TCR_Public/110214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 14, 2011, Vol. 15, No. 44

                            Headlines

1976 DORCHESTER: Case Summary & Largest Unsecured Creditor
4415 EAST: Voluntary Chapter 11 Case Summary
ACORN ELSTON: Receiver Gets OK to Access Cash Collateral
ACORN ELSTON: Has Until March 10 to File Reorganization Plan
AGE REFINING: Ch. 11 Trustee to Auction Off Assets in March

ANGIOTECH PHARMACEUTICALS: Has Deal for $28-Mil. DIP Loans
APEX DIGITAL: Has Until March 15 to Propose Reorganization Plan
AREMISSOFT CORP: Bank of Cyprus' Bid to Take Evidence Denied
ARLIE & COMPANY: Plan Confirmation Hearing Scheduled for April 4
ASARCO LLC: Asarco & SCC Merger Still Underway

ASARCO LLC: Sues Potentially Responsible Parties in Missouri
ASARCO LLC: V. Karl Wants Lift Stay for Prepetition Suits
AZUKA FOODS: Case Summary & 17 Largest Unsecured Creditors
BADGER STATE BANK: Closed; Royal Bank Assumes All Deposits
BELTWAY 8: Full Payment Demand Prompted Chapter 11 Filing

BERNARD L MADOFF: Bankr. Ct. Stays 3rd Party Suits vs. Madoff Kin
BERNARD L MADOFF: Ex-NY Gov. Cuomo to Mediate Mets Issue
BLOCKBUSTER INC: Has Approval for Deloitte as Valuation Advisor
BLOCKBUSTER INC: M. Rudd Insists on Request for Equity Committee
BLOCKBUSTER INC: Wins OK for PricewaterhouseCoopers as Auditors

BORDERS GROUP: Bankruptcy Filing Seen Monday or Tuesday, WSJ Says
BOSQUE POWER: Senior Lenders' Plan Becomes Effective
BOSTON GENERATING: Appeals Court Won't Reverse Constellation Sale
BRISAM COVINA: Has Until March 17 to Propose Chapter 11 Plan
BRISAM COVINA: Can Continue Using Cash Collateral Until Feb. 18

CALIFORNIA COASTAL: Aims to Terminate Underfunded Pension Plan
CALIFORNIA COASTAL: Plan Confirmation Hearing Set for February 16
CANYON NAT'L BANK: Closed; Pacific Premier Bank Assumes Deposits
CARLTON GLOBAL: Files Schedules of Assets and Liabilities
CATHOLIC CHURCH: CMRSA Wants Fairbanks Trustee Objection Denied

CATHOLIC CHURCH: Milwaukee Committee Taps Pachulski as Counsel
CATHOLIC CHURCH: Milwaukee Panel Taps Howard as Local Counsel
CCT COMMUNICATIONS: Shareholder's Bid for Fee Examiner Denied
CDC PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
CDX GAS: Court Closes Chapter 11 Reorganization Case

CHOA VISION: Can Continue Using Cash Collateral Until March 31
CLOVERLEAF ENTERPRISES: Balks at Opposes Landow's Late $12MM Offer
COLTS RUN: Court to Consider Trustee Appointment on Feb. 17
COMPUTER SYSTEMS: Court to Dismiss Chapter 11 Case
CONSOLIDATED HORTICULTURE: To File Plan After Assets Sale

COYOTES HOCKEY: Glendale Plans Bond Sale This Week to Fund Sale
EMMIS COMMUNICATIONS: Alden Seeks to Void $200,000 Loan to CEO
EVERGREEN ENERGY: Edgehill Partners Discloses 8.3% Equity Stake
EVERGREEN SOLAR: Debt Exchange Offer Expired Friday
FIRST METALS: Noteholders OK Sale of Fabie & Magusi Properties

FRED NEAL: Barred From Filing Bogus Debt Instruments
GAS CITY: Seeks May 24 Extension of Exclusive Plan Filing Period
GENERAL MOTORS: Claims Settlement Total $51.1 Mil. in 4th Quarter
GENERAL MOTORS: Opposes TP Lenders Plea for Valuation Hearing
GENERAL MOTORS: To Expand Financial Unit's Operations

GENERAL MOTORS: Wins Nod of Stipulation Allowing LDTC Claims
GLAZIER GROUP: Committee Taps SilvermanAcampora LLP as Counsel
GLAZIER GROUP: Court Approves Herrick Feinstein as Bankr. Counsel
GLOBAL GENERAL: Recognition Hearing Scheduled for March 4, 2011
GLOBAL SHIP: Pine River Equity Stake Down to 0.1%

GREEN VALLEY: Creditors' Lawyer Can Represent Ch. 11 Trustee
GREENWICH SENTRY: Files Schedules of Assets and Liabilities
GSI GROUP: Robert Buckley to Become Chief Financial Officer
HANMI FINANCIAL: BlackRock Discloses 5.70% Equity Stake
HERCULES OFFSHORE: BlackRock Holds 6.23% Equity Stake

HOLLIFIELD RANCHES: Has Access to Cash Collateral Until Dec. 28
INNOVATIVE COMM: Virgin Islands Ct. Rules on Asset Turnover Suit
INTERNATIONAL COAL: Steelhead Partners Has 5.8% Equity Stake
INTERNATIONAL COAL: BlackRock Discloses 5.64% Equity Stake
JEFFREY PROSSER: Virgin Islands Ct. Rules on Asset Turnover Suit

JH REALTY: Can't Use MetroBank's Cash Collateral
KENTUCKIANA MEDICAL: Head Doctors Sued for Ch. 11 Filing
LACK'S STORES: Court Approves Platzer Swergold as Panel's Counsel
LACK'S STORES: Court Okays Strong Pipkin as Panel's Local Counsel
LACK'S STORES: Texas Comptroller Asks $7.4MM from Sale Proceeds

LEVITT AND SONS: BFC Financial Offers $30,000 for Tradenames
LEXI DEVELOPMENT: Wants Plan Outline Hearing Continued to March 13
LEXI DEV'T: Has Interim OK to Use Lexi North Bay's Cash Collateral
LOCAL INSIGHT: Directory Distributing Resigns from Committee
LOCAL INSIGHT: Proposes April 4, 2011 Claims Bar Date

MAGIC BRANDS: Court Formally Approves Sale to Luby's Inc.
MAGNA ENTERTAINMENT: Court Sides With PA Meadows in Contract Row
MAGNA ENTERTAINMENT: Loses $10-Million Suit Against PA Meadows
MARANA HOSPITALITY, LLC: Case Summary & Creditors List
MARANA HOSPITALITY II: Case Summary & Creditors List

MARANA MAIN: Case Summary & 2 Largest Unsecured Creditors
MAYSVILLE INC: Court Dismisses Chapter 11 Case
MESA AIR: Court Enters Post-Confirmation Order
MESA AIR: Court Okays Delta Air Claims Settlement
MESA AIR: Reaches Plan Settlement With BF Claims Holdings

MOMENTIVE SPECIALTY: Completes Sale of IAR Business to Harima
MONEYGRAM INT'L: Reports $16.16MM Net Income in Fourth Quarter
MONTECITO AT MIRABEL: Dismissal Motion Set for Hearing March 29
MORGANS HOTEL: Massachusetts Financial Holds 7.2% Equity Stake
MPG TRUST: Edward J. Ratinoff Does Not Own Any Securities

MTR LEASING: Files Schedules of Assets and Liabilities
MYPHOTOPIPE.COM: Files for Chapter 11 Protection
NATIONAL HOME: Objects to Committee's Plan; Hearing Set for Feb 23
NCOAT INC: Wants to Extend Plan Filing Deadline to May 14
NEOMEDIA TECHNOLOGIES: Andypolo Discloses 9.9% Equity Stake

NEOMEDIA TECHNOLOGIES: YA Global Discloses 9.9% Equity Stake
NEW STREAM: 3 Law Firms Represent Investors Opposing Ch. 11 Plan
NORTEL NETWORKS: Employees Challenge $38-Millon Deferred-Pay Grab
NOVADEL PHARMA: Amends Form S-1; To Sell 40MM Common Shares
NOVADEL PHARMA: Zolpimist Oral Spray Launched in U.S.

NOVASTAR FINANCIAL: Barry Igdaloff Discloses 10.3% Equity Stake
NOVELOS THERAPEUTICS: Deregisters 15.60 Million Common Shares
OMNICOMM SYSTEMS: G. van Kesteren Discloses 5.7% Equity Stake
PATIENT SAFETY: COO Hamilton Resigns for Personal Reasons
PEANUT CORP: Salmonella Victims Seek Criminal Case for Ex-Head

PEOPLES STATE BANK: Closed; First Michigan Bank Assumes Deposits
PILGRIM'S PRIDE: Injured Worker May Pursue Claim in District Court
QUEENS PLAZA: Liquidating Plan Confirmed; Feb. 17 Auction Set
RADIENT PHARMACEUTICALS: Unit Closes $900,000 Bridge Financing
RAYMOND PROFESSIONAL: Dist. Court Affirms Ruling in Pope Suit

RDK TRUCK: Asks for Court's Permission to Use Cash Collateral
REALOGY CORP: Completes Offering of $700MM Sr. Secured Notes
RIVER EAST: Case Summary & 20 Largest Unsecured Creditors
ROSELAND VILLAGE: Files List of Five Largest Unsecured Creditors
ROSELAND VILLAGE: Files Schedules of Assets and Liabilities

SCI REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
SECURED CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
SEA LAUNCH: Boeing Still Pursuing $356 Million Claim
SEAHAWK DRILLING: Files for Chapter 11 for Quick Sale to Hercules
SEAHAWK DRILLING: Case Summary & 30 Largest Unsecured Creditors

S.H. LEGGITT: Confirmation Objections Due by March 11, 2011
SHALAN ENTERPRISES: Hearing on Perry Klein's Plan Moved to March 9
SHELBRAN INVESTMENTS: U.S. Trustee Unable to Form Creditor's Panel
SILVERVIEW, LLC: Voluntary Chapter 11 Case Summary
SONOMA VINEYARD: Geneva Leasing Has Lift Stay to Foreclose

STANT PARENT: Chapter 11 Plan Declared Effective December 31
SUMMIT BUSINESS: Section 341(a) Meeting Set for March 9
SUMMIT BUSINESS: Taps Garden City as Claims Agent
SUMMIT BUSINESS: U.S. Trustee Unable to Form Creditor's Committee
SUNSHINE STATE COMMUNITY: Closed; Premier American Takes Deposits

SUNWEST MANAGEMENT: Settles With Merrill Over $2.2 Million Claim
SYNTERRA 3020: Section 341(A) Meeting Set for February 24
TALON THERAPEUTICS: James E. Flynn Discloses 38.49% Equity Stake
THINKFILM LLC: Three Other Companies Declared Bankrupt
TODD M ENRIGHT: Spouse's Lawyer in Divorce Case Can File Claim

TREVOR DAVIS: Zimco Holdings Condo Sales to Move Forward
TRIBUNE CO: Only Noteholders Didn't Vote for Mgt. Plan
TRIBUNE CO: Amends Plan to Add King Street Settlement
TRIBUNE CO: Aurelius, et al., File Supplements to Proposed Plan
TRIBUNE CO: Bridge Lender Group Withdraws Proposed Plan

TRICO MARINE: DIP Lenders Cry Default, Defend Sale Plea
TSO INC: Files List of 20 Largest Unsecured Creditors
TSO INC: Files Schedules of Assets and Liabilities
TWIN CITY: Wants to Extend Plan Filing Deadline to May 12
UNIGENE LABORATORIES: To Sell Property to RCP Birch for $1.2MM

VENTO FAMILY: Taps Timothy Cory Associates as Counsel
VENTO FAMILY: Files Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Judge Says Shareholder Appeal Untimely
WHITEHALL AVENUE: Meeting of Creditors Set for Feb. 28
WIKILOAN INC: Founder Returns Close to 10MM Shares to Treasury

WINGATE AIRPORT: Case Summary & 3 Largest Unsecured Creditors
WJO INC: Committee Taps Keifer & Tsarouhis as Counsel
WJO INC: U.S. Trustee Forms Three-Member Creditor's Committee
WJO INC: U.S. Trustee Wants Case Converted to Chapter 7
W.R. GRACE: District Court Sets Status Conference for Feb. 16

W.R. GRACE: Reports Fourth Quarter 2010 Financial Results
W.R. GRACE: Seeks Clarification of Plan Confirmation Order
YORK SQUARE: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Incurs $322 Million Net Loss in 2010

* SecondMarket Says Bankruptcy Claims Trading Rose 400% in 2010

* TMA Poll: Most Turnaround Pros Say "No" to State Bankruptcies
* Michigan Municipalities, School Districts Could Face Insolvency
* Missouri's Second Injury Fund Nearing Insolvency, Koster Warns

* 4 Banks Shuttered Friday; Year's Failures Now 18

* S&P: Global Corporate Default Tally Remains at 2 in 2011

* Obama Gov't Outlines Steps to Phase Out Fannie and Freddie

* BOND PRICING -- For Week From February 7 to 11, 2011


                            ********


1976 DORCHESTER: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: The 1976 Dorchester Trust
        9595 Wilshire Boulevard, Suite 510
        Beverly Hills, CA 90210

Bankruptcy Case No.: 11-15647

Chapter 11 Petition Date: February 9, 2011

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

Judge: Alan M. Ahart

Debtor's Counsel: Catherine Christiansen, Esq.
                  CHRISTIANSEN LAW OFFICES
                  1077 Pacific Coast Highway, Suite 210
                  Seal Beach, CA 90740
                  Tel: (562) 608-8368
                  Fax: (562) 493-9478
                  E-mail: christiansenlaw@yahoo.com

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

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

The petition was signed by Mark Anderson, trustee.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    Bank Loan            $2,300,000
P.O. Box 10221
Van Nuys, CA 91410


4415 EAST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 4415 East Grant Road, L.L.C.
        4572 E. Camp Lowell Drive
        Tucson, AZ 85712

Bankruptcy Case No.: 11-03219

Chapter 11 Petition Date: February 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

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

The petition was signed by M. Chris Monson of Aberdeen Group, LLC,
managing member.


ACORN ELSTON: Receiver Gets OK to Access Cash Collateral
--------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized the receiver for Acorn
Elston, LLC's assets to access the cash securing debt to Road Bay
Investments, LLC, as successor-in-interest to Allstate Life
Insurance Company.

C. Michelle Panovich, the appointed receiver with respect to the
Elston Plaza Shopping Center, and its rents, income and proceeds,
would have access to cash collateral until Feb. 28, 2011,
according to the Court's order.

The receiver will use the cash collateral to manage, operate,
maintain and preserve Elston Plaza and conduct the business
operations related thereto.  The cash Collateral is also necessary
to fund the "Chipotle Lease Expense."

The Letter of Intent of Chipotle Mexican Grill, Inc., contemplates
that the Debtor would fund (a) $200,000 to Chipotle as a tenant
improvement allowance to subsidize the cost to be incurred by
Chipotle in fitting out the lease space and (b) a brokerage
commission in the approximate amount of $35,822.  In addition, the
receiver will incur legal fees and related closing costs in
connection with the negotiation and consummation of the Proposed
Chipotle Lease.  The Debtor anticipates that the tenant
improvement allowance, the brokerage fee and the related legal
fees and closing costs will aggregate approximately $250,000.

Road Bay contends that, as of the Petition Date, it iw oed by te
Debotr $18.0 million pursuant to a $15 million Mortgage Note,
dated April 19, 2007.  The obligations of the Debtor under the
Note are guaranteed by John B. Coleman, the sole member of the
Debtor.

As adequate protection for any diminution in value of Road Bay's
collateral, the Debtor will grant the lender perfected
postpetition security interests and superpriority administrative
claim status, subject to carveout.  As further adequate
protection, the receiver will provide adequate protection payments
to the lender in the form of (i) monthly payments (calculated at
the non-default contract rate of 5.93% on a principal sum of
$15.9 million) in the amount of $78,700.

                       About Acorn Elston

Acorn Elston, LLC, owns the real property, together with the
improvements situated thereon, known as Elston Plaza Shopping
Center, a grocery-anchored retail shopping center in Chicago,
Illinois.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-14807) on September 11, 2010.  Lawrence F. Morrison, Esq.,
and Kasowitz, Benson, Torres & Friedman LLP, represent the Debtor
in its restructuring effort.  The Debtor disclosed $21.92 million
in assets and $16.49 million in liabilities as of the Chapter 11
filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors in the Chapter 11 Case.

On May 15, 2009, the Court appointed C. Michelle Panovich as
receiver with respect to lender Road Bay Investments, LLC's
prepetition collateral.


ACORN ELSTON: Has Until March 10 to File Reorganization Plan
------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended Acorn Elston, LLC's
exclusive periods to file and solicit acceptances for a proposed
chapter 11 plan until March 10, 2011, and May 9, respectively.

                       About Acorn Elston

Acorn Elston, LLC, owns the real property, together with the
improvements situated thereon, known as Elston Plaza Shopping
Center, a grocery-anchored retail shopping center in Chicago,
Illinois.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-14807) on September 11, 2010.  Lawrence F. Morrison, Esq.,
and Kasowitz, Benson, Torres & Friedman LLP, represent the Debtor
in its restructuring effort.  The Debtor disclosed $21.92 million
in assets and $16.49 million in liabilities as of the Chapter 11
filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors in the Chapter 11 Case.

On May 15, 2009, the Court appointed C. Michelle Panovich as
receiver with respect to lender Road Bay Investments, LLC's
prepetition collateral.


AGE REFINING: Ch. 11 Trustee to Auction Off Assets in March
-----------------------------------------------------------
Vicki Vaughan at the San Antonio Express-News reports that AGE
Refining Inc.'s oil refinery in San Antonio, Texas, is to be sold
at an auction tentatively planned for March 8, 2011.  At present,
there are five bidders for the plant at 7811 S. Presa St. supplies
jet fuel to local Air Force bases.

"We're very pleased with the level of interest we've seen in the
business," Express-News quotes Eric Moeller, the court-appointed
bankruptcy trustee, as saying.

Mr. Moeller, though, did not identify the five bidders.

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
at Cox Smith Matthews Incorporated, represent the Chapter 11
Debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.


ANGIOTECH PHARMACEUTICALS: Has Deal for $28-Mil. DIP Loans
----------------------------------------------------------
Angiotech Pharmaceuticals, Inc. disclosed that the Company and
certain of its subsidiaries have entered into a definitive
agreement with Wells Fargo Capital Finance LLC in respect of the
previously announced debtor-in-possession credit facility.  The
DIP Facility will provide liquidity for working capital, general
corporate purposes and expenses while the Company implements its
previously announced recapitalization proceedings under the
Companies' Creditors Arrangement Act (Canada).  The DIP Facility
provides for the lenders to make revolving credit loans and
provide letters of credit in an aggregate principal amount
(including the face amount of any letters of credit) of up to
$28.0 million, which will become available to the Company once it
has obtained a recognition order from the Supreme Court of British
Columbia.  The DIP Facility will be repaid and terminated in
connection with the closing of the CCAA Recapitalization.

                   About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.


APEX DIGITAL: Has Until March 15 to Propose Reorganization Plan
---------------------------------------------------------------
The Hon. Peter H. Carroll of the U.S. Bankruptcy Judge for the
Central District of California ordered that Apex Digital, Inc.'s
exclusive periods to file and solicit acceptances for a proposed
Chapter 11 plan is extended until March 15, 2011, and May 14,
2011, respectively.

In its request for an extension, the Debtor related that it needs
additional time to formulate a plan as it is currently focusing
its efforts on providing Kith Consumer Product, Inc., among other
things, business and product development services and customer
service and warranty services for certain consumer electronic
products as contemplated in a Consulting, Sale and Settlement
Agreement dated as of August 17, 2010.  The transactions
contemplated by the Sale and Settlement Agreement, will result in:

   -- the debt owed to Kith Electronics reduced to $1.5 million,
      with the residual claim to remain subject to Kith
      Electronics' existing security interest and lien in
      its collateral, to the same priority, force and effect as
      Kith Electronics' security interest and lien existing
      prepetition in the collateral; and

   -- the Debtor to continue utilizing and monetizing its pipeline
      connections as a consultant, notwithstanding its inability
      to continue operating the Television Business.

In addition, the Debtor says it needed time to finalize the proofs
of claim and interest in the Debtor's case so that it may
ascertain the total amount, number and types of claims and
interests asserted against the Debtor's estate.

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on August 17, 2010.  Juliet Y. Oh, Esq., in
Los Angeles, California, represents the Debtor.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


AREMISSOFT CORP: Bank of Cyprus' Bid to Take Evidence Denied
------------------------------------------------------------
Joseph P. LaSala and Fred S. Zeidman, as co-trustees of the
AremisSoft Liquidating Trust, sued Bank of Cyprus in 2006
(S.D.N.Y. Case No. 06-cv-6673), alleging that the Bank allowed
Lycourgos Kyprianou, the founder of AremisSoft, to loot the
Company and launder the proceeds of his fraud using Bank of Cyprus
accounts.  On August 15, 2007, Judge Charles S. Haight dismissed
the Trustees' lawsuit on forum non conveniens grounds in favor of
Cyprus.  However, Judge Haight specified that the forum non
conveniens "dismissal is conditioned upon the defendant Bank of
Cyprus appearing and defending on the merits, without interposing
a statute of limitations, an action asserting claims arising out
of these facts, by the plaintiff Trustees in the courts of Cyprus,
failing which plaintiffs may apply to restore the case to this
Court's calendar."  In October 2010, the Trustees filed an action
against Bank of Cyprus in Cyprus asserting essentially the same
claims as those Judge Haight dismissed.

Throughout the course of the S.D.N.Y. action, the Trust was also
pursuing claims against Mr. Kyprianou in Cyprus.  In 2010, the
Trust entered into an agreement with Mr. Kyprianou, settling its
claims in exchange for his cooperation against three banks,
including Bank of Cyprus.  In conjunction with this settlement,
the Trustees sought leave from the New Jersey bankruptcy court to
engage Mr. Kyrprianou's personal attorney in Cyprus, Georgios
Seraphim, on a contingency basis as special counsel to the Trust.

On December 30, 2010, Bank of Cyprus filed an application to take
evidence pursuant to 28 U.S.C. Sec. 1782, seeking to subpoena
Greenberg Traurig, which represents the Trustees in the United
States.   Bank of Cyprus also filed an ex parte application to
take evidence in the District of New Jersey to depose the Trustee.
The Bank explains that it filed two applications seeking the same
documents because it is unclear whether the documents are in the
Trustees' or Greenberg Traurig's possession.

Greenberg Traurig opposed the application.

The ex parte application filed in the District of New Jersey was
granted.

Meanwhile, Greenberg Traurig contends that Bank of Cyprus has not
fulfilled Judge Haight's condition that the Bank defend the
lawsuit on the merits in Cyprus, and therefore requests that Judge
Haight's case be resorted to the S.D.N.Y. calendar.

District Judge John F. Keenan ruled that, subject to Greenberg
Traurig's stipulation regarding document production, Bank of
Cyprus' application to take evidence is denied.  Judge Keenan also
denied Greenberg Traurig's cross-motion to restore Case No.
06 Civ. 6673 to the Court's docket, without prejudice, so the
parties may address the matter to Judge Haight.

According to Judge Keenan, it does not appear that Greenberg
Traurig, which was not a party to the lawsuit against Bank of
Cyprus in the district, has standing to make such a motion.
Moreover, Judge Keenan believes that Greenbeg Traurig's request is
more properly brought before the judge who handled and dismissed
case.  Judge Haight is familiar with the story and facts of the
case, and he is in the best position to determine whether Bank of
Cyprus satisfied his mandate.

A copy of Judge Keenan's January 21, 2011 Memorandum Opinion and
Order at http://is.gd/HHEKJsfrom Leagle.com.

                     About AremisSoft Corp.

Based in Minneapolis, Minnesota, AremisSoft Corporation --
http://www.aremissoft.com/-- developed enterprise resource
planning (ERP) software for midsized companies in the
manufacturing (35% of sales), health care, hospitality, and
construction industries.  Its ERP applications automate and manage
such processes as accounting, customer service, and sales and
marketing for BAE SYSTEMS, Regal Hotel International, Ericsson,
and other customers.

The company filed for chapter 11 protection on March 15, 2002
(Bankr. D. N.J. Case No. 02-32621).  Paul R. DeFilippo, Esq., at
Gibbons, DelDeo, Dolan, Griffinger et al., represented the Debtor
in its restructuring efforts.  The Court confirmed the Debtor's
Chapter 11 plan in June 2002, and the plan took effect in August
2002.  Among others, the plan called for a creation of a
litigation and liquidating trust.

George Ellis, chairman and CEO of SoftBrands, was brought in to
lead the restructuring effort.


ARLIE & COMPANY: Plan Confirmation Hearing Scheduled for April 4
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a combined hearing on April 4, 2011, at 10:00 a.m., to consider
adequacy of Arlie & Company's Disclosure Statement and
confirmation of the proposed Plan of Reorganization.

Any objections to the Plan, and ballots accepting or rejecting the
Plan are due seven days before the hearing date.

A summary of ballots is due three business days prior to the
hearing date.

The Debtor's Disclosure Statement was conditionally approved by
the Court, subject to the consideration of objections.

As reported in the Troubled Company Reporter on January 17, 2011,
the Debtor's Plan provides for, among other things:

   -- auctioning off its 5,226-acre West Hilo Tree Farm in Hawaii
      to raise cash to fund its Chapter 11 bankruptcy
      reorganization;

   -- the Debtor will turn back the title to the former U.S.
      Bureau of Land Management headquarters on Chad Drive, in
      Eugene, Oregon, which the Company bought for $5.1 million
      two years ago from a half-dozen individual investors.

   -- involves reducing the amount of secured debt the Company
      owes to Bank of America.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Pachulski
Stang Ziehl & Jones LLP, and Ball Janik LLP, serve as the Debtor's
bankruptcy counsel.  The Company disclosed $227,191,924 in assets
and $65,412,220 in liabilities as of the Chapter 11 filing.


ASARCO LLC: Asarco & SCC Merger Still Underway
----------------------------------------------
Reorganized ASARCO LLC reported sales of $476,317,000 in the
fourth quarter of 2010, according to the results released by its
parent, Grupo Mexico, S.A.B. De C.V.  The amount increased by
28.4% over the same period in 2009, which is attributable to
greater copper production and improved metals prices.  Cumulative
sales for 2010 were $1.7037 billion, which is 46.2% more than in
2009.

The cost of sales for the fourth quarter was $203.7 million,
which is 15% less than the $239.7 million of the same quarter
last year, mainly as there is no effect of the inventory
reevaluation conducted after December 10, 2009, when ASARCO was
reincorporated into Grupo Mexico.

EBITDA in the current quarter was $272.9 million, which is
equivalent to 57.3% of sales, and representing a growth of 93.8%
compared to the same quarter last year.  EBITDA for 2010 amounted
to $817.9 million.

Capital expenditures in the fourth quarter were $26.5 million,
which is mainly attributable to the payment of four new 400-ton
Liebbher trucks, which were received and put into operation in
the third quarter of 2010 for the Ray mine.

ASARCO's copper production in the fourth quarter was 53,712 tons,
which represents an increase of 16% over the same quarter of
2009.  Copper production in 2010 was 209,453 tons, which is 13%
more than the 185,894 tons produced in 2009.  The increase mainly
stems from an improved ore grade at the Mission and Ray mines,
and also improved recovery at Ray mine.

             ASARCO to Produce 200k Tons of Copper

Grupo Mexico's copper production for 2011 is expected to be
830,000 tons, of which 630,000 tons will be produced by Southern
Copper Corporation mines and 200,000 tons by ASARCO mines.

According to Reuters, studies are underway to boost output in
ASARCO by 45% to 290,000 tons per year by 2015.

"We are very happy with the way Asarco is performing, and we only
see good things here," Reuters quoted Daniel Muniz as saying.
Mr. Muniz is Grupo Mexico's chief financial officer.

                     ASARCO and SCC Merger

The special committee of independent directors, formed August 10,
2010, by Southern Copper Corporation, continues to evaluate the
proposal by Americas Mining Corporation to combine, on behalf of
the public stockholders, SCC and ASARCO.  The special committee
has retained the services of a mining advisor to assist with this
transaction and help the special committee with the evaluation of
the proposal.

Grupo Mexico believes that the combination of SCC and ASARCO will
provide important synergies, including reductions in operating,
transportation, and overhead, and capital expenditure savings,
which would benefit all shareholders of the combined entity.

With the proposed merger, mines in Peru could process material in
ASARCO's Texas refinery, Mr. Muniz says.  An SCC shareholder has
opposed the deal saying it would devalue the stock, Reuters
reports.

"We do think that there is value for everyone including the
minority shareholders if we combined the operations and I think
the market agrees with me on that," Mr. Muniz is quoted by
Reuters as saying.

The Reuters report also says that the merged companies will
produce 830,000 tonnes of copper in 2011.  Mr. Muniz, however,
notes that there is no strict time frame for the deal.

"But if things evolve as they have, due diligence is almost over
. . . this should be done by the first half of 2011," Mr. Muniz
says.

                  Reduction of Operating Cost

ASARCO continued to reduce its operating cost, down from $1.58
per pound in 2009 to $1.50 per pound in 2010.  The improvement
reflects greater productivity and operating efficiency, and also
greater contributions from byproducts.

                     Capital Expenditures

The Board of Directors of Grupo Mexico reviewed its capital
program, approving a capital budget of $1.907 billion for 2011.
Grupo Mexico intends to allocate $881 million for projects in
Mexico, $862 million for projects in Peru, and $164 million for
ASARCO's operations in the United States of America.

The program considers the potential of the reserves and is an
important part of Grupo Mexico's five-year capital program, which
aims to significantly increase the production capacity of both
copper and molybdenum.  The capital program for 2011 includes
$524 million for the Buenavista expansion in Mexico, $324 million
for the Tia Maria project, and $271 million for the Toquepala
expansion in Peru.

                        Copper Hedging

For 2011, ASARCO has hedged 45% of its copper production through
swaps at an average price of $3.77 and 50% of its production
through zero-cost collars with an average floor price of US $3.00
per pound and an average cap price of US $4.53 per pound.

For 2012, ASARCO has hedged 6% of its copper production through
zero-cost collars with an average floor price of $3.50 per pound
and an average cap price of $5.03 per pound.

                        Best Loan Award

LatinFinance awarded the Best Syndicated Loan 2010 Award to AMC's
syndicated loan for $1.5 billion, which was secured for the
successful reorganization of ASARCO.  The award recognizes the
amount and complexity of the operation -- multi-currency and
multi-tranche -- given the uncertainty in the markets, lack of
liquidity in the financial system, and the complexity of the loan
structure.

                           ASARCO LLC
                  Consolidated Balance Sheet
                    As of December 31, 2010

ASSETS
Current Assets:
  Cash and cash equivalents                          $38,338,000
  Restricted Cash                                    139,079,000
  Notes and accounts receivable                      125,052,000
  Inventories                                        358,097,000
  Prepaid and other current assets                   562,020,000
                                                 ---------------
Total Current Assets                               1,222,586,000

Property, plant and equipment, net                 1,405,682,000
Leachable material, net                               83,946,000
Other long term assets                             1,003,722,000
                                                 ---------------
Total assets                                      $3,715,937,000
                                                 ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Long term debt                                                 -
Other non-current liabilities                       $442,506,000
Environmental remediation obligations, current         8,123,000
                                                 ---------------
                                                     450,629,000
Current liabilities:
  Other long term liabilities                        620,050,000
                                                 ---------------
Total Current Liabilities                            620,050,000
                                                 ---------------
Total liabilities                                  1,070,679,000

Stockholders equity                                2,352,524,000
Other equity accounts                               (171,068,000)
Retained earnings                                    383,724,000
                                                 ---------------
Total stockholders' equity                         2,565,180,000
Non-controlling interest                              80,079,000
                                                 ---------------
Total liabilities and stockholders' equity        $3,715,937,000
                                                 ===============

                          ASARCO LLC
              Consolidated Statement of Earnings
                Quarter Ended December 31, 2010

Net Sales                                           $476,317,000
Cost of sales                                        201,378,000
Exploration                                            2,415,000
                                                 ---------------
Gross profit                                         272,524,000

Gross margin                                                  57%
Administrative expenses                                1,782,000
EBITDA                                               272,906,000
Depreciation & amortization                           95,925,000
                                                 ---------------
Operating income                                     174,817,000

Operating margin                                              37%
Interest expense                                         286,000
Interest income                                       (1,648,000)
Financial coverage                                    18,849,000
Other (income) expense, net                           (2,163,000)
                                                 ---------------
Earnings before taxes                                159,493,000
Taxes                                                 12,339,000
                                                 ---------------
Net Earnings                                         147,154,000

Non controlling interest in
  consolidated subsidiaries                            7,263,000
                                                 ---------------
Consolidated Net Earnings                           $139,891,000
                                                 ===============

                          ASARCO LLC
                    Consolidated Cash Flow
                Quarter Ended December 31, 2010

Net earnings                                        $147,155,000
Depreciation and amortization                         95,925,000
Deferred income taxes                                 (7,661,000)
Capitalized leachable material                       (25,903,000)
Others Net                                            (5,533,000)
Changes in assets and liabilities                     38,478,000
                                                 ---------------
Cash generated by operating activities               242,461,000

Capital expenditures                                 (26,508,000)
Current investments                                            -
Restricted cash                                       12,066,000
Others Net                                          (226,011,000)
                                                 ---------------
Cash used in investing activities                   (240,453,000)

Debt - Net                                              (133,000)
Debt amortization                                              -
Capital increase                                               -
Dividends paid                                        (8,250,000)
                                                 ---------------
Cash used in financing activities                     (8,383,000)

Net increase (decrease) cash & cash equivalents       (6,375,000)
Cash & cash equivalents at beginning of year          44,713,000
                                                 ---------------
Cash & cash equivalents at year end                  $38,338,000
                                                 ===============

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Sues Potentially Responsible Parties in Missouri
------------------------------------------------------------
Reorganized ASARCO LLC commenced a lawsuit in the U.S. District
Court for the Western District of Missouri on February 4, 2011
against NL Industries Inc, Freeport-McMoran Copper & Gold Inc.,
Cyprus Amax Minerals Company, Amax Environmental Services, BNSF
Railway, E.I. Dupont De Nemours & Co., Sunoco, Inc., U.S. Steel
Corporation, Halliburton Company, KBR, Inc., Doe Run Resources
Corporation, and Does 1 - 50.

ASARCO brought the civil action, which seeks a jury trial,
pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 for contribution and cost
recovery against the Defendants for costs and damages incurred by
ASARCO in the Tri-States Mining District consisting of the Tar
Creek Superfund Site in Ottawa County, Oklahoma, the Cherokee
County Superfund Site in southeast Kansas, the Oronogo-Duenweg
Lead Mining Belt Superfund Site in Jasper County, Missouri, and
the Newton County Mine Tailings Site, in Missouri.

The Defendants have conducted mining, metal processing, storage,
transport or related operations through facilities in or near the
Sites, W. James Foland, Esq., at Foland, Wickens, Eisfelder,
Roper & Hofer, PC, in Kansas City, Missouri -- foland@fwpclaw.com
-- tells the Court.  He contends that each of the Defendants is
liable in tort for any harm to the Tri-States Mining District
that occurred in connection with its operations in or near that
district.

Mr. Foland informs the Missouri Court that ASARCO has recently
paid approximately $150 million to settle all of its CERCLA-
related liability at the Sites, including response costs and
natural resource damages, with the United States Government
agencies and the states of Kansas, Oklahoma and Missouri.

The Settlement Amount represents more than ASARCO's allocable
share of costs related to its releases or disposal of hazardous
substances in the Tri-States Mining District, Mr. Foland asserts.
He argues that because each Defendant qualifies as a responsible
party under Section 107(a) of the CERCLA, each Defendant is
liable for its equitable share of any overpayment incurred by
ASARCO.

Accordingly, ASARCO asks the Missouri Court:

  -- to direct each Defendant to pay contribution to ASARCO in a
     sum to be determined by the Missouri Court to be owed to
     ASARCO for response costs and natural resource damages;

  -- for a declaratory judgment that each Defendant will be
     liable for contribution for all response costs, which
     ASARCO has incurred or may incur in the future in
     connection with the Tri-States Mining District, which
     exceed ASARCO's equitable share;

  -- for a declaratory judgment that each Defendant will be
     jointly and severally liable for all response costs
     consistent with the National Contingency Plan and natural
     resources damages that ASARCO has incurred or may incur in
     the future in connection with the Tri-States Mining
     District; and

  -- for an award of attorneys' fees and costs expended in
     commencing its lawsuit.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: V. Karl Wants Lift Stay for Prepetition Suits
---------------------------------------------------------
Victor Karl filed with the U.S. Bankruptcy Court for the Southern
District of Texas a memorandum in further support of his request
to lift the automatic stay with respect to his two pending
prepetition lawsuits before the U.S. District Court for the
Southern District of New York against ASARCO's Parent and the
ASARCO Administrative Committee as benefit plans' fiduciaries
relating to his entitlement of payments under a post-retirement
group life insurance and a Medicare supplement plan.

Mr. Karl contends that the automatic stay should be lifted for
these reasons:

  -- In light of his advanced age, infirmities and limited
     resources and hardship to prosecute the pending lawsuits
     before the Bankruptcy Court;

  -- The pattern of animus, discrimination and retaliation of
     ASARCO against him, and the excessive dilatory tactic of
     delaying his DIBs claims;

  -- ASARCO's pervasive bad faith in precipitating the stay of
     the pending lawsuits, and reneging on an agreement shortly
     before filing for bankruptcy protection to restore his
     post-retirement group lift insurance coverage;

  -- Denial of his day in court to adjudicate his claims since
     2002;

  -- Denial and delay of the adjudication of his statutory and
     contractual rights as set forth in the complaints in the
     pending lawsuits;

  -- ASARCO emerged from Chapter 11 over a year ago; and

  -- One of the pending lawsuits was ready to be scheduled for
     trial when ASARCO filed for bankruptcy.

In a separate letter to the Court, Mr. Karl says that the
Debtors' counsel advised him that Reorganized ASARCO LLC is a
separate entity and has no successor liability.  "I find this to
be preposterous.  To put that position in perspective that would
mean that there would be NO meaning or purpose to the Automatic
Stay of litigation," Mr. Karl argues.  He also insists that the
Reorganized ASARCO is the alter ego of the old ASARCO, and that
they are one and the same.

Contrary to the assertion of ASARCO's counsel, Mr. Karl says that
he does not remember of the New York District Court notifying him
that the pending lawsuit regarding his Medicare supplement plan
has been closed.  Hence, he asserts, if the automatic stay is
lifting as to his pending lawsuits, he will ask for (i) the
reactivation of the MSP lawsuit, (ii) the reinstatement of
service in that lawsuit, including the addition of new
defendants, (iii) an order requiring and accounting his MSP
account, and (iv) a protective order for the confidential
treatment of his medical records.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


AZUKA FOODS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Azuka Foods Inc.
        1642 Pitkin Avenue
        Brooklyn, NY 11212

Bankruptcy Case No.: 11-40934

Chapter 11 Petition Date: February 9, 2011

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

Judge: Jerome Feller

Debtor's Counsel: Gary M. Kushner, Esq.
                  FORCHELLI, CURTO, DEEGAN, SCHWARTZ, MINEO, COHN
                  & TERRANA, LLP
                  The Omni
                  333 Earle Ovington Boulevard, Suite 1010
                  Uniondale, NY 11553
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729
                  E-mail: Gkushner@ForchelliLaw.com

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb11-40934.pdf

The petition was signed by Joseph Mbanefo, president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rockaway MCD LLC                      11-40935            02/09/11
Seaview MCD LLC                       11-40936            02/09/11


BADGER STATE BANK: Closed; Royal Bank Assumes All Deposits
----------------------------------------------------------
Badger State Bank of Cassville, Wis., was closed on Friday,
February 11, 2011, by the Wisconsin Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Royal Bank
of Elroy, Wis., to assume all of the deposits of Badger State
Bank.

The sole branch of Badger State Bank will reopen during its normal
business hours as a branch of Royal Bank.  Depositors of Badger
State Bank will automatically become depositors of Royal Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Badger State Bank should continue to use
their existing branch until they receive notice from Royal Bank
that it has completed systems changes to allow other Royal Bank
branches to process their accounts as well.

As of December 31, 2010, Badger State Bank had around $83.8
million in total assets and $78.5 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, Royal
Bank agreed to purchase essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-1908.  Interested parties also can
visit the FDIC's Web site at:

    http://www.fdic.gov/bank/individual/failed/badgerstate.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.5 million.  Compared to other alternatives, Royal
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Badger State Bank is the seventeenth FDIC-insured
institution to fail in the nation this year, and the second in
Wisconsin.  The last FDIC-insured institution closed in the state
was Evergreen State Bank, Stoughton, on January 28, 2011.


BELTWAY 8: Full Payment Demand Prompted Chapter 11 Filing
---------------------------------------------------------
Bill Lodge at The Advocate reports that Beltway 8 Associates, LP,
was forced to filed for Chapter 11 filing after FST Watermarke LLC
demanded full payment for a loan.  Beltway had borrowed
$22.2 million for its Watermarke Apartments complex from Compass
Bank in Alabama, which later sold the loan to FST Watermarke.

The report relates that Baton Rouge developer J.T. "Tommy"
Spinosa, Beltway 8 Associates LLC, the sole general partner of the
Debtor, believes the complex has a strong chance of emerging from
reorganization as a profitable enterprise.

"The property is about 96 percent occupied, and the rents are
scheduled to go up," William E. Steffes, attorney for the Debtor.

The Debtor is facing $25 million in debts to creditors.

According to The Advocate, these parties hold an interest in the
280-unit complex:

   -- University of Alabama football coach Nick Saban holds a
      49.5% interest.

   -- The Spinosa Class Trust holds another 49.5%.

   -- Beltway 8 Associates LLC holds the remaining 1%.

Both Mr. Spinosa and Mr. Saban were listed as general partners of
the Debtor when it was formed in December 2004.

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection on January 3, 2011 (Bankr. M.D. La. Case No. 11-10001).

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
serves as the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd
presides over the Chapter 11 case.  The Debtor disclosed $25.3
million in assets and $25.4 million in liabilities as of the
Chapter 11 filing.


BERNARD L MADOFF: Bankr. Ct. Stays 3rd Party Suits vs. Madoff Kin
-----------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland granted the request of Irving
H. Picard, Esq., trustee for the substantively consolidated
Securities Investor Protection Act liquidation of Bernard L.
Madoff Investment Securities LLC, and Bernard L. Madoff, for an
order (i) enforcing the automatic stay and the December 15, 2008
stay order and related orders of the United States District Court
for the Southern District of New York and declaring the actions
brought in various jurisdictions by certain defendants -- Third
Party Plaintiffs -- against Ruth Madoff, Peter Madoff, Andrew
Madoff, Mark Madoff, and Shana Madoff void ab initio as against
the Madoff Defendants; and (ii) enjoining the Third Party
Plaintiffs from litigating the Third Party Actions, or any related
actions, against the Madoff Defendants pending completion of the
SIPA Trustee's actions against the Madoff Defendants.  Certain,
but not all, of the Third Party Plaintiffs have filed briefs in
opposition to the Motion.

The cases are Securities Investor Protection Corporation, v.
Bernard L. Madoff Investment Securities LLC, (Substantively
Consolidated); and Irving H. Picard, Trustee for the Liquidation
of Bernard L. Madoff Investment Securities LLC, v. Richard I.
Stahl, et al., Adv. Pro. Nos. 08-01789 and 10-03268 (Bankr.
S.D.N.Y.),

A copy of Judge Lifland's February 9, 2011 Memorandum Decision is
available at http://is.gd/jXJ3N0from Leagle.com.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: Ex-NY Gov. Cuomo to Mediate Mets Issue
--------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that former
New York Gov. Mario Cuomo has been appointed to mediate a legal
dispute between the owners of the New York Mets and Irving Picard,
the trustee seeking to recover assets on behalf of victims of
Bernard Madoff's fraud.

Dow Jones relates that in an order Thursday, U.S. District Judge
Burton Lifland recommended the case be referred to "an
appropriately experienced mediator" and appointed the former
governor, who now works at Willkie Farr & Gallagher LLP.  The
order indicated both parties consented to his appoint.

Mr. Picard is seeking up to about $1 billion from Fred Wilpon, his
brother-in-law Saul Katz, their partners, relatives and entities
related to their real-estate investment firm, Sterling Equities
Associates.  Mr. Picard has alleged the Mets owners and their
business partners failed to investigate direct warnings and
evidence that Mr. Madoff was conducting a Ponzi scheme, while
reaping hundreds of millions of fictitious profits.  He is seeking
the return of nearly $300 million in fictitious profits, as well
as up to $700 million in principal withdrawn since 2002.

Messrs. Wilpon and Katz have called the allegations "abusive,
unfair and untrue." "The plain truth is that not one of the
Sterling partners ever knew or suspected that Madoff ran a Ponzi
scheme," they said in a statement last week.

Dow Jones says a call to Mr. Cuomo's office wasn't immediately
returned late Thursday.  A spokesperson for Mr. Picard didn't
immediately respond to a request for comment late Thursday.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BLOCKBUSTER INC: Has Approval for Deloitte as Valuation Advisor
---------------------------------------------------------------
In accordance with Sections 328(a) and 327 of the Bankruptcy Code,
the Bankruptcy Court authorized Blockbuster Inc. and its units to
employ Deloitte Financial Advisory Services LLP as their valuation
services provider in accordance with the terms set forth in the
Engagement Letter, effective nunc pro tunc to the November 10,
2010.

Judge Burton Lifland ruled that all requests of Deloitte FAS for
payment of indemnity pursuant to the Engagement Letter will be
made by application to the Court and will be subject to review by
the Court to ensure that payment of the indemnity conforms to the
terms of the Engagement Letter, and is reasonable based upon the
circumstances of the litigation or settlement in respect of which
indemnity is sought, provided that in no event will Deloitte FAS
be indemnified in the case of its own bad faith, self-dealing,
breach of fiduciary duty, gross negligence or willful misconduct.

In no event will Deloitte FAS be indemnified if the Debtors or a
representative of the Debtors' bankruptcy estates, asserts a claim
for, and a court determines by final order that the claim arose
out of, Deloitte FAS' own bad-faith, self-dealing, breach of
fiduciary duty, gross negligence or willful misconduct.

In the event that Deloitte FAS seeks reimbursement for attorneys'
fees from the Debtors pursuant to the Engagement Letter, the
invoices and supporting time records from the attorneys will be
included in Deloitte FAS' own applications and the invoices and
time records will be subject to the United States Trustee's
Guidelines for compensation and reimbursement of expenses and the
approval of the Court under the standards of Sections 330 and 331
of the Bankruptcy Code without regard to whether the attorney has
been retained under Section 327 and without regard to whether the
attorneys' services satisfy Section 330(a)(3)(C).

Deloitte FAS will not be entitled to reimbursement by the Debtors
for any fees, disbursements, or other charges of Deloitte FAS'
attorneys, other than those incurred in connection with a request
of Deloitte FAS for payment of indemnity, Judge Lifland added.

Judge Lifland also directed PwC to provide a 10-day notice to the
Debtors, the U.S. Trustee, the Official Committee of Unsecured
Creditors, and any other official committee prior to any increases
in the rates set forth in the application and the Engagement
Letter, and the notice must be filed with the Court.  The U.S.
Trustee retains all rights to object to any rate increase on all
grounds, including the reasonableness standard provided for in
Section 330 of the Bankruptcy Code, and the Court retains the
right to review any rate increase pursuant to Section 330.

Prior to the entry of the order, no objections were filed, but the
Debtors received informal comments to the form of order from the
Office of the United States Trustee for Region 2.  Hence, the
Debtors submitted a revised proposed order to resolve the U.S.
Trustee's concerns.

As valuation services advisor, Deloitte FAS will:

  (a) develop an estimate of the fair value of the business
      enterprise of the Debtors' reporting units as of the
      effective date of a plan of reorganization;

  (b) perform a reconciliation of the aggregate value of the
      Reporting Units to the overall enterprise value of the
      Debtors;

  (c) develop estimates of fair value of the business enterprise
      of the Debtors' various legal entities as of the Effective
      Date; and

  (d) develop an estimate of the fair value of certain assets
      and liabilities as of the Effective Date for each of the
      Reporting Units.

The assets and liabilities subject to appraisal are anticipated to
include:

  -- Tangible Assets:
     * Merchandise inventory;
     * Rental library;
     * Real property assets; and
     * Personal property assets;

  -- Intangible Assets:
     * Trademarks/trade names;
     * Movie studio contracts/relationships;
     * Customer lists/relationships;
     * Favorable contracts;
     * Technology patents; and
     * Employment/non-compete agreements; and

  -- Liabilities:
     * Unfavorable leasehold interests; and
     * Unfavorable contracts.

The Debtors will pay Deloitte FAS based on these agreed hourly
rates:

  Personnel Classification            Rate
  ------------------------            -----
  Partner, Principal, or Director     $550
  Senior Manager                      $475
  Manager                             $425
  Senior Associate                    $325
  Associate and Junior Staff          $275

Deloitte FAS will also be reimbursed of its necessary expenses.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

In its latest monthly operating report filed with the
Bankruptcy Court, Blockbuster disclosed $1.066 billion in
assets, $422.2 million in liabilities not subject to compromise
and $1.165 billion in liabilities subject to compromise, and a
deficit of $533.8 million as of Nov. 28, 2010.

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


BLOCKBUSTER INC: M. Rudd Insists on Request for Equity Committee
----------------------------------------------------------------
As a follow up to his request for the appointment of an equity
committee in Blockbuster Inc.'s bankruptcy cases, Mark L. Rudd
submitted to the Bankruptcy Court more information in hopes that
further consideration will be given to the sought appointment.
Among the information provided are, as asserted by Mr. Rudd, links
to "some of the good news and recent happenings that are lining up
to show Blockbuster has a very bright future."

As a party-in-interest, Mr. Rudd says that he understands that the
burden is on the equity holders to convincingly prove these
standards for the appointment of an equity committee to the US
Trustee and subsequently the bankruptcy judge:

  (1) Number of shareholders;

  (2) Complexity of the case;

  (3) Whether the interests of shareholders are already
      represented;

  (4) Solvency of the Debtor; and

  (5) Cost to estate outweighs the adequate representation
      interest of shareholders.

Mr. Rudd tells the Court that the standards are met.  He alleges
that it is clear that the Debtors, the Official Committee of
Unsecured Creditors, secured noteholders and senior noteholders
are not looking out for the interests of the shareholders.  In
fact, he contends, they all agree that the equity holders are not
parties-in-interest, even though the actions of these other
entities do show they see value in Blockbuster.

"The nature of this particular proceeding is such that without an
equity committee the shareholders will have no voice," Mr. Rudd
asserts.

The Debtors' claims that "they are hopelessly insolvent is clearly
untrue, they are still admitting to generating close to 3 billions
in revenue, with one billion in debt, debt that can be swapped for
equity by the court," Mr. Rudd also contends.  He points out that
the bankruptcy estates will survive and prosper.  He insists that
the equity holders should be allowed to participate in the plan
process in hopes that they can eventually participate in the
confirmation of that plan.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

In its latest monthly operating report filed with the
Bankruptcy Court, Blockbuster disclosed $1.066 billion in
assets, $422.2 million in liabilities not subject to compromise
and $1.165 billion in liabilities subject to compromise, and a
deficit of $533.8 million as of Nov. 28, 2010.

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


BLOCKBUSTER INC: Wins OK for PricewaterhouseCoopers as Auditors
---------------------------------------------------------------
The Bankruptcy Court authorized Blockbuster Inc. and its debtor-
affiliates to employ PricewaterhouseCoopers LLP as their
independent auditors and accounting advisors, nunc pro tunc to the
Petition Date, in accordance with the terms and conditions set
forth in the Engagement Letters.

Judge Burton Lifland directed PwC to provide a 10-day notice to
the Debtors, the U.S. Trustee, the Official Committee of Unsecured
Creditors, and any other official committee prior to any increases
in the rates set forth in the application and the Engagement
Letters, and the notice must be filed with the Court.  The U.S.
Trustee retains all rights to object to any rate increase on all
grounds, including the reasonableness standard provided for in
Section 330 of the Bankruptcy Code, and the Court retains the
right to review any rate increase pursuant to Section 330.

Notwithstanding anything to the contrary in the Engagement
Letters, the application, or the affidavit submitted with the
application, to the extent that the Debtors require PwC to perform
any services other than (i) those detailed in the Engagement
Letters, and (ii) other services directly related to services
detailed in the Engagement Letters in the Chapter 11 cases, the
Debtors will seek further application for an order of approval by
the Court for those additional services and that application will
set forth, in addition to the additional services to be performed,
the additional fees sought to be paid.

Judge Lifland also ruled that PwC will not be entitled to the
reimbursement of attorney fees and expenses other than in
connection with indemnification set forth in the application.

Prior to the entry of the order, no objections were filed, but the
Debtors received informal comments to the form of order from the
Office of the United States Trustee for Region 2.  Hence, the
Debtors submitted a revised proposed order to resolve the U.S.
Trustee's concerns.

As auditors and advisors, PwC has agreed to:

  -- under the 2010 Audit Engagement Letter:

     * perform an integrated audit of the consolidated financial
       statements for 2011; and

     * audit and report on the effectiveness of the Debtors'
       internal controls over financial reporting as of
       January 2, 2011, assessing the risk that a material
       weakness exists, testing and evaluating the design and
       operating effectiveness of internal controls over financial
       reporting based on the assessed risk, and performing
       other procedures as necessary; and

  -- under the Bankruptcy Services Statement of Work:

     * scope the Debtors' fresh start accounting and incremental
       audit procedures associated with the filing of the
       Debtors' Chapter 11 bankruptcy petitions, as well as
       providing advisory services to further educate the
       Debtors on GAAP requirements, potential accounting
       choices they may select, and industry standard practices
       that are traditionally used during the application of
       fresh start accounting; and

     * perform additional incremental audit procedures related
       to the Debtors' accounting during bankruptcy.

PwC may also render additional related support and services deemed
appropriate and necessary to the Debtors' bankruptcy estates,
including recurring tax consulting services and services relating
to matters involving tax authorities.  To the extent that the
Debtors ask that PwC perform additional services not contemplated
by the Engagement Letters or directly related to services detailed
in the Engagement Letters, the Debtors will seek further Court
order.

Pursuant to the terms and conditions of the Engagement Letters,
and subject to the Court's approval, the Debtors propose to
(i) compensate PwC for the services rendered pursuant to the
Engagement Letters, (ii) compensate PwC for all additional
services it provides to the Debtors on an hourly basis in
accordance with PwC's ordinary and customary rates in effect on
the date the services are rendered, and (iii) reimburse actual
and necessary costs and expenses incurred by PwC in connection
with the services performed on behalf of the Debtors.

The estimated total fees to be paid to PwC for the services to be
provided is:

  Services Provided                         Estimated Fees
  -----------------                         --------------
  Integrated Audit                              $2,500,000
  (2010 Audit Engagement Letter)

  Bankruptcy Specialist Assistance     $250,000 - $300,000
  with the Integrated Audit
  (Statement of Work)

PwC's domestic hourly rate ranges are:

  Professional Level                Hourly Rate Range
  ------------------                -----------------
  Partner                               $520 - $910
  Managing Directors                    $510 - $580
  Director/Senior Manager               $360 - $650
  Manager                               $255 - $400
  Senior Associate                      $190 - $335
  Associate/Analysts                    $105 - $290
  Paraprofessional                       $70 - $135

Mr. McDonald discloses that PwC is not owed any amounts for
prepetition services performed for the Debtors.  He adds that in
the 90 days prior to the Petition Date, Blockbuster paid PwC
$959,955 in fees and $17,339 for reimbursement of expenses.

David Evans, a partner at PwC, assures the Court that PwC is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

In its latest monthly operating report filed with the
Bankruptcy Court, Blockbuster disclosed $1.066 billion in
assets, $422.2 million in liabilities not subject to compromise
and $1.165 billion in liabilities subject to compromise, and a
deficit of $533.8 million as of Nov. 28, 2010.

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


BORDERS GROUP: Bankruptcy Filing Seen Monday or Tuesday, WSJ Says
-----------------------------------------------------------------
The Wall Street Journal reports that people familiar with the
matter said Borders Group may file for bankruptcy reorganization
as early as Monday or Tuesday.

The Wall Street Journal's Jeffrey A. Trachtenberg and Paul Sonne
report that, according to people familiar with the matter, Borders
has been putting the finishing touches on a store-closure program
that could eliminate more than one-third of its 674 stores as part
of a Chapter 11 restructuring.

Michael J. De La Merced and Julie Bosman, writing for The New York
Times' DealBook, report that Borders had largely failed to
persuade publishers to convert payments they had been owed since
late last year into interest-bearing loans.

NY Times' DealBook relates that according to a person briefed on
the matter Borders has also been working on securing financing to
support itself through a Chapter 11 filing.  Borders had indicated
in January it might need to file for bankruptcy despite receiving
a $550 million loan commitment from GE Capital.

"There have been constant inquiries by reporters, and stories
written, regarding whether Borders is considering a Chapter 11
filing," Mary Davis, a Borders spokeswoman, wrote in an e-mailed
statement, according to NY Times' DealBook. "Borders is not
prepared at this time to report on the course of action it will
pursue."

According to the Journal's Messrs. Trachtenberg and Sonne,
liquidation firms that specialize in running "going out of
business" sales have been bidding in recent days for the right to
close unprofitable Borders stores.  The Journal relates Borders
initially plans to close about 200 stores, and possibly 50 or so
more later.  Borders plans to get a bankruptcy loan and use court
proceedings to slim down and remain viable.  Wall Street bankers
and lawyers who have studied the chain believe avoiding
liquidation could be a long shot.

The Journal says Borders declined to comment.

Sources told NY Times' DealBook that neither of Borders' biggest
shareholders -- the company's chairman and chief executive,
Bennett S. LeBow, and the hedge fund manager William A. Ackman --
has indicated a willingness to put new money into the bookseller.
DealBook notes that Mr. Ackman disclosed in a regulatory filing
late last year that he would be willing to loan Borders up to
$960 million to finance a merger with Barnes & Noble, the
company's bigger rival.

Shares in Borders began falling on Friday after news of the
bankruptcy filing's timing was reported by The Wall Street Journal
online.  The shares dropped to 25 cents in late-afternoon trading.
Borders' stock has fallen nearly 80% over the last 12 months.

According to the Journal's Messrs. Trachtenberg and Sonne, a
Borders bankruptcy filing will mean fewer places for consumers to
buy books, which in turn is expected to speed the pace of online
and e-book sales.

"Once physical shelf space is gone, it's gone forever," says Mark
Coker, chief executive of Smashwords Inc., an e-book publishing
and distribution platform based in Los Gatos, California,
according to the Journal.  "If you remove books from our towns and
villages and malls, there will be less opportunity for the
serendipitous discovery of books. And that will make it tougher to
sell books."

                       About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  Borders is the nation's second-largest
bookstore chain by revenue, behind Barnes & Noble Inc.

As of October 30, 2010, Borders had total assets of
$1.35 billion, total liabilities of $1.40 billion, and a
stockholders' deficit of $40.8 million.

Borders received a financing commitment of $550 million from the
General Electric unit on Jan. 27.  The funding had several
conditions including securing $175 million from other lenders and
$125 million in junior debt provided by vendors and lenders.  The
funding is also contingent on Borders completing a program to
close stores.  Borders said on Dec. 30, 2010, that it was
delaying payments to some publishers.

News sources report that Borders has tapped Jefferies & Co. for
investment banking services, has turned to Kasowitz, Benson,
Torres & Friedman for legal advice, and has hired restructuring
specialist FTI Consulting Inc. for additional advice and counsel.
The New York Times has reported that Lowenstein Sandler is
providing legal counsel and Alvarez & Marsal is providing other
corporate restructuring guidance to a group of publishers.


BOSQUE POWER: Senior Lenders' Plan Becomes Effective
----------------------------------------------------
The First Amended Joint Plan of Reorganization proposed by the
senior lenders for Bosque Power Company, LLC, BosPower Partners,
LLC, and Fulcrum Marketing and Trade, LLC, became effective
February 4, 2011.

The Bankruptcy Court confirmed the Plan on October 7, 2010.  The
Plan provides for full payment of allowed general unsecured claims
in Class 5.  Holders of allowed prepetition secured claims in
Class 2 will receive its pro rata share of 100% of the new
securities issued by BPP and outstanding on the effective date.
Although Holders of Intercompany Interests in BPC will not receive
any distribution on account of the intercompany interests,
intercompany interests in BPC will not be cancelled and, solely to
implement the PSP Plan, will be reinstated.

A full-text copy of the disclosure statement explaining the
Lenders' Plan is available for free at:

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

Counsel to CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH are:

          Mitchell A. Seider, Esq.
          David A. Hammerman, Esq.
          LATHAM & WATKINS, LLP
          885 Third Avenue
          New York, NY 10022-4834
          Telephone: 212-906-1200
          Facsimile: 212-751-4864
          E-mail: Mitchell.Seider@lw.com
                  David.Hammerman@lw.com

Counsel to the REQUIRED LENDERS are:

          Dennis F. Dunne, Esq.
          Steven Z. Szanzer, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          One Chase Manhattan Plaza
          New York, New York 10005-1413
          Telephone: 212-530-5000
          Facsimile: 212-530-5219
          E-mail: ddunne@milbank.com
                  sszanzer@milbank.com

Counsel to CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and the
REQUIRED LENDERS are:

          Robert D. Albergotti, Esq.
          Abigail Ottmers, Esq.
          HAYNES AND BOONE, LLP
          2323 Victory Avenue, Suite 700
          Dallas, Texas 75219
          Telephone: 214-651-5000
          Facsimile: 214-651-5940
          E-mail: robert.albergotti@haynesboone.com
                  eric.terry@haynesboone.com
                  abigail.ottmers@haynesboone.com

                        About Bosque Power

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000. Bosque
sells its energy and ancillary services in the Texas power market.
Bosque Power Partners owns 100% of the membership interest in
Bosque Power.

Bosque Power filed for Chapter 11 protection in Waco, Texas
(Bankr. W.D. Tex. Case No. 10-60348).  Affiliate BosPower
Development, BosPower Development Blocker I, BosPower Development
Blocker II, BosPower Partners and Fulcrum Marketing and Trade also
sought bankruptcy protection.

Jeff J. Marwil, Esq., Peter J. Young, Esq., and Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago, Illinois, serve as the
Debtors' counsel.  Henry J. Kaim, Esq., at King & Spalding LLP,
serves as bankruptcy co-counsel to the Debtors.  The Debtors also
tapped Morgan, Lewis & Bockius LLP as special corporate counsel;
Greenhill & Co. LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.


BOSTON GENERATING: Appeals Court Won't Reverse Constellation Sale
-----------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports
that, in a filing with the U.S. Court of Appeals for the Second
Circuit made last week, three judges denied the appeal of
MatlinPatterson Global Advisors LLC and Wilmington Trust FSB, the
agent for Boston Generating's second-lien lenders, to overturn the
sale of Boston Generating's assets to Constellation Energy Group
Inc.

According to Dow Jones, the creditors had appealed a $1.1 billion
sale of Boston Generating to fellow utility Constellation, which
closed in early January after receiving approval from both Judge
Shelley C. Chapman of U.S. Bankruptcy Court in Manhattan and the
Federal Energy Regulatory Commission.  The closing of the sale
made it unlikely that an appeal would succeed.

MatlinPatterson and Wilmington Trust, Dow Jones recalls, argued
that Boston Generating was worth far more than what it was sold
for, and that a proper "appraisal" of the company wasn't conducted
in bankruptcy court.

Judge Chapman in December allowed for the creditors' appeal, but
ruled not to stop the sale pending the appeal.

A clerk at the U.S. Court of Appeals said there wouldn't be a
written opinion about why the appeal was denied.

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors has tapped the law
firm of Jager Smith P.C. as its counsel.


BRISAM COVINA: Has Until March 17 to Propose Chapter 11 Plan
------------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York extended Brisam Covina LLC's
exclusive periods to file and solicit acceptances for their
proposed chapter 11 plan until March 17, 2011, and May 17,
respectively.

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, represent the Debtor.  The Debtor disclosed
$18.4 million in assets and $19.6 million in liabilities as of the
Chapter 11 filing.


BRISAM COVINA: Can Continue Using Cash Collateral Until Feb. 18
---------------------------------------------------------------
Brisam Covina LLC has obtained authorization from the Hon. Robert
E. Grossman of the U.S. Bankruptcy Court for the Eastern District
of New York to continue using the cash collateral until
February 18, 2011.

Ixis Real Estate Capital, Inc., subsequently known as Natixis Real
Estate Capital Inc., asserts, among other things, a valid and
perfected first priority lien against all of the Debtor's assets,
including its cash and accounts receivable.  The Debtor had
borrowed from Natixis $16.4 million for the purchase and
renovation of a hotel and certain other property.

Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, explained that the Debtor needs to use Natixis'
cash collateral to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtors will use the collateral.

The Debtor will provide the Lender these reports:

  (i) a bi-weekly written report, commencing on September 13,
      2010, and on every other Monday thereafter during the
      interim period, itemizing any disbursements through the
      Friday prior, by category authorized herein and pursuant to
      the budget including a reconciliation of actual to planned
      payments;

(ii) a bi-weekly written report, commencing on September 13,
      2010, and on every other Monday thereafter during the
      interim period, setting forth collection and disbursement
      activity in all of the Debtor's Bank Accounts, including a
      reconciliation of actual to forecasted cash flow through the
      Friday prior; and

(iii) all reports which Debtor is obligated to deliver to Lender
      pursuant to the Loan Agreement, as and when required
      thereunder.

The Debtor will make its request for operating expense funding
substantially in the form and manner as that made to the Lender
prior to August 17, 2010, provided, however, that the requests and
transfers will be made on a bi-weekly basis in amounts consistent
with the budget unless otherwise agreed by the Lender.

A continued hearing on the Debtor's request to use cash collateral
will be held on February 9, 2011, at 1:30 p.m.

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, represent the Debtor.  The Debtor disclosed
$18.4 million in assets and $19.6 million in liabilities as of the
Chapter 11 filing.


CALIFORNIA COASTAL: Aims to Terminate Underfunded Pension Plan
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that California Coastal
Communities Inc. is looking to terminate its underfunded pension
plan in a move that its lenders have made a condition if they are
to fund the restructuring of the Debtor.

California Coastal said it made "exhaustive efforts" to maintain
its obligations to the defined-benefit pension plan covering 68
current and former employees, but its lenders have "steadfastly
refused" to support a Chapter 11 plan of reorganization that would
leave these obligations intact, according to DBR.

"The debtors' only remaining option for exiting Chapter 11 with
the continued employment of its work force is confirmation of the
current proposed plan of reorganization and termination of the
pension plan," California Coastal said in court papers filed, the
report notes.

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
(OTC QB: CALCQ) -- http://www.californiacoastalcommunities.com/--
is a residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CALIFORNIA COASTAL: Plan Confirmation Hearing Set for February 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Feb. 16, 2011, at 11:00 a.m., to
consider the confirmation of California Coastal Communities,
Inc., et al.'s Plan of Reorganization, amended as of January 12.

The Company has support of the Plan from over 80% of its senior
secured lenders.  That Plan deleverages the Company by converting
$56 million of the senior term loan into equity and provides no
recovery for current equity holders.

A full-text copy of the disclosure statement explaining the Plan
is available for free at
http://bankrupt.com/misc/CALIFORNIACOASTAL_amendedDS.pdf

                    About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal disclosed
$4.23 million in assets and $250.5 million in liabilities as of
the Chapter 11 filing.


CANYON NAT'L BANK: Closed; Pacific Premier Bank Assumes Deposits
----------------------------------------------------------------
Canyon National Bank of Palm Springs, Calif., was closed on
Friday, February 11, 2011, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Pacific
Premier Bank of Costa Mesa, Calif., to assume all of the deposits
of Canyon National Bank.

The three branches of Canyon National Bank will reopen during
their normal business hours as branches of Pacific Premier Bank.
Depositors of Canyon National Bank will automatically become
depositors of Pacific Premier Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Canyon
National Bank should continue to use their existing branch until
they receive notice from Pacific Premier Bank that it has
completed systems changes to allow other Pacific Premier Bank
branches to process their accounts as well.

As of December 31, 2010, Canyon National Bank had around $210.9
million in total assets and $205.3 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Pacific Premier Bank agreed to purchase essentially all of the
assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-5169.  Interested parties also can
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/canyonstate.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $10.0 million.  Compared to other alternatives, Pacific
Premier Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Canyon National Bank is the eighteenth FDIC-insured
institution to fail in the nation this year, and the first in
California.  The last FDIC-insured institution closed in the state
was First Vietnamese American Bank, Westminster, on November 5,
2010.


CARLTON GLOBAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Carlton Global Resources, LLC, filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $29,800,000
  B. Personal Property            $9,044,466
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,989,122
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $15,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,616,280
                                 -----------      -----------
        TOTAL                    $38,844,466       $7,620,402

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection on December 1, 2010 (Bankr. C.D.
Calif. Case No. 10-48739).  According to the Debtor's docket, the
Court denied employment of Stephen R. Wade as counsel.  To date,
the Debtor has not applied for a replacement of Mr. Wade.

The case was reassigned from Judge Thomas B. Donovan to Judge
Scott C. Clarkson.


CATHOLIC CHURCH: CMRSA Wants Fairbanks Trustee Objection Denied
---------------------------------------------------------------
The Catholic Mutual Relief Society of America filed a response to
the objections to the Court's proposed findings of fact and
conclusions of law filed by Robert L. Berger, settlement trustee
under the Catholic Bishop of Northern Alaska's Third Amended and
Restated Joint Plan of Reorganization.

In its response, Catholic Mutual says that the Court's
recommendations in its Proposed Findings may be summarized as:

  (1) Catholic Mutual's second motion for partial summary
      judgment should be granted because the Diocese's conduct
      in entering into the Third Amended and Restated Joint Plan
      of Reorganization constitutes a material breach of the
      occurrence-based coverage certificates that Catholic
      Mutual issued to CBNA, which was not excused by any prior
      breach of those certificates by Catholic Mutual; and

  (2) Catholic Mutual's motion to compel arbitration should be
      granted in part, to require the Settlement Trustee to
      submit all disputes under the claims-made certificate to
      Catholic Mutual as provided for under the dispute
      resolution provisions found in that certificate.

The Settlement Trustee does not challenge the Court's conclusion
that the Diocese has materially breached the terms of the
occurrence-based Certificates, relates John C. Wendlandt, Esq., at
Sedor, Wendlandt, Evans & Filippi, LLC, in Anchorage, Alaska.  He
contends that the Settlement Trustee, therefore, has conceded to
the issue of the Diocese's material breach.

"This concession disposes not only of the issue of CBNA's material
breach of the certificates, but also the issue of the resulting
prejudice to Catholic Mutual, which vitiates coverage as a matter
of law," Mr. Wendlandt argues.  He asserts that the Settlement
Trustee's attempts to deny prejudice to Catholic Mutual are not
only legally irrelevant, but wrong as a matter of law.

The Settlement Trustee argues that issues of arbitrability
regarding the claims-made certificate do not represent an actual
controversy amenable to judicial determination, and the Court
erred in finding that the dispute resolution procedures in the
claims-made certificate are not unconscionable, Mr. Wendlandt
says.  However, he points out, the dispute between Catholic Mutual
and the Settlement Trustee over the unconscionability -- and
enforceability -- of the procedures represents a concrete
controversy of sufficient magnitude and immediacy to justify the
Court's determination that claims be submitted to arbitration in
accordance with the procedures.

Accordingly, Catholic Mutual asks the Court to overrule the
Settlement Trustee's objections to the Proposed Findings.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The Bankruptcy Court entered its order confirming the "Debtor's
and the Official Committee of Unsecured Creditors' Third Amended
and Restated Joint Plan of Reorganization for the Catholic Bishop
of Northern Alaska" on February 17, 2010.  The effective date of
the Plan occurred on March 19, 2010.

In November 2010, Judge Donald MacDonald IV entered a final decree
and order closing the Chapter 11 case of the Catholic Bishop of
Northern Alaska.

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


CATHOLIC CHURCH: Milwaukee Committee Taps Pachulski as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Archdiocese of Milwaukee's bankruptcy case seeks authority from
the United States Bankruptcy Court for the Eastern District of
Wisconsin to retain Pachulski Stang Ziehl & Jones LLP as its
counsel, nunc pro tunc to January 25, 2011.

Charles Linneman, chairman of the Creditors Committee, tells Judge
Kelley that Pachulski Stang has represented official committees in
other diocesan bankruptcy cases, and is well-qualified to render
the proposed services to the Creditors Committee.

As counsel, Pachulski Stang will, among other things:

  (a) assist, advise and represent the Creditors Committee in
      its consultations with the Archdiocese regarding the
      administration of the case;

  (b) assist, advise and represent the Creditors Committee in
      analyzing the Archdiocese's assets and liabilities,
      investigate the extent and validity of liens and
      participate in and review any proposed asset sales, any
      asset dispositions, financing arrangements and cash
      collateral stipulations or proceedings.  Pachulski Stang
      does not anticipate involvement in analyzing the Debtor's
      liability to any particular survivor of sexual abuse;

  (c) review and analyze all applications, motions, orders,
      statements of operations and schedules filed with the
      Court by the Archdiocese or third parties, advise the
      Creditors Committee as to their propriety, and, after
      consultation with the Creditors Committee, take
      appropriate action;

  (d) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Creditors
      Committee;

  (e) represent the Creditors Committee at hearings held before
      the Court and communicate with the Creditors Committee
      regarding the issues raised, as well as the decisions of
      the Court; and

  (f) to perform all other legal services for the Creditors
      Committee, which may be necessary and proper in the
      proceeding.

Pachulski Stang will be paid based on its standard hourly rates,
and will be reimbursed for actual, necessary expenses and other
charges.  The principal attorneys presently designated to
represent the Creditors Committee and their current standard
hourly rates are:

     Professional          Rate
     ------------          ----
     James I. Stang        $650
     Kenneth H. Brown      $650
     Gillian N. Brown      $550
     Pamela E. Singer      $550

Gillian N. Brown, Esq., a partner at Pachulski Stang, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

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

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


CATHOLIC CHURCH: Milwaukee Panel Taps Howard as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Archdiocese of Milwaukee seeks permission from the
United States Bankruptcy Court for the Eastern District of
Wisconsin to retain Howard, Solochek & Weber, S.C., as its local
counsel, nunc pro tunc to January 25, 2011.

As local counsel, HS&W will, among other things:

  -- advise the Creditors Committee with respect to its rights,
     duties and powers in the bankruptcy case;

  -- assist and advise the Creditors Committee in its
     consultations with the Archdiocese relating to the
     administration of the case;

  -- assist and advise the Creditors Committee in analyzing the
     claims of the Archdiocese's creditors and its capital
     structure, and in negotiating with the holders of claims,
     and if appropriate, equity interests;

  -- assist the Creditors Committee's investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Archdiocese and other parties involved with the Diocese and
     its operation; and

  -- assist the Creditors Committee in analyzing transactions
     and issues relating to the Archdiocese's non-debtor
     affiliates.

Albert Solochek, Esq., Andrew Herback, Esq., and Jason Pilmaier,
Esq., are presently expected to do the primary work on the case,
Charles Linneman, chairman of the Creditors Committee, informs
Judge Kelley.  HS&W will be paid based on its ordinary and
customary hourly rates in effect on the date the services are
rendered, and will be reimbursed of its necessary expenses.

The current hourly rates of HS&W are:

     Professional          Rate
     ------------          ----
     Partners              $225
     Associates            $200
     Paraprofessionals   $50 - $70

Mr. Solochek assures Judge Kelley that HS&W is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

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

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


CCT COMMUNICATIONS: Shareholder's Bid for Fee Examiner Denied
-------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein denied the request of Dean
Vlahos, the sole shareholder of CCT Communications, Inc., for
reconsideration of the Court's Memorandum Decision Regarding Final
Fee Applications by Robinson Brog Leinwand Greene Genovese & Gluck
P.C. and Wiley Rein LLP, dated Aug. 24, 2010.  Mr. Vlahos
challenges the Court's refusal to appoint a fee examiner, or
alternatively, conduct an evidentiary hearing.  Mr. Vlahos reasons
that there must be duplication in the fees requested by Robinson
Brog, the Debtor's general bankruptcy counsel, and Wiley Rein,
which advised the Debtor with respect to telecommunications
issues, because both fee applications admit that the firms spent
the vast majority of their time on the litigation involving Global
Crossing.  Furthermore, the only way to deal with the prima facie
duplication was to appoint an examiner or conduct a hearing.

Judge Bernstein said Mr. Vlahos has not identified any controlling
legal principle that the Court overlooked.  Judge Bernstein
pointed out that "fee examiners" are not even provided for by the
Bankruptcy Code and there is no rule or standard mandating their
appointment.  Mr. Vlahos has also failed to identify any material
factual matters that the Court overlooked.

A copy of Judge Bernstein's January 22, 2011 Memorandum Decision
is available at http://is.gd/ilj9myfrom Leagle.com.

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

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


CDC PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CDC Properties I, LLC
        820 A Street #300
        Tacoma, WA 98402

Bankruptcy Case No.: 11-41010

Chapter 11 Petition Date: February 10, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Timothy W. Dore, Esq.
                  RYAN SWANSON & CLEVELAND PLLC
                  1201 3rd Ave Ste 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.com

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

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

The petition was signed by William Stegeman, member and manager of
Prium Companies LLC.

Debtor's List of four Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Davis Construction        Trade Debt             $100,000
13997 Old Naches Hwy
Naches, WA 98937

Green Johnny              Trade Debt             $23,202
PO Box 48542
Spokane, WA 99208

New Dimensions            Trade Debt             $13,339
8504 Canyon Rd E
Puyallup, WA 98371

North Country Sweeping    Trade Debt             $3,702

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Prium Kent Retail LLC                  10-45715   07/14/10
Prium Lakewood Buildings LLC           10-48621   10/19/10
Prium Meeker Mall LLC                  10-45713   07/14/10


CDX GAS: Court Closes Chapter 11 Reorganization Case
----------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas, in a February 2 court order, entered a
final decree closing the Chapter 11 case of CDX Gas, LLC.

The effective date of the Debtor's Plan of Reorganization occurred
in October 2009.

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.

The Company and 17 of its affiliates filed for Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 08-37922) on December
12, 2008.  Four additional affiliates filed voluntary petitions
under Chapter 11 on April 1, 2009.  CDX Rio, LLC, an entity in
which CDX Gas indirectly owns a 90% membership interest, and
Arkoma Gathering, LLC, an entity in which CDX Gas owns a 75%
membership interest, filed for Chapter 11 protection on April 1,
2009.  In its schedules, CDX disclosed total assets of
$996.3 million and total debts of $831.3 million.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represented
the Debtors in their restructuring effort.  Gardere Wynne Sewell
LLP, served as conflicts counsel.  Epiq Bankruptcy Solutions, LLC,
was the claims and noticing agent.  The Debtors also hired Ryder
Scott Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc., as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.

Plans were confirmed as to CDX Rio on July 10, 2009 and as to the
remaining Debtors on September 23, 2009.  The plan as to the
remaining Debtors provided for dismissal as to several of the
Debtors and merger as to several of the other Debtors.  The
remaining entities are CD Exploration, LLC, CDX Acquisition
Company, LLC, and Vitruvian Exploration, LLC.


CHOA VISION: Can Continue Using Cash Collateral Until March 31
--------------------------------------------------------------
Choa Vision, LLC, obtained authorization from the U.S. Bankruptcy
Court for the Central District of California to continue using
until March 31, 2011, the cash collateral of secured creditor 50
Morgan CT, LLC.

The Debtor can continue using the cash collateral pursuant to this
budget:

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

As adequate protection payments, the Debtor was ordered to pay 50
Morgan $85,000 for January, the sum of $85,000 for February, and
the sum of $85,000 for March.

All real property tax payments as shown in the Budget are to be
made directly to the taxing authority or to a segregated trust
account to be held for the benefit of the tax authority until
payment.  The Debtor will provide evidence of payment to 50 Morgan
by the end of each month.

The Debtor will provide to the secured creditor each month copies
of cash flow income and expense reports, in substantially the same
format as the budget.

50 Morgan will be granted replacement liens in the Debtor's
postpetition assets to the extent of all cash collateral used, to
the same extent, validity and priority as 50 Morgan's prepetition
liens; provided that the replacement liens won't extend to
avoidance actions.

A hearing regarding continued use of cash collateral will be held
on March 24, 2011, at 2:00 p.m.

                         About Choa Vision

Choa Vision LLC is a Los Angeles, California-based hotel company.
It filed for Chapter 11 protection on August 18, 2010
(Bankr. C.D. Calif. Case No. 10-44798).  Michael Jay Berger, Esq.,
at the Law Offices Of Michael Jay Berger, in Beverly Hills,
California, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CLOVERLEAF ENTERPRISES: Balks at Opposes Landow's Late $12MM Offer
------------------------------------------------------------------
Lindsey Robbins, staff writer at The Gazette, reports that winning
bidder Penn National Gaming and the U.S. bankruptcy trustee for
Rosecroft Raceway's owner are opposing a losing bidder's request
for permission to submit a new $12 million cash offer.

As reported in the Feb. 4, 2011 edition of the Troubled Company
Reporter, the bankruptcy judge has approved the sale of Rosecroft
Raceway to casino operator Penn National Gaming for $11 million in
cash over the objection of a group led by former state Democratic
Party Chairman Nathan Landow.  At an auction the week before, Penn
emerged as the winning bidder with its $10.25 million hearing.
However, the final price rose after Mr. Landow's group came up
with a last minute bid for the harness track.

According to The Gazette, Landow Partners also asked the judge to
reconsider its earlier bid of $11 million, plus $6 million in
conditional payments greater than the Penn National bid, if the
court doesn't approve its new bid.

The Gazette relates that in the new bid, Landow Partners also
included an additional $3 million if the harness track gets a
state-approved operating bond and $3 million within 90 days of
slots or table gambling becoming operational at the track.

In its request for reconsideration, Landow Partners said it didn't
initially increase its bid at the sale hearing because of a
misunderstanding.

                   About Cloverleaf Enterprises

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.

In April 2010, Judge Paul Mannes denied a motion to sell the
assets, saying the sale "primarily benefits" the track's sole
shareholder.  The Company's operations were halted in June 2010.

In November 2010, the U.S. Trustee named James J. Murphy to serve
as Cloverleaf's Chapter 11 trustee.


COLTS RUN: Court to Consider Trustee Appointment on Feb. 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until February 17, 2011, at 10:30 a.m., the hearing
on the motion to appoint a Chapter 11 trustee in the case of Colts
Run, LLC.

As reported by the Troubled Company Reporter on July 2, 2010,
secured creditor PNC Bank, National Association, as successor to
National City Bank, sought for the appointment of a Chapter 11
trustee, citing that the Debtor (a) failed to pay real estate
taxes; (b) withdrew funds from the security deposit accounts;
(c) failed to make any payment on account of its indebtedness to
PNC from February 1, 2010, through the Petition Date; and (d) made
a distribution to holders of equity interests.

At the Feb. 17 hearing, the Court will also consider the Debtor's
further access to the cash collateral of PNC Bank, and PNC Bank's
request for relief from stay on all real and personal property
collateral of Debtor.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, represents the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


COMPUTER SYSTEMS: Court to Dismiss Chapter 11 Case
--------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio has granted, in part, the motion of
Daniel M. McDermott, the U.S. Trustee for Region 9, to dismiss
Computer Systems Company, Inc., et al.'s Chapter 11 bankruptcy
case.

The U.S. Trustee said that the Debtor's Chapter 11 bankruptcy case
be converted or dismissed, there is no indication that the Debtor
can reorganized.  The Debtor, according to the U.S. Trustee, has
sold its assets and as a result, the Debtor is now in charge of
liquidating the estate.  "This is a task best performed by an
independent experienced trustee.  Moreover, professional fees in
this case for both Debtor's counsel and creditors' committee
counsel will continue if this case remains in Chapter 11," the
U.S. Trustee stated.

The Debtors are ordered to pay any unpaid U.S. Trustee fees and
court costs within 90 days.

The Court has ruled that the cases of Computer Systems Company,
Inc., and R4, LLC are dismissed provided, however, that this court
order is stayed, pending the entry of a final non-appealable order
in respect of the application for compensation and reimbursement
of expenses filed by Brown, Gibbons, Lang and Company Securities,
Inc..  After a ruling upon the application, the U.S. Trustee is
authorized to submit a supplemental order dissolving the stay and
noting the dismissal of the cases.

Strongsville, Ohio-based Computer Systems Co., also known as CSC
Group, is a provider of information management software for
health-care providers.  The Company and its subsidiary, R4, LLC,
filed for Chapter 11 bankruptcy on November 13, 2009 (Bankr. N.D.
Ohio Case No. 09-20802).  Computer Systems said that its assets
were $49.1 million and debt was $33.9 million at September 30,
2009.


CONSOLIDATED HORTICULTURE: To File Plan After Assets Sale
---------------------------------------------------------
Consolidated Horticulture Group LLC, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive period to file a Chapter 11 plan and solicit acceptance
of the plan by four months to June 9, 2011 and August 8, 2011,
respectively.

The Debtors are hopeful that they will be able to file a plan of
liquidation after completing the auction and sale process of its
assets.  Since the commencement of their Chapter 11 cases four
months ago, the Debtors have engaged in extensive efforts in
marketing their assets in order to conduct an auction and sale of
substantially all of their assets.  On December 17, 2010, the
Court entered an order approving bidding procedures for the sale,
scheduling the auction for February 25, 2011, and a hearing to
consider the sale for February 28, 2011.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent. The Official
Committee of Unsecured Creditors has tapped Lowenstein Sandler PC
as counsel and Blank Rome LLP as co-counsel.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


COYOTES HOCKEY: Glendale Plans Bond Sale This Week to Fund Sale
---------------------------------------------------------------
Mike Sunnucks at the Phoenix Business Journal reports that the
city of Glendale, Arizona, will try to sell bonds next week to
help finance the sale of the Phoenix Coyotes from the National
Hockey League to Chicago investment broker Matthew Hulsizer.

The bond sale comes as Standards & Poors Ratings Services and
Moody's Investors Service both downgraded some outlooks and
ratings for Glendale, according to the report.  S&P changed its
Glendale outlook to negative from stable but kept the city's
rating at 'AA.'

As reported in the Jan. 31, 2011 edition of the Troubled Company
Reporter, the city of Glendale is selling $100 million in bonds,
the proceeds of which will be transferred to Chicago financier
Matthew Hulsizer who has agreed to buy the Phoenix Coyotes and
keep the team in Glendale.  Glendale hopes to recoup the $100
million in bonds by charging for parking outside the arena.

According to the Business Journal, Glendale wants to sell the
bonds as part of $197 million, six-year deal to help Hulsizer buy
the Coyotes.  The NHL owns the team having bought it out of
Chapter 11 bankruptcy for $140 million.  Mr. Hulsizer wants to buy
the team for $160 million to $170 million.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.



EMMIS COMMUNICATIONS: Alden Seeks to Void $200,000 Loan to CEO
--------------------------------------------------------------
In a letter filed with the U.S. Securities and Exchange Commission
on February 3, 2011, Alden Global Capital Limited, Alden Global
Distressed Opportunities, Master Fund, L.P., and Smith Management
LLC asked the Board of Directors of Emmis Communications
Corporation to terminate and rescind a $200,000 loan made to a
company owned and controlled by Emmis' founder, CEO and Chairman,
Jeff Smulyan.

On December 27, 2010, Emmis Communications filed a current report
on Form 8-K announcing that it entered into an agreement with Bose
McKinney & Evans, LLP. and JS Acquisition, LLC, for the purpose of
coordinating the prosecution of certain litigation by JSA against
Alden relating to the going private transaction in which Emmis,
JSA and Alden participated earlier this year.

The Alden Entities strongly object to the Company's decision
asserting that the Loan clearly violates both the letter of
Section 402 of the Sarbanes-Oxley Act and the fundamental policy
underlying its enactment -- preventing executives of public
corporations from exploiting their control relationships with the
board of directors and the company in order to make the company
into the lender of last resort for its executives.

The Alden Entities seek to recover any proceeds of the Loan that
may have been distributed to JS Acquisition.  The Alden Entities
also seek to require that Mr. Smulyan and any member of the Board
who voted in favor of the Loan immediately reimburse Emmis for all
attorneys' fees and costs incurred in pursuing, implementing,
announcing and rescinding the Loan, including the repayment of all
Board fees paid for meetings associated with the Loan transaction
and its rescission.

The Alden Entities hold 3.32 million common stock representing
9.13% of the shares outstanding.  As of January 6, 2010, there
were 33,510,830 shares of Class A Common Stock outstanding.

                            About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

As of November 30, 2010, the Company's balance sheet showed
$499.9 million in total assets, $487.4 million in total
liabilities, $140.5 million in Series A cumulative convertible
preferred stock, a $177.8 million shareholders' deficit, and non-
controlling interests of $49.4 million.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


EVERGREEN ENERGY: Edgehill Partners Discloses 8.3% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Edgehill Partners disclosed that
it beneficially owns 2,170,923 shares of common stock of Evergreen
Energy Inc. representing 8.3% of the shares outstanding.  Other
affiliates of Edgehill Partners also disclosed beneficial
ownership of shares of the Company:

                                            Shares        Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
Edgehill Multi Strategy Master Fund       2,112,923      8.1%
William Bradford Todd White               2,170,923      8.3%
Jason Mann                                2,170,923      8.3%

On November 10, 2010 there were 18,888,491 shares of the Company's
common stock, $.001 par value, outstanding.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company's balance sheet as of September 30, 2010, showed
$33.93 million in total assets, $45.04 million in total
liabilities, $3,000 in temporary equity, and a stockholders'
deficit of $11.11 million.

Deloitte & Touche LLP, in Denver, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's recurring losses from
operations and stockholders' deficit.


EVERGREEN SOLAR: Debt Exchange Offer Expired Friday
---------------------------------------------------
Evergreen Solar Inc. gave noteholders two more days to approve a
debt exchange offer after failing to gain the necessary support
for the proposal by its self-imposed Wednesday deadline.

The Company extended until Friday, Feb. 11, the expiration date
for its offers to exchange:

    (i) an aggregate principal amount of up to $100,000,000 of new
        4.0% Convertible Subordinated Additional Cash Notes due
        2020, or the new 4% notes, for an aggregate principal
        amount of up to $200,000,000 of its 4.0% Senior
        Convertible Notes due 2013, or the existing 4% notes, and

   (ii) an aggregate principal amount of up to $165,000,000 of new
        7.5% Convertible Senior Secured Notes due 2017, or the new
        7.5% notes, for an aggregate principal amount of up to
        $165,000,000 of its 13.0% Convertible Senior Secured Notes
        due 2015, or the existing 13% notes, and the related
        consent solicitation.

Based on a preliminary count provided to the Company by the
exchange agent, as of 11:59 p.m., New York City time, on Feb. 9,
holders of approximately $64 million aggregate principal amount of
the existing 4% notes (or approximately 26% of the existing 4%
notes outstanding) had tendered for exchange, and holders of
approximately $79 million aggregate principal amount of the
existing 13% notes (or approximately 48% of the existing 13% notes
outstanding) had tendered for exchange and had delivered consents
to the proposed amendments to the indenture governing the existing
13% notes.

At a meeting of the Company's stockholders held Feb. 9, the
Company's stockholders approved the specific terms of the proposed
exchange offers as required by Nasdaq Marketplace Rule 5635.  As
such, the Company will either close the current exchange offers on
Feb. 11 at 5:00 p.m., New York time, or terminate the offers if
their respective conditions are not met.

Lazard Capital Markets LLC is serving as the dealer manager for
the exchange offers and consent solicitation.  The information
agent for the exchange offers and consent solicitation is The
Proxy Advisory Group, LLC and the exchange agent for the exchange
offers and consent solicitation is U.S. Bank National Association.

                      Recapitalization Plan

In December, Evergreen Solar announced a comprehensive
recapitalization plan that, among others, will substantially
reduce the Company's outstanding indebtedness and annual interest
expense.  The plan is comprised of these key elements:

     -- Exchange offers and a consent solicitation;

     -- Raising additional capital by seeking to sell up to
        $40,000,000 aggregate principal amount of Evergreen
        Solar's new 4% Convertible Subordinated Additional Cash
        Notes due 2020;

     -- Implementing the 1-for-6 reverse stock split previously
        approved by Evergreen Solar's stockholders; and

     -- Increasing Evergreen Solar's authorized shares of common
        stock from 120,000,000 to 240,000,000 shares (after giving
        effect to the reverse stock split), in order to ensure
        that the company has sufficient shares available for
        future issuances.

On January 11, 2011, Evergreen Solar said it intends to shut down
operations at its Devens manufacturing facility by the end of the
first quarter of 2011 to better position the Company to pursue its
industry standard size wafer strategy and preserve the Company's
liquidity.

Lazard Capital Markets LLC serves as the dealer manager for the
exchange offers and consent solicitation and sole bookrunner for
the new money offering.  The information agent for the exchange
offers and consent solicitation is The Proxy Advisory Group, LLC
and the exchange agent for the exchange offers and consent
solicitation is U.S. Bank National Association.

                       About Evergreen Solar

Marlboro, Massachusetts, December 6, 2010 -- Evergreen Solar, Inc.
(NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops,
manufactures and markets String Ribbon(R) solar power products
using its proprietary, low-cost silicon wafer technology.

The Company's balance sheet at Oct. 2, 2010, showed $835.05
million in total assets, $486.2 million in liabilities and
stockholders' equity of $348.8 million.


FIRST METALS: Noteholders OK Sale of Fabie & Magusi Properties
--------------------------------------------------------------
First Metals Inc disclosed that holders of its outstanding 5%
secured notes have approved a resolution directing the company to
proceed with the sales of the Corporation's Fabie Bay and Magusi
River properties in Quebec as well as certain heavy equipment.
Pursuant to the resolution the net proceeds from such sales will
be paid to the note holders on a pro rata basis and following such
payment the noteholders will release the Corporation from any
remaining liabilities under the notes.

The Corporation has been in negotiations for the sales of these
assets on behalf of the noteholders and expects to enter
definitive agreements in respect thereof in the near future.

Michael Churchill, the Corporation's President and Chief Executive
Officer commented, "I believe the results of the noteholder vote
underscores the effort we've put into the restructuring process to
maximize recoveries for the note holders and shareholders and
generally balance everyone's interests in light of fact the
Corporation has been in default of its notes for several months.
The alternative was a bankruptcy and liquidation which we believe
would have resulted in less recoveries for the noteholders and no
chance of any recovery for holders of common shares."

                              About FMA

First Metals Inc. is a resource company with two main Zinc-Copper
deposits, Fabie Bay and Magusi River.  Fabie Bay was producing
until December 2008 when production was suspended.  The company
filed a proposal under Part III of the Bankruptcy and Insolvency
Act in April 2009.  The company received approval for is proposal
under Part III of the Bankruptcy and Insolvency Act in June 2009.

Richard Williams and Jay Richardson who had held their respective
positions of President-CEO and Secretary-Treasurer since July 22nd
2008, were terminated by the board effective January 8th, 2010.
Michael Churchill was installed by the board January 8th, 2010 as
President and CEO with a specific mandate to assess and report on
the financial and operational status of FMA, formulate a new
operational and reorganization plan, and then implement the plan.


FRED NEAL: Barred From Filing Bogus Debt Instruments
----------------------------------------------------
United States of America, v. Fred and Doris-June Neal, Case No.
10-cv-03029 (W.D. Ark.), seeks declaratory and injunctive relief
against Fred and Doris-June Neal for the filing of bogus debt
instruments and fake legal documents against federal officials and
employees.  The U.S. government asked the Court to declare the
Neals' maritime liens, bonded promissory notes, and certificates
of non-performance null, void, and without legal effect.  It also
seeks a permanent injunction under 26 U.S.C. Sec. 7402 to prevent
the Neals from further violating the Internal Revenue Code and
from causing additional specified harm to federal employees,
judicial officials, and the United States.

District Judge Nanette K. Laughrey granted the Government's motion
for summary judgment.  By failing to respond to the Motion, the
Neals have admitted that the liens, notes, and certificates of
non-performance are all fraudulent.  Moreover, each of the 11
individuals against whom the Neals have filed maritime liens and
the individuals named by the Neals as co-fiduciaries on their
bonded promissory notes have had no personal or private
relationship or contacts of any nature with Defendants Fred or
Doris-June Neal.  The only contact which these individuals have
had with the Neals has arisen out of the substance and proceedings
of the Arkansas case, the Texas case, and the Neals' bankruptcy
proceedings.  Several of the notes and liens were filed by the
Neals in response to court proceedings in both Arkansas and Texas.

A copy of the District Court's order is available at
http://is.gd/8ihfHLfrom Leagle.com.

The Neals filed for Chapter 13 bankruptcy (Bankr. W.D. Ark. Case
No. 09-70014) early in 2009.  On March 18, 2009, the bankruptcy
court dismissed the Chapter 13 proceeding because the Neals did
not satisfy the eligibility requirements.

On June 24, 2009, the Neals filed for Chapter 11 bankruptcy with
the same bankruptcy court (Bankr. W.D. Ark. Case No. 09-73097),
and listed the liens among their assets.  The United States moved
to dismiss the Neals' Chapter 11 proceeding on the ground that the
Neals filed for bankruptcy solely to evade collection of their
federal income tax liabilities.  On February 5, 2010, Judge Ben T.
Barry dismissed the bankruptcy proceeding.  He found that the
proceeding was based on a "faulty premise."


GAS CITY: Seeks May 24 Extension of Exclusive Plan Filing Period
----------------------------------------------------------------
Judge Eugene Wedoff will hold a hearing on February 15, 2011, at
10:00 a.m., in Chicago, to consider Gas City Ltd. and its
affiliates' request for a 90-day extension of their exclusive
periods to file a chapter 11 plan or plans of reorganization and
to solicit acceptances of the plan:

     -- through and including May 24, 2011, for the Exclusive Plan
        Filing Period; and

     -- through and including July 22, 2011, for the Exclusive
        Solicitation Period.

The Debtors told the Court that since the Petition Date, they have
been operating their businesses and, at the same time, working
toward a going concern sale of substantially all assets.  The
Debtors and their professional advisors have devoted a substantial
amount of time and resources to, among other things, negotiating
cash collateral and sale procedures issues, negotiating a global
settlement with their creditors regarding the allocation and
distribution of sale proceeds, filing the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
conducting the marketing and going concern sale process.

According to the Debtors, because of the large size of their
business and the complexity of the sale process, they require
additional time to complete the sale process and determine the
most beneficial conclusion and exit from bankruptcy for their
estates and creditors, based in part on the sale results.  The
Debtors said an extension of their exclusive periods to file and
solicit acceptances to a chapter 11 plan is necessary to prevent
the distraction and additional strain on the Debtors' limited
resources that would be caused if a competing chapter 11 plan were
to be filed while the Debtors are trying to maximize value for all
creditors through the sale process.

                        About Gas City

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

Paul V. Possinger, Esq., at Proskauer Rose LLP, and Daniel A.
Zazove, Esq., at Perkins Coie LLP, represent the Debtors.
A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief
restructuring officer.  Kurtzman Carson Consultants is the
Debtors' claims agent.  The Official Committee of Unsecured
Creditors has tapped Pachulski Stang Ziehl & Jones LLP and
Levenfeld Pearlstein, LLC, as co-counsel and Mesirow Financial
Consulting, LLC, as financial advisors.


GENERAL MOTORS: Claims Settlement Total $51.1 Mil. in 4th Quarter
-----------------------------------------------------------------
Motors Liquidation Co. and its units reported to the Court that
during the fiscal quarter ending December 31, 2010, they entered
into 73 settlements with claimants pursuant to the Claims
Settlement Procedures Order.

Under the Settlements, the Claimants received settlement amounts
totaling $51,161,890 with respect to their allowed general
unsecured claims.

A schedule of the Claim Settlements is available for free
at http://bankrupt.com/misc/gm_4thQClaimsSettlement.pdf

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Opposes TP Lenders Plea for Valuation Hearing
-------------------------------------------------------------
Wells Fargo Bank Northwest, N.A., as agent, on behalf of certain
lenders known as "TPC Lenders" previously filed an objection to
the motion selling all of General Motors' assets to preserve the
lenders' rights and interests to two facilities of General Motors
Corporation -- a transmission manufacturing plant in White Marsh,
Maryland and a distribution center in Memphis, Tennessee -- the
TPC Property.  Steven M. Bierman, Esq., at Sidley & Austin LLP, in
New York -- sbierman@sidley.com -- says that since entry of the
Sale Order, the TPC Lenders have commissioned appraisals of the
Facilities and have engaged in discussions with New GM in an
effort reach agreement upon the value of the Facilities.  However,
those discussions have not been successful in reaching an agreed-
upon value for the Facilities, he points out.

By this motion, the Agent, on behalf of the TPC Lenders, asks the
Court to:

  (i) initiate valuation proceedings for the Facilities as
      contemplated by the 363 Sale Order; and

(ii) establish an appropriate schedule with respect to these
      valuation proceedings.

The TPC Lenders are Norddeutsche Landesbank Girozentrale (New York
Branch), as administrator; and Hannover Funding Company, and
Deutsche Bank, AG, New York Branch, HSBC Bank USA, ABN AMRO Bank
N.V., Royal Bank of Canada, Bank of America, N.A., Citicorp USA,
Inc., Merrill Lynch Bank USA, Morgan Stanley Bank, as purchasers.

While the Debtors understand the requirements of the Sale Order,
the Debtors are concerned about the timing of the TPC Lenders'
request for a valuation hearing at this time, counsel to the
Debtors, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, in New York tells Judge Gerber.

"It is not appropriate for the Debtors to be required to engage
in discovery, briefing and a contested valuation hearing while
simultaneously prosecuting confirmation of their Amended Joint
Chapter 11 Plan of Reorganization," Mr. Smolinsky stresses.

Since Wells Fargo Bank Northwest, N.A., as agent to the TPC
Lenders, filed the Valuation Motion over a year after entry of
the Sale Order, it is hard to imagine that valuation of a
transmission manufacturing plant in White Marsh, Maryland and a
distribution center in Memphis, Tennessee -- the "TPC Property" -
- now is a particularly pressing matter, Mr. Smolinsky contends.

On the effective date of the Plan, there will be a change of
control wherein responsibility for this matter will be
transferred to the GUC Trust, he explains.  He says the Debtors
currently intend to effectuate their Plan in March 2011.  The TPC
Lenders propose to complete discovery and briefing in late March
orearly April with an evidentiary hearing shortly thereafter.
Against this backdrop, it would be highly prejudicial to the GUC
Trust Administrator to be required to direct and participate in a
valuation proceeding immediately after assumption of its
responsibilities without a sufficient opportunity to familiarize
itself with this matter, he argues.

Mr. Smolinsky also points out that the Debtors' participation in
this dispute is not entirely necessary.  Indeed, the Debtors are
only responsible for satisfaction of the TPC Lenders' secured
claim out of General Motors LLC {"New GM") stock in amounts
exceeding $90.7 million, he asserts.  It would also not surprise
the Debtors to learn that New GM and the TPC Lenders agree that
the value of the TPC Property is less than $90.7 million, he
says.  The Debtors thus urge the TPC Lenders to concede this
fact, in which case it would not be necessary for the Debtors to
participate in the valuation trial and the timing concerns would
no longer be an issue.

To the extent the TPC Lenders do not make this concession, the
Debtors support the proposal of New GM to bifurcate this matter
by first determining the threshold legal issue of which valuation
methodology to employ and delaying any scheduling of a valuation
hearing until after the effective date of the Plan.

In a separate response, New GM insists that the language of the
Sale Order is clear; the "fair market value" method -- and no
other valuation standard -- is to be used to value the TPC
Property.  New GM also disputes that TPC Lenders' position that
the separate and distinct "value in use" method should be
considered to value the TPC Property.

Counsel to New GM, Arthur Steinberg, Esq., at King & Spalding
LLP, in New York, argues that not only is it contrary to the
agreement reflected in the Sale Order, but using a valuation
methodology other than "fair market value" is inconsistent with a
sale transaction, which is what occurred in the bankruptcy case.
If the TPC Lenders' "value in use" method is used, the gap
between New GM's value and the TPC Lenders' value grows by 300%,
he stresses.

Mr. Steinberg also avers that a comprehensive schedule for
determining the value of the TPC Property, including establishing
a briefing schedule, discovery deadlines and an evidentiary
hearing date, would be an inefficient use of both the parties'
and the Court's time and resources.  Instead, New GM proposes
that it would be more appropriate, efficient and less expensive
to establish a briefing schedule regarding the threshold
valuation methodology issue.  New GM further believes that the
plain language of the Sale Order should govern and that no
discovery is needed to resolve this issue.  If the TPC Lenders
believe that discovery is needed with respect to the valuation
methodology issue and the Court agrees, an appropriate schedule
can be negotiated between the parties, he adds.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: To Expand Financial Unit's Operations
-----------------------------------------------------
General Motors Company unveils plans to expand its auto lending
arm, GM Financial Company, Inc., Sharon Terlep and Aparajita Saha-
Bubna of The Wall Street Journal wrote.

GM spun-off Ally Financial Inc., formerly GMAC, still finances
GM's customers and dealers, The Journal noted.  Just last year, GM
started GM Financial to gain more control over customer financing,
a move that raised tensions between Ally and its former parent,
The Journal related.

GM announced February 3, 2011 that GM Financial will begin lending
to customers in Canada, a market handled by Ally, the report
related.  GM is also contemplating entry into the business of
lending to auto dealers, the report stated.  According to the
report, Ally holds 80% of lending to GM dealers.

GM Treasurer Dan Ammann told The Journal that the recent
development aims to boost sales for the automaker by making credit
more available to car buyers.  GM has also disclosed that GM
Financial plans to move into the business of leasing while
doubling loan volumes to car buyers with lower credit ratings,
which has been a profitable venture for the finance company, the
report noted.

The report observed that the recent moves come as both GM and Ally
face pressure from the U.S. Government and Wall Street to end
uncertainty as to how the two companies will work together.  The
Journal mentioned that Ally is preparing for an initial public
offering this year and that its relationship with GM remains a key
concern among the firms handling the IPO, according to people
privy to the matter.

GM has recently revisited the idea of buying back its former
financial unit, however, Mr. Amman declined to elaborate on the
automaker's dealing with the former GMAC, The Journal disclosed.
GM and Ally will continue to have a relationship but, over time,
he expects each company to be less reliant on the other, Mr. Amman
told the Journal.

Mr. Amman also disclosed that GM's sales received an indirect
boost from GM Financial because the new lender has put pressure on
existing firms, including Ally, to step up with more competitive
offers for customers, The Journal added.

In a related development, a unit of GM Financial entered into a
$600-million loan agreement with Deutsche Bank AG, New York Branch
and JPMorgan Chase Bank, N.A. as administrative agents, according
to the company's regulatory filing with the U.S. Securities and
Exchange Commission on February 4, 2011.
AmeriCredit Financial Services, Inc. and the lenders will
establish the GMF Leasing Warehouse Trust revolving credit
facility under which AmeriCredit may borrow up to $600 million
backed by a 2011 A-Exchange Note, secured  by certain automobile
lease agreements and lease vehicles by ACAR Leasing Ltd., a
subsidiary of AmeriCredit.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Wins Nod of Stipulation Allowing LDTC Claims
-------------------------------------------------------------
Motors Liquidation Co. and Law Debenture Trust Company of New
York, as successor indenture, sought and obtained the Bankruptcy
Court's approval of a stipulation for the allowance of certain
claims totaling $183,990,399.

The Debtors agree that with respect to amounts of principal plus
interest due under certain indentures, the Indenture Trustee will
receive, on behalf of itself and the holders of the bonds issued
under each of the Indentures, an allowed general unsecured,
nonpriority claim against Motors Liquidation Company, to be
satisfied in accordance with the any Chapter 11 plan to be
confirmed in these Chapter 11 Cases.  The Debt Claims to be
allowed are:

  Claim No.         Applicable Indenture           Claim Amt.
  ---------         --------------------           ----------
   60006         1999 Morraine Indenture          $10,282,500
   60007         1994 Morraine Indenture          $12,851,562
   60008         1984 Indianapolis Indenture       $1,413,125
   60009         1995 Michigan Indenture          $59,711,400
   60010         2002 Ohio Solid Waste Indenture  $47,449,000
   60011         2002 Ohio Pollution Indenture    $20,321,812
   60012         2002 Fort Wayne Indenture        $31,961,000

The Indenture Trustee will issue a notice to The Depository Trust
Company notifying the Bondholders:

  (a) of the entry of this stipulation allowing the Debt Claims;
      and

  (b) that any subsequent claims objections filed by the Debtors
      seeking to disallow claims filed by the Bondholders solely
      on the grounds that the Bondholder Claims are duplicative
      of the Debt Claims allowed under the Parties' Stipulation
      will not impair those Bondholders' entitlement to share in
      plan distributions on account of the Debt Claims in
      accordance with the applicable Indenture.

The Indenture Trustee agrees that it will not object to the
Debtors' filing of the Claims Objections solely on the grounds
that the Bondholder Claims to which the Claims Objections have
been filed are duplicative of the Debt Claims allowed pursuant to
the Parties' Stipulation.

The Debtors agree to pay the Indenture Trustee its fees and
expenses as set forth in their Amended Joint Chapter 11 Plan of
Reorganization.  With respect to the Fees and Expenses incurred
by the Indenture Trustee under the Indentures before the Petition
Date, the Indenture Trustee will receive an allowed claim for
$851.  To the extent the Fees and Expenses are not paid in full,
in cash, in accordance with the Plan:

  (a) the amount of those Fees and Expenses that remain unpaid
      will constitute an allowed general unsecured nonpriority
      claim against MLC held by the Indenture Trustee, to be
      satisfied in accordance with the Plan; and

  (b) pursuant to the applicable Indentures, the Indenture
      Trustee will retain a charging lien with respect to the
      Fees and Expenses on all assets or money held or collected
      by the Indenture Trustee on account of the Debt Claims or
      as otherwise charged pursuant to the applicable Indenture.

Nothing in the Parties' Stipulation will preclude the Indenture
Trustee from seeking: (a) approval from the Court to treat any
Fees and Expenses which have not been paid in full, in cash, as
administrative expenses under Section 503(b) of the Bankruptcy
Code; and (b) in the event the Debtors' estates are determined at
the time of confirmation of the Plan, the payment of interest
accrued on the bonds issued pursuant to the Indentures after the
Petition Date.

                     About Motors Liquidation

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

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

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


GLAZIER GROUP: Committee Taps SilvermanAcampora LLP as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of The Glazier Group, Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to retain
SilvermanAcampora LLP as its counsel.

SilvermanAcampora will be representing the Committee in the
Debtor's Chapter 11 proceedings.

The Committee will present for signature the proposed order to the
Hon. Allan L. Gropper on February 14, 2011, at 12:00 noon.

The firm can be reached at:

     SILVERMANACAMPORA LLP
     Ronald J. Friedman, Esq.
     Katina Brountzas, Esq.
     Sheryl P. Busell, Esq.
     100 Jericho Quadrangle, Suite 300
     Jericho, New York 11753
     Tel: (516) 479-6300

                      About The Glazier Group

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


GLAZIER GROUP: Court Approves Herrick Feinstein as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Glazier Group Inc. to employ Herrick Feinstein LLP as
its bankruptcy counsel.

The firm is expected to:

   a) advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in the continued management
      and operation of its business and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the bankruptcy case, including all
      of the legal and administrative requirements of operating in
      chapter 11;

   c) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against its
      estate; negotiations concerning all litigation in which the
      Debtor may be involved and objections to claims filed
      against the estate;

   d) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate; and

   e) negotiate and prepare on the Debtor's behalf plane(s) of
      reorganization, disclosure statement(s) and all related
      agreements and documents and take any necessary action on
      behalf of the Debtor to obtain confirmation of such
      plane(s).

The firm will charge the Debtor based on the hourly rates of its
professionals:

      Designations                Hourly Rates
      ------------                ------------
      Members & Counsel            $460-$910
      Associates                   $275-$535
      Legal Assistants             $170-$340

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

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.


GLOBAL GENERAL: Recognition Hearing Scheduled for March 4, 2011
---------------------------------------------------------------
The Honorable Robert D. Drain will convene a hearing at 10:00 a.m.
on March 4, 2011, in White Plains, N.Y., to consider entry of an
order recognizing the proceedings before the High Court of Justice
of England and Wales as the "foreign main proceeding," and giving
full force and effect in the United States to the Scheme of
Arrangement proposed by Global General and Reinsurance Company
Limited and sanctioned by the High Court.

The proposed scheme, which was sanctioned by the British court on
Jan. 28, "addresses and resolves all of the company's existing and
future liabilities," excluding certain liabilities, such as those
covered in prior schemes, Simon Brincklow, who serves as the
foreign representative for Global General, said.

Global General has ceased underwriting and went into run-off in
October 2002.  When insurance or reinsurance companies enter into
run-off, they cease writing new business and seek to determine,
settle and pay all liquidated claims of their insureds either as
they arise, or, if possible, before they arise.  Typically, a run-
off of an insurance company will take 20 or more years to
complete.

                       About GLOBAL General

Headquartered in London, GLOBAL General and Reinsurance Company
Limited is an insurance and reinsurance company formed in
April 16, 1940.  Between 1940 and 2002, GLOBAL General wrote a
wide array of reinsurance business in England.  The reinsurance
portfolio was underwritten in London, predominantly from the
early 1950's to the early 1980's.  The portfolio was mostly
accepted through placements made by London market brokers.  The
portfolio consists of facultative and treaty reinsurance, both
proportional and non-proportional, covering various classes
including, but not limited to, marine, non-marine and aviation.

Simon Brincklow filed a chapter 15 petition for GLOBAL General
and Reinsurance Company Limited (Bankr. S.D.N.Y. Case No.
11-10327) on Jan. 31, 2011.

Two schemes for different lines of General Global's insurance
business already have been recognized under Chapter 15.  Thomas
Klaus Freudenstein, as foreign representative of the two Scheme
Companies, filed voluntary Chapter 15 petitions for GLOBAL General
and its wholly owned subsidiary GLOBALE Ruckversicherrungs-AG
(Bankr. S.D.N.Y. Case Nos. 08-14939 and 08-14940) on December
10, 2008, estimating assets and debts of more than US$100 million
in the petition.

Howard Seife, Esq., and Francisco Vazquez, Esq., at Chadbourne &
Parke LLP, represent the foreign representatives in all three
Chapter 15 proceedings.


GLOBAL SHIP: Pine River Equity Stake Down to 0.1%
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, each of Bryan Taylor,
Pine River Capital Management L.P. and Nisswa Acquisition Master
Fund Ltd. disclosed beneficial ownership of 600 shares of common
stock of the company representing 0.1% of the shares outstanding.
The Company had 46,830,467 Class A Common Shares, par value of
$0.01 per share and 7,405,956 Class B Common Shares, par value of
$0.01 per share outstanding as of December 31, 2009.

                     About Global Ship Lease

London-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS)
-- http://www.globalshiplease.com/-- is a containership charter
owner. Incorporated in the Marshall Islands, Global Ship Lease
commenced operations in December 2007 with a business of owning
and chartering out containerships under long-term, fixed rate
charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

The Company's balance sheet at June 30, 2010, showed
$1.008 billion in total assets, $681.7 million in total
liabilities, and stockholders' equity of $326.5 million.

As reported in the Troubled Company Reporter on May 25, 2010,
PricewaterhouseCoopers expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for 2009.  The independent auditors noted of the
uncertainty related to the financial situation of the Company's
charterer, CMA CGM.  "If CMA CGM is unable to accomplish a
financial restructuring and ceases doing business or otherwise
fails to perform its obligations under the Company's charters,
Global Ship Lease's business, financial position and results of
operations would be materially adversely affected as it is
probable that, should the Company be able to find replacement
charters, these would be at significantly lower daily rates and
for shorter durations than currently in place.  In this situation
there would be significant uncertainty about the Company's ability
to continue as a going concern."


GREEN VALLEY: Creditors' Lawyer Can Represent Ch. 11 Trustee
------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul authorized the Chapter 11 trustee
of Green Valley Growers, Inc., to employ Annie E. Catmull, Esq.,
and the law firm of Hoover Slovacek, LLP, as his counsel to assist
the trustee with recovery of transfers to or for the benefit of:

     a. Crosby State Bank;
     b. MetLife Group, Inc.;
     c. Houston Plants & Garden World and/or Jonelle Massey;
     d. Ray Smith;
     e. OTWM;
     f. Wayne Massey; and
     g. Travis Massey.

Ms. Catmull used to lead a team of lawyers at Walker Wilcox &
Matousek LLP as counsel to the Official Committee of Unsecured in
the Green Valley case, and represented the Committee in its (i)
objection to the Debtor's use of cash collateral, (ii) objection
to employment of the Debtor's counsel, (iii) motion to convert the
case to Chapter 7, (iv) objection to the Debtor's motion to pay
what it alleged to be the prepetition claim of MetLife, and (v)
motion to appoint a trustee.  Ms. Catmull also filed, on behalf of
the Committee, notices of Bankruptcy Rule 2004 examinations of the
Debtor, Liberty Mutual Ins. Group, MetLife, Great American
Insurance Agency, Inc., Capital One, N.A., Fidelity National Title
Ins. Co., Enterprise Bank, and Crosby State Bank.

In January 2010, Ms. Catmull left Walker Wilcox and joined Hoover
Slovacek after notifying the Committee members that she was
switching law firms.  The notice letter contains language
presented as a directive from the Committee chairman to transfer
"the Committee's pending and active files relating to the
bankruptcy case of" the Debtor to Hoover Slovacek.  The directive
was signed by the Committee chairman, Andrew Stavrou.

Walker Wilcox filed a final fee application, which was granted, by
order entered on February 3, 2011.

Ms. Catmull filed, on behalf of Hoover Slovacek, a supplemental
unsworn declaration under penalty of perjury stating that the
Committee members furnished her no information relating to the
contemplated litigation, and that the Committee members have
consented to her employment as counsel for the Chapter 11 Trustee.
There has been no objection by a creditor or the United States
Trustee.  However, the Court raised, sua sponte, the question of
whether Ms. Catmull's representation of the Chapter 11 Trustee
after having represented the Committee violates the Texas
Disciplinary Rules of Professional Conduct.

According to Judge Paul, the Court is satisfied, based on
Ms. Catmull's supplemental declaration, that she has not received
confidential information of the Committee and its members, and
that she has obtained the consent of the Committee members for
representation of the Chapter 11 Trustee.

A copy of Judge Paul's February 9, 2011 Memorandum Opinion is
available at http://is.gd/mrBgg6from Leagle.com.

                   About Green Valley Growers

Headquartered in Willis, Texas, Green Valley Growers, Inc. --
http://www.greenvalleygrowers.net/-- is a wholesale grower of
blooming tropical, palms, perennials, crape myrtles, ferns,
grasses, trees, ground covers, topiaries, and ornamental shrubs.
The Debtor filed for Chapter 11 protection on March 9, 2009,
(Bankr. S.D. Tex. Case No. 09-31630).  Alan D. Bynum, Esq. at
Rolston & Bynum, represents the Debtor in its restructuring
efforts.  The Debtor disclosed total assets of $18.6 million and
total debts of $20.7 million as of the Chapter 11 filing.


GREENWICH SENTRY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Greenwich Sentry, L.P., filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $317,073,770
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $206,337,344
                                 -----------     ------------
        TOTAL                   $317,073,770     $206,337,244

                      About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No. 10-
13164).  In July 2010, Kenneth Krys and Christopher Stride of Krys
& Associates (BVI) Limited, the liquidators of Fairfield Sentry
Limited, Fairfield Sigma Limited and Fairfield Lambda Limited
obtained cross-border recognition as foreign main proceedings by
the U.S. Bankruptcy Court of the funds' insolvency proceedings,
pending in the British Virgin Islands.  The liquidators are
represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection on November 19, 2010 (Bankr. S.D.N.Y. Case No.
10-16229) hoping to settle lawsuits filed against it in connection
with its investments with Bernard L. Madoff.  Paul R. DeFilippo,
Esq., at Wollmuth Maher & Deutsch LLP, in New York, represents the
Debtors in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Madoff pleaded guilty to 11 federal crimes and admitted to
turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


GSI GROUP: Robert Buckley to Become Chief Financial Officer
-----------------------------------------------------------
Robert Buckley has agreed to join GSI Group Inc. as Chief
Financial Officer.  After a brief transition period, during which
he will serve in an advisory capacity, Mr. Buckley will become
GSI's Chief Financial Officer by early April 2011.  Mr. Buckley
will succeed Glenn Davis, who has served as the Company's
principal financial officer since April 2010.  In his capacity as
Chief Financial Officer, Mr. Buckley will provide direction for
all financial matters related to GSI.

"I am delighted that Robert will join my team as Chief Financial
Officer," said John Roush, GSI Group's Chief Executive Officer.
"I have known Robert for over 10 years, and worked very closely
with him during my time at PerkinElmer.  I am very happy to have
him join the GSI team and help to lead the company forward in the
coming years.  I would also like to thank Glenn Davis for his
dedication and contributions to GSI during the past two years.
Glenn successfully steered the Company's financial reporting
through a very difficult period. We are grateful for his efforts,"
added Mr. Roush.

Mr. Buckley joins GSI after a successful 10-year career with
PerkinElmer, Inc., where he served in several financial positions
of increasing responsibility.  In 2005, he was named chief
financial officer and controller of PerkinElmer's operations in
Asia; and most recently served as vice president and chief
financial officer of PerkinElmer's $1 billion Environmental Health
business.  Prior to joining PerkinElmer, Mr. Buckley held several
management positions with Honeywell International, Inc. and was an
advisor at Georgeson & Company, Inc.  Mr. Buckley holds a Bachelor
of Arts degree in finance from Manhattanville College and a Master
of Business Administration from University of California, Los
Angeles (UCLA) Anderson School of Management.

                        About GSI Group Inc.

Headquartered in Bedford, Massachusetts, GSI Group Inc.
-- http://www.gsig.com/-- supplies precision technology to the
global medical, electronics, and industrial markets and
semiconductor systems.  GSI Group Inc.'s common shares are quoted
on Pink Sheets OTC Markets Inc. (LASR.PK).

GSI Group together with two of its subsidiaries filed for
Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case
No. 09-14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represented the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, represented the Debtors as its local counsel.  On
July 23, 2010, the Debtors consummated their reorganization
through a series of transactions contemplated by a Chapter 11
plan.   The Company's shareholders prior to the emergence from
bankruptcy retained approximately 86.1% of its capital stock
following emergence.

                           *     *     *

In November 2010, Standard & Poor's Ratings Services said that it
has affirmed its ratings, including the 'B' corporate credit
rating, on Assumption, Ill.-based GSI Group LLC.  At the same
time, S&P revised the outlook to stable from negative.

S&P said the ratings on GSI reflect the company's highly leveraged
financial profile, which more than offsets its weak business risk
profile.  GSI operates in cyclical and competitive niche
agricultural equipment markets and faces raw material cost
volatility.  The company's leading position in its niche markets
partially offsets these factors.  S&P expects its operating
performance to continue to recover in 2011, primarily on better
conditions in its end markets.


HANMI FINANCIAL: BlackRock Discloses 5.70% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc. disclosed
that it beneficially owns 8,622,795 shares of common stock of
Hanmi Financial Corp representing 5.70% of the shares outstanding.
As of October 29, 2010, there were 151,198,390 outstanding shares
of the Company's Common Stock.

                       About Hanmi Financial

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

The Company's balance sheet at December 31, 2010 showed
$2.90 billion in total assets, $2.73 billion in total liabilities
and $173.25 million in stockholders' equity.

As reported in the Troubled Company Reporter on March 17, 2010,
KPMG LLP, in Los Angeles, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted the Company and its
wholly-owned subsidiary Hanmi Bank, are currently operating under
a formal supervisory agreement with the Federal Reserve Bank of
San Francisco and the California Department of Financial
Institutions, which restricts certain operations of the Company
and requires the Company to, among other things, increase
contributed equity capital at Hanmi Bank by $100 million by
July 31, 2010, and achieve specified capital ratios by July 31,
2010, and December 31, 2010.


HERCULES OFFSHORE: BlackRock Holds 6.23% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc. disclosed
that it beneficially owns 7,152,418 shares of common stock of
Hercules Offshore, Inc. representing 6.23% of the shares
outstanding.  As of October 21, 2010, there were 114,784,098
shares of common stock outstanding of the Company.

                      About Hercules Offshore

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
'Caa1' from 'B2'.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HOLLIFIELD RANCHES: Has Access to Cash Collateral Until Dec. 28
---------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho approved a stipulation, extending Hollifield
Ranches, Inc.'s access to KeyBank's cash collateral until
December 28, 2011.

As of the Petition Date, the Debtor owes KeyBank $12,629,375.
KeyBank asserts an interest in the Debtor's assets, including its
cash.  The Debtor is using the cash collateral postpetition to
fund its Chapter 11 case, pay suppliers and other parties.

As adequate protection for any diminution in value of KeyBank's
collateral, the Debtors will grant the KeyBank postpetition lien
in the same priority and to the extent it existed prepetition and
also to the extent of the cash collateral used in all collateral
that it had an interest in prepetition.

A copy of the Third Order Regarding Stipulated Use of Cash
Collateral is available for free at:

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

                   About Hollifield Ranches, Inc.

Hansen, Idaho-based Hollifield Ranches, Inc., filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Idaho Case
No. 10-41613).  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


INNOVATIVE COMM: Virgin Islands Ct. Rules on Asset Turnover Suit
----------------------------------------------------------------
Stan Springel, the Chapter 11 Trustee of the Estate of Innovative
Communication Corporation, and James P. Carroll, the Chapter 7
Trustee of the Estate of Jeffrey J. Prosser sued for turnover of
certain property currently in the possession, custody or control
of Jeffrey Prosser, Dawn Prosser, Jeffrey's wife, Michael Prosser,
Jeffrey's brother, and the "Adult Prosser Children": Sybil
Prosser, Michelle LaBennett, Lyndon Adrian Prosser, and Justin
Prosser.  The adversary proceeding was consolidated for the
purposes of discovery and trial with the Chapter 11 Trustee's
fraudulent conveyance adversary action (Adv. No. 08-3004) against
the Adult Prosser Children.

In a February 9, 2011 Memorandum Opinion, Bankruptcy Judge Judith
K. Fitzgerald held that the Chapter 11 Trustee has not met his
burden to prove that turnover is appropriate.  The Chapter 7
Trustee has met his burden of proving the Chapter 7 estate's
interest in certain items of property currently in the possession
of one or more Defendants such that turnover is appropriate.  As
to other items, the Chapter 7 Trustee has not met his burden of
proof and turnover will be denied.

Judge Fitzgerald cautioned that the Memorandum Opinion does not in
any way constitute a finding of whether the Trustees may
successfully avoid transfers and recover property through the
fraudulent conveyance action pending against the Adult Prosser
Children in the Bankruptcy Court (Adv. No. 08-3004) or in the
District Court actions against Dawn Prosser (Case Nos. 3:08-cv-
00146 and 3:08-cv-00147).   Judge Fitzgerald also said the Court
will address the Chapter 11 Trustee's fraudulent conveyance
complaint against the Adult Prosser Children in a separate
memorandum opinion as both the relevant facts and the elements for
turnover and fraudulent conveyance differ.  Thus, the rulings may
differ from the rulings in the fraudulent conveyance actions.

The case is Stan Springel, Chapter 11 Trustee of the Estate of
Innovative Communication Corporation, and James P. Carroll, as
Chapter 7 Trustee of the Estate of Jeffrey J. Prosser, v. Jeffrey
J. Prosser, Dawn Prosser, Justin Prosser, Michael Prosser, Sybil
G. Prosser, Michelle Labennett, and Lyndon A. Prosser, Adv. Pro.
No. 07-3010 (Bankr. D. Virgin Islands).  A copy of the Court's
Memomrandum Opinion is available at http://is.gd/MuOwtVfrom
Leagle.com.

On January 20, 2011, Judge Fitzgerald denied Mr. Prosser's motion
to vacate an October 9, 2009 exemption order and various
"Supplements".  A copy of the Court's order is available at
http://is.gd/QIFALYfrom Leagle.com.

             About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and
06-30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.V.I. Case No. 06-10006).  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


INTERNATIONAL COAL: Steelhead Partners Has 5.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, each of Steelhead
Partners, LLC, James Michael Johnston, and Brian Katz Klein
disclosed beneficial ownership of 11,825,000 shares of common
stock of International Coal Group, Inc., representing 5.8% of the
shares outstanding.  Steelhead Navigator Master, L.P. also owns
11,640,000 shares or 5.7% equity stake.  As of November 1, 2010,
there were 203,808,203 shares of common stock of the Company
outstanding.

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

The Company's balance sheet at December 31, 2010, showed
$1.48 billion in total assets, $724.25 million in total
liabilities and $754.27 million in total stockholders' equity.

                           *     *     *

International Coal Group carries 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service, and
'B+' corporate credit rating from Standard & Poor's Ratings
Services.

In March 2010, Moody's said the ratings "continue to reflect ICG's
elevated cost structure amidst an uncertain price environment,
inherent operating risk at its mines, history of operating and
financial challenges, significant capital spending requirements,
and uncertainty regarding mine permitting obstacles particularly
given the large percentage of surface mine production."


INTERNATIONAL COAL: BlackRock Discloses 5.64% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc. disclosed that it
beneficially owns 11,499,790 shares of common stock of
International Coal Group Inc. representing 5.64% of the shares
outstanding.  As of November 1, 2010, there were 203,808,203
shares of common stock of the Company outstanding.

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

The Company's balance sheet at December 31, 2010, showed
$1.48 billion in total assets, $724.25 million in total
liabilities and $754.27 million in total stockholders' equity.

                           *     *     *

International Coal Group carries 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

In March 2010, Moody's said the ratings "continue to reflect ICG's
elevated cost structure amidst an uncertain price environment,
inherent operating risk at its mines, history of operating and
financial challenges, significant capital spending requirements,
and uncertainty regarding mine permitting obstacles particularly
given the large percentage of surface mine production."


JEFFREY PROSSER: Virgin Islands Ct. Rules on Asset Turnover Suit
----------------------------------------------------------------
Stan Springel, the Chapter 11 Trustee of the Estate of Innovative
Communication Corporation, and James P. Carroll, the Chapter 7
Trustee of the Estate of Jeffrey J. Prosser sued for turnover of
certain property currently in the possession, custody or control
of Jeffrey Prosser, Dawn Prosser, Jeffrey's wife, Michael Prosser,
Jeffrey's brother, and the "Adult Prosser Children": Sybil
Prosser, Michelle LaBennett, Lyndon Adrian Prosser, and Justin
Prosser.  The adversary proceeding was consolidated for the
purposes of discovery and trial with the Chapter 11 Trustee's
fraudulent conveyance adversary action (Adv. No. 08-3004) against
the Adult Prosser Children.

In a February 9, 2011 Memorandum Opinion, Bankruptcy Judge Judith
K. Fitzgerald held that the Chapter 11 Trustee has not met his
burden to prove that turnover is appropriate.  The Chapter 7
Trustee has met his burden of proving the Chapter 7 estate's
interest in certain items of property currently in the possession
of one or more Defendants such that turnover is appropriate.  As
to other items, the Chapter 7 Trustee has not met his burden of
proof and turnover will be denied.

Judge Fitzgerald cautioned that the Memorandum Opinion does not in
any way constitute a finding of whether the Trustees may
successfully avoid transfers and recover property through the
fraudulent conveyance action pending against the Adult Prosser
Children in the Bankruptcy Court (Adv. No. 08-3004) or in the
District Court actions against Dawn Prosser (Case Nos. 3:08-cv-
00146 and 3:08-cv-00147).   Judge Fitzgerald also said the Court
will address the Chapter 11 Trustee's fraudulent conveyance
complaint against the Adult Prosser Children in a separate
memorandum opinion as both the relevant facts and the elements for
turnover and fraudulent conveyance differ.  Thus, the rulings may
differ from the rulings in the fraudulent conveyance actions.

The case is Stan Springel, Chapter 11 Trustee of the Estate of
Innovative Communication Corporation, and James P. Carroll, as
Chapter 7 Trustee of the Estate of Jeffrey J. Prosser, v. Jeffrey
J. Prosser, Dawn Prosser, Justin Prosser, Michael Prosser, Sybil
G. Prosser, Michelle Labennett, and Lyndon A. Prosser, Adv. Pro.
No. 07-3010 (Bankr. D. Virgin Islands).  A copy of the Court's
Memomrandum Opinion is available at http://is.gd/MuOwtVfrom
Leagle.com.

On January 20, 2011, Judge Fitzgerald denied Mr. Prosser's motion
to vacate an October 9, 2009 exemption order and various
"Supplements".  A copy of the Court's order is available at
http://is.gd/QIFALYfrom Leagle.com.

             About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and
06-30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.V.I. Case No. 06-10006).  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JH REALTY: Can't Use MetroBank's Cash Collateral
------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied JH Realty Investment, LP's
emergency motion for interim order authorizing it to use the cash
collateral of MetroBank, N.A.  Judge Paul said the Debtor's budget
does not provide for any payment to MetroBank.  It is clear that
the Debtor's expenditure of cash would reduce the amount of cash
distributable to MetroBank.  The Debtor presented no evidence to
support its contention that the replacement lien it has offered is
adequate to protect against any decrease in the value of
MetroBank's asserted interest in the cash collateral.

Jian Hua Hu, president of the Debtor, testified to the Court that
the Debtor used MetroBank's cash collateral without Court approval
or the bank's consent from the Petition Date until the date it
sought permission to use the cash collateral.

The Court noted that the Debtor has not accounted for its use of
cash collateral from the petition date.  The Debtor has not met
its burden of proof on the issue of adequate protection.

MetroBank has filed a proof of claim for $1,302,295.  MetroBank
asserts a security interest in the real property, plus rents,
accounts, equipment, and other intangibles.

A copy of Judge Paul's February 9, 2011 Memorandum Opinion is
available at http://is.gd/aKT3ZTfrom Leagle.com.

JH Realty Investment, LP, operates a shopping center and a
supermarket.  JH Realty Investment filed for Chapter 11 bankruptcy
(Bankr. S.D. Texas Case No. 10-80636) on October 29, 2010, listing
under $500,000 in both assets and debts.  A copy of the Debtor's
petition is available at http://bankrupt.com/misc/txsb10-80636.pdf
The Law Office of Kenneth Gu in Houston serves as counsel to the
Debtor.


KENTUCKIANA MEDICAL: Head Doctors Sued for Ch. 11 Filing
--------------------------------------------------------
Ben Zion Hershberg at The Courier-Journal reports that
nephrologist Abdul Buridi, a doctor who invested in the
Kentuckiana Medical Center, sued in Jefferson Circuit Court in
Louisville doctors that led the hospital -- Chris Stavens, Eli
Hallal and Badr Idbeis -- alleging that they put their personal
financial interest, particularly as it involved the real estate
company that owns the center's building and land, before the
interests of about 30 other doctors who invested in the hospital.

According to the report, Dr. Buridi claimed the three defendants -
who control the interrelated companies that built and operate the
center -- continued to maintain monthly mortgage payments of
$300,000 a month, more than was necessary, for their own benefit
and thereby "depleting" the hospital's cash reserves.

Dr. Buridi's lawsuit claims that the three decided to seek Chapter
11 bankruptcy protection in September in an attempt to reorganize
the hospital despite offers from other investors that would have
reduced their control of the hospital and its interrelated
companies.  Dr. Buridi claimed the hospital's initial problems
were caused by errors made by the defendants, who were responsible
for ensuring the hospital was built and operated properly.

                     About Kentuckiana Medical

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


LACK'S STORES: Court Approves Platzer Swergold as Panel's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized the Official Committee of Unsecured Creditors of Lack's
Stores Inc. and its debtor-affiliates to retain Platzer, Swergold,
Karlin, Levine, Goldbert & Jaslow, LLP, as counsel.

The firm is expected to, among other things:

  a) assist and advise the Committee in its consultation with the
     Debtors relatives to the administration of these cases;

  b) attend meetings and negotiate with the representatives of the
     Debtors;

  c) assist and advise the Committee in its examination and
     analysis of the conduct of the Debtors' affairs;

  d) assist the Committee in the review, analysis and negotiation
     of any plan(s) of reorganization/liquidation filed and assist
     the Committee in the review, analysis and negotiation of the
     disclosure statement accompanying any such plan(s); and

  e) assist the Committee in the review, analysis and negotiation
     of any financing arrangements.

The firm will charge the Debtor's estate based on the hourly rates
of its professionals:

     Designations              Hourly Rates
     ------------              ------------
     Partners                  $475-$670
     Associates                $200-$475
     Paraprofessionals         $175

Clifford A. Katz, Esq., attorney of the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Mr. Katz can be reached at:

     Clifford A. Katz, Esq.
     PLATZER, SWERGOLD, KARLIN, LEVINE, GOLDBERT & JASLOW LLP
     1065 Avenue of The Americas, 18th Floor
     New York, New York 10018
     Tel: 212-593-3000
     Fax: 212-593-0353
     E-mail: ckatz@platzerlaw.com

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LACK'S STORES: Court Okays Strong Pipkin as Panel's Local Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized the Official Committee of Unsecured Creditors of Lack's
Stores Inc. and its debtor-affiliates for permission to retain
Strong Pipkin Bisell & Ledyard LLP as local counsel.

Among other things, the firm will:

  a) advise the Committee with respect to its rights, duties and
     powers in these Chapter 11 cases;

  b) assist and advise the Committee in its consultation with the
     Debtors relative to the administration of these Chapter 11
     cases;

  c) assist the Committee in analyzing the claims of the Debtors'
     creditors and in negotiating with holders of claims and
     equity interest;

  d) assist the Committee in its investigation of the acts,
     conducts, assets, liabilities and financial condition of the
     Debtors and of the conduct of the Debtors' affairs; and

  e) assist the Committee in its investigation of the acts,
     conducts, assets, liabilities and financial condition of the
     Debtors and of the conduct of the Debtors' affairs.

The firm's professionals will be paid at these rates:

     Professionals           Designation       Hourly Rates
     -------------           -----------       ------------
     S. Margie Venus, Esq.   Of Counsel        $450
     Michelle Hebert         Paralegal         $150

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

Ms. Venues can be reached at:

     S. Margie Venues, Esq.
     STRONG PIPKIN BISSELL & LEDYARD LLP
     1301 McKinney, Suite 2100
     Houston, Texas 77010
     Tel: 713-651-1900
     E-mail: mvenus@strongpipkin.com

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LACK'S STORES: Texas Comptroller Asks $7.4MM from Sale Proceeds
---------------------------------------------------------------
Barry Harrell, writing for the Austin American-Statesman's
Statesman Business Blog, reports that the Texas state
comptroller's office has stepped into the Lack's Stores Inc.
bankruptcy case to protect from creditors about $7.4 million in
deferred sales tax it says the Company owes the state.

According to the report, the CIT Group/Business Credit Inc.,
representing those lenders, filed a petition in federal bankruptcy
court, asking that Lack's be ordered to pay it "all the remaining
proceeds" of its liquidation sales.  Lack's owed those lenders
more than $87 million.  However, the state comptroller's office
objected to the CIT Group's request.

The Texas Comptroller, the Statesman relates, said that Lack's
owed the state an estimated $7.4 million in deferred sales tax and
that money can't be considered "the cash collateral" of any
lender.  "Any order approving the CIT motion should clarify that
the comptroller's sales tax trust funds are not part of CIT's cash
collateral and will not be paid over to CIT."

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors has tapped Platzer,
Swergold, Karlin, Levine, Goldbert & Jaslow, LLP, as counsel and
Strong Pipkin Bisell & Ledyard LLP as local counsel.


LEVITT AND SONS: BFC Financial Offers $30,000 for Tradenames
------------------------------------------------------------
James S. Feltman, in his capacity as the Plan Administrator under
the Chapter 11 plan confirmed in Levitt and Sons, LLC's Chapter 11
cases, is asking the U.S. Bankruptcy Court for permission to sell
the Debtors' tradenames, trademarks and logos, to BFC Financial
Corp. for $30,000.  The transaction is subject to higher and
better offers that may emerge prior to a sale hearing set for
9:30 a.m. on Feb. 22, 2011, in Fort Lauderdale, Fla.

Additional information about the proposed sale is available Paul
A. Avron, Esq. -- pavron@bergersingerman.com -- at Berger,
Singerman, P.A., who represents the Plan Administrator.

                       About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

Judge Raymond B. Rays confirmed Levitt & Sons' liquidating Chapter
11 plan in February 2009.


LEXI DEVELOPMENT: Wants Plan Outline Hearing Continued to March 13
------------------------------------------------------------------
Lexi Development Company, Inc., has requested the U.S. Bankruptcy
Court for the Southern District of Florida to continue the hearing
on the disclosure statement explaining its plan of reorganization
to March 13, 2011, or such later date when the Court is available,
citing that the disclosure statement is likely to be revised as a
result of the complaint it filed September 10, 2010, against Lexi
North Bay LLC, and Great Florida Bank, and possibly the court
ordered mediation of the Adversary Proceeding (Adversary Case No.
10-03582).

The Complaint was filed to determine, among other things, the
status and validity of the conflicting asserted liens against the
Debtor's property.

                       The Chapter 11 Plan

The Plan provides that all of the Debtor's assets will revest in
the Reorganized Debtor on the Effective Date of the Plan.

Allowed Secured Claims of Lexi North Bay or Great Florida Bank
under Class 2, to be determined by a final, non-appealable order
in the Lien Adversary Proceeding, will be paid in full, including
note rate interest, from the Net Sales Proceeds (from the closings
of the Units pursuant to priority and after any senior liens are
paid in full) and the Rental Income, within three (3) years from
the effective date of the Plan.  Any deficiency will be treated as
an Allowed General Unsecured Claim under Class 6.

General unsecured creditors under Class 6 will be paid from Rental
Income and the Net Sales Proceeds generated by the sale or
liquidation of the Debtor's assets and any Third Party Litigation
Claims, within three and one half (3 1/2) years from the Effective
Date, only after Allowed Class 2, Allowed Class 3, Allowed Class
4, and Allowed Class 5 Claims have been paid in full.

To the extent that Great Florida Bank is not granted an equitable
lien against the Debtor, its unsecured claim will be paid from
Rental Income and the Net Sales Proceeds generated by the sale or
liquidation of the Debtor's assets and any Third Party Litigation
Claims, totaling $4,000,000 in full, including note interest,
within four and one half (4 1/2) years from the Effective Date,
only after the Allowed Class 2, Allowed Class 3, Allowed Class 4,
Allowed Class 5, and Allowed Class 6 Claims have been paid in
full.

All Class 9 Equity Interests will revest in the Reorganized Debtor
on the Effective Date.  The holders of allowed equity interests
will retain their equity interests for the sole purpose of
governing the Reorganized Debtor and each holder of an allowed
Class 9 equity interest will not receive any consideration on
account of such interest.

A copy of the Debtor's Disclosure Statement in support of its Plan
of Reorganization is available for free at:

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

                      About Lexi Development

South Miami, Florida-based Lexi Development Company, Inc., owns
and is developing a 164 unit, 19 story, mixed-use residential and
retail bayview condominium development located at 1700 Kennedy
Causeway, North Bay Village, in Florida.  The Company filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  Joshua W. Dobin, Esq., at Meland Russin
& Budwick, P.A., in Miami, represents the Debtor as counsel.  In
its schedules, the Debtor disclosed $22,601,336 in assets and
$21,558,876 in liabilities.


LEXI DEV'T: Has Interim OK to Use Lexi North Bay's Cash Collateral
------------------------------------------------------------------
Lexi Development Company, Inc., obtained interim authorization
from the Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida to use cash collateral for 60 days.

The Debtor has reached an agreement with secured creditor Lexi
North Bay, LLC, to the interim use of cash collateral.

As reported by the Troubled Company Reporter on July 6, 2010, the
Debtor executed and delivered in December 2005 to Regions Bank,
acting for itself and as administrative agent and collateral
agent for Banco Popular North America; Bank Midwest, N.A.; and
First Charter Bank a construction loan agreement in the original
principal amount of $56,875,000.  As of the Petition Date,
$10,160,000 of the original $56,875,000 loan amount remains
outstanding, not including any asserted default rate interest
which the Debtor disputes.  On Closing Date, the Debtor executed
and delivered to Regions a promissory note in the principal amount
of $25,000,000.  The Debtor also executed and delivered promissory
notes in favor of: (i) Bank Midwest in the original principal
amount of $10,937,500; (ii) First Charter in the original
principal amount of $10,000,000; and (iii) Banco Popular in the
original amount of $10,937,500.  Fifth Third Bank later came to
own and hold the promissory note executed and delivered to First
Charter as successor.

The lenders purportedly sold and assigned to their loan and
related rights to North Bay.

Joshua W. Dobin, Esq., at Meland Russin & Budwick, P.A., the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtor will use the cash collateral pursuant to a budget, a copy
of which is available for free at:

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

North Bay will be granted an administrative expense claim to the
extent of the diminution, if any, in the value of its interests in
the cash collateral as of the Petition Date.  North Bay is also
granted a replacement lien on and in all property, owned or
generated postpetition by the Debtor and its continued operations
to the same extent and priority and of the same kind and nature as
North Bay had prior to the Debtor's filing of the bankruptcy case.

The Debtor will furnish North Bay with financial and other
information.

The Debtor will, within seven days after January 31, 2011, and
February 28, 2011, respectively, pay to North Bay the net income
for the respective month, expected to be the net projected income
for that month as set forth in the budget.

The Court has set a final hearing for March 3, 2011, at 10:30 a.m.
on the Debtor's request to use the cash collateral.

                       About Lexi Development

South Miami, Florida-based Lexi Development Company, Inc., owns
and is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi".  It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  According to its schedules, the Debtor
disclosed $22,601,336 in total assets and $21,558,876 in total
debts.


LOCAL INSIGHT: Directory Distributing Resigns from Committee
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Local Insight Media case filed with the U.S. Bankruptcy Court a
first amended official committee of unsecured creditors list.  The
amended list reflects the voluntary resignation of Directory
Distributing Associates, Inc.

The remaining members of the Committee are:

   1) U.S. Bank National
      Attn: Timothy Sandell
      60 Livingston Avenue
      St. Paul, Minnesota 55107-2292
      Tel: 651-495-3959
      Fax: 651-495-8100

   2) Bain & Company, Inc.
      Attn: Diane Fernandes
      131 Dartmouth Street
      Boston, Massachusetts 02116
      Tel: 617-572-2286
      Fax: 617-880-0286

   3) Quadgraphics Inc.
      Attn: Patricia A Rydzik
      N63 W23075 State Hwy 74
      Sussex, Wisconsin 53089-2827
      Tel: 414-566-2127
      Fax: 414-566-9415

   4) Marchex Sales Inc.
      Attn: Ethan Caldwell
      520 Pike Street, Suite 2000
      Seattle, Waswhinton 98101
      Tel: 206-331-3310
      Fax: 206-331-3696

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LOCAL INSIGHT: Proposes April 4, 2011 Claims Bar Date
-----------------------------------------------------
Local Insight Media Holdings Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to set
April 4, 2011, at 5:00 p.m., as deadline for creditors to file
proofs of claim.

The Debtors propose May 16, 2011, at 5:00 p.m., as deadline for
governmental units to file proofs of claim.

All proofs of claim must be filed at:

  Local Insight Claims Processing Center
  c/o Kurtzman Carson Consultants
  2335 Alaska Avenue
  El Segundo, California 90245

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


MAGIC BRANDS: Court Formally Approves Sale to Luby's Inc.
---------------------------------------------------------
Eric Sanderson at BankruptcyHome.com reports that the U.S.
Bankruptcy Court for the District of Delaware approved sale of
Magic Brands nka Deel LLC to Luby's Inc., a Houston, Texas-based
restaurant operator.

According to the report, Deel was sold to the company back in June
at an auction for $63.5 million.  However, courts needed to
intervene as Tavistock, the business that made the first bid,
claimed there were irregularities at the auction.  The judge later
overruled this claim, as well as objections from operators of the
chains who wanted to stop Deel's sale of its chain's intellectual
property.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.

Magic Brands, which has changed its name to Deel LLC following the
Luby's sale, filed a liquidating Chapter 11 plan on Jan. 18.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said the
Disclosure Statement explaining the Plan indicated that unsecured
creditors should have a "meaningful recovery."  Mr. Rochelle said
there are blanks in the disclosure statement where creditors later
will be told the expected percentage of their recovery.


MAGNA ENTERTAINMENT: Court Sides With PA Meadows in Contract Row
----------------------------------------------------------------
Magna Entertainment Corp., v. PA Meadows, LLC, Adv. Pro. No.
09-52212 (Bankr. D. Del.), was commenced September 29, 2009,
seeking damages for breach of a holdback agreement as a result
of the failure by PAM -- a subsidiary of MezzCo, LLC, which is
in turn a subsidiary of Cannery Casino Resorts, LLC -- to pay
$10 million which MEC alleges was due April 15, 2009, and seeking
a mandatory injunction requiring PAM to make all future payments
due under the Holdback Agreement.

In 2005, MEC and PAM executed a stock purchase agreement pursuant
to which PAM bought all of the stock in three subsidiaries of MEC
which owned and operated the Meadows Racetrack in Pennsylvania.
PAM paid the purchase price of $200 million in two promissory
notes.  After the Meadows Racetrack received a gaming license, in
November 2006, PAM paid the $175 million note in full and the
$25 million note was replaced by a Holdback Agreement.

The Holdback Agreement provided that the remaining $25 million
would be paid in five annual installments commencing on the later
of February 15, 2008, and the Holdback Trigger Date -- defined as
the date that a permanent casino opens at the Meadows.  The
payment of the installments was subject, however, to there being
Available Excess Cash Flow under the Meadows Credit Agreements for
the prior fiscal year.  The Holdback Agreement permitted PAM to
incur additional debt to finance the casino and to enter into new,
amended or restated credit agreements so long as PAM used its best
efforts to obtain terms that do not have more restrictive
definitions of Excess Cash Flow than the terms of the original
Meadows Credit Agreements.  In addition, the Holdback Agreement
provided that PAM would pay all accrued installments before MezzCo
could receive any proceeds from the sale of any equity or assets
of PAM.

In May 2007, CCR entered into a new global financing for all its
entities, on which PAM was a guarantor, resulting in the
termination of the Meadows Credit Agreements.  About the same
time, CCR entered into negotiations with an Australian
corporation, Crown Limited, which was interested in acquiring CCR
for an expected price of $1.7 billion.  When the parties were not
able to get the requisite approvals, they closed on a different
deal on March 12, 2009, pursuant to which Crown purchased less
than half of the equity in CCR for $320 million.

In the lawsuit, both parties seek summary judgment based on the
plain language of the Holdback Agreement.  MEC contends that PAM
is in violation of the Holdback Agreement by failing to pay at
least $10 million allegedly due thereunder and seeks summary
judgment in that amount plus a mandatory injunction requiring PAM
to make future payments as required under the Agreement.  PAM
denies that any payments are currently due under the express
language of the Agreement.

Bankruptcy Judge Mary F. Walrath finds it unnecessary to decide
issues raised by MEC because the actual terms of the replacement
credit agreements are irrelevant.  The only obligation PAM had
under the Holdback Agreement was to use its best efforts to get
terms that were not more restrictive than the original Meadows
Credit Agreements.  MEC has offered no evidence that PAM did not
use its best efforts.  In contrast, PAM points to the analysis
that it provided to MEC at the time of the refinance which showed
that it would improve PAM's ability to make the holdback payments.

As a result, the Court concludes that PAM has established that it
used its best efforts in negotiating the replacement credit
facility to assure that it protected MEC's rights to payment of
the holdback.  MEC has not established that it is entitled to
summary judgment, while PAM has established that it is entitled to
summary judgment in its favor on the Amended Complaint.

A copy of Judge Walrath's February 9, 2011 Opinion is available
at http://is.gd/OdA4e6from Leagle.com.

                  About Magna Entertainment Corp.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MAGNA ENTERTAINMENT: Loses $10-Million Suit Against PA Meadows
--------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge ruled Wednesday
that casino operator PA Meadows LLC does not owe $10 million to
Magna Entertainment Corp. in connection with a $200 million
purchase agreement for MEC's Meadows Racetrack in Pennsylvania.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware granted PA Meadows' motion for summary judgment and
denied MEC's motion for summary judgment, according to Law360.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MARANA HOSPITALITY, LLC: Case Summary & Creditors List
------------------------------------------------------
Debtor: Marana Hospitality, LLC
        4572 E. Camp Lowell Drive
        Tucson, AZ 85712

Bankruptcy Case No.: 11-03215

Chapter 11 Petition Date: February 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb11-03215.pdf

The petition was signed by M. Chris Monson of Aberdeen Group, LLC,
managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marana Hospitality II, LLC            11-03207            02/09/11
Marana Main Street, LLC               11-03216            02/09/11


MARANA HOSPITALITY II: Case Summary & Creditors List
----------------------------------------------------
Debtor: Marana Hospitality II, LLC
        4572 E. Camp Lowell Drive
        Tucson, AZ 85712

Bankruptcy Case No.: 11-03207

Chapter 11 Petition Date: February 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb11-03207.pdf

The petition was signed by M. Chris Monson of Aberdeen Group, LLC,
managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marana Hospitality, LLC               11-03215            02/09/11
Marana Main Street, LLC               11-03216            02/09/11


MARANA MAIN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Marana Main Street, LLC
        4572 E. Camp Lowell Drive
        Tucson, AZ 85712

Bankruptcy Case No.: 11-03216

Chapter 11 Petition Date: February 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

A list of the Company's 2 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb11-03216.pdf

The petition was signed by M. Chris Monson of Aberdeen Group, LLC,
managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marana Hospitality II, LLC            11-03207            02/09/11
Marana Hospitality, LLC               11-03215            02/09/11


MAYSVILLE INC: Court Dismisses Chapter 11 Case
----------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of
Maysville Inc. at the behest of the Debtor's secured creditor MUNB
Loan Holdings LLC.

Judge Isicoff said all orders entered by the state court in the
foreclosure case styled Mellon United National Bank v. Maysville,
Inc., et al., Circuit Court of the 11th Judicial Circuit, in and
for Miami-Dade County, Florida, Case No. 09-42213 CA 30,
including, without limitation, all orders addressing the use of
Mellon's cash collateral remain in full force and effect.

The Debtor and Mellon are directed to pay from the bank account
maintained at Sabadell United Bank, which has been reported in the
Debtor's Standard Monthly Operating Report for the month of
December 2010.

                       About Maysville, Inc.

Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244).  Stan Riskin, Esq., who has an office in Plantation,
Florida, assists the Debtor in its restructuring effort.  The
Company disclosed $24,690,000 in assets and $20,225,364 in
liabilities as of the Petition Date.


MESA AIR: Court Enters Post-Confirmation Order
----------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York entered an order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its affiliated debtors on January 20, 2011.

Judge Glenn states that it is the Debtors' responsibility to
inform the Court of the progress made toward consummation of the
Plan under Section 1101(2) of the Bankruptcy Code; entry of a
final decree under Rule 3022 of the Federal Rules of Bankruptcy
Procedure; and case closing under Section 350 of the Bankruptcy
Code.

In a post-confirmation order and notice, dated February 1, 2011,
the Court orders the Debtors to comply with the submission of
these documentation and reports:

  (a) The Debtors will file by April 15, 2011, the initial
      status report detailing the actions taken by the Debtors
      and the progress made toward the consummation of the Plan.
      Reports will be filed thereafter every January 15th, April
      15th, July 15th, and October 15th until a final decree has
      been entered.  The Debtors will file post-confirmation
      operating reports as an exhibit to the Periodic Status
      Reports until the cases are closed.

  (b) The Debtors will serve a copy of the Confirmation Order
      and the Post-Confirmation Order to the (1) Office of the
      U.S. Trustee for the Southern District of New York, (2)
      the counsel of the Official Committee of Unsecured
      Creditors, Morrison & Foerster LLP, and (3) parties
      entitled to notice pursuant to the Court's January 15,
      2010 order establishing notice procedures in these Chapter
      11 cases.

  (c) Within 45 days following the distribution of any deposit
      required by the Plan or, if no deposit was required, upon
      the payment of the final distribution required by the
      Plan, the Debtors will file a closing report in accordance
      with Local Bankruptcy Rule 3022-1 and an application for a
      final decree.

  (d) The Debtors will submit the requested information,
      including a final decree closing the case, within one year
      from the date of the Confirmation Order, by January 20,
      2012.  If the Debtors fail to comply with the Post-
      Confirmation Order, the Bankruptcy Clerk will so advise
      the Court and an order to show cause may be issued.  The
      Debtors may, however, seek authorization to extend the
      period set forth in the Post-Confirmation Order.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Court Okays Delta Air Claims Settlement
-------------------------------------------------
Judge Martin Glenn granted Mesa Air's motion to approve the
determination, settlement, and allowance of certain claims of
Delta Air Lines, Inc.

The Debtors are authorized to settle the Delta Claims and
Prepetition Delta Actions.

Among other things, (i) Delta's Claim No. 782 against Mesa Air
Group, Inc., is allowed as a general unsecured claim for $3,282
and the remainder of that claim is disallowed and will be deemed
withdrawn and expunged; and (ii) Delta's Claim No. 783 against
Freedom Airlines, Inc., is allowed as a general unsecured claim
for $7,261,742 and the remainder of that claim is disallowed and
will be deemed withdrawn and expunged.

The allowance of Claim Nos. 782 and 783 will not affect the
Debtors' rights of offset, recoupment, or any other means by
which allowed claims may be reduced under the Bankruptcy Code or
under applicable non-bankruptcy law.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Reaches Plan Settlement With BF Claims Holdings
---------------------------------------------------------
Mesa Air Group Inc. entered into a Court-approved stipulation and
agreement with (i) BF Claims Holdings I LLC and (ii) Brigade
Leveraged Capital Structures Fund Ltd., Kitty Hawk Master Funds
Ltd., Kitty Hawk Master Fund II Ltd., and Kitty Hawk Onshore Fund
LP.

Brigade, Kitty Hawk Master Funds, Kitty Hawk Master Fund II, and
Kitty Hawk Onshore Fund are collectively referred to as the
Funds.  BF Holdings and the Funds are collectively referred to as
the Fund Entities.

On January 26, 2010, pursuant to Sections 105, 362 and 541 of the
Bankruptcy Code, the Court entered the Trading Order establishing
the notification and hearing procedure for trading in claims and
equity securities.  On November 23, 2010, the Court approved the
Debtors' Disclosure Statement to the Second Amended Joint Plan of
Reorganization, dated November 23, 2010.

On August 4, 2010, U.S. Bank National Association, which held a
security interest in certain lease rejection claims against Mesa
Air Group, Inc., and Mesa Airlines, Inc., entered into a transfer
of claims agreement with the Funds, excluding Kitty Hawk Onshore
Fund.  The applicable parties agreed to certain conditions with
respect to the occurrence of a "Closing Date."

The consummation of the purchase and the sale of two aircraft
that were the subject of leases -- out of which the lease
rejection claims arose -- occurred on August 9 and November 18,
2010.  On December 23, 2010, the Funds filed their Notices of
Intent to Purchase, Acquire or Otherwise Accumulate a Claim with
respect to claims against Mesa Air Group and Mesa Airlines, from
certain aircraft debt parties.  The Debtors waived the 30-day
notice period under the Trading Order with respect to the
consummation of the transfer of Claims.

On January 3, 2011, the Funds entered into an assumption and
assignment agreement with BF Holdings in which the Funds assigned
all of their "right, title and interest in and to the Transfer of
Claims Agreement and the Mesa Claims" to BF Holdings, and BF
Holdings "assumes all of the obligations under, and agrees to be
bound to the same extent as" the Funds under the Transfer of
Claims Agreement.

BF Holdings was formed by the Funds solely for the purpose of
acquiring and holding the Claims for the benefit of the Funds as
their "designee."

The Debtors believe that the Closing Date under the Transfer of
Claims Agreement and the transfer of the Claims occurred on
December 23, 2010, immediately upon the waiver of the 30-day
notice period prescribed by the Trading Order.  As a result, the
Debtors believe that the Claims were initially transferred to the
Funds -- excluding Kitty Hawk Onshore Fund insofar as the
Transfer of Claims Agreement is concerned -- and that the
Assignment Agreement would have had the effect of transferring
the Claims from the Funds -- excluding Kitty Hawk Onshore Fund
insofar as the Transfer of Claims Agreement is concerned -- to BF
Holdings if the Assignment Agreement had not been rendered void
by the terms of the Trading Order.

BF Holdings maintains that pursuant to the Assignment Agreement,
it became the counterparty under the Transfer of Claims Agreement
and replaced the Funds -- excluding Kitty Hawk Onshore Fund --
before the closing under the Transfer of Claims Agreement and
then took title to the Claims directly from US Bank, as
foreclosing mortgagee, under the Transfer of Claims Agreement.

To recall, on January 4, 2011, BF Holdings filed its Objection to
Plan Confirmation and Approval of Related Plan Supplement
Documents.  BF Holdings filed its Memorandum of Law and Pretrial
Memorandum on January 12, 2011, in further support of its
objection to confirmation of the Debtors' Second Amended Plan.

On January 12, 2011, the Debtors filed their Opposition Brief
Pretrial Memorandum of Law and Response to BF Claims Holding I
LLC's Objection to Plan Confirmation and Approval of Related Plan
Supplement Documents.  They argued that the transfer of the
Claims to BF Holdings was in violation of the procedures
prescribed by the Trading Order; the purported transfer of the
Claims to BF Holdings was void ab initio; and BF Holdings was not
a creditor and did not have standing to object to the Plan.

BF Holdings then filed with the Court certain evidences of
transfer of the Claims from US Bank to BF Holdings, dated
January 11, 2011.

The Debtors filed their Third Amended Joint Plan of
Reorganization on January 19, 2011, as well as the Amended
Plan Supplement.

On January 20, 2011, the Court overruled the BF Holdings
Objection on the merits, finding that BF Holdings lacked standing
on account of its failure to comply with the procedures
prescribed by the Trading Order.  On the same day, the Court also
confirmed the Debtors' Third Amended Plan.

On January 25, 2011, as a consequence of the Court's Memorandum
Decision and because the "Distribution Record Date" was
January 25, 2011, with the cooperation of US Bank, the Funds
maintain that they closed the purchase of the Claims in the name
of the Funds.  The Funds then filed with the Court evidences of
transfer from the Sellers as prescribed by Bankruptcy Rule
3001(e)(2) with respect to the Claims and additional claims
subject to separate claim transfer agreements aggregating
$115,000,000.

BF Holdings has indicated that it intends to seek re-argument or
reconsideration of the Court's Memorandum Decision or file an
appeal of the Confirmation Order.  To avoid the delay, cost, and
uncertainty associated with a potential motion for re-argument or
reconsideration, the Debtors and the Funds agreed that they will
request the Court to vacate its finding that BF Holdings lacked
standing for failure to comply with the procedures prescribed by
the Trading Order.

The salient terms of the Stipulation and Agreement include:

    * The Original Evidences of Transfer filed by BF Holdings
      are deemed withdrawn and have no force or effect now or in
      the future.

    * The portion of the Memorandum Decision relating to the
      Court's finding that BF Holdings did not have standing and
      violated the Trading Order is vacated.  The vacature does
      not result in the transfer of the Claims to BF Holdings
      now or in the future, and the Claims subject to the Funds'
      Evidences of Transfer will continue to be held by the
      Funds and will be subject to the restrictions set forth by
      the Trading Order and the Third Amended Plan.

    * The Fund Entities waive and forever release any and all
      rights, if any, to appeal, seek reconsideration or re-
      argument of, or participate in other motion practice with
      respect to the Memorandum Decision and Confirmation Order.

    * Each party will be responsible for its respective costs
      and expenses incurred in negotiation, drafting, and
      executing the Stipulation and Agreement.

The Official Committee of Unsecured Creditors supports the entry
of the Stipulation and Agreement.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MOMENTIVE SPECIALTY: Completes Sale of IAR Business to Harima
-------------------------------------------------------------
Momentive Specialty Chemicals Inc. has completed the sale of its
global Ink & Adhesive Resins (IAR) business to Harima Chemicals,
Inc., a leading producer of pine-based products.

The IAR business had 2009 annual revenues of $279 million and is
one of the world's leading suppliers of resins and additives to
the graphics arts, adhesives, aroma chemical, synthetic rubber and
specialty coating industries.  Harima's purchase included the
complete business including 11 manufacturing facilities on five
continents and the IAR global product portfolio.  The IAR
management team and approximately 650 global associates also
joined Harima at closing.

The PrinceRidge Group LLC served as transaction advisor and
O'Melveny & Myers LLP served as legal advisor to Momentive.

                   About Harima Chemicals, Inc.

Based in Tokyo, Japan, Harima Chemicals is a leading global
producer of pine-based products, synthetic resins, papermaking
chemicals, tall oil products and electronic materials.  The
company was founded in 1947 and is publicly traded on the Tokyo
and Osaka stock exchanges.  Additional information is available at
www.harima.co.jp/en/

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at Sept. 30, 2010, showed
$3.22 billion in total assets, $5.20 billion in total liabilities,
and a stockholders' deficit of $1.99 billion.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the October 27, 2010 edition of TCR, Moody's
Investors Service assigned a 'Caa1' rating to the guaranteed
senior secured second lien notes due 2020 of Momentive Specialty
Chemicals Inc. (formerly known as Hexion Specialty Chemicals
Inc.).  Proceeds from the notes were allocated for the repayment
of $533 million of guaranteed senior secured second lien notes due
2014.  "With this refinancing Hexion will have refinanced or
extended the maturities on the vast majority of the debt that was
originally slated to mature prior to 2015.  There is less than
$600 million of this debt remaining, which should be much easier
to for the company to refinance as its credit metrics improve
further," stated John Rogers, Senior Vice President at Moody's.


MONEYGRAM INT'L: Reports $16.16MM Net Income in Fourth Quarter
---------------------------------------------------------------
On February 4, 2011, MoneyGram International, Inc., announced
fourth quarter and full-year 2010 financial results.  The Company
reported net income of $16.16 million on $303.37 million of total
revenue for the three months ended December 31, 2010, compared
with net income of $7.87 million on $295.62 million of total
revenue for the same period a year ago.

The Company also reported net income of $43.80 million on
$1.17 billion of total revenue for the year ended December 31,
2010, compared with a net loss of $1.91 million on $1.16 billion
of revenue during the prior year.

The Company's balance sheet at December 31, 2010, showed $5.12
billion in total assets, $5.06 billion in total liabilities,
$999.35 million in mezzanine equity and $942.48 million in total
stockholders' deficit.

"We are pleased with MoneyGram's fourth-quarter financial
performance, and we are excited with our position exiting 2010,"
said Pamela H. Patsley, chairman and chief executive officer.
"We're a stronger company than a year ago, more focused on our
strategies and better positioned for growth.  We are strengthening
our core business, increasing money transfer transactions, taking
out costs and continuing to see general economic improvements in
many markets."

A full-text copy of the Company's press release announcing
financial results is available at no charge at:

               http://ResearchArchives.com/t/s?7312

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONTECITO AT MIRABEL: Dismissal Motion Set for Hearing March 29
---------------------------------------------------------------
U.S. Bankruptcy Court for the District of Arizona will continue
the hearing on March 29, 2011, at 10:30 a.m., at 230 N. First
Ave., 7th Floor, Courtroom 702, Phoenix, Arizona, to consider the
request to dismiss the Chapter 11 case of Montecito At Mirabel
Development, L.L.C., filed by Shelton L. Freeman of Deconcini
McDonald Yetwin & Lcay PC.

                     About Montecito At Mirabel

Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. --
dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11
bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case
No. 09-33899).  Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C.,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


MORGANS HOTEL: Massachusetts Financial Holds 7.2% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Massachusetts Financial Services
Company disclosed that it beneficially owns 2,188,610 shares of
common stock of Morgans Hotel Group Co., consisting of shares
beneficially owned by MFS or certain other non-reporting entities,
representing 7.2% of the shares outstanding.  The number of shares
outstanding of the Company's common stock, par value $0.01 per
share, as of November 8, 2010 was 30,243,380.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.

Morgans Hotel reported a net loss of $37.08 million on $57.74
million of total revenues for the three months ended Sept. 30,
2010, compared with a net loss of $27.82 million on $56.42 million
of total revenues for the same period a year ago.


MPG TRUST: Edward J. Ratinoff Does Not Own Any Securities
---------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Edward James Ratinoff, a director
at MPG Office Trust, Inc., disclosed that he does not own any
securities of the Company.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MTR LEASING: Files Schedules of Assets and Liabilities
------------------------------------------------------
MTR Leasing LLC delivered its schedules of assets and liabilities
to the U.S. Bankruptcy for the Western District of Washington,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $10,609,376
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,346,340
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,076,801
                                ------------     ------------
        TOTAL                    $10,609,376      $10,423,141

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?730e

Seattle, Washington-based MTR Leasing, LLC, filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. W.D. Wash. Case
No. 10-23761).  George S Treperinas, Esq., at Karr Tuttle
Campbell, assures the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Affiliate Frederick D. Berg (Bankr. W.D. Wash. Case No. 10-18668)
filed separate Chapter 11 petition on July 27, 2010.


MYPHOTOPIPE.COM: Files for Chapter 11 Protection
------------------------------------------------
MyPhotopipe.com, Inc. filed for Chapter 11 protection in Phoenix
(Bankr. D. Ariz. Case No. 11-03092).  The Company is represented
by Daniel E. Garrison of Andante Law Group of Daniel E. Garrison,
PLLC.  MyPhotopipe.com, Inc., is an operator of an online photo
print processing lab.


NATIONAL HOME: Objects to Committee's Plan; Hearing Set for Feb 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
continued to February 23, 2011, at 10:30 a.m. the hearing on the
objection of Debtor National Home Centers, Inc., to the
confirmation of the official committee of unsecured creditors'
plan of liquidation filed December 7, 2010, on behalf of the
Debtor.

National Home Centers, Inc., objects to the Committee's Plan on
the following grounds:

  1.  the Committee's Plan fails to meet the requirements of
      Section 1129(a) and the Bankruptcy Code.

  2.  the appointment of an out-of-state Liquidating Trustee is
      inconsistent with the interest of creditors and only serves
      to increase the cost of liquidation and therefore fails to
      comply with Section 1129(a)(5)(ii).

  3.  the Plan improperly provides that certain priority claims
      are unimpaired under Section 1124 and denies priority
      creditors -- including the Debtor's former employees -- the
      right to vote on the Plan and fails to comply with Section
      1129(a)(8).

  4.  The conditions to Effective Date of the Committee's Plan as
      set forth in Article 8 of the Committee's Plan render the
      timing of payments to creditors who must be paid upon the
      effective date speculative and cause the Committee's Plan to
      lack sufficient certainty regarding its terms and treatment
      (including impairment) of creditors.

  5.  The Committee's Plan is not in the best interest of
      creditors and fails to comply with Section 1129(a)(7).

                         Committee's Plan

The Committee's Plan provides for the transfer of all of the
estate's assets into the Liquidating Trust which will, among
other things, have the responsibility for liquidating certain
assets, pursuing causes of action, reconciling Claims and
distributing the assets of the estate to the holders of allowed
claims in accordance with the Plan.

The Liquidating Trust will be under the full control of the
Liquidating Trustee as provided in the Plan, subject to the
limitations set forth in the Plan and the Liquidating Trust
Agreement.  Pursuant to the terms of the Plan and the Liquidating
Trust, David Jones, Esq., will be appointed as the Liquidating
Trustee of the Liquidating Trust.

Pursuant to the Plan terms, holders of Allowed Secured Claims
against the Debtor will, at the option of the Liquidating Trustee,
either receive cash or receive the collateral securing their
Claim.  The Committee's current estimate of the aggregate amount
of Secured Claims against the Debtor is $0.

General Unsecured Claims will receive a pro rata share of all
Distributable Cash.

Holders of the Interests or Interest Related Claims will receive
no distribution or dividend.

A copy of the Amended Disclosure Statement with respect to the
Unsecured Creditors Committee's Plan of Liquidation, dated
December 7, 2010, is available for free at:

       http://bankrupt.com/misc/NationalHome.CommitteDS.pdf

                   About National Home Centers

National Home Centers, Inc., operated retail home centers in
Springdale, Russellville, Little Rock, Bentonville, North Little
Rock, Conway, Fort Smith and Clarksville, Arkansas and retail
flooring centers in Springdale and Conway, Arkansas.  The Company
filed for Chapter 11 bankruptcy protection on December 8, 2009
(Bankr. W.D. Ark. Case No. 09-76195).

Charles T. Coleman, Esq., Judy Simmons Henry, Esq., and Kimberly
Wood Tucker, Es., at Wright, Lindsey & Jennings LLP assist the
Debtor in its restructuring effort.  The Debtor retained CRG
Management, L.L.C., as its financial advisors in its Chapter 11
case.

Michael Traison, Esq., and Marc N. Swanson, Esq., at Miller,
Canfield, Paddock & Stone, P.L.C., in Chicago, Ill., and David
Nixon, Esq., at The Nixon Law Firm, in Fayetteville, Ark.,
represent the official committee of unsecured creditors as counsel
and local counsel, respectively.

In its schedules, the Debtor disclosed $42,427,298 in assets and
$26,986,359 in liabilities.


NCOAT INC: Wants to Extend Plan Filing Deadline to May 14
---------------------------------------------------------
nCoat Inc and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Middle District of North Carolina to further extend their
exclusive periods to file a Chapter 11 plan until May 14, 2011,
and solicit acceptances of that plan until July 13, 2011.

A hearing is set for March 3, 2011, at 9:30 a.m., in Courtroom 3,
Second Floor, 101 South Edgeworth Street, Greensboro, North
Carolina, to consider the Debtors' extension request.

The Debtors say they have liquidated substantially all tangible
and intangible assets and ceased business operations.  However,
the Official Committee of Unsecured Creditors has requested that
the Debtors preserve certain business records so that potential
causes of action can be identified, evaluated and, if appropriate,
pursued by the Debtors or the Committee.  The Committee has
requested Rule 2004 examinations to evaluate the potential causes
of action

The Debtors relate that, in order to complete the review and
tailor any proposed plan in light of any developments in this
regard, they request an extension of 90 days for each of the
exclusive periods.  This requested extension is well within the
maximum period permitted by Section 1121 of the Bankruptcy Code

                       About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on August 16, 2010
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represents the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on August 16, 2010.

William B. Sullivan and Womble Carlyle Sandridge & Rice, PLLC,
represent the Official Committee of Unsecured Creditors.


NEOMEDIA TECHNOLOGIES: Andypolo Discloses 9.9% Equity Stake
-----------------------------------------------------------
In separate Schedule 13D filings with the U.S. Securities and
Exchange Commission on February 4, 2011, each of Andypolo, L.P.,
David and Judy Klein, Barry Liben and Westmount International
Holdings Ltd. disclosed 9.9% equity stake in NeoMedia
Technologies, Inc.  The Reporting Persons beneficially own the
following shares of common stock of the Company:

                                                Shares
                                         Beneficially Owned
                                         ------------------
Andypolo, L.P.                              12,886,597
David and Judy Klein                         5,154,639
Barry Liben                                 12,886,597
Westmount International Holdings Ltd        45,541,237

As of December 31, 2010, the Reporting Persons submitted a
withdraw request from YA Global Investments (U.S.), LP, a hedge
fund, for funds previously invested by the Reporting Persons with
YA Global.  On January 3, 2011, the Reporting Persons received a
letter from YA Global informing it that the withdraw request would
be satisfied through an in-kind distribution of securities held by
YA Global.  Securities received by the Reporting Persons pursuant
to the In-Kind Distribution were valued by YA Global as of the
close of business on December 31, 2010 at:

                                         Securities Received
                                         -------------------
Andypolo, L.P.                                $750,000
David and Judy Klein                          $300,000
Barry Liben                                   $750,000
Westmount International Holdings Ltd        $2,650,000

Based upon information provided by the Company on the January 17,
2011, 35,660,877 shares of Common stock were outstanding.

The Certificate of Designation provides that each share of a
Preferred Share is convertible into Common Stock of the Issuer
equal to the quotient of the liquidation amount divided by the
conversion price.  The liquidation amount is equal to $1,000 per
share of a Preferred Share.  The conversion price is equal to, at
the option of the holder of the Preferred Share, the lesser of (i)
$.50 or (ii) 97% of the lowest closing bid price of the Common
Stock for the 125 trading days immediately preceding the date of
conversion, as quoted by Bloomberg LP.

The Certificate of Designation further provides that no holder of
the Preferred Shares will be entitled to convert the Preferred
Shares to the extent that that conversion would cause the
aggregate number of shares of Common Stock beneficially owned by
such holder to exceed 9.99% of the outstanding shares of Common
Stock following such conversion.

                     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.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEOMEDIA TECHNOLOGIES: YA Global Discloses 9.9% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on February 4, 2011, YA Global Investments, L.P.
disclosed that it beneficially owns 0 shares of common stock of
NeoMedia Technologies, Inc. representing 9.9% of the shares
outstanding.

YA Global Investments, L.P. does not own any shares of Common
Stock.  As the Investment Manager of YA Global, Yorkville
Advisors, LLC may be deemed to beneficially own the same amount of
shares of Common Stock beneficially owned by YA Global.  As the
General Partner to YA Global, Yorkville Advisors GP, LLC may be
deemed to beneficially own the same amount of shares of Common
Stock beneficially owned by YA Global.  As the president of
Yorkville and Yorkville GP and as the portfolio manager to YA
Global, Mark Angelo may be deemed to beneficially own the same
amount of shares of Common Stock beneficially owned by YA Global
and YA Global GP.

YA Global is the owner of derivative securities which have a cap
that prevents each derivative security from being converted or
exercised if that conversion or exercise would cause the aggregate
number of shares of Common Stock beneficially owned by YA Global
and its affiliates to exceed 9.99% of the outstanding shares of
the Common Stock following that conversion or exercise of the
derivative security.  In addition, the cap pertaining to the
derivative securities limits YA Global's entitlement to 9.9% of
the Common Stock Deemed Outstanding of the Company for purposes of
any corporate vote.

Angelo is the direct owner of 375 shares of the Company's Series C
8% Convertible Preferred Stock, par value $.01 per share, dated
February 17, 2006.  Angelo obtained the Preferred Shares as of
December 31, 2010, in which Angelo submitted a withdraw request
from YA Global Investments (U.S.), LP, a hedge fund, for funds
previously invested by Angelo.  On January 3, 2011, Angelo
received a letter from YA Global U.S. informing him that the
withdraw request would be satisfied through an in-kind
distribution of securities held by YA Global.  Securities received
by the Reporting Person pursuant to the In-Kind Distribution were
valued by YA Global U.S. as of the close of business on December
31, 2010 at $375,000.  Angelo received 375 shares of the Preferred
Shares of the Issuer valued by YA Global U.S. at $375,000.  As a
result of the In-Kind Distribution, Angelo may be deemed to have
acquired beneficial ownership of 375 shares of Preferred Shares.

The Certificate of Designation of the Preferred Shares provides
that each share of the Preferred Shares is convertible into Common
Stock of the Issuer equal to the quotient of the liquidation
amount divided by the conversion price.  The liquidation amount is
equal to $1,000 per share of a Preferred Share.  The conversion
price is equal to, at the option of the holder of the Preferred
Share, the lesser of (i) $.50 or (ii) 97% of the lowest closing
bid price of the Common Stock for the 125 trading days immediately
preceding the date of conversion, as quoted by Bloomberg LP.

The Certificate of Designation further provides that no holder of
the Preferred Shares will be entitled to convert the Preferred
Shares to the extent that such conversion would cause the
aggregate number of shares of Common Stock beneficially owned by
such holder to exceed 9.99% of the outstanding shares of Common
Stock following such conversion.

Assuming a conversion price of $0.0582, if Angelo converted as of
the February 3, 2011, the Reporting Person would own 6,443,299
shares of Common Stock of the Company which would represent
approximately 15.3% of the total shares of Common Stock
outstanding at such time, based on 35,660,877 shares of Common
Stock outstanding as informed by the Issuer on January 17, 2011.
However, as noted above, the Certificate of Designation prohibits
the Reporting Person from converting the Preferred Shares to the
extent such conversion would result in the Reporting Person,
beneficially owning in excess of 9.9% of the then and outstanding
shares of Common Stock.

YA Global may be deemed to beneficially own the 375 Preferred
Shares beneficially owned by Angelo, as he is the president of
Yorkville and the investment manager to YA Global and the
portfolio manager to YA Global.  Yorkville Advisors may be deemed
to beneficially own the 375 Preferred Shares owned by Angelo, as
he is the president of Yorkville.

                     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.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEW STREAM: 3 Law Firms Represent Investors Opposing Ch. 11 Plan
----------------------------------------------------------------
Toptani Law Offices, Mazzeo Song & Bradham LLP and Stevens & Lee,
P.C. will represent a group of investors that will take formal
legal action to oppose the proposed pre-packaged bankruptcy plan
of New Stream Capital, L.P., a Connecticut based hedge fund that
once boasted firm-wide assets of $1.2 billion.

Several months ago, New Stream announced that it had entered into
an agreement with its Bermuda investors to liquidate its master
fund, and that upon the consent of its US and Cayman investors, it
would voluntarily file Chapter 11 bankruptcy petitions.  However,
the US and Cayman investors only recently received a formal Plan
of Reorganization and Disclosure Statement describing the terms of
New Stream's proposed liquidation.  On Monday, New Stream
announced an amendment to the Disclosure Statement, thereby
extending the time by which US and Cayman investors must cast
their ballots with respect to the Plan from Feb. 22 to
March 8.

The investor group opposing New Stream's Plan is comprised of US
and Cayman investors who invested nearly $90 million in New Stream
after it announced a new fund structure at the end of 2007.  The
investor group identifies four main concerns with the proposed
Plan and in sum, the investor group believes that the Plan
presents a woefully inequitable division of New Stream's remaining
assets and is contrary to applicable law.

First, the Bermuda investors are receiving far too large a
percentage of New Stream's remaining assets on account of their
allegedly senior secured position because: (a) when the US and
Cayman investors invested in the current fund structure, they
relied on New Stream's assurances that all investors would be
treated pari passu and (b) a substantial portion of the
investments made by the US and Cayman investors -- who contributed
nearly one-half of New Stream's total investment capital -- was
used to purchase and maintain life insurance assets that the
Bermuda investors now claim as their collateral.  These life
insurance assets, which were valued by New Stream at $350 million,
are being sold for $127.5 million, the proceeds of which will be
distributed to the Bermuda investors under the Plan. As a result,
it is likely that the US and Cayman investors will receive less
than 5% of New Stream's remaining assets, while the Bermuda
investors will receive at least 95%.

Second, those few assets that are being distributed to the US and
Cayman investors under the Plan appear to be grossly overvalued.
In particular, the allegedly most significant asset being
distributed to the US and Cayman investors is the common stock in
a company called NorthStar Financial Services Ltd.  The Disclosure
Statement values NorthStar at up to $40 million, but less than a
year ago, New Stream's President, Perry Gilles, submitted a sworn
affidavit in the Bermuda Supreme Court in which he testified that
a sale of NorthStar in 2009 would have required payment to the
purchaser of up to $75 million.

Third, several valuable causes of action to rectify these and
other injustices are being released under the Plan without
adequate consideration.  For example, Mr. Gilles also testified by
sworn affidavit in the Bermuda litigation that New Stream
regularly commingled its assets without regard to legal ownership
between the different New Stream entities.  Furthermore, he
vigorously advocated that in a bankruptcy case the US and Cayman
investors would be able to assert good claims for substantive
consolidation and/or equitable subordination to equalize the
distribution of assets.

Fourth, New Stream management and other insiders are receiving
unwarranted benefits under the proposed Plan: (a) they are being
released from all investor and creditor claims without any
adequate consideration, (b) $2 million is being set aside for
management to respond to an ongoing SEC investigation (as well as
any administrative, regulatory or criminal investigation against
the debtors or their former or current managers, officers,
directors and employees, and to pay defense costs not paid by
insurance carriers), (c) the debtors are indemnifying their
managers, officers, directors and employees, (d) management will
receive additional fees and management roles in various new
entities, and (e) New Stream's attorney-client privilege is being
preserved, which will likely benefit only the insiders and hinder
investigations into any insider malfeasance.

By seeking to induce US and Cayman investors to relinquish the
significant claims they hold, New Stream is promoting an
inequitable Plan that provides a cash windfall for the Bermuda
investors and releases its management from liability. The investor
group will vigorously oppose this result.

New Steam has represented to investors that those investors who
abstain from voting will automatically be deemed to have cast
their votes in opposition to the Plan.  However, the Disclosure
Statement provides otherwise.  Therefore, investors who wish to
oppose the Plan must return their ballots marked "NO" on or before
March 8, 2011 by 5:00 p.m. (PST).

New Stream Capital, L.P., is a Connecticut based hedge fund.


NORTEL NETWORKS: Employees Challenge $38-Millon Deferred-Pay Grab
-----------------------------------------------------------------
Bankruptcy Law360 reports that a group of Nortel Networks Inc.'s
former employees is challenging the bankrupt telecom's bid to
distribute $38 million to unsecured creditors that was held in
trust from an employee deferred-compensation plan.

According to Law360, the employees contended the plan was subject
to protections under the Employee Retirement Income Security Act
that would prevent Nortel's estate from accessing the funds.

                        About Nortel Networks

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

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

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

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

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

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

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


NOVADEL PHARMA: Amends Form S-1; To Sell 40MM Common Shares
-----------------------------------------------------------
On February 4, 2011, Novadel Pharma Inc. filed with the U.S.
Securities and Exchange Commission Amendment No. 3 to the Form S-1
registration statement originally filed with the SEC on
October 21, 2010.

The Company said it is offering up to 4,000 shares of the
Company's Series A Convertible Preferred Stock, convertible into
up to 40,000,000 shares of the Company's common stock, par value
$0.001 per share, together with Warrants to purchase up to
40,000,000 shares of the Company's common stock, to purchasers in
the offering.  The maximum number of shares of common stock
underlying the convertible preferred stock and the warrants issued
in the offering is 80,000,000; provided, however, the Company is
not registering the 40,000,000 shares issuable upon exercise of
the warrants.  Each share of convertible preferred stock the
Company sells will be accompanied by a warrant to purchase one (1)
share of common stock for each share of common stock issuable upon
conversion of the preferred stock.

The Company's common stock is presently quoted on the Over-the-
Counter Bulletin Board under the symbol "NVDL.OB".  The Company
does not intend to apply for listing of the convertible preferred
stock and warrants on any securities exchange or market.  On
February 3, 2011, the last reported sale price of the Company's
common stock as reported by the Over-the-Counter Bulletin Board
was $0.17 per share.

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at September 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


NOVADEL PHARMA: Zolpimist Oral Spray Launched in U.S.
-----------------------------------------------------
NovaDel Pharma Inc. announced that Zolpimist Oral Spray has been
launched in the United States by ECR Pharmaceuticals, a subsidiary
of Hi-Tech Pharmacal Co., Inc.  ECR Pharmaceuticals announced the
immediate availability of Zolpimist Oral Spray, a novel delivery
system of the most widely prescribed sleep aid in the US, zolpidem
tartrate.  The Zolpimist Oral Spray unit contains 60 metered
sprays and provides the flexibility of administering either a 5 or
10 mg dose of the zolpidem active ingredient.  As with most
prescription hypnotic agents, Zolpimist Oral Spray is federally
classified as a CIV controlled substance.  Zolpimist is only
available by prescription.

Steven B. Ratoff, Chairman and CEO said, "We are pleased to have
Zolpimist available in the U. S. marketplace."  Hi-Tech President
and CEO David Seltzer indicated that "Zolpimist is a significant
addition to ECR, our branded products subsidiary, and reflects our
continuing commitment to build this segment of our business
through the marketing of widely used, innovative products."  Over
79 million prescriptions are written annually in the US for sleep
aid products.

                 About Hi-Tech Pharmacal Co., Inc.

\Hi-Tech is a specialty pharmaceutical company developing,
manufacturing and marketing generic and branded prescription and
OTC products.  The Company specializes in difficult to manufacture
liquid and semi-solid dosage forms and produces a range of sterile
ophthalmic, otic and inhalation products.  The Company's Health
Care Products Division is a leading developer and marketer of
branded prescription and OTC products for the diabetes
marketplace.  Hi-Tech's ECR Pharmaceuticals subsidiary markets
branded prescription products.

                        About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at September 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


NOVASTAR FINANCIAL: Barry Igdaloff Discloses 10.3% Equity Stake
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Barry Igdaloff disclosed that he
beneficially owns 307,774 shares of 8.90 Series C Cumulative
Redeemable Preferred Stock representing 10.3% of the shares
outstanding.

On March 17, 2009 Novastar Financial, Inc. notified the holders of
the Novastar Financial 8.9% Series C preferred stock that
as of March 31, 2009, they had the right to elect two  directors
to the Company's Board of Directors as a result of the Company's
failure to pay dividends for six  quarters.  These limited voting
rights may deem the Series C Preferred Shares to be a class of
voting securities, resulting in this form 13D being filed for
notice purposes.  Mr. Igdaloff was elected by the Series C
Preferred shareholders as a Company Director at the annual
stockholders meeting held June 25, 2009.

The outstanding Preferred C Shares of the Company is
2,990,000 shares as of December 10, 2010.

                           About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company's balance sheet at Sept. 30, 2010, showed
$41.13 million in total assets, $143.78 million in total
liabilities, and a stockholders' deficit of $102.64 million.


NOVELOS THERAPEUTICS: Deregisters 15.60 Million Common Shares
-------------------------------------------------------------
On September 15, 2009, Novelos Therapeutics, Inc. filed a
Registration Statement on Form S-1 with the Securities and
Exchange Commission, which was declared effective on February 12,
2010 and subsequently amended by Post-Effective Amendment No. 1
filed on April 14, 2010.  The Registration Statement initially
registered the resale, from time to time, of 19,000,000 shares of
the Company's common stock, par value $0.00001 per share.  The
Shares were registered to permit resales of those Shares by the
selling stockholders, as named in the Registration Statement, who
acquired preferred stock convertible into Shares in connection
with the Company's private placements of the Company's Series E
preferred stock in 2009.

In accordance with the undertaking of the Company contained in the
Registration Statement pursuant to Item 512 of Regulation S-K, the
Company is filing a Post-Effective Amendment No. 2 to the
Registration Statement to deregister the Shares that were
previously registered under the Registration Statement, 15,601,703
of which remain unsold as of February 4, 2011. The Company is
seeking to deregister these Shares because its obligations to keep
the Registration Statement effective pursuant to the terms of its
registration rights agreements with the selling stockholders have
terminated with respect to all the Shares.  The Registration
Statement is amended to effect the deregistration of these
15,601,703 Shares.

                    About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet at Sept. 30, 2010, showed
$3.49 million in total assets, $6.36 million in total current
liabilities, $375,000 in commitments and contingencies,
$13.77 million in redeemable preferred stock, and a stockholders'
deficit of $17.01 million.  Stockholders' deficit was
$16.1 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's continuing losses and stockholders' deficiency at
December 31, 2009.


OMNICOMM SYSTEMS: G. van Kesteren Discloses 5.7% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, Guus van Kesteren, a
director at OmniComm Systems, Inc., disclosed that he beneficially
owns 4,738,103 shares of common stock of the Company representing
5.7% of the shares outstanding.  The number of shares outstanding
of each of the Company's classes of common equity as of November
14, 2010 was 85,507,699 common stock $.001 par value.

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.

OmniComm Systems, Inc.'s balance sheet at September 30, 2010,
showed total assets of $2,876,914, total liabilities of
$21,122,182, and a stockholders' deficit of $18,245,268.

                        Going Concern Doubt

Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred losses
and has a net capital deficiency.


PATIENT SAFETY: COO Hamilton Resigns for Personal Reasons
---------------------------------------------------------
Effective February 1, John A. Hamilton will no longer be an
employee of Patient Safety Technologies, Inc.  Mr. Hamilton has
decided to resign from the Company for personal reasons but will
be working with the Company as a consultant until his
responsibilities are fully transitioned.  Additionally, the
Company has eliminated the position of Chief Operating Officer,
the position previously held by Mr. Hamilton.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2010, showed
$12.02 million in total assets, $10.10 million in total
liabilities, and a stockholders' equity of $1.92 million.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PEANUT CORP: Salmonella Victims Seek Criminal Case for Ex-Head
--------------------------------------------------------------
Bankruptcy Law360 reports that family members of those who
allegedly became ill or died after eating salmonella-tainted
Peanut Corp. of America products plan to call on the federal
government to bring criminal charges against the former head of
the Company.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.


PEOPLES STATE BANK: Closed; First Michigan Bank Assumes Deposits
----------------------------------------------------------------
Peoples State Bank of Hamtramck, Mich., was closed on Friday,
February 11, 2011, by the Michigan Office of Financial and
Insurance Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
Michigan Bank of Troy, Mich., to assume all of the deposits of
Peoples State Bank.

The ten branches of Peoples State Bank will reopen during their
normal business hours as branches of First Michigan Bank.
Depositors of Peoples State Bank will automatically become
depositors of First Michigan Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Peoples
State Bank should continue to use their existing branch until they
receive notice from First Michigan Bank that it has completed
systems changes to allow other First Michigan Bank branches to
process their accounts as well.

As of December 31, 2010, Peoples State Bank had around $390.5
million in total assets and $389.9 million in total deposits.
First Michigan Bank will pay the FDIC a premium of 0.25 percent to
assume all of the deposits of Peoples State Bank.  In addition to
assuming all of the deposits of the failed bank, First Michigan
Bank agreed to purchase essentially all of the assets.

The FDIC and First Michigan Bank entered into a loss-share
transaction on $331.0 million of Peoples State Bank's assets.
First Michigan Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-450-5143.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/peoplesstatebank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $87.4 million.  Compared to other alternatives, First
Michigan Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Peoples State Bank is the sixteenth FDIC-insured
institution to fail in the nation this year, and the first in
Michigan.  The last FDIC-insured institution closed in the state
was Paramount Bank of Farmington Hills, on December 10, 2010


PILGRIM'S PRIDE: Injured Worker May Pursue Claim in District Court
------------------------------------------------------------------
Bankruptcy Judge Dennis Michael Lynn ruled that Raymond Love's
failure to timely file an administrative claim against Pilgrim's
Pride Corporation was the result of excusable neglect.  Pursuant
to its authority under F.R.B.P. 9006(b)(1), the Court grants
Raymond and his wife Sheila Love's application for allowance of
administrative expense claim, without prejudice to assertion by
the Debtors of any applicable legal defenses. Pursuant to the
Order Respecting Reference signed on April 28, 2010, by U.S.
District Judge Terry R. Means, Mr. Love is directed to pursue his
administrative expense claim in the U.S. District Court for the
Northern District of Texas, where a U.S. District Judge will
determine if an arbitration proceeding is the proper means by
which Mr. Love's administrative expense claim should be resolved.

On August 3, 2009, Mr. Love was injured in a fall.  He was
employed by PPC at the time of the accident.

A copy of Judge Lynn's February 8, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/nu6XkWfrom
Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664).  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.


QUEENS PLAZA: Liquidating Plan Confirmed; Feb. 17 Auction Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
confirmed on January 31, 2011, Queens Plaza Development, LLC's
Chapter 11 Plan of Liquidation dated November 5, 2010.

The Bankruptcy Court set the auction date of the Debtor's Real
Property for February 17, 2011.

As reported in the Troubled Company Reporter on January 13, 2011,
the Bankruptcy Court approved the adequacy of the information
contained in the disclosure statement describing the Debtor's
proposed Chapter 11 plan of liquidation.

Under the Plan, secured creditor U.S. Bank, owed $15,069,624, will
recover between $53% and 100%.  Holders of priority claims, owed
less than $3,736, will recover 100%.  Holders of general unsecured
claims, owed between $392,622 and $816,333, will recover between
3% and 100%.  Holders of equity interests are slated to receive
the remaining cash after all creditors are paid in full.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?7206

                        About Queens Plaza

Garden City, New York-based Queens Plaza Development, LLC, a
Delaware limited liability company, owns and develops a real
property located at 29-37 41st Avenue, Long Island City, New York.
The Debtor's sole member and manager is Queens Plaza Holdings,
LLC, a Delaware Limited Liability Company.  Queens Plaza Group,
LLC, in turn is the managing member of Queens Plaza Holdings.

The Company filed for Chapter 11 bankruptcy protection on
September 8, 2010 (Bankr. E.D.N.Y. Case No. 10-77035).  Thomas A.
Draghi, Esq., and Jeffrey A. Miller, Esq., at Westerman Ball
Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y., assist the
Debtor in its restructuring effort.  In its schedules, the Debtor
disclosed $11,000,022 in assets and $16,023,777 in liabilities as
of the Petition Date.

The Office of the U.S. Trustee for Region 2 notified the U.S.
Bankruptcy Court for the Eastern District of New York that it was
unable to appoint an official committee of unsecured creditors in
the Debtor's Chapter 11 case.


RADIENT PHARMACEUTICALS: Unit Closes $900,000 Bridge Financing
--------------------------------------------------------------
Jade Pharmaceuticals Inc., a China-based pharmaceutical company
and deconsolidated subsidiary of Radient Pharmaceuticals
Corporation (NYSE Amex: RPC), a U.S.-based company specializing in
the research, development, and international commercialization of
In Vitro Diagnostic cancer tests, reported it has closed on
$900,000 in bridge financing.

The financing will be used to underwrite legal and accounting
expenses associated with the previously announced anticipated
merger of JPI and Shanxi BaoTai Pharmaceutical Co., Ltd. (BaoTai)
3/4 a privately-owned pharmaceutical manufacturing company located
in Taiyuan, China.

According to Douglas MacLellan, Chairman and CEO of RPC, "This
bridge financing is an important part of our overall financing
strategy that will allow us to move ahead with our planned merger
with BaoTai, after which, we hope to list public shares of the
newly formed organization on a public exchange.  Our primary focus
is to exploit the core competencies of JPI and BaoTai to
ultimately build a high-growth business that delivers novel
cancer-centric pharmaceutical products to global, in-demand
markets."

JPI is the second leading provider of DomperidoneTM 3/4 an
antiemetic pharmaceutical product used to prevent nausea and
vomiting caused by chemotherapy treatment or other medications
given to patients.  Annual Domperidone sales in China are
estimated to be $250 million at the patient level, and
approximately $125 million at the wholesale level, with an annual
growth rate of 15%.  The Company believes the combined companies
will be in a strong position to gain at least 50% of the Chinese
Domperidone market within the next 3 years.  In addition, both
companies have a solid product pipeline that should enable them to
introduce a minimum of five additional cancer-centric products to
market each of which has the potential to generate $50 million in
gross revenues by FY2015.

RPC owns approximately 98% of JPI, which is a China-based
pharmaceutical company engaged in the manufacture and distribution
of generic and homeopathic pharmaceutical products.  JPI operates
a wholly-owned Chinese subsidiary Jiangxi Jiezhong Bio-Chemical
Pharmacy Company Limited (JJB).  For additional information on
Radient Pharmaceuticals, AMDL Diagnostics Inc., JPI and its
portfolio of products visit the Company's corporate Web site at
www.Radient-Pharma.com.  For Investor Relations information
contact Kristine Szarkowitz at IR@Radient-Pharma.com or
1.206.310.5323.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RAYMOND PROFESSIONAL: Dist. Court Affirms Ruling in Pope Suit
-------------------------------------------------------------
The consolidated cases, Raymond Professional Group, Inc. and
Raymond Professional Group - Design/Build, Inc. f/k/a Raymond
Management Services, Inc., v. William A. Pope Co., Case Nos. 09 C
6037, 10 C 5325 (N.D. Ill.), are the appeals of various judgments
and orders entered by the bankruptcy court in adversary proceeding
07 C 639.  Pope and RMS contracted to construct a project for the
owner of a power facility.  RPG was not part of the deal.  Pope
and RMS litigated their contractual rights in an arbitration
proceeding pre-bankruptcy.  The arbitration panel made an award in
Pope's favor.  Rather than accept the panel's decision, on
December 18, 2006, RPG, RMS, and several related entities filed
Chapter 11 bankruptcy cases.  RMS brought an adversary proceeding
against Pope, in which it sought to vacate the arbitration award.

RPG (later joined by RMS) also brought adversary proceeding 07 A
00639 against Pope.  RPG and RMS sought a declaration that the
funds in certain account are not held in trust, and sought to
avoid the arbitration award as a preference.  The bankruptcy court
bifurcated Count VI for trial separately from the other counts,
and entered judgment in Pope's favor on Count VI of the adversary
complaint.  The bankruptcy court found that all funds in the
Account were held in trust for Pope's sole benefit, and that those
funds were not property of the bankruptcy estate of either RMS or
RPG.  RMS and RPG filed an appeal of that judgment under case
number 09 C 6037.  The District Court stayed that appeal pending
the bankruptcy court's resolution of the remaining counts of the
adversary proceeding.

On May 20, 2010, the bankruptcy court entered judgment in Pope's
favor on RMS and RPG's claims in Counts II through V.  The
bankruptcy court concluded that those claims failed because the
arbitration award did not transfer any property interest to Pope.
RMS and RPG appealed the bankruptcy court's judgment as to Count
III under case number 10 C 5325, which has been consolidated with
case number 09 C 6037.

In a February 8, 2011 Memorandum Opinion and Order, Senior
District Judge George W. Lindberg affirmed the bankruptcy court's
judgments and orders.  Judge Linberg said RMS and RPG have not
shown that they had any interest in the funds in the Account.  The
arbitration award did not transfer any interest of RMS to Pope, or
otherwise create an interest in Pope's favor.  Rather, it made a
finding as to the value of Pope's pre-existing interest under the
agreements between RMS and Pope.  As the bankruptcy court
correctly concluded, the arbitration award did not effect a
transfer of RMS's property under 11 U.S.C. Sec. 547(b).

Given the District Court's conclusion that the bankruptcy court
did not err in finding that Pope was entitled to all of the funds
in the Account, the District Court affirmed the bankruptcy court's
order transferring the Account funds to a new account accessible
only to Pope, and the bankruptcy court's approval of Pope's bill
of costs as to Count VI of the adversary complaint.

A copy of the District Court's decision is available at
http://is.gd/pZJr7Ufrom Leagle.com.

                 About Raymond Professional Group

Engineering and design company Raymond Professional Group, Inc. --
http://www.raymond-co.com/-- and five of its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ill. Case No. 06-16748) on
December 18, 2006.  The Debtors are represented by Jason M. Torf,
Esq., at Schiff Hardin LLP in Chicago.  When the Debtors sought
Chapter 11 protection, they estimated their assets and debts
between $1 million and $100 million.


RDK TRUCK: Asks for Court's Permission to Use Cash Collateral
-------------------------------------------------------------
RDK Truck And Service, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to use the
cash collateral.

Alberto F. Gomez, Jr., at Morse & Gomez, P.A., explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

At the Petition Date, the Debtor was indebted to People's United
Equipment Finance Corporation approximately $6,189,974.47.
People's United claims to hold an interest in the Debtor's deposit
accounts, accounts receivable, inventory, chattel paper,
documents, instruments and the proceeds from the sale of trucks
and rental income generated from truck rentals by the Debtor's
affiliate RDK Municipal Truck Center, Inc.  Prepetition, the
Debtor agreed to repay People's United as inventory is sold, plus
monthly interest payments on the outstanding principal balance
pursuant to a restructured promissory note which matured on
February 1, 2011.  The Debtor proposes to continue to pay People's
United as inventory is sold, plus monthly interest payments at
5.25% per annum on the outstanding principal balance owed.

The Debtor is current with all of its obligations owed to People's
United, but is unable to operate its business without the ability
to use cash, which may constitute cash collateral.

At the Petition Date, the Debtor is indebted to Bay Cities Bank
approximately $2,177,159.86.  Bay Cities appears to be fully
secured with respect to certain real estate collateral held by the
Debtor's affiliates, Adamo Realty Management, LLC, and RDK
Development, Inc., who own the real property which the Debtor
utilizes in its business operations.  Bay Cities appears to have a
blanket lien against all assets of the Debtor, but that claim as
it relates to cash collateral is junior or inferior to the lien of
People's United and is undersecured.  Bay Cities isn't entitled to
adequate protection as to its cash collateral interest.  However,
the Debtor will pay the rent to Adamo and Development in an amount
equal to the monthly principal and interest payments owed to Bay
Cities as a pass-through mortgage payment once authorized by the
Court.

The Debtor is allegedly indebted to E-Z Pack Holdings, LLC, in the
amount of $15,936.27.  The Debtor asserts that it has paid off its
obligations owed to E-Z Pack and disputes any amounts claimed by
E-Z Pack.  To the extent that E-Z Pack has a lien on cash
collateral, that lien is junior and inferior to People's United
and Bay Cities and is wholly undersecured.  Therefore, no adequate
protection of E-Z Pack's alleged interest in the Debtor's cash
collateral is required.

Furthermore, 1st Source Bank; Galbreath, LLC; Nu-Life
Environmental, Inc.; and General Electric Capital Corporation
executed security interests in the Debtor's collateral by filing
UCCI Financing Statement asserting liens on the Debtor's assets.
To the extent that the secured creditors have a lien on cash
collateral, their liens are junior and inferior to People's united
and are undersecured.

Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection on February 1, 2011 (Bankr. M.D. Fla. Case No. 11-
01877).  Alberto F Gomez, Jr., Esq., at Morse & Gomez, PA, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.


REALOGY CORP: Completes Offering of $700MM Sr. Secured Notes
------------------------------------------------------------
Realogy Corporation successfully completed its private offering of
$700 million aggregate principal amount of 7.875% Senior Secured
Notes due 2019 which was exempt from the registration requirements
of the Securities Act of 1933, as amended.

The Notes are guaranteed on a senior secured basis by Domus
Intermediate Holdings Corp., the Company's parent, and each
domestic subsidiary of the Company that is a guarantor under its
senior secured credit facility.  The Notes are also guaranteed by
Domus Holdings Corp., the Company's indirect parent, on an
unsecured senior subordinated basis.  The Notes are secured by
substantially the same collateral as the Company's existing first
lien obligations under its senior secured credit facility, but the
priority of the collateral liens securing the Notes is (i) junior
to the collateral liens securing the Company's first lien
obligations under its senior secured credit facility and (ii)
senior to the collateral liens securing the Company's second lien
obligations under its senior secured credit facility.

The Notes have not be registered under the Securities Act or any
state securities law and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration under the Securities Act and applicable state
securities laws.  The Notes were offered in the United States only
to qualified institutional buyers under Rule 144A of the
Securities Act and outside the United States under Regulation S of
the Securities Act.

The Company used the net proceeds from the offering of the Notes,
along with cash on hand, to prepay $700 million of its first lien
term loans the maturity of which was extended in connection with a
previously announced amendment to the Company's senior secured
credit facility.  The amendment as well as the extensions of the
maturity of a significant portion of the Company's first lien term
loans, revolving commitments and synthetic letter of credit
commitments became effective upon the prepayment.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $9.14 billion in  total
liabilities, and a stockholders' deficit of $981.0 million.

It has 'Caa2' corporate family rating and 'Caa3' probability of
default rating, with positive outlook, from Moody's.  The rating
outlook is positive.  Moody's said in January 2011 that the 'Caa2'
CFR and 'Caa3' PDR reflects very high leverage, negative free cash
flow and uncertainty regarding the timing and strength of a
recovery of the residential housing market in the US.  Moody's
expects Debt to EBITDA of about 14 times for the 2010 calendar
year.  Despite the recently completed and proposed improvements to
the debt maturity profile, the Caa2 CFR continues to reflect
Moody's view that current debt levels are unsustainable and that a
substantial reduction in debt levels will be required to stabilize
the capital structure.

As reported in the February 8, 2011 edition of TCR, Standard &
Poor's Ratings Services raised its corporate credit
rating on Realogy Corp. to 'CCC' from 'CC'.  S&P removed the
rating from CreditWatch, where it was placed with positive
implications Jan. 18, 2011.  The rating outlook is positive.

In addition, S&P revised its recovery rating on the company's non-
extended senior secured credit facilities to '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  S&P raised its issue-level rating on
this debt to 'B-' -- two notches higher than the 'CCC' corporate
credit rating -- in accordance with its notching criteria for a
recovery rating of '1'.


RIVER EAST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River East Plaza, LLC
        505 E. Illinois Street, Suite 100
        Chicago, IL 60611

Bankruptcy Case No.: 11-05141

Chapter 11 Petition Date: February 10, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Michael E. Gosman, Esq.
                  WHYTE HIRSCHBOECK DUDEK S.C.
                  555 East Wells Street
                  Milwaukee, WI 53202
                  Tel: (414) 978-5350
                  E-mail: mgosman@whdlaw.com

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

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

The petition was signed by Daniel E. McLean, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ABM Janitorial Midwest             Janitorial &           $578,469
75 Remittance Drive, #3011         Maintenance Services
Chicago, IL 60675-3011

Maron Electric Co.                 Construction           $403,568
5401 W. Fargo Avenue               Services
Skokie, IL 60077

ALCA Carpentry                     Construction           $262,546
161 Tower Drive, Unit F            Services
Willowbrook, IL 60527

Schiff Hardin LLP                  Legal Services         $247,264

Brookwood Builders                 Construction           $224,466
                                   Services

G&M Electrical Contractors Co.     Construction           $215,626
                                   Services

Levy Security Corp.                Security Services      $212,551

National Heat & Power Corp.        Construction           $176,683
                                   Services

Pio Woodworking                    Construction           $137,850
                                   Services

State Mechanical Services          Construction           $135,404
                                   Services

Bruno Francis Plumbing & Heating   Construction           $132,875
Co                                 Services

American Designs, Inc.             Construction           $111,736
                                   Services

Thornton Tomasetti                 Construction           $110,511
                                   Services

Koeckritz International            Construction           $101,514
                                   Services

Peerless Rug Co.                   Construction            $97,466
                                   Services

Romano's Tile Co.                  Construction            $93,633
                                   Services

Goodman Plumbing                   Construction            $91,218
                                   Services

DeCicco Painting and Drywall Inc.  Construction            $89,540
                                   Services

Monarch Electric Construction Co.  Construction            $88,506
                                   Services

Waukegan Gurnee Glass              Construction            $79,348
                                   Services


ROSELAND VILLAGE: Files List of Five Largest Unsecured Creditors
----------------------------------------------------------------
Roseland Village LLC filed a list of five largest unsecured
creditors with the U.S. Bankruptcy Court for the Eastern District
of Virginia.

Creditor                      Nature of Claim         Amount
--------                      ---------------         ------
Chesterfield County Treasurer  Real estate taxes       $220,065
P.O. Box 26585
Richmond, VA 23285

Poole & Poole Architecture     Design services          $80,602
3736 Winterfield Road
Suite 100
Midlothian, VA 23113

Urban Design Associates        Design services          $30,296
707 Grant Street
Pittsburgh, PA 15219

FloranceGordonBrown, PC        Legal Services            $9,244
1900 One James Center
901 East Cary Street
Richmond, VA 23219

Fidelity Title Services, Inc.  Title policy updates         265
One James Center, Suite 1949
901 East Cary Street
Richmond, VA 23219

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection on January 13, 2011 (Bankr.
E.D. Va. Case No. 11-30223).  Bruce E. Arkema, Esq., at
Durrettebradshaw, PLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million.


ROSELAND VILLAGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Roseland Village LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $42,950,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,739,008
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $226,065
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,243,068
                                ------------     ------------
        TOTAL                    $42,950,000      $38,208,142

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?731e

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection on January 13, 2011 (Bankr.
E.D. Va. Case No. 11-30223).  Bruce E. Arkema, Esq., at
Durrettebradshaw, PLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million.


SCI REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SCI Real Estate Investments, LLC
        11620 Wilshire Boulevard, 10th Floor
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-15975

Chapter 11 Petition Date: February 11, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Jeffrey W. Dulberg, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  E-mail: jdulberg@pszjlaw.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Marc Paul, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wachovia Bank                      Line of Credit/     $25,891,281
333 S. Grand Avenue, 9th Floor     ITCN Loan
Los Angeles, CA 90071

First Citizenz Bank                Loan/Line of        $20,003,889
515 S. Flower Street, Suite 1200   Credit
Los Angeles, CA 90071

Tenet Healthcare Corporation       Outstanding Rent       $467,378
P.O. Box 845610                    (Promissory Note)
Dallas, TX 75284

City of LA                         Business Tax           $232,352
                                   Assessment

Mary Greco, Trustee                Placement Agreements   $135,000

Edward F. Bartz, Jr., IRA          Unsecured Note          $50,000

Donna L. Bowman & Robert S. Henion Unsecured Note          $50,000

The Perry Family Trust             Placement Agreement     $40,000

Jack E. McCroskey, IRA             Unsecured Note          $39,200

Be Glad LLC                        Unsecured Note          $30,000

William R. Cosgriff                Unsecured Note          $27,000

James H. Ernst                     Unsecured Note          $26,882

Frances J. McDaniel, IRA           Unsecured Note          $25,000

Brent Doyle, IRA                   Unsecured Note          $25,000

Neal Handel, Cal Nat'l Bank        Placement Agreement     $25,000

Holland & Knight, LLP              Legal Fees              $22,673

Edward & Judith Berry - Trust      Settlement Agreement    $12,000

ING                                401(K) Distribution      $4,436

Incisive Media                     Advertising              $3,000

Internal Revenue Service           Penalty re 1099s         $2,400


SECURED CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Secured California Investments, Inc.
        11620 Wilshire Boulevard, 10th Floor
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-15987

Chapter 11 Petition Date: February 11, 2011

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

Judge: Barry Russell

Debtor's Counsel: Jeffrey W. Dulberg, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  E-mail: jdulberg@pszjlaw.com

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

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

The petition was signed by Marc Paul, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Citizens Bank                Loan/Line of        $20,003,889
515 S. Flower Street, Suite 1200   Credit
Los Angeles, CA 90071

Wachovia Bank                      Line of Credit       $3,736,583
333 S. Grand Avenue, 9th Floor
Los Angeles, CA 90071

Martin Schiff                      Note Payable           $842,325
TTEE, Schiff Family Trust
1220 Corsica Drive
Pacific Palisades, CA 90272

Irvin Q. & Marilyn Sobel, TTEE     Note Payable           $330,000
10490 Wilshire Boulevard, #1404
Los Angeles, CA 90024

Richard and Pauline R. Schneider   Note Payable           $272,250
905 Buena Vista Street
So. Pasadena, CA 91030

Fidelity International, Inc.       Note Payable           $165,000

Bruce Hensel, MD                   Note Payable           $123,750

Denise Simon                       Note Payable            $90,750

Robert and Linda Hart              Note Payable            $82,500

Neal Handel, TTEE                  Note Payable            $82,500

Philip L. Grauman                  Note Payable            $82,500

Klaus Friederic                    Note Payable            $82,500

Barry & Gabriella Brock, TTEE      Note Payable            $82,500

Harold J. Stanton, TTEE            Note Payable            $82,500

Howard & Marsha Spike, TTEE        Note Payable            $82,500

The R&J Family Limited             Note Payable            $61,875
Partnership

Howard and Denise Simon            Note Payable            $57,750

Punam Patel or Vidya Patel, TTEE   Note Payable            $41,250

Lawrence M. & Sunnie L. Daniels    Note Payable            $41,250

Modris A. and Jann E. Tidemanis    Note Payable            $41,250


SEA LAUNCH: Boeing Still Pursuing $356 Million Claim
----------------------------------------------------
Peter B. de Selding at Space News reports that Boeing has not
abandoned its effort to collect $356 million from its former Sea
Launch commercial launch service partners in Russia and Ukraine
despite an initial setback at a Swedish arbitration panel, saying
the companies in question "have the wherewithal to pay."

According to the report, how likely it is that Boeing will be able
to recover these funds is not known, but the company is pursuing
its case at the Stockholm Chamber of Commerce despite that body's
previous refusal to rule on the case, saying it lacked
jurisdiction.

Boeing said in a February 9 filing with the U.S. Securities and
Exchange Commission that the Swedish panel spent a year examining
Boeing's request for arbitration before deciding, in October 2010,
that it had no standing to make a ruling. Boeing said it filed an
appeal Jan. 11.

Boeing said $147 million of the total relates to a bank guarantee
that Boeing made to Sea Launch on behalf of all shareholders.  The
Norwegian shareholders have reimbursed Boeing for their pro rata
share, but to date the Russian and Ukrainian shareholders have
contested Boeing's claims.

                         About Sea Launch

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from US$100 million to
US$500 million and debts are at least US$1 billion.


SEAHAWK DRILLING: Files for Chapter 11 for Quick Sale to Hercules
-----------------------------------------------------------------
Seahawk Drilling Inc. and its affiliates sought chapter 11
protection (Bankr. S.D. Texas Lead Case No. 11-20089) to sell its
assets to Hercules Offshore, Inc., for $105 million in cash and
shares.

Seahawk said a Chapter 11 filing is warranted to protect and
preserve their going concern value and to facilitate a prompt sale
of substantially all of their assets for the benefit of all
stakeholders.

The Debtors have postpetition financing in the aggregate amount of
up to $35,000,000 from D.E. Shaw Direct Capital Portfolios, L.L.C.

Based on court filings, the Debtors do not intend to conduct any
bankruptcy auction or further market test the assets while under
Chapter 11.  In the opinion of Simmons And Company International
and the board of directors, further marketing efforts would not
likely result in any offers superior to the Hercules Asset
Purchase Agreement.

The fist day hearing is scheduled today February 14, 2011, at 3:30
p.m. CST.

Seahawk expects no impact on operations and Seahawk will continue
to perform work for its customers without interruption.  Seahawk
expects that full payment of all funded debt and trade payables
will be made.  Additionally, Seahawk expects to pay all vendors
for goods and services provided after the filing.

                        Parties' Statement

Seahawk's Chief Executive Officer, Randy Stilley, stated, "After a
thorough and disciplined process, an independent committee of
Seahawk's directors and its full Board of Directors determined
that an asset sale to Hercules provides the highest level of value
to Seahawk's stakeholders."

Mr. Stilley continued, "The transaction with Hercules creates a
company with a larger, more diverse fleet, broader customer
relationships and greater operational flexibility. In addition to
increased economies of scale, combining the fleets will provide
for substantial cost savings through the elimination of overhead
and duplicative public company expenses."

Both companies expect to obtain regulatory clearance under the
Hart-Scott-Rodino Antitrust Act and close the transaction in the
second quarter of 2011.

"The filing permits us to effectuate the sale in an efficient
manner, allowing us to address legacy liabilities inherited from
Pride International, Inc. as part of the August 2009 spin-off, and
ensure we continue to operate our business as usual as we proceed
with the sale process," Mr. Stilley said.

John T. Rynd, President and Chief Executive Officer of Hercules
Offshore, Inc., stated, "We believe that the strategic rationale
and value proposition of this transaction are very compelling for
our shareholders.  This is a unique opportunity to acquire assets
at an attractive price, and we expect significant synergies once
they are added to our rig fleet.  Furthermore, the structure and
terms by which we are acquiring these assets will provide benefits
to our shareholders, allowing us to fully dedicate our time to
operate these assets to their maximum potential.  We will have the
ability to operate a significantly larger fleet of rigs for our
customers, with a small amount of incremental cost."

The Board of Directors of Hercules Offshore has approved the
transaction.  Closing of the transaction is subject to bankruptcy
court approval, Hercules Offshore lender approval, as well as
regulatory approvals and other customary conditions.  Assuming
such conditions are achieved, Hercules anticipates closing of this
transaction to occur during the second quarter of 2011.  Jefferies
& Company provided a fairness opinion to the Hercules Offshore
Board of Directors, and Andrews Kurth LLP and Thompson & Knight
LLP acted as legal advisors to Hercules Offshore for this
transaction.

Hercules Offshore is scheduled to conduct a conference call on
today, Feb. 14, 2011, at 7:00 a.m. CST (8:00 a.m. EST) to discuss
the transaction.  To participate in the conference call by
telephone, please call 10 minutes prior to the scheduled start
time, one of the following telephone numbers:

  866-271-0675 (Domestic)
  617-213-8892 (International)

The access or confirmation code is 73179107.

                       Road to Chapter 11

Randall D. Stilley, president, chief executive officer and a
member of the board of directors of Seahawk Drilling, relates that
since mid-2008, the demand for drilling services has declined
dramatically, principally as a result of the global financial
crisis, declining prices of crude oil and natural gas and
deteriorating worldwide economic conditions.  The decline in the
United States jackup rig market since 2009 has been one of the
sharpest downturns for domestic jackup rig activity over the past
30 years.  In addition, the regulatory and financial uncertainties
regarding a former customer, PEMEX, have had a significant effect
on Seahawk's business.  Finally, from August 2009 to March 2010,
the Debtors' active rig count averaged five to seven working rigs
at any given time.

On April 20, 2010, the demand for offshore drilling services in
the Gulf of Mexico was further negatively impacted by the Macondo
well blowout, prompting, among other things, the United States
Government to issue a moratorium on all U.S. offshore drilling.

According to Mr. Stilley, notwithstanding the termination of the
Government-imposed drilling prohibitions later in 2010, the
Debtors' customers are experiencing significant delays in the
issuance of drilling permits and very few new drilling permits
have been issued.  In addition, there is an increasingly uncertain
regulatory and cost environment which continues to adversely
affect the Debtors' business.

As a result of all of these factors, the Debtors' active rig count
declined to three working rigs during October 2010.  While there
has been some recent marginal improvement in market conditions --
seven rigs are currently working -- the combined impact of all of
these events, together with negative cash flows throughout 2009
and 2010, has severely stressed and exhausted the Debtors'
liquidity and even the current operating level results continue to
produce negative cash flows for the Debtors, Mr. Stilley relates.

                         Capital Structure

As of November 9, 2010, Seahawk reported a loss of $32.1 million
from continuing operations, or $2.69 per diluted share, for the
three months ended September 30, 2010, compared to a loss of $32.4
million, or $2.80 per diluted share, for the three months ended
September 30, 2009.  Revenues totaled $18.6 million during the
three months ended September 30, 2010, compared with $67.6 million
during the three months ended September 30, 2009.

Seahawk's consolidated balance sheet at September 30, 2010,
included cash and cash equivalents of $41.4 million and net
working capital of $11.4 million.  Capital expenditures during the
third quarter of 2010 were $4.5 million.  On September 30, 2010,
Seahawk had total assets of $504.9 million, stockholders' equity
of $380.4 million, and short-term debt of $17.9 million.

                        Sale to Hercules

In February 2011, after evaluating the indications of interest and
potential offers received from a number of interested parties, the
Board authorized the Debtors to enter into an Asset Purchase
Agreement with Hercules Offshore Inc.  The executed APA
contemplates the acquisition by Hercules or one or more of its
subsidiaries of substantially all of the assets and jackup rigs of
the Debtors through a sale pursuant to Section 363 of the
Bankruptcy Code.  The aggregate consideration for the Purchased
Assets is (a) 22,321,425 shares of Hercules Common Stock  plus (b)
cash in an amount equal to $25,000,012, subject to certain
adjustments.  Using the closing stock price of Hercules' stock as
of February 10, 2011, the Base Aggregate Consideration would be
valued at approximately $105 million before any adjustments. The
Base Aggregate Consideration is to be payable at closing by
Purchaser to Sellers.

The Debtors propose to sell these assets to Hercules:

    a. Rigs. Substantially all of the Debtors' 20 jackup Rigs;

    b. Contracts. All of the interests, rights, Claims, and
       benefits arising or accruing to any of Sellers under any
       Contract to the extent Sellers' interest in such Contract
       is transferable;

    c. Equipment. All furniture, equipment, computers, computer
       equipment, machinery, tools, hand tools, spare parts, test
       equipment, supplies, inventory, office supplies,
       telephones, and all other tangible personal property
       relating to the operation of the Business.

    d. Rolling Stock. All automobiles, vans, trucks, trailers, and
       other motorized and similar vehicles and stock of every
       kind, whether owned or leased, used in the operation of the
       Business;

    e. Additional Tangible Assets. All other Tangible Personal
       Property of every kind used in the operation of the
       Business;

    f. Accounts and Notes Receivable. All trade accounts
       receivable, notes receivable, and other rights of Sellers
       to payment from customers and other third parties;

    g. Insurance Benefits. All insurance benefits arising from or
       related to the Business;

    h. Cash. All cash and cash equivalents, securities, money on
       deposit with banks, certificates of deposit, and similar
       short-term investments of Sellers;

    i. Prepaid Deposits and Expenses. Any deposits and prepaid
       expenses (paid to or by Sellers), Claims for refunds, and
       rights of set off related to the Purchased Assets or
       Business;

    j. Claims. Any and all Claims against third parties relating
       or attributable to the Business;

    k. Permits. Any and all Permits, including pending
       applications or filings therefor and renewals thereof, of
       every kind;

    l. Books and Records. Photocopies of all of the Books and
       Records;

    m. Warranties. All Claims, warranties, reimbursements,
       indemnities, and causes of action with respect to (i) the
       Purchased Assets, (ii) the Business and (iii) the Assumed
       Liabilities;

    n. Other Assets. All other tangible or intangible assets,
       rights, privileges, benefits, Claims, and interests of a
       Seller, whether real, personal or mixed, of every kind and
       description and wherever located, that relate to, used in
       or held for use in the operation of the Business.

Excluded assets in the sale include (a) any and all Claims or
rights of the Debtors arising under chapter 5 of the Bankruptcy
Code; and (b) any and all claims or rights of the Debtors against
former parent Pride International Inc.

An expedited sale of the Debtors' assets is a mandatory condition
of the APA.  Hercules can terminate the APA if

     (i) a final order approving the sale is not entered by the
         Bankruptcy Court by 120 days after the Petition Date; and

    (ii) the DIP Financing is not approved within 21 days of the
         Petition Date.

                       About Hercules

Headquartered in Houston, Hercules Offshore, Inc. operates a fleet
of 30 jackup rigs, 17 barge rigs, 65 liftboats, three submersible
rigs, one platform rig and a fleet of marine support vessels. The
Company offers a range of services to oil and gas producers to
meet their needs during drilling, well service, platform
inspection, maintenance, and decommissioning operations in several
key shallow water provinces around the world. Additional
information may be found at http://www.herculesoffshore.com/

                        About Seahawk

Seahawk Drilling, Inc. is an offshore drilling company
headquartered in Houston, Texas. Seahawk owns a fleet of 20 jackup
rigs that provide shallow water services in the Gulf of Mexico.
Seahawk's shares are traded on the NASDAQ Stock Market under the
symbol "HAWK."  Additional information may be found at
http://www.seahawkdrilling.com/


SEAHAWK DRILLING: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Seahawk Drilling, Inc.
        5 Greenway Plaza
        Suite 2700
        Houston, TX 77046

Bankruptcy Case No.: 11-20089

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                    Case No.
     ------                                    --------
     Seahawk Drilling LLC                      11-20088
     Seahawk Drilling, Inc.                    11-20089
     Seahawk Mexico Holdings LLC               11-20090
     Seahawk Drilling Management LLC           11-20091
     Seahawk Offshore Management LLC           11-20092
     Energy Supply International LLC           11-20093
     Seahawk Global Holdings LLC               11-20094
     Seahawk Drilling USA LLC                  11-20095

Type of Business: Seahawk Drilling, Inc., engages in a jackup rig
                  business in the United States, Gulf of Mexico,
                  and offshore Mexico.  The Company offers rigs
                  and drilling crews on a day rate contractual
                  basis.

Chapter 11 Petition Date: February 11, 2011

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of Texas (Corpus Christi)

Bankruptcy Judge: Richard S. Schmidt

Debtors'
Bankruptcy
Counsel         : Berry D Spears, Esq.
                  FULLBRIGHT JAWORKSKI L.L.P.
                  600 Congress Ave.
                  Ste 2400
                  Austin, TX 78701
                  Tel: (512) 536-5246
                  Fax: (512) 536-4598
                  E-mail: bspears@fulbright.com

                  Johnathan Christiaan Bolton, Esq.
                  FULBRIGHT & JAWORSKI L.L.P.
                  Fulbright Tower
                  1301 McKinney Street
                  Suite 5100
                  Houston, TX 77010-3095
                  Tel: (713) 651-5113
                  Fax: (713) 651-5246
                  E-mail: jbolton@fulbright.com

Debtors'
Co-counsel:       JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.

Debtors'
Restructuring
Advisors:         ALVAREZ AND MARSAL NORTH AMERICA, LLC

Debtors'
Transaction
Advisors:         SIMMONS AND COMPANY INTERNATIONAL


Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $504,897,000

Total Debts: $124,474,000

The petition was signed by Randall D. Stilley, president and chief
executive officer.

Debtor's List of 30 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim       Claim Amount
-------------                   ---------------       ------------
Pride International, Inc.       Trade Payable-        $15,621,390
5847 San Felipe Street          Subject to setoff
Ste 3300
Houston, TX 77057

McGriff Seibels and Williams    Trade Payable          $3,520,032
of TX
818 Town and Country Lane
Ste 500
Houston, TX 77024

Offshore Towing, Inc.           Trade Payable          $1,909,721
11812 Hwy 308
Larose, LA 70373

Beacon Maritime, Inc.           Trade Payable            $342,840
96 Front Ave.
Orange, TX 77630

L&L Oil and Gas Services, LLC   Trade Payable            $296,294
3421 North Causeway Blvd.
Suite 502
Metairie, LA 70002

C and G Boats, Inc.             Trade Payable            $196,733

MAD Ltd.                        Trade Payable            $139,712

Bennett & Associates LLC        Trade Payable            $106,142

KMPG LLP                        Trade Payable            $100,000

The Nacher Corporation          Trade Payable             $96,171

UHY Advisors TX, LLC            Trade Payable             $79,416

Galloway, Johnson, Tompkins,     Trade Payable            $72,772
Burr & Smith

Bletsch Steamship Company        Trade Payable            $72,260

G&J Land and Marine Food         Trade Payable            $70,212
Dist. Inc.

ACME Truck Line, Inc.            Trade Payable            $67,493

Rotorcraft Leasing Company LLC   Trade Payable            $64,886

Neptune Underwater Services LLC  Trade Payable            $64,279

Keane Inc.                       Trade Payable            $52,135

Specialties Company              Trade Payable            $51,983

Polar Rig Specialties, Inc.      Trade Payable            $43,313

Transcontinental Gas Pipe        Trade Payable            $40,927
Co LLC

G. Roper, Inc.                   Trade Payable            $39,805
dba Creative Ideas, Inc.

Superior Supply & Steel          Trade Payable            $38,673

PPG Architectural Finishes       Trade Payable            $36,563
Protection

Sher Garner LLC                  Trade Payable            $36,425

Power Products Service           Trade Payable            $36,223
Company, Inc.

Konica Minolta Business          Trade Payable            $33,237
Solutions, Inc.

Martin Holdings LLC              Trade Payable            $32,774

Sirius Solutions LLLP            Trade Payable            $31,737

Dooley Tackaberry, Inc.          Trade Payable            $28,438


S.H. LEGGITT: Confirmation Objections Due by March 11, 2011
-----------------------------------------------------------
S.H. Leggitt Company has proposed a chapter 11 plan of
reorganization and the U.S. Bankruptcy Court has approved the
company's disclosure statement explaining that plan.  The plan
proposes to insulate the reorganized company from all future
product liability claims arising out of the use of products
manufactured by the debtor and used in the manufacture of consumer
LP-Gasgrills, cookers and other outdoor LP-Gas cooking appliances.
The Debtor supplied LP-Gas regulators to the majority of the
companies who made such appliances in North America between 1990
and 2005.  The Debtor has also supplied gas regulators to the
majority of companies that manufacture recreational vehicles in
North America.

To obtain copies of the Debtor's plan and disclosure statement,
contact Birdie White at white@mvwmlaw.com by e-mail.

Objections, if any, to the Plan must be filed and served by
March 11, 2011.  Objections must also be served on Homan, Taube &
Summers, which serves as counsel to the Creditors' Committee.

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279)
on Feb. 2, 2010.  The Company estimated its assets at less
than $10 million and its debts at $10 million to $50 million.
Joseph D. Martinec, Esq., and Rebecca S. McElroy, Esq., Ed
Winn, Esq., and Lee Vickers, Esq., at Martinec, Winn, Vickers
& McElroy, P.C., represent the company.


SHALAN ENTERPRISES: Hearing on Perry Klein's Plan Moved to March 9
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued the confirmation hearing on Perry and Rita Klein's
plan of reorganization for Shalan Enterprises, LLC, to March 9,
2011, at 9:30 a.m.

As reported in the Troubled Company Reporter on January 11, 2011,
creditors Perry and Rita Klein filed a plan of reorganization and
disclosure statement for Shalan Enterprises, LLC, with the
Bankruptcy Court.

The Plan calls for the appointment of a Plan Administrator.  The
Plan proposes a three-year liquidation process of the nonexempt
property and requires Alan Rapoport, the manager of the Debtor, to
devote all his disposable income to the plan for five years.  The
Allowed Secured Claims will be paid as their collateral is
liquidated with excess proceeds being used to pay other Classes.
If not sooner, the Allowed Unsecured Claims will start receiving
disbursements three years from Confirmation Date.

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.

The Debtor's case is substantively consolidated with Alan
Rapoport, the manager of the Debtor.  Mr. Rapoport filed for
Chapter 11 on November 30, 2009 (Bankr. C.D. Calif. Case No.
09-43499).


SHELBRAN INVESTMENTS: U.S. Trustee Unable to Form Creditor's Panel
------------------------------------------------------------------
The U.S. Trustee for Region 21 told the U.S. Bankruptcy Court for
the Middle District of Florida that it will not appoint an
Official Committee of Unsecured Creditors of Shelbran Investments
LP because of an insufficient number of creditors willing or able
to serve on an the committee.

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on December 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SILVERVIEW, LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Silverview, LLC
        1371 Hancock Road, Suite 1
        Bullhead City, AZ 86442

Bankruptcy Case No.: 11-03325

Chapter 11 Petition Date: February 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtor's Counsel: Patrick A. Clisham, Esq.
                  ENGELMAN BERGER PC
                  3636 N. Central Avenue, #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  E-mail: pac@engelmanberger.com

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

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

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

The petition was signed by Robert C. Lewis, manager.


SONOMA VINEYARD: Geneva Leasing Has Lift Stay to Foreclose
----------------------------------------------------------
No opposition having been made and for good reason, the U.S.
Bankruptcy Court for the Northern District of California entered,
on January 14, 2011, its order granting Geneva Leasing Associates,
Inc.'s motion for relief of stay.

The automatic stay pursuant to 11 U.S.C. Section 362 is terminated
to allow Geneva Leasing Associates, Inc., to resume the previously
scheduled foreclosure sale with respect to the real property
located at 4800 & 5750 Stage Gulch Road, in Sonoma, Calif., in
accordance with the terms of the Deed of Trust dated
December 21, 2006, and state law.

                  About Sonoma Vineyard Estates

Napa, California-based Sonoma Vineyard Estates LLC filed for
Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D.
Calif. Case No. 10-13447).  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
listed $10,000,038 in assets and $6,998,010 in liabilities.


STANT PARENT: Chapter 11 Plan Declared Effective December 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on December 9, 2010, the First Amended Joint Chapter 11 Plan of
Reorganization proposed by SPC Seller, Inc., et al., and the
Official Committee of Unsecured Creditors.

SPC Seller, Inc. (f/k/a Stant Parent Corp.) and its related debtor
entities give notice that the Effective Date of the Plan occurred
on December 31, 2010.

As reported in the Troubled Company Reporter on November 22, 2010,
the Bankruptcy Court will convene a hearing on December 1, 2010,
at 10:00 a.m. (prevailing Eastern Time), to consider the
confirmation of Stant Parent Corp., nka SPC Seller, Inc., et al.'s
Plan of Reorganization.

As reported in the Troubled Company Reporter on June 14, according
to the Disclosure Statement proposed by the Debtors and the
Official Committee of Unsecured Creditors, the Plan provides for
the purchaser to assume the DIP facility claims and senior secured
lenders claims, which are deemed paid in full pursuant to the
terms of the APA and sale order.

By consent, the holders of junior prepetition note claims will
receive the Northstar consideration (a) $100,000; and (b) warrants
for $1.75% of the fully diluted common equity of the purchaser.

Holders General unsecured claims have an estimated percentage
recovery of 2.51% to 3.01%.

The Plan cancels all interests in the Debtors.  Holders of
interests will receive no distribution under the Plan.

                        About Stant Parent

Stant Parent Corp., et al., filed for Chapter 11 bankruptcy
protection on July 27, 2009 (Bankr. D. Del. Lead Case No.
09-12647). Alan J. Brody, Esq., at Greenberg Traurig, LLP, in
Florham Park, N.J., represents the Debtors as counsel.  In its
petition, Stant Parent Corp. estimated assets of between
$50 million and $100 million and debts of between $50 million and
$100 million.

Prior to the sale of their assets to Vapor Acquisition Corp.,
which closed on October 27, 2009, the Debtors comprised the U.S.
operating and holding entities of the Stant conglomerate, which is
a leading integrated manufacturer of highly engineered fluid
systems for the global automotive and industrial original
equipment manufacturing ("OEM") markets and the automotive market.


SUMMIT BUSINESS: Section 341(a) Meeting Set for March 9
-------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of Summit Business Media Holding Company on
March 9, 2011, at 10:00 a.m., J. Caleb Boggs Federal Building,
Fifth Floor, Room 2112, in Wilmington, Delaware.

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

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

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT BUSINESS: Taps Garden City as Claims Agent
-------------------------------------------------
Summit Business Media Holding Company and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ The Garden City Group Inc as claims,
noticing, and balloting agent.

The firm will:

    i) prepare and serve some or all notices required in these
       cases;

   ii) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

  iii) maintain the official claims register;

   iv) maintain an up-to-date mailing list for all entities who
       have filed proofs of claim and requests for notices in
       these cases;

    v) assist the Debtors with the reconciliation and resolution
       of claims; and

   vi) mail and tabulate ballots for purposes of plan voting in
       these cases.

The Debtor paid the firm a $40,000 retainer.

The firm will be paid based on the hourly rates of its
professionals:

   Designations                           Hourly Rates
   ------------                           ------------
   Administrative & Data Entry               $45-$55
   Mailroom and Claims Control                 $55
   Customer Service Representatives            $57
   Proejct Administrators                    $70-$85
   Quality Assurance Staff                   $80-$125
   Project Supervisors                      $195-$l10
   Systems & Technology Siaff               $100-$200
   Graphic Support for Web Site               $125
   Project Managers                         $125-$175
   Directors, Sr. Consultants and Asst VP   $200-$295
   Vice President and above                   $295

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

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT BUSINESS: U.S. Trustee Unable to Form Creditor's Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, told the U.S.
Bankruptcy Court for the District of Delaware that she is unable
to form an Official Committee of Unsecured Creditors for Summit
Business Media Holding Company because there is insufficient
response to the United States Trustee communication for service
on the committee.

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUNSHINE STATE COMMUNITY: Closed; Premier American Takes Deposits
-----------------------------------------------------------------
Sunshine State Community Bank of Port Orange, Fla., was closed on
Friday, February 11, 2011, by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Premier
American Bank, National Association, of Miami, Fla., to assume all
of the deposits of Sunshine State Community Bank.

The five branches of Sunshine State Community Bank will reopen
during their normal business hours as branches of Premier American
Bank.  Depositors of Sunshine State Community Bank will
automatically become depositors of Premier American Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Sunshine State Community Bank should
continue to use their existing branch until they receive notice
from Premier American Bank that it has completed systems changes
to allow other Premier American Bank branches to process their
accounts as well.

As of December 31, 2010, Sunshine State Community Bank had around
$125.5 million in total assets and $116.7 million in total
deposits.  Premier American Bank will pay the FDIC a premium of
0.50 percent to assume all of the deposits of Sunshine State
Community Bank.  In addition to assuming all of the deposits of
the failed bank, Premier American Bank agreed to purchase
essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-308-4470.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/sunshinestate.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $30.0 million.  Compared to other alternatives, Premier
American Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Sunshine State Community Bank is the fifteenth
FDIC-insured institution to fail in the nation this year, and the
second in Florida.  The last FDIC-insured institution closed in
the state was First Commercial Bank of Florida, Orlando, on
January 7, 2011.


SUNWEST MANAGEMENT: Settles With Merrill Over $2.2 Million Claim
----------------------------------------------------------------
Bankruptcy Law360 reports that the receiver for Sunwest Management
Inc. has granted Merrill Lynch Capital Services Inc. a $600,000
claim against the Company, settling a dispute over Merrill's claim
for $2.2 million in transaction payments.

According to Law360, Judge Michael Hogan of the U.S. District
Court for the District of Oregon on Monday approved the receiver's
settlement with Merrill that allows a $600,000 claim relating to
swap transactions.

                      About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- was one of the largest
private senior living providers in the U.S.  In March 2009, U.S.
District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a national firm that specializes in fiduciary and insolvency
services -- as receiver for the Company after the Securities and
Exchange Commission filed suit against Sunwest and former CEO Jon
Harder, alleging securities fraud.

Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008.  On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.

Sunwest was later renamed Stayton SW Assisted Living.  As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton.  The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors.  The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.

Under the Plan, existing Sunwest investors were permitted to
receive either cash or securities in the new company, with a
choice between Class A preferred interests paying 6%, or up to 49%
in common interests in the joint venture.  The reorganization plan
also provides for the creation of a Trustco entity to hold certain
non-senior living assets, such as apartments, office buildings and
bare land, and liquidate the assets over time for the benefit of
the estate's investors and creditors.  The Receiver oversees
Trustco.

In August 2010, Stayton completed the sale of 132 senior living
facilities to the joint venture.  The transaction was valued at
$1.2 billion.

In December 2010, the federal equity receiver in charge of former
Oregon-based senior living provider Sunwest Management announced a
40% initial distribution to investors and other claimants in the
Sunwest securities violation case and related Chapter 11
bankruptcy proceeding.  Resources for the initial distribution
total $228 million and derive from a $1.2 billion real estate
transaction closed earlier this year, in which a joint venture led
by Blackstone Real Estate Advisors VI LP and Emeritus Senior
Living acquired 144 Sunwest properties in exchange for cash,
securities and assumption of debt.


SYNTERRA 3020: Section 341(A) Meeting Set for February 24
---------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Synterra 3020 Market LP on Feb. 24, 2011, at 2:00 p.m., at
Office of the U.S. Trustee, Meeting Room, Suite 501, 833 Chestnut
Street in Philadelphia, Pennsylvania.

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

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

Synterra 3020 filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. E.D. Pa. Case No. 11-10205).  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., serve as the bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


TALON THERAPEUTICS: James E. Flynn Discloses 38.49% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission on February 4, 2011, James E. Flynn disclosed
that he beneficially owns 10,547,415 shares of common stock of
Talon Therapeutics, Inc. representing 38.49% of the shares
outstanding.  Other affiliates of Mr. Flynn also disclosed
beneficial ownership of common stock of the Company:

                                             Shares       Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
Deerfield Capital, L.P.                    9,019,211     33.73%
Deerfield Special Situations Fund, L.P.      843,925      3.91%
Deerfield Private Design Fund, L.P.        3,131,145     13.49%
Deerfield Private Design International     5,044,141     20.67%
Deerfield Management Company, L.P.         1,528,204      6.98%
Deerfield Special Situations Fund Int'l    1,528,204      6.98%

Pursuant to a letter agreement, dated as of February 2, 2011, by
and among Talon Therapeutics, Inc., Warburg Pincus Private Equity
X, L.P., Warburg Pincus X Partners, L.P., Deerfield Special
Situation Fund, Deerfield Special Situations Fund International,
Deerfield Private Design Fund and Deerfield Private Design
International, the parties confirmed their understanding that,
with respect to the period beginning on June 7, 2010 and ending on
September 9, 2010 only, there will not be any accretion on the
shares of Series A-1 Preferred Stock issued to the shareholders
party thereto on June 7, 2010 pursuant to the Series A-1
Certificate.

As of November 12, 2010, there were issued and outstanding
21,234,307 shares of the Company's common stock, $.001 par value.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective December 1, 2010, Hana Biosciences Inc. changed its name
to Talon Therapeutics Inc.  The name change was effected by
merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

Hana Biosciences' balance sheet as of June 30, 2010, showed
$39.3 million in total assets, $36.6 million in total liabilities,
$29.9 million in redeemable convertible preferred stock, and a
stockholders' deficit of $27.2 million.

As reported in the Troubled Company Reporter on March 29, 2010,
BDO Seidman, LLP, in San Francisco, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency.


THINKFILM LLC: Three Other Companies Declared Bankrupt
------------------------------------------------------
Brent Lang at The Wrap News reports that a bankruptcy judge Barry
Russell placed the three remaining companies -- R2D2, CT-1
Holdings and Capco -- run by the controversial film financier
David Bergstein into bankruptcy, citing a "willful failure to
comply."

According to the report, there will be no further trial, and the
companies' assets will be liquidated to pay off the over 30
creditors currently suing Mr. Bergstein for millions of dollars in
unpaid bills.

"This is a total vindication for my company and all its investors
and the number of small creditors who had the guts to stand up to
bullies.  It goes to show the system works, and you can't get away
with treating people like this.  Justice has been served," Mr.
Lang quotes Aramid Entertainment Funds' David Molner, one of the
major creditors involved in the case, as stating.

                      About Thinkfilm, et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 against the
companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D.
Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif.
Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D.
Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No.
10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-
19912).  Judge Barry Russell presides over the cases.  The
Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Federal bankruptcy judge Barry Russell formally declared David
Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt
on October 5, 2010.

Mr. Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TODD M ENRIGHT: Spouse's Lawyer in Divorce Case Can File Claim
--------------------------------------------------------------
Bankruptcy Judge Colleen A. Brown rules that (i) the law firm
Nelson Mullins Riley and Scarborough, LLP, has standing and may
assert a claim against the bankruptcy estate of Todd M. Enright,
if it is the ultimate payee of attorneys' fees awarded in a
divorce action; and (ii) the Debtor has standing to object to the
Nelson Mullins claim to the extent that the claim asserts non-
dischargeable status, as the Debtor clearly has a pecuniary
interest in whether this claim is allowed.

The Debtor argues that Nelson Mullins -- the attorney of his
estranged spouse in a pending Georgia divorce proceeding -- lacks
standing to file the proof of claim as it has no claim against the
Debtor and that there is no privity of contract between the Debtor
and Nelson Mullins.  Nelson Mullins counters that, since this is a
chapter 7 case, the Debtor lacks standing to object to its proof
of claim as he has no pecuniary interest at stake.

The Chapter 7 Trustee takes the position that the Debtor does have
a pecuniary interest in the outcome of the claim objection to the
extent the Court determines it to be a non-dischargeable claim.
The Chapter 7 Trustee does not object to the Debtor proceeding on
his objection to claim so long as the Chapter 7 Trustee's right to
object to the Nelson Mullins claim are preserved with respect to
any dischargeable portion of the claim, and the adjudication of
the Debtor's objection to the Nelson Mullins claim has no estoppel
impact on the Chapter 7 Trustee.

Judge Brown said the Debtor has failed to sustain his burden of
proof in establishing that Nelson Mullins lacks standing to be
treated as a creditor with an allowed claim in the case, and has
likewise failed to establish that the claim should be disallowed
based upon lack of contract privity.

Judge Brown said the ruling is without prejudice to the Debtor's
and the Chapter 7 Trustee's rights to object to this claim on
other grounds.  The merits of Nelson Mullins' claim and any
further objections to the claim, whether raised by the Debtor or
the Chapter 7 Trustee, will be interposed and addressed in an
adversary proceeding Nelson Mullins commenced against the Debtor
and the Chapter 7 Trustee.

Todd M. Enright Debtor filed Chapter 11 bankruptcy (Bankr. D. Vt.
Case No. 10-10873) on June 24, 2010.  The case was converted to
one under Chapter 7 on December 9, 2010.

A copy of the Court's February 9, 2011 order is available at
http://is.gd/LJami6from Leagle.com.


TREVOR DAVIS: Zimco Holdings Condo Sales to Move Forward
--------------------------------------------------------
David Jones at The Real Deal reports that Zimco Holdings, a
creditor of developer Trevor Davis, urged a federal bankruptcy
judge to allow court-supervised sales at 1055 Park Avenue, the
luxury condominium building in New York where it holds a
$6 million loan.

According to the report, the creditor said it want to allow sales
to move forward, claiming that a pricing dispute with the
building's senior lender at 1055 Park is holding up potential
deals.  "We'd like the apartment sales to move forward.  There's
an issue over current release prices.  Under the mortgage
documents the release prices are probably higher than what the
market would bear," The Real Deal quotes Kevin Nash, lawyer for
Zimco, as stating.

According to the report, Zimco argued that it agreed that
Prudential Douglas Elliman, who Davis hired as the third listing
broker at the property, would be able to sell units at $1,600 per
square foot.  This would generate a sell out price of $24.1
million, which Zimco says would be enough to pay off the
building's senior debt and other creditors as well.

Mr. Jone relates that the senior lenders refused to allow sales
to proceed at the lower sales prices, known as a "strike price" or
the minimum price set by the lender to protect the commercial loan
from going underwater.

Based in New York, Trevor P. Davis filed for Chapter 11 bankruptcy
protection on Dec. 21, 2011 (Bankr. S.D.N.Y. Case No. 10-16722).
Judge Shelley C. Chapman presides the case.  Scott S. Markowitz,
Esq., at Tarter Krinsky & Drogin LLP, represents the Debtor.  The
Debtor estimated assets of between $50 million and $100 million,
and debts of $10 million and $50 million.


TRIBUNE CO: Only Noteholders Didn't Vote for Mgt. Plan
------------------------------------------------------
Tribune Company disclosed that the results of the voting on the
two proposed Plans of Reorganization pending before the U.S.
Bankruptcy Court for the District of Delaware overseeing its
Chapter 11 proceedings have been filed with the court by the
court-appointed voting agent.

The company's plan, also supported by its co-proponents, the
Official Committee of Unsecured Creditors, JPMorgan Chase Bank,
N.A., Angelo Gordon & Co., L.P., and Oaktree Capital Management,
L.P., was overwhelmingly approved by the holders of the Senior
Loan Claims and the Bridge Loan Claims, as well as most classes of
trade and other general unsecured claimants.   As expected, the
company's plan was not approved by the holders of the Senior
Noteholder Claims and the PHONES Notes Claims.

The plan being sponsored by Aurelius Capital Management, a large
holder of Senior Noteholder Claims, and the indenture trustees for
the Senior Notes and the PHONES Notes, was rejected by virtually
all classes of voting creditors other than the Senior Noteholder
Claims and PHONES Notes Claims classes.

"These results are as we expected and we are pleased that they
confirm broad support for the restructuring plan supported by the
Company and its co-proponents," said Don Liebentritt, Tribune's
Chief Restructuring Officer. "We continue to prepare for the
confirmation hearing set to begin on March 7th and remain
confident that the court will confirm our plan over the
Aurelius/Noteholder plan."

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Amends Plan to Add King Street Settlement
-----------------------------------------------------
Tribune Company and its debtor subsidiaries, the Official
Committee of Unsecured Creditors, Oaktree Capital Management,
L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., -
- the "DCL Plan Proponents" -- submitted with the U.S. Bankruptcy
Court for the District of Delaware a second amended joint plan of
reorganization on February 4, 2011.

In light of the recent settlement between the Debtors and King
Street Acquisition Company, LLC, King Street Capital, LLP and
Marathon Asset Management, L.P. -- the Bridge Lender Group -- the
Second Amended Plan revised the treatment of the classes of claims
affecting the Bridge Loan Lenders' Claims.

The Second Amended Plan provides that so long as (i) the Bridge
Lender Group has withdrawn their proposed plan of reorganization
and their related discovery requests issued on or prior to
February 8, 2011, and (ii) the Bridge Lender Group has supported
the Debtors' Plan, taken no actions inconsistent with confirmation
of the Plan in their capacities as Holders of Bridge Loan Claims
from and after January 28, 2011, and voted all Bridge Loan Claims
held by them to accept the Debtors' Plan:

  -- Class 1D - Bridge Loan Claims against Tribune Co. will be
     deemed allowed in an aggregate amount equal to all amounts
     payable under the Bridge Loan Agreement and the Pledge
     Agreement; and

  -- Classes 50D through 111D - Bridge Loan Guaranty Claims will
     be deemed allowed in an aggregate amount equal to all
     amounts payable under the Bridge Loan Guaranty Agreement.

Each of JP Morgan, Citicorp North America, Inc., and Bank of
America, N.A. -- the "Arranger Bridge Lenders" -- will have the
option to either:

  (i) receive their Pro Rata share of the distributions set
      forth in Section 3.2.4(c) of the Plan on account of
      Bridge Loan Claims held for their own account and not
      receive a release of any claims or causes of action from
      any Non-Arranger Bridge Lender, which claims will be
      unaffected by the Plan or the Confirmation Order,
      regardless of whether any Non Arranger Bridge Lender
      agreed or are deemed to provide the releases set forth in
      Section 11.2.2 of the Plan; or

(ii) forgo their Pro Rata share of the distributions set forth
      in Section 3.2.4(c) of the Plan on account of Bridge Loan
      Claims held for their own account, in which case the
      distributions allocable to that Arranger Bridge Lender
      will instead be distributed Pro Rata to the Non-Arranger
      Bridge Lenders, and by accepting the additional
      distributions each Non-Arranger Bridge Lender and the
      Bridge Loan Agent will be deemed to have unconditionally
      and irrevocably released each and all of the Arranger
      Bridge Lenders that elected the treatment set forth in
      Section 3.2.4(d)(ii) of and from any and all Holder
      Released Claims and any other claims or causes of action
      related to or arising out of the Bridge Loan Agreement,
      regardless of whether each or any Non-Arranger Bridge
      Lender agreed to provide the releases set forth in
      Section 11.2.2.

Under the Second Amended Plan, reorganized Tribune will reimburse
the Bridge Lender Fee/Expense Claims up to an aggregate amount not
exceeding $7,000,000; provided that if three or more of the
Arranger Bridge Lenders do not elect the treatment set forth in
Section 3.2.4(d)(ii) of the Plan, then reorganized Tribune will
provide reimbursement for the Bridge Lender Fee/Expense Claims up
to an aggregate amount not exceeding $8,000,000.  The Bridge Plan
Proponents will provide the Debtors with good faith estimates of
their collective Bridge Lender Fee/Expense Claims at least seven
days prior to the anticipated effective date.  The estimates will
be used solely for administrative purposes, will not be binding on
the Bridge Plan Proponents, and will not in any way limit, cap or
reduce the amount of the Bridge Lender Fee/Expense Claims.

The Bridge Loan Settlement provides, among other things, that on
the Effective Date of the Plan, the Bridge Lenders will receive
their pro rata share of $64.5 million in cash.  On the Effective
Date, the Bridge Lenders will also receive their pro rata share of
the LBO Lenders' share of the Litigation Trust Interest and
Creditors' Trust Interests.

             Treatment of Senior Noteholder Claims

Class 1E - Senior Noteholder Claims will be deemed allowed in the
aggregate amount of $1,283,055,743 (a) plus the amount, if any, of
any other Claims arising under or evidenced by the Senior Notes
Indentures and related documents, solely to the extent any Claims
are Allowed and (b) less any Senior Noteholder Claims held by
Morgan Stanley Capital Services, Inc.

           Directors & Officers of Reorganized Tribune

If any of the directors designated by either Oaktree, Angelo
Gordon or JPMorgan resigns or be removed prior to the end of the
director's initial term, the party that designated that director
will have the sole right to designate a replacement director to
serve the remaining term of the vacated seat.

In the event a Creditor Proponent and the Debtors reasonably
determine, based upon comments received from the Federal
Communications Commission that the required approval of the FCC
will not be obtained due to the designation rights afford to the
Creditor Proponent, the Creditor Proponent will take action as is
necessary or appropriate to enable the Debtors and the Creditor
Proponents to obtain the FCC approval.  That action may include:

  -- altering or divesting an investment or other interest held
     by the Creditor Proponent in any entity;

  -- relinquishing its Designation Rights; or

  -- making any commitment or explanatory filing to the FCC to
     permit the FCC approval to be obtained.

If the Creditor Proponent fails to take action, it will
immediately relinquish its Designation Rights and any prior
designation by the Creditor Proponent will be deemed withdrawn,
and any designee by the Credit Proponent will be deemed resigned
from the Board of Directors.

       Reporting Requirement under Securities Exchange Act

Unless otherwise required by applicable law, the board of
directors of reorganized Tribune will determine when after the
effective date reorganized Tribune will (a) become a reporting
company under Section 12 of the Securities Exchange Act of 1934
and (b) list the New Class A Common Stock for trading on the New
York Stock Exchange or the NASDAQ Stock Market.

In the event reorganized Tribune fails to list the New Class A
Common Stock within 12 months after the effective date, then any
one of the Proponents holding at least 5% of the outstanding New
Class A Common Stock on a fully-diluted basis at the time may
exercise its right to demand registration in accordance with the
terms of the registration rights agreement and have the New Class
A Common Stock listed on a stock exchange.

A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/tribunefeb4plan.pdf

A redlined version of the Second Amended Plan is available for
free at http://bankrupt.com/misc/tribunefeb4planredline.pdf

The DCL Plan Proponents submitted with the Court on January 31,
2011, these exhibits to the Plan:

  (a) Intercompany Claims Settlement Agreement
  (b) New Warrant Agreement
  (c) Individuals excluded from Released Step Two Stockholder
      Parties
  (d) Restructuring Transactions
  (e) Certificate of Incorporation of Reorganized Tribune
  (f) By-laws of Reorganized Tribune
  (g) Terms of New Senior Secured Term Loan
  (h) Terms of Exit Facility
  (i) Terms of Trusts' Loan Agreement
  (j) Rejected Executory Contracts and Unexpired Leases
  (k) Litigation Trust Agreement
  (l) Creditors' Trust Agreement

Full-text copies of the Plan Exhibits are available for free
at http://bankrupt.com/misc/Tribune_PlanSupp0131.pdf

                Preliminary Voting Results Show
               Overwhelming Support for DCL Plan

In a letter sent to Judge Carey on February 4, James F.
Bendernagel, Jr., at Sidley Austin LLP, in Washington, D.C., as
counsel to the Debtors, said votes for the DCL Plan as well as the
Noteholder Plan proposed by a group of noteholders led by Aurelius
Capital Management, LP, have now been cast.  On a preliminary
basis, the DCL Plan has received overwhelming support from most
major creditor constituencies, Mr. Bendernagel said.

By contrast, the Noteholder Plan, on a preliminary basis, did not
receive widespread support, as it was rejected overwhelmingly by
most creditor constituencies, including all lender classes and
virtually every class of general unsecured claims at all Debtors,
Mr. Bendernagel added.

                       The Competing Plans

The Honorable Kevin J. Carey has scheduled a hearing for
10:00 a.m. on March 7, 2011, to consider confirmation of one of
the three plans of reorganization proposed for Tribune Company and
certain of its subsidiaries in its Chapter 11 proceeding.  Judge
Carey approved a General Disclosure Statement and three Specific
Disclosure Statements describing the competing plans on Dec. 9,
2010.  The competing plans before the Court are proposed by:

(1) Tribune Company and its debtor affiliates, the Official
    Committee of Unsecured Creditors, Oaktree Capital
    Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan
    Chase Bank, N.A.;

(2) Aurelius Capital Management, LP, Deutsche Bank Trust
    Company Americas, Law Debenture Trust Company of New York,
    and Wilmington Trust Company; and

(3) King Street Acquisition Company, LLC, King Street Capital,
    LLP and Marathon Asset Management, L.P.

King Street, et al., known as the Bridge Lender Group, have
withdrawn their proposed Chapter 11 plan.  They have agreed to
support the Chapter 11 plan proposed by the Debtors.

Jan. 28, 2011, is the deadline for creditors to cast their ballots
to accept or reject the Plans.  Confirmation objections must be
filed and served by Feb. 15, 2011.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Aurelius, et al., File Supplements to Proposed Plan
---------------------------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity as
Successor Indenture Trustee for certain series of Senior Notes;
Law Debenture Trust Company of New York, in its capacity as
Successor Indenture Trustee for certain series of Senior Notes;
and Wilmington Trust Company, in its capacity as Successor
Indenture Trustee for the PHONES Notes filed supplements to the
Plan of Reorganization they filed for the Debtors.

The Plan supplements are:

  * Claims Purchase Agreement, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_A.pdf

  * Non-exclusive list of the LBO-Related Causes of Action and
    Defendants, available for free at:

                http://bankrupt.com/misc/7802_B.pdf

  * Terms of New Warrant Agreement, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_C.pdf

  * Restructuring Transactions, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_D.pdf

  * Certificate of Incorporation of Reorganized Tribune, a
    full-text copy of which is available for free at:

                http://bankrupt.com/misc/7802_E.pdf

  * By-Laws of Reorganized Tribune, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_F.pdf

  * Terms of New Senior Secured Term Loan, a full-text copy of
    which is available for free at:

                http://bankrupt.com/misc/7802_G.pdf

  * Terms of Exit Facility, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_H.pdf

  * Litigation Trust Agreement, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_I.pdf

  * Creditors' Trust Agreement, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_J.pdf

  * Distribution Trust Agreement, a full-text copy of which is
    available for free at http://bankrupt.com/misc/7802_K.pdf

                       The Competing Plans

The Honorable Kevin J. Carey has scheduled a hearing for
10:00 a.m. on March 7, 2011, to consider confirmation of one of
the three plans of reorganization proposed for Tribune Company and
certain of its subsidiaries in its Chapter 11 proceeding.  Judge
Carey approved a General Disclosure Statement and three Specific
Disclosure Statements describing the competing plans on Dec. 9,
2010.  The competing plans before the Court are proposed by:

(1) Tribune Company and its debtor affiliates, the Official
    Committee of Unsecured Creditors, Oaktree Capital
    Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan
    Chase Bank, N.A.;

(2) Aurelius Capital Management, LP, Deutsche Bank Trust
    Company Americas, Law Debenture Trust Company of New York,
    and Wilmington Trust Company; and

(3) King Street Acquisition Company, LLC, King Street Capital,
    LLP and Marathon Asset Management, L.P.

King Street, et al., known as the Bridge Lender Group, have
withdrawn their proposed Chapter 11 plan.  They have agreed to
support the Chapter 11 plan proposed by the Debtors.

Jan. 28, 2011, is the deadline for creditors to cast their ballots
to accept or reject the Plans.  Confirmation objections must be
filed and served by Feb. 15, 2011.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Bridge Lender Group Withdraws Proposed Plan
-------------------------------------------------------
In accordance with the settlement dated January 28, 2011, King
Street Acquisition Company LLC, King Street Capital, L.P. and
Marathon Asset Management, L.P., withdrew:

  (a) the Amended Plan of Reorganization they proposed for
      Tribune Company and its subsidiaries December 7, 2010;

  (b) the Amended Specific Disclosure Statement for the Joint
      Plan of Reorganization for Tribune Company and its
      subsidiaries proposed by the Bridge Proponents dated
      December 7, 2010; and

  (c) the Bridge Proponents' Responsive Statement dated
      November 9, 2010.

In accordance with the Bridge Settlement Term Sheet, the Bridge
Plan Proponents will not seek confirmation of the Bridge Plan.

The Bridge Loan Plan Proponents also withdrew their requests for
production of documents directed to the Debtors, Oaktree Capital
Management, L.P., Angelo, Gordon & Co., L.P., the Official
Committee of Unsecured Creditors, and JPMorgan Chase Bank, N.A.

As reported in the Feb. 1, 2011 edition of the Troubled Company
Reporter, Tribune has reached an agreement with the Bridge Lender
Group -- composed of King Street Acquisition Company, LLC, King
Street Capital, LLP and Marathon Asset Management, L.P. --
regarding the terms of a Chapter 11.  The Bridge Lender Group
agreed to withdraw the plan it has proposed in the Chapter 11 case
and instead support the Chapter 11 plan proposed by the Debtors,
subject to amendments.

The Bridge Loan Settlement provides, among other things, that on
the Effective Date of Tribune's Plan, the Bridge Lenders will
receive their pro rata share of $64.5 million in cash.  On the
Effective Date, the Bridge Lenders will also receive their pro
rata share of the LBO Lenders' share of the Litigation Trust
Interest and Creditors' Trust Interests.

The Bridge Loan Settlement further provides that the Plan will be
amended to reflect that the Bridge Arrangers (JPMorgan, Citibank,
Merrill Lynch and Bank of America) and their affiliates will have
the option to either:

(a) receive their pro rata shares of the $64.5 million to be
     distributed to the Bridge Lenders and receive no
     additional releases from the other Bridge Lenders; or

(b) exchange mutual releases with the other Bridge Lenders and
     the current Bridge Loan Agent, in form and substance
     reasonably satisfactory to the Arrangers, providing for
     the unconditional release of any and all claims related to
     Tribune, the leveraged buyout transactions, the financings
     related thereto and the Chapter 11 proceedings in lieu of
     receiving:

        (i) their pro rata share of the $64.5 million cash
            distribution on account of their Bridge Loan Claims
            held for their own accounts; and

       (ii) their pro rata share of the Litigation Trust
            Interests and Creditors' Trust Interests as
            provided under the Plan on account of their Bridge
            Loan Claims held for their own accounts.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: DIP Lenders Cry Default, Defend Sale Plea
-------------------------------------------------------
BankruptcyData.com reports that D.I.P. lenders Obsidian Agency
Services, Tannenbaum, and Special Value Continuation Partners
filed with the U.S. Bankruptcy Court a reply in support of their
emergency motion seeking approval of an order that a) terminates
or modifies the Debtor's use of cash collateral b) schedules a
global auction for the remaining unsold assets and c) lifts agreed
injunctions against exercising remedies against non-debtors.

According to the lenders, "The Debtors have been in violation of
the original terms of the DIP Loan and the DIP Order since at
least September 25, 2010, and are currectly in violation of the
order entered by the Court on November 29, 2010 regarding use of
cash collateral.  This follows a pattern of repeated breaches by
the Debtors and failures to adhere to representations they made to
the Court and the Secured Lenders regarding adequate protection
that would be provided to the Secured Lenders."

As reported in the Troubled Company Reporter on Feb. 9, 2011,
BankruptcyData.com said Trico Marine Services' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to D.I.P. lender Tannenbaum's emergency motion seeking
approval of an order that a) terminates or modifies the Debtor's
use of cash collateral b) schedules a global auction for the
remaining unsold assets and c) lifts agreed injunctions against
exercising remedies against non-debtors.

According to the Committee, "The motion seriously exaggerates the
extent of the Debtors' default, if any, and seeks an
unconscionably drastic remedy that will penalize the other
creditors of this estate."

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TSO INC: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------
TSO, Inc., filed with the U.S. Bankruptcy Court for Eastern
District of Virginia a list of its 20 largest unsecured
creditors:

        Entity                    Nature of Claim     Claim Amount
        ------                    ---------------    ------------
PMI                                                    $500,000.00
P.O. Box 34370
Richmond, VA 23234

Hanover County Treasurer          Real Estate Taxes     $20,000.00
P.O. Box 91730
Richmond, VA 23291

United Pacific                                          $20,000.00
1751 E. Del Amo Blvd
Carson, CA 90746

ECS Mid-Atlantic                                        $11,000.00

Hanover County                                          $10,899.75

Rappahannock Electric Coop.                             $10,464.68

DAS Distributors                                        $10,000.00

GOTO Premium Finance                                     $7,423.18

Virginia Dept. of Taxation        Sales and Use Tax      $7,000.00

Sysco Virginia                                           $4,703.94

Patrick J. Curran                                        $4,475.10

Carter Machinery                                         $4,151.65

SDI                                                      $3,676.23

Delta Products                                           $3,000.00

H.D. Supply Facilities                                   $2,302.23

Robert Elgart & Son                                      $2,160.78

Choice Hotels International                              $2,116.09

Hi-Way Distributing                                      $1,981.60

Store Chek Systems                                       $1,591.00

Virginia Dept. of Taxation        Withholding taxes      $1,400.00
                                  for employees

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).  Roy M.
Terry, Jr., Esq., at DurretteBradshaw PLC, in Richmond, Va.,
represents the Debtor as counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


TSO INC: Files Schedules of Assets and Liabilities
--------------------------------------------------
TSO Inc. delivered its schedules of assets and liabilities to the
U.S. Bankruptcy for the Eastern District of Virginia, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $15,000,000
  B. Personal Property              $817,536
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,752,117
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $31,455
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $590,282
                                ------------     ------------
        TOTAL                    $15,817,536       $8,373,854

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?730f

Seattle, Washington-based MTR Leasing, LLC, filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. W.D. Wash. Case
No. 10-23761).  George S Treperinas, Esq., at Karr Tuttle
Campbell, assures the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Affiliate Frederick D. Berg (Bankr. W.D. Wash. Case No. 10-18668)
filed separate Chapter 11 petition on July 27, 2010.


TWIN CITY: Wants to Extend Plan Filing Deadline to May 12
---------------------------------------------------------
Twin City Hospital asks U.S. Bankruptcy Court for the Northern
District of Ohio to extend its exclusive period to file a Chapter
11 plan of reorganization to May 12, 2011, and solicit acceptances
of that plan until July 11, 2011.

The Debtor tells the Court that its seeks to propose a consensual
plan, but needs additional time to formulate and negotiate the
details.  The requested extension is intended to facilitate an
orderly, efficient, and cost-effective reorganization process for
the benefit of all creditors.

The Debtor and its investment banker Navigant Capital Advisors LLC
have dedicated significant resources to formulating and
implementing a sale process for substantially all of the Debtor's
assets.  Specifically, the Debtor and Navigant have identified
potential third parties that may be interested in purchasing the
assets of the Debtor, have reached out to such third parties and
are in the process of determining the level of such third parties'
interest.  The Debtor and Navigant have updated, and will continue
to update, counsel for both Wells Fargo Bank, National
Association, Master Trustee and the Official Committee of
Unsecured Creditors on the progress of this sale process.

                      About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


UNIGENE LABORATORIES: To Sell Property to RCP Birch for $1.2MM
--------------------------------------------------------------
On January 31, 2011, Unigene Laboratories, Inc., entered into an
Agreement for Sale of Real Estate by and between the Company and
RCP Birch Road, L.L.C.  Under the terms of the Agreement, the
Company will sell to the Purchaser the Company's real property
located at 110 Little Falls Road, Fairfield, NJ, with the
buildings and improvements thereon, and any furniture, machinery,
equipment and other personal property that the Company owns and
uses to operate, repair and maintain the property.  The Purchaser
will pay the Company an aggregate purchase price of $1,200,000 (i)
by a deposit of $60,000 payable within ten business days of the
Signing Date, which will be held in escrow until the transfer of
the title of the Property or the occurrence of certain other
events, as described in the Agreement, and (ii) with the remaining
balance of $1,140,000 payable at the Closing.

The Closing, which will occur no later than April 29, 2011, is
subject to the receipt of the release of existing mortgages on the
Property and to certain other conditions and contingencies,
including, without limitation, that:

   (i) the Purchaser will conduct due diligence regarding the
       Property and the proposed transaction commencing on the
       Signing Date and ending on the sixtieth day thereafter;

  (ii) the Purchaser will obtain a financing commitment for this
       transaction within forty-five days of the Signing Date;
       and

(iii) the Company and the Purchaser will execute and deliver a
       lease, pursuant to which the Company will lease the
       Property from the Purchaser for an initial term of seven
       years, which may be extended for one renewal term of five
       years, for an annual base rent during the initial term
       ranging from $135,000 to $145,000, and up to approximately
       $156,000 in the renewal term.

The Agreement is subject to certain termination provisions,
including, without limitation, that the Purchaser may terminate
the Agreement, for any or no reason, by delivering a notice to the
Company no later than the Due Diligence Termination Date, and
either party may terminate this Agreement upon notice if the
Purchaser cannot obtain Financing by the Mortgage Contingency
Date.  Upon either of these events, the Deposit, with all interest
earned thereon, will be released from escrow and returned to the
Purchaser.

Except for its status as a contractual document that establishes
and governs the legal relations among the parties thereto with
respect to the transactions described in this Current Report on
Form 8-K, the Agreement is not intended to be a source of factual,
business or operational information about the parties.

The representations, warranties, covenants and agreements made by
the parties in the Agreement are made as of specific dates.  The
assertions embodied in those representations and warranties were
made for purposes of the Agreement and are subject to
qualifications and limitations agreed to by the respective parties
in connection with negotiating the terms of the Agreement.  In
addition, certain representations and warranties were made as of a
specific date, may be subject to a contractual standard of
materiality different from what might be viewed as material to
stockholders or may have been used for the purpose of allocating
risk between the respective parties rather than establishing
matters as facts.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


VENTO FAMILY: Taps Timothy Cory Associates as Counsel
-----------------------------------------------------
Vento Family Trust asks the U.S. Bankruptcy Court for the District
of Nevada for permission to employ Timothy S. Cory & Associates as
counsel.

The firm is expected to:

   a) institute, prosecute or defend any lawsuits, adversary
      proceedings and contested matters arising out this
      bankruptcy proceeding in which the Debtor may be a party;

   b) assist in the recovery and obtaining necessary Court
      approval for recovery and liquidation of estate assets, and
      to assist in the protecting and preserving the same where
      necessary;

   c) assist in determining the priorities and status of claims
      and filing objections thereto where necessary;

   d) assist in preparation of a disclosure statement and plan of
      reorganization; and

   e) advise the Debtor and perform all other legal services for
      the Debtor which may become necessary in this bankruptcy
      proceeding.

The firm's hourly rates are:

      Designation                Hourly Rates
      -----------                ------------
      Attorneys                  $425
      Law Clerks                 $165
      Paralegals                 $125

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

Based in Henderson, Nevada, Vento Family Trust filed for Chapter
11 bankruptcy protection on Dec. 27, 2010 (Bankr. D. Nev. Case No.
10-33909).  Judge Mike K. Nakagawa presides over the case.
Timothy S. Cory, Esq., at Tinoth S. Cory & Associates, represents
the Debtor.  The Debtor estimated both assets and debts of between
$10 million and $50 million.


VENTO FAMILY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Vento Family Trust filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $12,825,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding              $815,000
     Secured Claims                               $10,807,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $45,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $407,400
                                ------------     ------------
        TOTAL                    $13,640,000      $11,259,400

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?731d

Based in Henderson, Nevada, Vento Family Trust filed for Chapter
11 bankruptcy protection on Dec. 27, 2010 (Bankr. D. Nev. Case No.
10-33909).  Judge Mike K. Nakagawa presides over the case.
Timothy S. Cory, Esq., at Tinoth S. Cory & Associates, represents
the Debtor.  The Debtor estimated both assets and debts of between
$10 million and $50 million.


WASHINGTON MUTUAL: Judge Says Shareholder Appeal Untimely
---------------------------------------------------------
Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware on Tuesday has
denied as premature a Washington Mutual Inc. shareholder group's
bid to ask the Third Circuit to weigh in on a bankruptcy court
order greenlighting the $10 billion settlement central to the
defunct bank's reorganization plan.

                            Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WHITEHALL AVENUE: Meeting of Creditors Set for Feb. 28
------------------------------------------------------
Joe Wojtas at The Day reports that a meeting of creditors of
Whitehall Avenue LLC, owner of the Ramada Inn on Route 27 in
Mystic, Connecticut, will take place on Feb. 28, 2011, in federal
court in New Haven

Whitehall Avenue owes the town $104,624 in back taxes, $29,294 in
sewer use fees and $1,864 in trash pickup bills.

According to the report, Whitehall Avenue filed for bankruptcy
after being hit by lawsuits from eight entities in Connecticut
court.  In addition, a large group of people who say they had
$276 annual pool memberships at the hotel say they have now lost
their money.  One member said the hotel collected money from her
as late as Nov. 30, 2010.

CIT Lending Service Corp. of Livingston, New Jersey, held the $4.6
million mortgage on the hotel.

Based in Trumbull, Connecticut, Whitehall Avenue LLC filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Conn.
Case No. 11-50100).  Judge Alan H.W. Shiff presides the case.
Peter L. Ressler, Esq., at Groob Ressler & Mulqueen, represents
the Debtor.  The Debtor estimated assets of less than $50,000, and
debts of between $1 million and $10 million.


WIKILOAN INC: Founder Returns Close to 10MM Shares to Treasury
--------------------------------------------------------------
WikiLoan, Inc. announced that Founder, Edward C. DeFeudis, is
returning 9,837,500 shares to the treasury whereby reducing the
outstanding shares by close to 17.5%.

"The reduction of our outstanding shares will strengthen our
position as we prepare for many upcoming changes.  The company
will communicate with shareholders on a consistent basis as the
events take place," said Edward C. DeFeudis, WikiLoan's President
and founder.  "We believe the structural change is a critical
component to attract corporate alliances, while we remain focused
on enhancing shareholder value."

                         About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.

The Company's balance sheet at October 31, 2010, showed
$1.00 million in total assets, $1.93 million in total liabilities,
and a stockholders' deficit of $926,455.

PS Stephenson & Co., P.C., in Wharton, Tex., expressed substantial
doubt about WikiLoan's ability to continue as a going concern
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has no revenue, significant assets or cash flows.


WINGATE AIRPORT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wingate Airport South, LLC
        375 Warm Springs Road, Suite 100
        Las Vegas, NV 89119

Bankruptcy Case No.: 11-11950

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Neil J. Beller, Esq.
                  NEIL J. BELLER, LTD.
                  7408 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 368-7767
                  Fax: (702) 368-7720
                  E-mail: nbeller@njbltd.com

Scheduled Assets: $12,000,000

Scheduled Debts: $9,497,529

The petition was signed by Ronald J. Robinson, managing member.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Park Place Properties,    Building               $6,657,997
LLC
Ronald J. Robinson,
Managing Member
375 E. Warm Springs Road
Suite 102
Las Vegas, NV 89119

Crowne Tradewinds, LLC    Construction           $605,842
323 Orville Wright Court  Services
Las Vegas, NV 89119

Clark County Treasurer    Property               $43,631
500 S Grand Central       Taxes
Parkway
PO Box 551220
Las Vegas, NV 89155-1220


WJO INC: Committee Taps Keifer & Tsarouhis as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors of WJO Inc. asks the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania for
permission to retain Keifer & Tsarouhis LLP as its counsel.

The firm agrees to, among other things:

  a) advise the Committee generally regarding matters of
     bankruptcy law in connection with this Chapter 11 case;

  b) advise the Committee of the requirements of the Bankruptcy
     Code, the Bankruptcy Rules, applicable local bankruptcy rules
     pertaining to the administration of the Chapter 11 cases and
     U.S. Trustee guidelines;

  c) prepare motions, applications, answers, proposed orders,
     reports and papers on behalf of the Committee;

  d) prepare before the Court, any appellate courts and the United
     States Trustee and protect the interest of the Committee; and

  e) advise the Committee regarding bankruptcy related litigation
     and employment matters.

The firm's attorneys are:

     Attorneys                     Hourly Rates
     ---------                     ------------
     David C. Schattenstein, Esq.  $275
     Demetrios Tsarouhis, Esq.     $225
     Richard Kefier, Esq.          $225
     Paralegal                     $80

The Committee assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WJO INC: U.S. Trustee Forms Three-Member Creditor's Committee
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of WJO Inc.

The members of the Committee are:

  a) Amber Veszpremi
     5165 Hoffert Street
     Bethlehem, PA 18015
     Tel: 610-419-2114;

  b) Ripple Design
     4444 N. 4th Street Suite 102
     Philadelphia, PA 19123
     Tel: 703-309-9117
     Fax: 678-960-1158

  c) CCA Financial LLC
     Glen Forest Drive
     Henrico, VA 23226
     Tel: 804-285-5500
     Fax: 804-285-0551

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WJO INC: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
convert the Chapter 11 case of WJO, Inc., to one under Chapter 7
of the Bankruptcy Code.

The U.S. Trustee explains that the Debtor, among other things:

   -- failed to timely comply with the U.S. Trustee Operating
      Guidelines and Reporting Requirements for Chapter 11 cases.
      The Debtor has not file Monthly Operating Reports since
      inception.

   -- The Debtor owes quarterly fees for the fourth quarter of
      2010.  However, without operating reports, it is not
      possible to determine the amount due; although the minimum
      due is $325.

                          About WJO, Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,923,802 in assets and $6,805,255 in liabilities as
of the Chapter 11 filing.


W.R. GRACE: District Court Sets Status Conference for Feb. 16
-------------------------------------------------------------
The Hon. Ronald L. Buckwalter, S.J., of the U.S. District Court
for the District of Delaware scheduled a status conference in the
bankruptcy cases of W.R. Grace & Co. and its debtor affiliates for
Wednesday, February 16, 2011, at 10:00 a.m., at the Courtroom 14A
of the United States Courthouse, 601 Market Street, in
Philadelphia, Pennsylvania.

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on January 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from December 21, 2005 until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of January 31, 2011, Eastern Time, Sealed Air stocks are
priced at $26.69 per share, placing a value of about $480,420,000
on the settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on November 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of December 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before January 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after January 31, 2011, but on or
before July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Reports Fourth Quarter 2010 Financial Results
---------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the fourth quarter and year ended December 31, 2010.

The following are performance measures for the fourth quarter:

  * Sales increased 2.2% to $693.0 million from $678.3 million
    in the prior year quarter.  Sales increased 4.1% overall and
    8.1% in emerging regions excluding sales of the Advanced
    Refining Technologies LLC joint venture from both periods.

  * Adjusted EBIT increased 31.6% to $79.6 million from
    $60.5 million in the prior year quarter.  Adjusted EPS was
    $0.62 compared with $0.47 in the prior year quarter.

  * Grace net income decreased 3.2% to $44.9 million in the
    fourth quarter compared with $46.4 million in the prior year
    quarter.  Grace's diluted EPS was $0.60 compared with $0.63
    in the prior year quarter.

  * Adjusted Operating Cash Flow was $141.2 million in the
    fourth quarter.

  * Adjusted EBIT Return on Invested Capital was 27.8% on a
    trailing four quarter basis.

"We had a good quarter and a very good year," said Fred Festa,
Grace's Chairman, President and Chief Executive Officer.  "I am
pleased with the progress we are making in building a stronger
company, and we are well positioned for a successful 2011.  We are
making important investments in our businesses, particularly in
the emerging regions, which will continue to drive our growth in
sales, earnings, and returns to shareholders."

Grace completed acquisitions with an aggregate purchase price of
$34.7 million in the fourth quarter.  These acquisitions support
Grace's strategies to grow in emerging regions and to expand into
adjacent product technologies.

                   Fourth Quarter Results

Sales increased 4.1% overall and 8.1% in emerging regions compared
with the prior year quarter, excluding sales of the ART joint
venture from both periods.  The sales increase was due to higher
sales volumes (5.3%) and improved pricing (1.4%), partially offset
by unfavorable currency translation (2.6%).  As reported, sales
were $693.0 million compared with $678.3 million in the prior year
quarter, an increase of 2.2%.  Sales in emerging regions were
34.0% of total Grace sales in the fourth quarter.

Gross profit percentage was 34.9% compared with 36.6% in the prior
year quarter.  The decrease in gross profit percentage was due
primarily to higher raw material costs partially offset by
improved prices and better operating leverage.  Gross profit
percentage for the fourth quarter decreased 1.1 percentage points
compared with the 2010 third quarter due primarily to product mix
in Grace Davison and seasonably lower operating leverage and
higher raw material costs in GCP.

Adjusted EBIT was $79.6 million, an increase of 31.6% compared
with $60.5 million in the prior year quarter.  Adjusted EBIT
margin was 11.5% compared with 8.9% in the prior year quarter.
The increase in Adjusted EBIT was due primarily to the increase
in sales volumes and lower operating expenses compared with the
prior year quarter.  Grace net income for the fourth quarter
was $44.9 million, or $0.60 per diluted share, compared with
$46.4 million, or $0.63 per diluted share, in the prior year
quarter.  Grace net income in the prior year quarter included a
net benefit from income taxes related primarily to the settlement
of a tax matter with the U.S. Internal Revenue Service compared
with a net provision for income taxes in the 2010 fourth quarter.

On November 30, 2009, Grace completed the sale of a 5% interest
in ART, its joint venture with Chevron Products Company.  Grace
deconsolidated ART's results from its consolidated financial
statements on a prospective basis effective December 1, 2009.  As
a result, Grace now reports its investment in ART and its portion
of ART's income using the equity method of accounting. Grace's
sales and gross profit percentage excluding ART would have been
$665.7 million and 36.7%, respectively, in the prior year quarter.
Adjusted EBIT is not affected by the deconsolidation of ART except
for the effect of the reduction in Grace's ownership from 55% to
50%.

                        Full Year Results

Sales increased 3.3% overall and 13.2% in emerging regions for
2010 compared with the prior year period, excluding sales of the
ART joint venture from both periods. The sales increase was due to
higher sales volumes (3.4%) and improved pricing (0.9%), partially
offset by unfavorable currency translation (1.0%).  As reported,
sales were $2,675.0 million compared with $2,825.0 million in the
prior year period, a decrease of 5.3% reflecting the
deconsolidation of ART in December 2009.

Grace net income for 2010 was $207.1 million, or $2.78 per diluted
share, compared with $71.2 million, or $0.98 per diluted share, in
the prior year period.

                         Grace Davison

* Segment operating income up 11% for fourth quarter;
up 30% for 2010

Fourth quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a
wide range of industrial applications, were up 5.2% compared
with the prior year quarter, excluding sales of the ART joint
venture from both periods.  The sales increase was due to higher
sales volumes (7.1%) and improved pricing (1.8%), partially offset
by unfavorable currency translation (3.7%).  Sales volumes in the
emerging regions increased approximately 10% compared with the
prior year quarter. As reported, fourth quarter sales increased
2.3% from $460.8 million in the prior year quarter.

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $201.4 million
      in the fourth quarter, an increase of 7.1% from the prior
      year quarter, excluding sales of the ART joint venture
      from both periods. Sales increased 6.2% compared with the
      2010 third quarter. As reported, fourth quarter sales
      increased 0.4% from $200.6 million in the prior year
      quarter.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in industrial and packaging
      applications were $167.0 million in the fourth quarter.
      Sales increased 3.9% and sales volumes increased
      approximately 9% compared with the prior year quarter.
      Sales in this product group were favorably affected by
      increased customer demand for industrial and consumer
      goods across all regions.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $102.9 million
      in the fourth quarter, an increase of 3.5% from the prior
      year quarter. Sales increased 27.5% in the emerging
      regions. Sales in this product group were favorably
      affected by strong demand for polyolefin catalysts.

Gross profit percentage was 35.6% compared with 37.1% in the
prior year quarter and 36.3% in the 2010 third quarter.  The
decrease in gross profit percentage compared with the prior year
quarter is due primarily to higher raw material costs partially
offset by improved prices and better operating leverage.  Segment
operating income for the fourth quarter was $102.1 million
compared with $92.2 million in the prior year quarter, a 10.7%
increase due primarily to higher sales volumes, improved pricing,
and improved product mix, partially offset by higher costs for
certain raw materials and unfavorable currency translation.
Segment operating margin was 21.7% compared with 20.0% in the
prior year quarter. ART's contribution to segment operating income
increased significantly over the 2010 third quarter reflecting the
uneven order pattern of the hydroprocessing catalyst business.

Sales of the Grace Davison operating segment for 2010 increased
5.9% compared with the prior year, excluding sales of the ART
joint venture from both periods.  As reported, sales decreased
6.9% from $1,935.4 million in the prior year.  Gross profit
percentage was 35.8% compared with 31.4% in the prior year.
Segment operating income of Grace Davison for the year was
$399.6 million, an increase of 30.0% compared with the prior year
period.  Segment operating margin was 22.2% compared with 15.9% in
the prior year.

                  Grace Construction Products

* Fourth quarter sales up 2%;
Emerging regions sales volumes up 13%

Fourth quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$221.7 million, up 1.9% from the prior year quarter due to higher
sales volumes (1.6%) and improved prices (0.8%), partially offset
by unfavorable currency translation (0.5%).  The higher sales
volumes were due primarily to increased demand for SCC products in
the Americas and for all products in Asia, partially offset by
lower customer demand in Europe.  Sales volumes in emerging
regions increased approximately 13% compared with the prior year
quarter.  Grace Construction Products continues to invest for
growth in the emerging regions, including new SCC manufacturing
locations and SCC and SBM acquisitions during the fourth quarter.

Construction spending continued to grow in the fourth quarter in
emerging regions.  In the United States and certain countries in
Europe, however, overall construction spending decreased in the
fourth quarter compared with the prior year quarter.  The most
recent industry data indicates that fourth quarter commercial
construction starts in the U.S. were down approximately 10% from
the prior year quarter and that fourth quarter residential housing
starts decreased approximately 5% from the prior year quarter.

Sales of this operating segment are reported by geographic region
as follows:

    * Americas -- sales to customers in the Americas were
      $114.9 million in the fourth quarter, an increase of 7.2%
      from the prior year quarter. Sales in North America
      increased 1.8% due primarily to increased customer demand
      for SCC products partially offset by weaker customer demand
      for SBM products. Sales in Latin America grew 35.0% driven
      by improved pricing, sales to new customers, and better
      product penetration. Overall sales in the Americas
      increased $1.9 million, or 1.7%, from the 2010 third
      quarter.

    * Europe -- sales to customers in Europe, the Middle East,
      Africa and India were $62.0 million in the fourth quarter,
      a decrease of 16.8% from the prior year quarter, due
      primarily to continued weak customer demand and the effect
      of severe winter weather on construction activity in North
      and Central Europe.  Sales in this region decreased
      $7.2 million, or 10.4%, from the 2010 third quarter.

    * Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $44.8 million in the fourth
      quarter, an increase of 25.1% from the prior year quarter.
      Sales increased due primarily to higher sales volumes to
      new and existing customers throughout the region.  Sales in
      this region increased $3.2 million, or 7.7%, from the 2010
      third quarter.

Gross profit percentage was 33.6% in the fourth quarter compared
with 36.0% in the prior year quarter and 35.7% in the 2010 third
quarter.  The decrease in gross profit percentage compared with
the prior year quarter is due primarily to higher raw material
costs partially offset by improved prices.  Segment operating
income for the fourth quarter was $20.3 million compared with
$21.6 million for the prior year quarter, a 6.0% decrease.  The
decrease was due primarily to lower gross profit percentage,
partially offset by cost savings from restructuring actions taken
in 2010.  Segment operating margin was 9.2% compared with 9.9% in
the prior year quarter.

Sales of the Grace Construction Products operating segment for
2010 decreased 1.8% compared with the prior year.  Gross profit
percentage was 34.8% compared with 36.0% in the prior year.
Segment operating income of Grace Construction Products was
$89.9 million, a decrease of 12.2% compared with the prior year.
Segment operating margin was 10.3% compared with 11.5% in the
prior year.  Lower sales and segment operating income were due
primarily to continued weak customer demand in North America and
Europe and raw material inflation, partially offset by increased
sales in emerging regions.

                       Corporate Costs

Corporate costs decreased $8.6 million in the fourth quarter
compared with the prior year quarter.  The prior year quarter
included costs to settle a commercial dispute and a provision for
environmental remediation.

                       Pension Expense

Defined benefit pension expense for the fourth quarter was
$19.8 million compared with $21.7 million for the prior year
quarter, an 8.8% decrease.  The decrease in costs was due
primarily to strong pension plan asset performance in the U.S. in
2009.

                           Interest

Interest expense was $10.2 million for the fourth quarter compared
with $9.8 million for the prior year quarter.  The annualized
weighted average interest rate on prepetition obligations for the
fourth quarter was 3.5%.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 32% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax positions
and other discrete adjustments.

Grace has not been required to pay U.S. Federal income taxes in
cash in recent years since available tax deductions and credits
have fully offset U.S. taxable income.  Income taxes in foreign
jurisdictions are generally paid in cash.  Grace expects to
generate significant U.S. Federal net operating losses upon
emergence. Income taxes paid in cash, before refunds, were
$32.6 million for 2010, or approximately 14% of income before
income taxes.

                 Cash Flow Performance Measure

Adjusted Operating Cash Flow was $369.2 million for 2010 compared
with $415.8 million in the prior year period.  The prior year
period benefited from a significant reduction of net working
capital.  Capital expenditures for 2010 were $112.9 million
compared with $93.8 million for the prior year period.  Net
working capital days were 53 days in 2010, compared with 52 days
in the prior year period and 56 days in the 2010 third quarter.

                   Chapter 11 proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware in
order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan of Reorganization (the "Plan").  The
confirmation order must next be confirmed by the United States
District Court.  The timing of Grace's emergence from Chapter 11
will depend on affirmation of the Plan by the District Court and
the satisfaction or waiver of the other conditions set forth in
the Plan, including the resolution of any appeals.  Grace is
preparing to consummate the Plan as quickly as practicable.  The
Plan sets forth how all prepetition claims and demands against
Grace will be resolved.

Grace has not adjusted its accounting for asbestos-related assets
and liabilities to reflect the Plan.  At this time, Grace is
unable to determine a reasonable estimate of the value of certain
consideration payable to the asbestos trusts under the Plan.
These values will ultimately be determined on the effective date
of the Plan.  Grace expects to adjust its accounting for the Plan
when the consideration can be measured and material conditions to
the Plan are satisfied.  Grace expects that such adjustments may
be material to Grace's consolidated financial position and results
of operations.

                        2011 Outlook

As of February 10, 2011, Grace expects to report 2011 sales of
$2.85 billion to $2.95 billion.  Grace expects increased sales of
7% to 10%, resulting from increases in customer demand, new
products and other growth initiatives, and improved pricing.
Grace expects construction spending to remain weak in 2011 in
North America and Western Europe, with stronger spending in Asia,
the Middle East and Latin America.

Grace expects to maintain its gross profit percentage in the
mid-30 percent range.  Grace expects to experience higher costs
for certain raw materials, including rare earths used in refining
catalysts, in 2011 and intends to mitigate these cost increases by
increasing prices and improving productivity in its manufacturing
and supply chain operations.

Grace expects to report 2011 Adjusted EBIT of $365 million to
$385 million, an increase of 12% to 18% over 2010, driven
primarily by higher sales volumes.  Grace also expects to benefit
from the full year effects of restructuring actions completed
during 2010, partially offset by new investments in sales,
technical service, marketing and research and development,
primarily in the faster growing emerging regions.  Grace expects
2011 Adjusted EBITDA to be $485 million to $505 million.

Grace intends to continue its focus on working capital
productivity, and expects to further reduce net working capital
days in 2011.  Grace expects capital expenditures to be
approximately $140 million to $150 million.

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Plan because the value of
certain consideration payable to the asbestos trusts under the
Plan (primarily the deferred payments and the warrants) will not
ultimately be determined until the effective date of the Plan, the
timing of which is uncertain.  When the Plan is consummated, Grace
expects to reduce its liabilities subject to compromise, including
asbestos-related contingencies, recognize the value of the
deferred payments and the warrants and recognize expense for the
costs of consummating the Plan and the income tax effects of these
items.

                        Investor Call

Grace discussed the results during an investor conference call and
webcast on Feb. 10.  An audio replay of the webcast is available
until 11:59 p.m. ET on February 17.  The replay will be accessible
by dialing +1.888.286.8010 (international callers dial
+1.617.801.6888) and entering conference call ID #41593400.

W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
==========================================  Dec. 31,   Dec. 31,
Amounts in millions                           2010       2009
-------------------                         --------   --------
ASSETS
Current Assets                               $1,015.7    $893.00
Cash and cash equivalents                        97.8
Restricted cash and cash equivalents
  related to LOC facility                       380.8      365.8
Accounts receivable - unconsolidated
  affiliates                                      5.3        7.4
Inventories                                     259.3      220.6
Deferred income taxes                            54.7       61.5
Other current assets                             90.6       80.4
                                             --------   --------
Total Current Assets                          1,904.2    1,628.7

Properties and equipment, net                   702.5      690.1
Goodwill                                        125.5      118.6
Deferred income taxes                           845.0      843.4
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         35.6       36.7
Investments in unconsolidated affiliates         56.4       45.7
Other assets                                    102.5      105.0
                                             --------   --------
Total Assets                                 $4,271.7   $3,968.2
                                             ========   ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities                             $37.0      $10.8
Debt payable within one year                      2.3        1.8
Loan payable - unconsolidated affiliate
Accounts payable                                207.1      170.1
Accounts payable - unconsolidated affiliate       8.5        4.1
Other current liabilities                       278.0      307.9
                                             --------   --------
Total Current Liabilities                       532.9      494.7

Debt payable after one year                       2.9        0.4
Loan payable - unconsolidated affiliate          12.6       10.5
Deferred income taxes                            34.6       34.2
Unfunded defined benefit pension plans          539.8      530.4
Other liabilities                                43.6       41.4
                                             --------   --------
Total Liabilities Not Subject to Compromise   1,166.4    1,111.6

Liabilities Subject to Compromise
Debt plus accrued interest                      911.4      882.0
Income tax contingencies                         97.9      117.9
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     144.0      148.4
Postretirement benefits                         181.1      171.2
Other liabilities and accrued interest          139.7      127.6
                                             --------   --------
Total Liabilities Subject to Compromise       3,174.1    3,147.1

Total Liabilities                             4,340.5    4,258.7

Equity (Deficit)
Common stock                                      0.7        0.7
Paid-in capital                                 455.9      445.9
Accumulated deficit                              31.7     (175.4)
Treasury stock, at cost                         (45.9)     (55.9)
Accumulated other comprehensive income (los    (518.1)    (514.5)
                                             --------   --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                               (75.7)    (299.2)
Non-controlling interest                          6.9        8.7
                                             --------   --------
Total Shareholders' Equity (Deficit)            (68.8)    (290.5)
                                             --------   --------
Total Liabilities and Shareholders'
Equity (Deficit)                            $4,271.7   $3,968.2
                                             ========   ========

W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations        Three Months Ended
(Unaudited)                                  Dec. 31    Dec. 31
==========================================  ========   ========
Amounts in millions                           2010       2009
-------------------                         --------   --------

Net sales                                      $693.0     $678.3
Cost of goods sold                              451.3      429.9
                                             --------   --------
Gross profit                                    241.7      248.4

Selling, general and administrative expense     135.0      148.8
Restructuring expenses                            2.1        6.5
Gains on sales of product lines                            (11.7)
Research and development expenses                15.4       17.3
Defined benefit pension expense                  19.8       21.7
Interest expense and related financing cost      10.2        9.8
Provision for environmental remediation           4.5        3.3
Chapter 11 expenses, net of interest income       3.3       11.6
Equity in (earnings) losses of                   (4.8)      (2.3)
unconsolidated affiliates
Other (income) expense, net                      (0.2)       2.4
                                             --------   --------
                                                185.3      207.4

Income (loss) before income taxes                56.4       41.0
Benefit from (provision for) income taxes       (11.6)       5.5
                                             --------   --------
Net income (loss)                                44.8       46.5
Less: Net loss attributable to
non-controlling interest                         0.1       (0.1)
                                             --------   --------
Net income (loss) attributable to
  W.R. Grace & Co. shareholders                $44.9      $46.4
                                             ========   ========

W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations        Twelve Months Ended
(Unaudited)                                  Dec. 31    Dec. 31
==========================================  ========   ========
Amounts in millions                           2010       2009
-------------------                         --------   --------

Net sales                                    $2,675.0   $2,825.0
Cost of goods sold                            1,729.6    1,900.5
                                             --------   --------
Gross profit                                    945.4      924.5

Selling, general and administrative expense     511.2      574.6
Restructuring expenses                           11.2       33.4
Gains on sales of product lines                            (33.9)
Research and development expenses                60.3       70.1
Defined benefit pension expense                  77.1       85.6
Interest expense and related financing cost      41.3       38.3
Provision for environmental remediation           4.5        4.4
Chapter 11 expenses, net of interest income      17.7       48.0
Equity in (earnings) losses of                  (17.8)      (1.7)
unconsolidated affiliates
Other (income) expense, net                                 13.0
                                             --------   --------
                                                705.5      831.8

Income (loss) before income taxes               239.9       92.7
Benefit from (provision for) income taxes       (32.5)     (11.5)
                                             --------   --------
Net income (loss)                               207.4       81.2
Less: Net loss attributable to
non-controlling interest                        (0.3)     (10.0)
                                             --------   --------
Net income (loss) attributable to
  W.R. Grace & Co. shareholders                $207.1      $71.2
                                             ========   ========

W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows       Twelve Months Ended
(Unaudited)                                  Dec. 31    Dec. 31
==========================================  ========   ========
Amounts in millions                           2010       2009
-------------------                         --------   --------

OPERATING ACTIVITIES
Net income (loss)                              $207.4      $81.2
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                   115.6      113.0
Equity in (earnings) losses of unconsolidated
  affiliates                                    (17.8)      (1.7)
Provision for income taxes                       32.5       11.5
Income taxes (paid), net of refunds             (13.8)      28.2
Defined benefit pension expense                  77.1       85.6
Payments under defined benefit pension plan     (63.3)     (61.4)
Changes in assets and liabilities,
excluding effect of foreign currency
translation:
Trade accounts receivable                      (15.8)      96.8
Inventories                                    (37.1)      84.8
Accounts payable                                37.3      (32.1)
Other accruals and non-cash items                5.6       27.5
                                             --------   --------
Net cash provided by (used for)
operating activities                           327.7      433.4

INVESTING ACTIVITIES
Capital expenditures                           (112.9)     (93.8)
Purchase of equity investment                    (0.2)      (2.5)
Proceeds from termination of
life insurance policies, net                   (34.7)
Transfer to restricted cash related to letter
of credit facility                             (97.8)      68.8
Proceeds from sales of investment securities                22.5
Proceeds from sales of product lines                        40.6
Other investing activities                        0.7       (9.5)
                                             --------   --------
Net cash provided by (used for)
investing activities                          (244.9)      26.1

FINANCING ACTIVITIES
Dividends paid to non-controlling interests                (40.4)
Net repayments under credit arrangements         28.9       (0.4)
Proceeds from exercise of stock options          10.4        1.4
Other financing activities                        2.2       (1.9)
                                             --------   --------
Net cash (used for) financing activities         41.5      (41.3)

Effect of currency exchange rate changes
on cash and cash equivalents                    (1.6)      14.7
                                             --------   --------
Increase (Decrease) in cash & cash equivalents  122.7      432.9
Cash and cash equivalents, beginning of per     893.0      460.1
                                             --------   --------
Cash and cash equivalents, end of period     $1,015.7     $893.0
                                             ========   ========

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Seeks Clarification of Plan Confirmation Order
----------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, the Official Committee
of Equity Security Holders, the Official Committee of Asbestos-
related Personal Injury Claimants, and the Future Claims
Representative -- the Plan Proponents -- seek clarifications from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware of the confirmation order she entered on
January 31, 2011.

According to the Plan Proponents, certain Plan opponents
contend that the Bankruptcy Court did not actually enter a
confirmation  on January 31.  The Plan opponents have also
apprised the Plan Proponents that they intend to file
objections pursuant to Rule 9033 of the Federal Rules of
Bankruptcy Procedure, notwithstanding that these same Plan
opponents never disputed that the confirmation proceedings
were core and that Rule 9033 objections may only be filed in
response to "proposed findings of fact and conclusions of law"
entered in "non-core proceedings," John Donley, Esq., at Kirkland
& Ellis LLP, in Chicago, Illinois, relates.

The Plan Proponents believe that the two rulings issued on
January 31 are clear: in the exercise of its jurisdiction
over core plan confirmation proceedings, the Bankruptcy Court
(1) entered a confirmation order, expressly stating that "[t]he
Plan and each of its provisions . . . are confirmed in each and
every respect, (2) made all necessary findings of fact and
conclusions of law, including those required by Sections 1129 and
524(g) of the Bankruptcy Code, and overruled all objections to the
Plan, and (3) recommended to the U.S. District Court for the
District of Delaware that it adopt and enter the Bankruptcy
Court's findings of fact and conclusions of law.

The case is set for a status conference before the District Court
on February 16.  Mr. Donley says the Plan Proponents had
anticipated that the status conference would address the timing
and procedures for appeals of the confirmation order.  Now,
however, the Plan opponents will create confusion and delay before
the District Court if they deny that a confirmation order was
entered and contend that they are dueling Rule 9033 and appellate
proceedings, he adds.

Accordingly, the Plan Proponents ask the Bankruptcy Court to
clarify that on January 31:

  (1) it entered an order confirming the First Amended Joint
      Plan of Reorganization as modified through December 23,
      2010;

  (2) made findings of fact and conclusions of law, including
      those required pursuant to Sections 1129 and 524(g), and
      overruled all objections to the Plan; and

  (3) recommended to the District Court that it enter the
      proposed order provided, thereby complying with the
      requirement of Section 524(g)(3)(A) that the District
      Court "issue or affirm" the confirmation order.

Furthermore, the Plan Proponents ask, as part of the order, that
any Rule 9033 objections that may be filed to the Bankruptcy
Court's January 31 rulings are improper and will be stricken sua
sponte by the Bankruptcy Court because Rule 9033 objections apply
only to non-core proceedings.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YORK SQUARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: York Square, LLC
        2404 Wilshire Boulevard, Suite 12A
        Los Angeles, CA 90057

Bankruptcy Case No.: 11-15554

Chapter 11 Petition Date: February 9, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Alan I. Nahmias, Esq.
                  MIRMAN & BUBMAN & NAHMIAS LLP
                  21860 Burbank Boulevard, Suite 360
                  Woodland Hills, CA 91367
                  Tel: (818) 995-2555
                  Fax: (818) 451-4620
                  E-mail: anahmias@mbnlawyers.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-15554.pdf

The petition was signed by Rick Barreca, managing member.


YRC WORLDWIDE: Incurs $322 Million Net Loss in 2010
---------------------------------------------------
YRC Worldwide Inc. reported net income of $23.12 million on
$1.09 billion of operating revenue for the three months ended
December 31, 2010, compared with net income of $119.54 million on
$1.05 billion of operating revenue for the same period a year ago.

The Company also reported a net loss of $322.23 million on
$4.33 billion of operating revenue for the twelve months ended
December 31, 2010, compared with a net loss of $622.02 million on
$4.87 billion of operating revenue during the prior year.

The Company's balance sheet at December 31, 2010, showed
$2.63 billion in total assets, $2.73 billion in total liabilities
and $95.84 million in total shareholders' deficit.

"We are pleased with the stability we have seen in our absolute
business volumes at YRC over the last three quarters and the
growth across our Regional companies leading to continued year-
over-year improvement in our operating results," stated Sheila
Taylor, Executive Vice President, CFO and Treasurer of YRC
Worldwide.  "Our business is generating positive cash flow and our
ability to continually improve our days to collect should provide
the needed liquidity as we move through the seasonally slower
first quarter."

A full-text copy of the press release announcing the Company's
financial results is available for free at:

               http://ResearchArchives.com/t/s?7306

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."


* SecondMarket Says Bankruptcy Claims Trading Rose 400% in 2010
---------------------------------------------------------------
According to Nick Elliott, writing for The Wall Street Journal's
Bankruptcy Blogs, SecondMarket reports that $40 billion bankruptcy
claims traded during 2010, a 400% increase over 2009.  There were
also far more claims traded-11,303 in 2010, compared with 6,612 in
2009.

SecondMarket operates a platform for trading illiquid securities
such as bankruptcy claims, but its totals reflect market totals
culled from public filings.

Still, the total value of claims was greatly enlarged by a major
case from 2008: Lehman Brothers Holdings Inc. and its broker-
dealer unit Lehman Brothers Inc.  Together, they accounted for
about $36 billion of the total.

According to the Journal, SecondMarket's report indicates that
other companies that saw a lot of trading in their claims in 2010
were Motors Liquidation Co., formerly General Motors; Smurfit-
Stone Container Corp.; and Tribune Co.

According to the Journal, Andrew Gottesman, head of bankruptcy
claims at SecondMarket, said that 2010 was an unusual year but
that the pattern of a big year in bankruptcy filings being
followed by a big year in claims trading isn't unusual.
"Typically, cases take a while to mature into trading
opportunities," he said. As cases roll on and creditors come to
terms over dividing assets, more clarity emerges about likely
recoveries.


* TMA Poll: Most Turnaround Pros Say "No" to State Bankruptcies
---------------------------------------------------------------
As the pitch rises over the question of whether to allow states to
file for bankruptcy, most turnaround professionals voicing their
opinion blend together on a single note: No.

Nearly 70% of respondents to a recent Turnaround Management
Association poll think struggling states would need to sound a
theme other than bankruptcy to solve fiscal problems aggravated by
the recent recession. But 32% join a refrain in favor of enacting
a U.S. bankruptcy law for states, arguing that it would deftly
address onerous union contracts and debt levels and drown out any
pleas for federal bailouts.

"Allowing states to file bankruptcy to eliminate similar legacy
issues that have plagued some major corporations forced to file
bankruptcy in recent years will just shift the burden of these
liabilities from the states to the federal government without ever
addressing the underlying problems," said TMA President Mark S.
Indelicato, a managing partner with Hahn & Hessen LLP in New York.

In contrast, nearly all (97%) respondents expect to see a rising
crescendo of municipal filings under Chapter 9 of the U.S.
Bankruptcy Code in 2011.  Only 3% think otherwise, in harmony with
financial pundits who say recent investor pullback from municipal
bond markets arises from new bonds being issued and driving down
prices, and not just cash-strapped cities.  Fears of financially
imploding cities, they say, amount to shrill noise.

"Desperate municipalities are looking for solutions to their debt
problems leading more of them to consider Chapter 9 filings," said
Patrick C. Lagrange, immediate past TMA chairperson and managing
director with Carl Marks Advisory Group LLC in New York City.
"However, 10th Amendment-based restrictions on this process limit
court powers. The hard political choices of cutting services or
raising taxes still need to be made regardless of whether a
Chapter 9 proceeding is initiated."

Chicago-based Turnaround Management Association --
http://www.turnaround.org/-- the only international non-profit
association dedicated to corporate renewal and turnaround
management, has more than 9,000 members in 47 regional chapters,
including turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.

                           *     *     *

Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that former TMA President Patrick Lagrange, a managing
director with Carl Marks Advisory Group, cautioned that bankruptcy
wasn't necessarily an appropriate road for states to wander down.
"It shouldn't be viewed as a panacea," he said of Chapter 9 in an
interview Friday. "I don't necessarily see [it] as a solution for
the state problems."

Government entities -- be they states, cities or shopping center
developments funded with tax dollars -- that are struggling to
survive on decreased revenues need to make changes to bring their
assets and liabilities back into equilibrium, Mr. Lagrange said,
according to DBR.  That could mean cutting services or raising
taxes, but there's no magic wand that will provide a quick fix.

"At the end of the day, Chapter 9 is not going to be something
that replaces hard political choices that need to be made," Mr.
Lagrange said.

According to DBR, Mr. Lagrange said, "It's one thing if you're a
school district or a city . . . if you start to go to a state, you
have layers upon layers of obligations and constituencies and with
each layer comes an added layer of complexity."

Mr. Lagrange said Chapter 9 of the Bankruptcy Code isn't itself a
solution.  "It's kind of not an end," he said. "It's a tool for
them to affect restructuring."


* Michigan Municipalities, School Districts Could Face Insolvency
-----------------------------------------------------------------
Grace Wyler at the Business Insider reports that dozens of
Michigan's municipalities and school districts could soon face
major financial problems and an unnamed handful are on the brink
of becoming insolvent, warns State Treasurer Andy Dillon.

To prepare for the onslaught, the Business Insider relates, the
state treasurer's office will start training 50 emergency
financial managers this week to help the state cope with an
expected rise in communities facing financial collapse.  The
training will focus on helping local governments avoid a state
financial takeover while emphasizing early intervention, Business
Insider reports, citing Bond Buyer.

According to the Business Insider, overhauling Michigan's
emergency financial management act is a key legislative goal for
new Gov. Rick Snyder.  He is expected to introduce a bill this
week that would strengthen the authority of emergency financial
managers and allow the state to intervene more aggressively in
financially distressed communities, Business Insider adds.


* Missouri's Second Injury Fund Nearing Insolvency, Koster Warns
----------------------------------------------------------------
The Associated Press reports that Missouri Attorney General Chris
Koster is warning lawmakers that Missouri's Second Injury Fund is
rapidly running out of money and demands quick action.

The AP says that the state fund compensates previously injured or
disabled workers who suffer additional injuries on the job.
According to the AP, studies have warned for several years that
the fund is nearing insolvency, but lawmakers have been unable to
agree on a solution.

The AP notes that Mr. Koster told a House committee Monday that
the Second Injury Fund could be temporarily insolvent by next
month.  Mr. Koster, as cited by the AP, said the fund then is
projected to briefly recover before becoming permanently insolvent
about the mid-point of 2011.  Mr. Koster said the collapse of the
fund likely would prompt a lawsuit from those pursuing claims.  It
also would cause 39 people in his office to be laid off.


* 4 Banks Shuttered Friday; Year's Failures Now 18
--------------------------------------------------
Regulators closed on Friday four banks -- Sunshine State Community
Bank, Port Orange, Florida; Badger State Bank, Cassville, WI;
Canyon National Bank, Palm Springs, California; and Peoples State
Bank, Hamtramck, Michigan.  This year's failures now total to 18.

The Federal Deposit Insurance Corp., as receiver, signed deals for
other banks to assume the deposits and take over assets of the
four failed banks.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Pacific Premier Bank, Costa Mesa,
California, to assume all of the deposits of Canyon National Bank.
Royal Bank, Elroy, Wisconsin assumed all of the deposits of Badger
State Bank.  Premier American Bank, National Association, Miami,
Florida, has agreed to assume all of the deposits of Sunshine
State Community Bank.

The FDIC entered into a purchase and assumption agreement with
First Michigan Bank, Troy, Michigan, to assume all of the deposits
of Peoples State Bank.  First Michigan Bank will pay the FDIC a
premium of 0.25% to assume all of the deposits of Peoples State
Bank. In addition to assuming all of the deposits of the failed
bank, First Michigan Bank agreed to purchase essentially all of
the assets.

Lenders are failing after the financial crisis drove down home and
commercial property values and pushed the unemployment rate above
10%, according to Bloomberg News.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4

American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             860 Banks Now in FDIC's Problem List

The FDIC said in is latest quarterly banking profile that the
number of institutions on its "Problem List" rose to 860 as of
Sept. 30, 2010 from 829 at June 30, 2010.  There were 775 banks on
the list at the end of the first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.

The Deposit Insurance Fund balance -- the net worth of the fund --
was negative $8 billion at the end of the third quarter of 2010
from negative $15.2 billion from June 30, 2010.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* S&P: Global Corporate Default Tally Remains at 2 in 2011
----------------------------------------------------------
The 2011 global corporate default tally remains at two issuers
after no issuers defaulted this week, said an article published
Feb. 11 by Standard & Poor's, titled "Global Corporate Default
Update (Feb. 4 - 10, 2011) (Premium)."  By comparison, 17 global
corporate issuers had defaulted by this time last year (14 U.S.-
based issuers and one issuer each from Australia, Bahrain, and
Canada).

Both of this year's defaulters missed interest or principal
payments, which were among the top reasons for default last year.
Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 defaults resulted from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.

Standard & Poor's baseline projection for the U.S. corporate
trailing 12-month speculative-grade default rate for December 2011
is 1.8%.  (A total of 27 issuers would need to default during that
period to reach the forecast.)

This is another 1.47-percentage-point (or another 45%) decline
from 3.27% in December 2010.  The rate of decline will remain
sharp, but somewhat slower than what was seen in the past 13
months. In S&P's optimistic default rate forecast scenario, the
economy and the financial markets improve more than expected.  In
this scenario, S&P expects the default rate to be 1.3% (22
defaults).  On the other hand, if the economic recovery stalls and
the financial markets deteriorate -- which is S&P's pessimistic
scenario -- S&P expects the default rate to be 3.5% (52 defaults)
by the end of 2011.  S&P bases its forecasts on quantitative and
qualitative factors that it considers, including, but not limited
to, Standard & Poor's proprietary default model for the U.S.
corporate speculative-grade bond market.  S&P updates its outlook
for the U.S. issuer-based corporate speculative-grade default rate
each quarter after analyzing the latest economic data and
expectations.


* Obama Gov't Outlines Steps to Phase Out Fannie and Freddie
------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the Obama
administration outlined on Friday its plans to begin shrinking the
government's broad support of the nation's crippled mortgage
market, a process that officials said could take several years and
would include phasing out Fannie Mae and Freddie Mac.

Mr. Timiraos reports that officials portrayed a housing-finance
system that would include a role for both the public and private
sectors, but would be different from the current system in that
the government's role would be smaller, underwriting standards
would be tighter, and borrowers would be required to hold larger
amounts of equity in their homes.

According to the Journal, Rep. Randy Neugebauer, R-Texas, chairman
of a key House oversight subcommittee, is encouraged by the Obama
administration's proposal to restructure Fannie Mae and Freddie
Mac.  But he's disappointed there's no clear long-term reform
plan.

According to the Journal, the proposal offered a series of short-
term steps that would help attract private capital into the
mortgage market, including a reduction in the maximum loan sizes
that Fannie and Freddie can purchase and gradual increases in the
fees the mortgage companies charge lenders.  Both of those steps
could make it more attractive for lenders and investors to buy
loans without government backing, but they could also raise
borrowing costs for millions of Americans and weigh on the
nation's home-building industry.

The Journal relates administration officials said the process of
transitioning to a post-Fannie and Freddie world would take at
least five to seven years, in part because the housing market
remains too fragile.  Many analysts say the process, which
includes dismantling, moving, or reassembling the firms'
infrastructure, could take even longer.

According to the Journal, the long-awaited proposal was thin on
specifics about what would replace Fannie and Freddie, which the
government took over in 2008, and which have racked up $134
billion in taxpayer losses.  Instead, it outlined three options
that were designed to frame what promises to be a prolonged and
heated political debate over how to structure the nation's
$10.6 trillion mortgage market:

     (I) The first of those would put the vast majority of the
         mortgage market in the hands of the private sector, where
         lenders would originate mortgages and securitize them
         without any government backing. The middleman role
         currently played by Fannie and Freddie would no longer
         exist.  The government's role would be limited to the FHA
         and a few other smaller housing agencies, and their reach
         would be sharply reduced from current levels. The FHA
         backed 20% of all new mortgages last year. Some
         conservatives have called for such a private market.

    (II) The second option, championed by a handful of economists,
         would also create a mostly private market with a limited
         government backstop that would primarily become active
         buying or guaranteeing loans in periods when private
         lenders retreated during financial shocks.

   (III) The third option would create new privately owned
         companies to buy mortgages from banks and sell them as
         securities. Those securities would be explicitly
         guaranteed by the government as long as they meet certain
         criteria. The government would collect fees for that
         backing, just as the Federal Deposit Insurance Corp.
         insures bank deposits and regulates banks.  These new
         companies would essentially replace some of the functions
         filled by Fannie and Freddie. An array of academics and
         industry groups have backed such a proposal, and senior
         Obama administration officials, such as Treasury
         Secretary Timothy Geithner, have publicly discussed its
         merits.

According to the Journal, the housing industry greeted the
proposal coolly, and some mortgage industry officials criticized
the administration for not providing more detail.

According to the Journal, the proposals are likely to set off a
furious effort by the financial-services industry to protect
generous subsidies and seek out new revenue sources.  Investors
haven't been willing to buy mortgages that don't have government
backing primarily because there haven't been enough steps taken to
overhaul the market for private-label securities, said Joshua
Rosner, of investment-research firm Graham Fisher & Co.


* BOND PRICING -- For Week From February 7 to 11, 2011
------------------------------------------------------

  Company            Coupon      Maturity    Bid Price
  -------            ------      --------    ---------
155 E TROPICANA       8.750%     4/1/2012        4.659
ABITIBI-CONS FIN      7.875%     8/1/2009       15.125
ADVANTA CAP TR        8.990%   12/17/2026       13.000
AHERN RENTALS         9.250%    8/15/2013       57.900
AMBAC INC             5.950%    12/5/2035       11.000
AMBAC INC             6.150%     2/7/2087        1.750
AMBAC INC             7.500%     5/1/2023       10.750
AMBAC INC             9.375%     8/1/2011       19.900
AMBAC INC             9.500%    2/15/2021       13.100
AMBASSADORS INTL      3.750%    4/15/2027       38.250
AMR CORP             10.450%    3/10/2011       97.554
BANK NEW ENGLAND      8.750%     4/1/1999       11.250
BANK NEW ENGLAND      9.875%    9/15/1999       13.000
BANKUNITED FINL       3.125%     3/1/2034        5.600
BANKUNITED FINL       6.370%    5/17/2012        6.500
BLOCKBUSTER INC       9.000%     9/1/2012        2.000
BOWATER INC           6.500%    6/15/2013       31.000
CAPMARK FINL GRP      5.875%    5/10/2012       47.750
CCK-CALL02/11         7.750%   11/15/2015      103.760
CS FINANCING CO      10.000%    3/15/2012        3.000
CURAGEN CORP          4.000%    2/15/2011       99.000
DUNE ENERGY INC      10.500%     6/1/2012       72.208
EDDIE BAUER HLDG      5.250%     4/1/2014        5.000
EVERGREEN SOLAR       4.000%    7/15/2013       32.000
F-CALL02/11           5.750%    2/21/2012       99.630
FAIRPOINT COMMUN     13.125%     4/1/2018       10.375
FAIRPOINT COMMUN     13.125%     4/2/2018       14.500
FRIEDE GOLDMAN        4.500%    9/15/2004        0.950
GENERAL MOTORS        7.125%    7/15/2013       33.750
GENERAL MOTORS        9.450%    11/1/2011       31.900
GREAT ATLA & PAC      5.125%    6/15/2011       36.000
GREAT ATLA & PAC      6.750%   12/15/2012       34.550
GREAT ATLANTIC        9.125%   12/15/2011       36.000
HARRY & DAVID OP      9.000%     3/1/2013       39.000
HARTFORD LIFE GL      5.200%    2/15/2011      100.147
INDALEX HOLD         11.500%     2/1/2014        0.750
LEHMAN BROS HLDG      1.500%    3/23/2012       22.875
LEHMAN BROS HLDG      1.985%    6/29/2012       10.000
LEHMAN BROS HLDG      4.500%     8/3/2011       23.000
LEHMAN BROS HLDG      4.700%     3/6/2013       22.500
LEHMAN BROS HLDG      4.800%    2/27/2013       22.500
LEHMAN BROS HLDG      4.800%    3/13/2014       25.375
LEHMAN BROS HLDG      5.000%    1/22/2013       22.750
LEHMAN BROS HLDG      5.000%    2/11/2013       22.000
LEHMAN BROS HLDG      5.000%    3/27/2013       20.630
LEHMAN BROS HLDG      5.000%     8/3/2014       21.250
LEHMAN BROS HLDG      5.000%     8/5/2015       23.000
LEHMAN BROS HLDG      5.100%    1/28/2013       23.000
LEHMAN BROS HLDG      5.150%     2/4/2015       20.500
LEHMAN BROS HLDG      5.250%     2/6/2012       25.500
LEHMAN BROS HLDG      5.250%    2/11/2015       22.500
LEHMAN BROS HLDG      5.500%     4/4/2016       25.500
LEHMAN BROS HLDG      5.625%    1/24/2013       26.125
LEHMAN BROS HLDG      5.750%    7/18/2011       24.562
LEHMAN BROS HLDG      5.750%    5/17/2013       23.125
LEHMAN BROS HLDG      5.750%     1/3/2017        0.011
LEHMAN BROS HLDG      6.000%    7/19/2012       25.500
LEHMAN BROS HLDG      6.000%    6/26/2015       23.750
LEHMAN BROS HLDG      6.000%   12/18/2015       22.750
LEHMAN BROS HLDG      6.200%    9/26/2014       26.000
LEHMAN BROS HLDG      6.625%    1/18/2012       24.300
LEHMAN BROS HLDG      8.000%     3/5/2022       21.750
LEHMAN BROS HLDG      8.500%     8/1/2015       24.000
LEHMAN BROS HLDG      8.750%   12/21/2021       22.500
LEHMAN BROS HLDG      8.800%     3/1/2015       22.000
LEHMAN BROS HLDG      9.000%     3/7/2023       21.750
LEHMAN BROS HLDG      9.500%   12/28/2022       22.500
LEHMAN BROS HLDG      9.500%    1/30/2023       22.500
LEHMAN BROS HLDG      9.500%    2/27/2023       21.200
LEHMAN BROS HLDG     10.000%    3/13/2023       21.425
LEHMAN BROS HLDG     10.375%    5/24/2024       20.125
LEHMAN BROS HLDG     11.000%    6/22/2022       22.510
LEHMAN BROS HLDG     11.000%    3/17/2028       20.000
LEHMAN BROS HLDG     18.000%    7/14/2023       22.500
LEHMAN BROS INC       7.500%     8/1/2026       12.000
LOCAL INSIGHT        11.000%    12/1/2017        4.000
LTX-CREDENCE          3.500%    5/15/2011       91.500
MAGNA ENTERTAINM      7.250%   12/15/2009        3.000
MAJESTIC STAR         9.750%    1/15/2011       16.000
MOHEGAN TRIBAL        8.375%     7/1/2011       59.000
NEWPAGE CORP         10.000%     5/1/2012       65.250
NEWPAGE CORP         12.000%     5/1/2013       31.250
NRGY-CALL03/11        6.875%   12/15/2014      102.125
NRGY-CALL03/11        8.250%     3/1/2016      104.100
PALM HARBOR           3.250%    5/15/2024       44.000
PL-CALL03/11          5.050%    3/15/2020       94.293
PL-CALL03/11          5.150%    3/15/2020       94.765
QWEST CAP FDG         7.250%    2/15/2011      100.000
RASER TECH INC        8.000%     4/1/2013       35.000
RESTAURANT CO        10.000%    10/1/2013       35.000
RESTAURANT CO        10.000%    10/1/2013       30.375
RJ TOWER CORP        12.000%     6/1/2013        1.000
RYERSON TULL INC      8.250%   12/15/2011       65.020
SAFEGUARD SCIENT      2.625%    3/15/2024       91.554
SBARRO INC           10.375%     2/1/2015       32.000
SPHERIS INC          11.000%   12/15/2012        1.500
THORNBURG MTG         8.000%    5/15/2013        4.125
TIMES MIRROR CO       7.250%     3/1/2013       37.000
TRANS-LUX CORP        8.250%     3/1/2012       18.000
TRICO MARINE          3.000%    1/15/2027        8.792
TRICO MARINE SER      8.125%     2/1/2013       12.250
VERIZON COMM INC      5.350%    2/15/2011      100.012
VIRGIN RIVER CAS      9.000%    1/15/2012       50.000
WASH MUT BANK NV      5.500%    1/15/2013        0.010
WCI COMMUNITIES       4.000%     8/5/2023        1.302
WOLVERINE TUBE       15.000%    3/31/2012       36.000



                           *********

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 by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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