TCR_Public/110217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 17, 2011, Vol. 15, No. 47

                            Headlines

AARON BUERGE: Files for Chapter 7 Bankruptcy
AHERN RENTALS: Misses $10.9MM Interest Payment on Feb. 15
ALLEGIANT TRAVEL: S&P Assigns 'BB-' Corporate Credit Rating
ALTACANADA ENERGY: Obtains Financing and Credit Facility Extension
AMBAC FINANCIAL: Plan Exclusivity Hearing on Friday

AMBAC FINANCIAL: Vanguard Disposed Of Ambac Shares
AMERICAN FOLK ART: Won't Sell Artwork to Pay Interest
ANGARAKA LIMITED: Court Continues Hearing on Plan to March 3
APPLESEED'S INTERMEDIATE: Taps Kirkland & Ellis as Bankr. Counsel
APPLESEED'S INTERMEDIATE: U.S. Trustee Forms Creditors Committee

APPLESEED'S INTERMEDIATE: Wants Klehr Harrison as Co-Counsel
ARROWHEAD GENERAL: S&P Gives Stable Outlook, Affirms 'B-' Rating
BAYTEX ENERGY: S&P Assigns 'BB-' Rating to US$150 Mil. Debt
BERNARD L MADOFF: Wilpon Wants Early Discovery From Trustee
BERNARD L MADOFF: 'Surrogate Father' Moved Billions in Account

BLOSSOM VALLEY: Has to Confirm Plan by July 18 to Avoid Conversion
BORDERS GROUP: Files for Chapter 11 in Manhattan
BORDERS GROUP: Gets Court Approval of GE Capital DIP Financing
BORDERS GROUP: Case Summary & 30 Largest Unsecured Creditors
BORDERS GROUP: 5 Agree Realty Properties Included in Closings

BRANSON AIRPORT: In Restructuring Talks With Goldman, Bondholders
BROWNIE'S MARINE: Trebor Unit Faces BB&T Foreclosure Suit
BURLINGTON COAT: S&P Assigns 'B-' Rating to $1 Bil. Senior Loan
BWAY HOLDING: S&P Assigns 'B' Rating to New $587.5 Mil. Loan
CABI SMA: Files Schedules of Assets And Liabilities

CALAIS RESOURCES: Completes Financial Statement Audits
CARIAN MANAGEMENT: Plan Confirmation Hearing Continued to March 23
CAMBIUM LEARNING: S&P Assigns 'B' Rating to $175 Mil. Senior Notes
CARIBBEAN PETROLEUM: Insurer to Pursue Lawsuit Against Firm
CARSON CITY: Case Summary & 20 Largest Unsecured Creditors

CB HOLDINGS: Former Exec. Sentenced on Fraud & Tax Evasion
CHEM RX: Court Sets Mar. 17 Confirmation Hearing on Competing Plan
CHEM RX: U.S. Trustee Forms New 4-Member Creditors Panel
CITIZENS DEV'T: Wants to Access Cash Collateral Until August 31
CITIZENS DEV'T: Wants Plan Filing Deadline Extended to March 31

COLT DEFENSE: S&P Lower Ratings to 'B-' on Weaker Results
COMPTON PETROLEUM: Centennial Energy Holds 5.21% Equity Stake
CONSOLIDATED HORTICULTURE: Black Diamond Can Bid at Auction
CONSOLIDATED HORTICULTURE: March 14 Hearing on More Exclusivity
COUNTRYVIEW MHC: Court Sets March 14, 2011 Claims Bar Date

CREDIT-BASED ASSET: Plan Outline Hearing Set for February 28
CROWN FOREX: Feds Want In on $84M Civil Suit vs. Crown Forex
DATATEL INC: S&P Changes Outlook on 'B' Rating to Negative
DBSD N.A.: 2nd Cir. Affirms Designation of DISH's Vote
DIMAS SANTIAGO: Retainer Not Subject to Sec. 726 Disgorgement

DREIER LLP: Chernov Cleared From Saleh Holdings Suit
DUTCHMAN COMPANY: Case Summary & 6 Largest Unsecured Creditors
ELITE LANDINGS: Hearing on ABRG's Plan Outline Moved to March 16
EUROPA STONE: Rasmus Asset Advisors to Conduct Liquidation
EQUITY OFFICE PROPERTIES: Blackstone Restructures $7BB Debt

FAYETTEVILLE MARKETFAIR: Asks Court to Dismiss its Chapter 11 Case
FRANCHISE KINGS: Case Summary & Largest Unsecured Creditor
FRANCISCAN COMMUNITIES: Court Sets March 7 Confirmation Hearing
FRE REAL ESTATE: Files List of 20 Largest Unsecured Creditors
FRE REAL ESTATE: Gets Court's Interim Nod to Use Cash Collateral

FREESCALE SEMICONDUCTOR: S&P Puts 'B-' Rating on Positive Watch
G-SWDE1 LLC: Voluntary Chapter 11 Case Summary
GAS CITY: Has Until April 20 to Complete Sale Process & File Plan
GLOBAL ENERGY: Says Chapter 11 Plan Declared Effective
GULF FLEET: Hearing on Adequacy of Disclosure Statement on March 1

HARRISBURG, PA: Alvarez & Marsal Tapped as Advisor
HCR HEALTHCARE: S&P Assigns 'B+' Rating to $150 Mil. Senior Notes
HOME NETWORK BUILDERS: N.J. Court Won't Hear Shareholders' Appeal
HUGO SAND: Case Summary & 20 Largest Unsecured Creditors
INVISTA BV: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive

ISTAR FINANCIAL: Declares Dividends on Five Series of Preferreds
JACK GINDI: 10th Cir. Says Debtor's Appeal Was Not Stayed
JACK GINDI: 10th Cir. Says Biz Partner Entitled to Stay Relief
JAVO BEVERAGE: Receives Final Financing Approval
JEMAB FAMILY: Voluntary Chapter 11 Case Summary

KWITCHURBELIAKIN: Dist. Court Affirms Chapter 11 Trustee Order
L FRUMUSA FAMILY: Court Dismiss Chapter 11 Case
LACK'S STORES: Austin Developer Bids for West Anderson Property
LANCASTER FINANCING: S&P Gives Neg. Outlook, Affirms 'BB' Rating
LAXAI PHARMA: Voluntary Chapter 11 Case Summary

LEE COUNTY: S&P Changes Outlook to Stable, Affirms 'BB' Rating
LEHMAN BROTHERS: Proposes Foster & Graham as Special Counsel
LEHMAN BROTHERS: Weil to Represent A&M, Debtor in Employee Suit
LEHMAN BROTHERS: J. Taylor Wants to Pursue Counterclaim
LEHMAN BROTHERS: LCPI Balks at Fidelity Nat'l Motion to Compel

LEHMAN BROTHERS: LCPI Inks Deal to Elevate Interests in Mach Gen
LEVEL 3 COMMUNICATIONS: Southeastern Asset Has 31.1% Stake
M. SLAVIN & SONS: Close to $800,000 Financing
MAGNOLIA FINANCE: S&P Raises Ratings on $9 Mil. Notes to 'B+'
MAJESTIC LIQUOR: 2nd Amended Plan Declared Effective

MAJESTIC STAR: Gets Court's Nod to Continue Using Cash Collateral
MANHATTAN PHARMA: Bondholders Agree to Forbearance Until Yearend
MAURO PADILLA: Bankruptcy Judge Dismisses Chapter 11 Case
MAYAGUEZ ADVANCED: MEDHS's Suit vs. SISSO Goes Back to State Court
MEDICAL EDUCATION: Suit vs. SISSO Goes Back to State Court

MESA AIR: CRAFT to Sell, Transfer General Unsecured Claims
MESA AIR: Refine Inc. Buys Transamerica's Claims
MINERALS CONTINENTAL: Case Summary & 20 Largest Unsec Creditors
MONEY TREE: Incurs $4.10 Million Net Loss in Dec. 25 Quarter
MPG OFFICE: To Default on $470MM Loan for California Plaza Tower

MSR RESORT: Taps Houlihan for Advice on Restructuring or Sale
MSR RESORT: Singapore Makes $1.5 Billion Offer for Resorts
MSR RESORT: Wins Approval to Use Cash Collateral Until Feb. 28
NBTY INC: S&P Assigns Ratings to $1.9 Bil. Loan at 'BB-'
NEW CENTURY FIN'L: Morgan Stanley Considered Acquisition

OLDE PRAIRIE: Can't Bring Tortious Interference Claims v. Lender
PHILADELPHIA RITTENHOUSE: iStar Wants Chapter 11 Case Dismissed
PLATINUM INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
PLEDGER PALACE: Case Summary & 17 Largest Unsecured Creditors
QUIGLEY CO: Has Until March 15 to File New Restructuring Plan

RBZ REALTY: Voluntary Chapter 11 Case Summary
RENAISSANCE GRAND: Citi Takes Control After Lenders Foreclosed
RICHARD FORDE: 4th Cir. Affirms Bankruptcy Fraud Judgment
RJ WAREHOUSE: Case Summary & 10 Largest Unsecured Creditors
SEAHAWK DRILLING: Taps Simmons & Company as Transaction Advisor

SEAHAWK DRILLING: Wants to Hire Alvarez as Restructuring Advisor
SEAHAWK DRILLING: Wins Okay to Tap Into Bankruptcy Loan
SINCLAIR BROADCAST: BlackRock Discloses 5.92% Equity Stake
STANTON PARK: Case Summary & 20 Largest Unsecured Creditors
STILLWATER MINING: BlackRock Discloses 6.29% Equity Stake

SUNCAL COS: Has Until Today to Fight Plans for Various Projects
TAVERN ON THE GREEN: Hotel Operator Disputes Trademark Claim
TAWK DEVELOPMENT: Files List of 20 Largest Unsecured Creditors
TAWK DEVELOPMENT: Files Schedules of Assets And Liabilities
TOWER OAKS: Section 341(a) Meeting Scheduled for March 14

TOWER OAKS: Taps Cohen Baldinger as Bankruptcy Counsel
TRANSPORTADORA DE GAS: Regulator Extends Intervention for 120 Days
TRIBUNE CO: Court Needs to Use Cramdown Process in Plans
TRIBUNE CO: U.S. Trustee Objects to Both Plans
TRIBUNE CO: Officers & Directors Oppose Both Plans

TRIBUNE CO: Zell Says 'Lottery-Ticket Litigation' Hinders Plans
TRIBUNE CO: Proposes $52-Mil. Contribution to Food Network
TRIBUNE CO: Court Sends J. Allen, et al., to Mediation
TRUMP ENTERTAINMENT: Landry's Buys Altantic City Resort for $38MM
US TELEPACIFIC: S&P Assigns 'B-' Rating to $460 Mil. Senior Loan

VIRGINIA LUMINOR: Case Summary & 3 Largest Unsecured Creditors
WESTLAND PARCEL: Can Access Ban's Cash Collateral Until May 31
WHITTLE DEV'T: Court Extends Plan Filing Deadline to April 4
WILMINGTON PRINTING: Files for Bankruptcy Amids BB&T Foreclosure
WINGATE AIRPORT: Uncompleted LV Airport Hotel Files for Ch. 11

WORD WORLD: Has Deal to Sell Assets to Standard General
W.R. GRACE: Opposition to Garlock Plea for Documents Gains Support
W.R. GRACE: BlackRock Inc. Hikes Equity Stake to 5.25%

* MERS Doesn't Confer Right to Foreclose, Judge Says
* Only Motion Proper to Enforce Discharge Injunction
* Malpractice Claim Discharged Although Not Listed

* U.S. Panel to Probe FDIC Bank Resolutions, Loss-Share Deals
* Canada November Bankruptcies Rise 1.1% From October 9
* Bankruptcy Would Be 'Last Resort' for US Cities, Says Miller
* City Budget Troubles Spur States to Expand Oversight Abilities
* State Bankruptcy Proposal Criticized by Both Parties

* Cypress Group Executives Leave Firm to Form Torque Capital

* Alvarez & Marsal Boosts Advisory Team for P.E., M&A Clients
* David Drez Joins Wick Phillips

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

AARON BUERGE: Files for Chapter 7 Bankruptcy
--------------------------------------------
The Springfield News-Leader reports that banker and former TV
"Bachelor" Aaron Buerge has filed for personal bankruptcy under
Chapter 7.

Cara Restelli at KY3 News reports that according to court
documents, Mr. Buerge and his businesses are owed $7 million.
Among Mr. Buerge's largest liabilities are Trolley's restaurant
and the Vandivort Center building on Walnut Street in downtown
Springfield.

According to KY3, Mr. Buerge's filing came nine months after Mr.
Buerge's Springfield-based business Trolley's LLCs filed for
Chapter 11 bankruptcy.

Mr. Buerge is president of First National Bank.


AHERN RENTALS: Misses $10.9MM Interest Payment on Feb. 15
---------------------------------------------------------
Ahern Rentals, Inc., has not made the scheduled $10.9 million
payment of interest due on Feb. 15, 2011, on its outstanding 9.25%
Second Priority Senior Secured Notes due 2013.

Ahern has entered into a forbearance agreement with a majority of
the revolving lenders under its Credit Agreement pursuant to
which, subject to conditions, the lenders will take no action as a
result of (a) any default under the Credit Agreement that arises
from non-payment of interest on the Notes or (b) specified other
events that could result in a default between now and Aug. 21,
2011.

The decision to not make the interest payment on the Notes was
done with the support of the holders of the Term Loan under
Ahern's Credit Agreement as well as the holders of a majority of
the outstanding principal of the Notes.

In addition, effective immediately, Ahern will cease to file
current, quarterly and annual reports with the Securities and
Exchange Commission.

Ahern had previously announced on July 1, 2010 that it had engaged
Oppenheimer & Co. Inc. as its financial advisor to review
financing alternatives, including alternatives relating to the
revolving portion of its Credit Agreement which matures in August
2011.

As of Feb. 14, 2010, Ahern had availability of $33.5 million on
its revolver.

"Our decision today is an important first step in extending the
maturity of our Credit Agreement.  We are engaged in discussions
with the lenders under our Credit Agreement and the holders of a
majority of the outstanding principal of our Notes aimed at
addressing the maturity of our Credit Agreement, and our decision
to not make the payment was done with their support. The decision
was part of our strategy to extend the maturity date of the
revolving portion of our Credit Agreement, and with $33.5 million
of availability on our revolver, we have sufficient liquidity to
meet our commitments to our employees, customers and vendors,"
said Don Ahern, Chief Executive Officer.

"After a few very difficult years due to the recession in the
United States, we have been experiencing a significant improvement
in all areas of our business, particularly during the past six
months, with a significant increase in our utilization levels and
improving pricing. Ahern provides a valuable service for its
customers and the discussions with our lenders and noteholders do
not affect our commitment to continuing to offer customers highly
reliable and quality equipment and service. It is business as
usual and we anticipate no impact on our employees, customers and
vendors."

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- headquartered in
Las Vegas, Nevada, is a regional equipment supplier with 71
branches predominately in the Southwest region of the United
States.  The Company specializes in high reach equipment.  For the
12 months ended June 2010 Ahern generated revenues of $275
million.

As of Sept. 30, 2010, Ahern had $562,881,000 in total assets and
$648,871,000 in total liabilities, including second priority
senior secured notes payables of $237,870,000, and $85,990,000 in
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Moody's Investors Service lowered the probability of default
rating of Ahern Rentals to Caa3 from Caa2, the rating on Ahern's
$237 million 9.25% second lien notes due August 2013 to Ca (LGD 5,
72%) from Caa3 (LGD 5, 81%), and the speculative grade liquidity
rating to SGL-4 from SGL-3.  The corporate family rating of Caa2
has been affirmed.  The rating outlook has been revised to
negative from stable.  The downgrades reflected a weak liquidity
profile, leverage exceeding 11 times, and Moody's view that non-
residential construction activity levels in Ahern's region will
not significantly rebound in 2011.  Liquidity profile weakness
stems from near-term (August 2011) expiration of Ahern's $310
million asset-based revolving credit line, which had borrowings of
$284 million on June 30, 2010.

The Caa3 probability of default downgrade reflects a challenging
revolver refinancing environment and Moody's view that Ahern's
very high leverage increases risk of a capital re-structure/
creditor loss event that Moody's would probably consider
a default.


ALLEGIANT TRAVEL: S&P Assigns 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Allegiant Travel Co., parent of low fare airline
Allegiant Air.  At the same time, S&P assigned its 'BB-' issue-
level rating to the company's proposed $125 million secured term
loan B due 2017 with a recovery rating of '4', indicating S&P's
expectations of average (30%-50%) recovery in a payment default
scenario.  The outlook is stable.

"The ratings on Allegiant reflect its relatively small size within
the U.S. airline industry, its reliance on leisure travelers, its
relatively old and fuel-inefficient fleet (offset somewhat by low
ownership costs), and the high risk and cyclical nature of the
airline industry," said Standard & Poor's credit analyst Betsy
Snyder.  "Also incorporated in the rating is the company's low-
cost structure and low leverage, each among the best of the U.S.
rated airlines.  Under its criteria, S&P characterizes Allegiant's
business risk profile as weak and its financial risk profile as
significant."

The outlook is stable.  The rating assumes the announced fleet
additions and incremental debt, and its new Hawaii service,
resulting in a weaker financial profile (although one that's still
among the best of U.S. airlines).  "S&P could lower the rating if
earnings and cash flow are weaker than anticipated, due to higher-
than-expected fuel prices and/or weak demand and pricing, or
weaker-than-expected margins on the new Hawaii service, resulting
in FFO to debt declining to below 30% on a sustained basis," MS.
Snyder continued.  "On the other hand, if unrestricted cash
declined below $200 million, S&P could lower the rating.  S&P
believes it is unlikely the rating would be upgraded based on the
risks associated with expansion."


ALTACANADA ENERGY: Obtains Financing and Credit Facility Extension
------------------------------------------------------------------
AltaCanada Energy Corp. on Feb. 10 unveiled the first closing of
its refinancing totaling roughly C$10,300,000 comprised of
C$7,700,000 of new equity and the conversion to equity of
C$2,600,000 of debt.

The financing will reduce debt, will provide positive working
capital and enable the Company to continue its Montana Bakken
exploration program with joint venture/farm-out partners Reliable
Energy Ltd. and One Earth Oil and Gas Inc., including the drilling
of three new Montana Bakken wells, the first of which the Company
expects will be spudded on or about Feb. 24, 2011.

The refinancing of AltaCanada has been accomplished under
agreements with Cornerstone Capital Asset Management L.P., as
lead, and Stonecap Securities Inc., through the issuance of
convertible preferred shares and represents a significant
milestone for the Company, including these elements:

    * The Company's name will be changed to Montana Exploration
      Limited reflecting the Company's new focus on its
      substantial existing acreage position and other potential
      plays.

    * Charles V. Selby, currently Chairman, will assume the role
      of Executive Chairman of Montana Exploration effective
      immediately.

    * The share capital of the Company will be consolidated on the
      basis of one new share of Montana Exploration for every
      10 existing common shares of AltaCanada which was to become
      effective at the opening of trading on Tuesday, February 15,
      2011.

    * Subscriptions have been accepted for convertible preferred
      shares totaling C$7.7 million to date, with a follow-on
      closing scheduled for the week of February 14, 2011.  The
      C$7.7 million of subscriptions is comprised of:

          -- Under the terms of a participation agreement,
             AltaCanada's farm-in partner has subscribed for
             C$1.5 million and will have a six month option to
             acquire AltaCanada's Canadian non-core properties for
             their full proved and probable independent
             engineering values using a 10% NVP discount.

          -- Insiders and persons sourced by insiders of
             AltaCanada have subscribed for approximately
             C$3.0 million.

          -- The balance of the subscriptions received to date
             have been comprised of several institutional
             investors that will be well-positioned to participate
             in future financing activity by the Company if the
             current exploration program is successful.

    * Indebtedness of the Company to the National Bank of Canada
      will be reduced by C$2.275 million to a total of
      C$5.7 million and the Company will no longer be in
      forbearance with the Bank. The Company's current credit
      facility with National Bank will be extended to November 30,
      2011.  The National Bank will be issued 5,000,000 warrants,
      each to acquire one pre-consolidation common share (500,000
      post-consolidation common shares in the aggregate) in
      consideration for the extension.

    * Roughly C$3.3 million of subordinate debt of AltaCanada
      will also be exchanged for convertible preferred shares. The
      holder of the remaining subordinated debt has agreed to
      extend the repayment of such debt until November 30, 2011
      and will be granted 1,500,000 warrants, each to acquire a
      pre-consolidation common share (150,000 post-consolidation
      common shares in the aggregate) in consideration of such
      agreement.

    * Remaining proceeds from the first closing estimated at
      C$4 million will be applied to reduce the Company's trade
      payables, to meet the Company's obligations under the
      current drilling program, to pursue other exploration
      activities on the Company's lands and for other general and
      administrative costs.

Calgary, Alberta-based AltaCanada Energy Corp. (TSX-V: ANG) --
http://www.altacanada.com/-- is engaged in the acquisition,
exploitation and production of crude oil and natural gas reserves
in Western Canada and Montana.


AMBAC FINANCIAL: Plan Exclusivity Hearing on Friday
---------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York adjourned the hearing on Ambac
Financial Group, Inc.'s motion to extend exclusive periods to
file a Chapter 11 plan and solicit acceptances for that plan from
February 16, 2011 to February 18, 2011.

The adjournment was disclosed in a notice filed with the Court by
Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
counsel to the Debtor, on February 9.

The Debtor's Exclusivity Motion was previously scheduled to be
heard on February 16.

By its current request, the Debtor seeks to extend its Exclusive
Plan Filing Period through September 6, 2011 and its Exclusive
Solicitation Period through November 3, 2011.

The Court also adjourned the hearing on the Debtor's request to
extend its deadline to decide on leases.  Ambac is asking the
Court to extend the period by which it may assume or reject its
unexpired non-residential real property leases, through and
including June 6, 2011.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  KPMG LLP
is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FINANCIAL: Vanguard Disposed Of Ambac Shares
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 9, 2011, The Vanguard Group, Inc.
disclosed that that it is no longer a 5% shareholder of Ambac
Financial Group, Inc.'s common stock.  It now has 0.00% stake in
AFG.  Vanguard Group also does not own more than 5% of AFG common
stock on behalf of another person.

Vanguard Fiduciary Trust Company, a wholly owned subsidiary of
Vanguard Group, is the beneficial owner of [___] shares or 0.00%
of the common stock of AFG as a result of its serving as
investment manager of collective trust accounts.  VFTC directs
the voting of those shares.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  KPMG LLP
is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN FOLK ART: Won't Sell Artwork to Pay Interest
-----------------------------------------------------
Bloomberg News' Philip Boroff and Katya Kazakina reported earlier
this month that Maria Ann Conelli, Executive Director of The
American Folk Art Museum, said in an interview the museum won't
sell its collection to pay interest on $31.9 million it borrowed
to construct a new building, after defaulting on payments in July
2009.  Ms. Conelli said the museum will sell art only "to purchase
for the collection."  She said expects to have a balanced budget
for the fiscal year ending June 30.  "We've been hitting our
target every single month."

The American Folk Art Museum has missed a total of $3.7 million in
payments to a debt service fund for the new premises, a Jan. 5
filing to bondholders said.  According to Bloomberg, total missed
payments are up by about $2 million in the past year -- averaging
$7,700 each weekday.

The Troubled Company Reporter, citing Katherine Clarke of The New
York Observer, reported on February 2, 2011, that The American
Folk Art Museum missed a payment due Jan. 1 on municipal bonds
originally issued a decade ago to fund the move to its West 53rd
Street headquarters.  Bond insurance kicked in.  The New York
Observer indicated that the museum also has disclosed that it is
$3.7 million short of the funds needed to make the next
payment, due July, and that it has little expectation of being
able to raise the funds in the interim.


ANGARAKA LIMITED: Court Continues Hearing on Plan to March 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
continued the hearing on Angaraka Limited Partnership's proposed
Plan of Reorganization, originally scheduled for Jan. 26, 2011, to
March 3, 2011, at 9:30 a.m.

As reported in the Troubled Company Reporter on Oct. 12, 2010,
under the plan, each holder of allowed unsecured claims will
receive over a period of six months from the Effective Date, two
equal payments payable on each quarterly distribution date until
the claim is paid in full.  Old equity interests will be canceled
on the Effective Date and each holder thereof will receive equity
interests in the Reorganized Debtor equal to the old equity
interest.

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection on May 31, 2010 (Bankr. N.D. Tex. Case No. 10-33868).
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Tex., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


APPLESEED'S INTERMEDIATE: Taps Kirkland & Ellis as Bankr. Counsel
-----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as bankruptcy counsel,
nunc pro tunc to the Petition Date.

K&E will, among other things:

     a. attend meetings and negotiate with representatives of the
        Debtors' creditors and other parties in interest;

     b. take all necessary actions to protect and preserve the
        Debtors' estates, including prosecute actions on the
        Debtors' behalf, defend any action commenced against the
        Debtors and represent the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved, including objections to claims filed
        against the Debtors' estates;

     c. prepare all pleadings in connection with the Chapter 11
        cases, including motions, applications, answers, orders,
        reports and papers necessary or otherwise beneficial to
        the administration of the Debtors' estates; and

     d. represent the Debtors in connection with obtaining any
        postpetition financing and authority to continue using
        cash collateral.

The Debtors have also filed an application to tap Klehr Harrison
Harvey Branzburg LLP as co-counsel.  The Debtors intend for Klehr
Harrison to represent the Debtors in matters that Klehr Harrison
can handle more efficiently than K&E or which cannot be handled by
K&E due to conflicts of interest.  The Debtors assure the Court
that the services of Klehr Harrison will complement, and not
duplicate, the services to be rendered by K&E.  K&E will implement
appropriate procedures to ensure that there is minimal, if any,
duplication.

K&E will be paid based on the rates of its professionals:

        Richard M. Cieri                   $995
        Joshua A. Sussberg                 $715
        Brian E. Schartz                   $590
        Partners                         $590-$995
        Of Counsel                       $450-$995
        Associates                       $360-$715
        Paraprofessionals                $145-$305

Richard M. Cieri, a partner at K&E, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

A hearing on the Debtors' request to hire K&E has been rescheduled
to February 18, 2011, at 2:00 p.m. (ET).  The hearing was
initially set for February 11, 2011.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Domenic E. Pacitti, Esq., at Klehr Harrison
Harvey Branzburg LLP, serves as local counsel to the Debtors.
Moelis & Company LLC is the Debtors' investment banker and
financial advisor.  Alvarez & Marshal North America, LLC, is the
Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is the
Debtors' independent auditor.  Kurtzman Carson Consultants LLC is
the notice, claims and balloting agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at
$500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Appleseed's Intermediate Holdings LLC and
its debtor-affiliates.

The members of the Committee are:

   1) RR Donnelley & Sons Company
      Attn: Dan Pevonka
      3075 Highland Parkway, Downers
      Grove, Illinois 60515
      Tel: 630-322-6931
      Fax: 630-322-6052

   2) Gould Paper Corp.
      Attn: Michael Ritter
      11 Madison Avenue
      New York, New York 10010
      Tel: 212-301-8682
      Fax: 212-547-3409

   3) News America Marketing
      Attn: Joseph M Borrow
      20 Westport Road
      Wilton, Connecticut 06897
      Tel: 203-563-6304
      Fax: 203-563-6736

   4) Protex International
      Attn: Carl Jenkins
      1771 Cardinal Way
      Hatfield, Philadelphia 19440
      Tel: 215-721-7504
      Fax: 215-721-7505

   5) Eastman Footwear Group, Inc.
      Attn: Max M. Mizrachi
      34 West 33rd Street, 7th Floor
      New York, New York 10001
      Tel: 212-629-0282
      Fax: 212-268-4169

   6) Seasons Apparel Inc.
      Attn: Mitchel Nichnowitz
      1010 Crenshaw Blvd., Suite 250
      Torrance, California 90501
      Tel: 732-821-4779
      Fax: 732-940-0468

   7) Valassis
      Attn: Hal Manoian
      One Target Centre
      Windsor, Connecticut 06095
      Tel: 860-285-6336
      Fax: 860-285-6480

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.

                  About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is
the Debtors' independent auditor.  Kurtzman Carson Consultants LLC
is the notice, claims and balloting agent.  Appleseed's
Intermediate estimated assets at $100 million to $500 million and
debts at $500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Wants Klehr Harrison as Co-Counsel
------------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Klehr Harrison Harvey Branzburg LLP as co-
counsel, nunc pro tunc to the Petition Date.

Klehr Harrison will:

     a. advise the Debtors of their rights, powers and duties as
        debtors and debtors in possession;

     b. take necessary action to protect and preserve the debtors'
        estates, including the prosecution of actions on the
        Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved and the preparation of objections
        to claims filed against the Debtors' estates;

     c. prepare motions, applications, answers, orders, reports
        and papers in connection with the administration of the
        Debtors' estates; and

     d. perform all other necessary legal services in connection
        with the Debtors' Chapter 11 cases.

The Debtors have also filed an application to retain and employ
Kirkland & Ellis LLP as co-counsel to Klehr Harrison.  The Debtors
intend for Klehr Harrison to represent the Debtors in matters that
Klehr Harrison can handle more efficiently or which cannot be
handled by K&E due to conflicts of interest.  The Debtors assure
the Court that Klehr Harrison will complement, and not duplicate,
the services to be rendered by K&E.  Klehr Harrison will implement
appropriate procedures to ensure that there is minimal, if any,
duplication.

Klahr Harrison will be paid based on the rates of its
professionals:

        Partners                       $400-$660
        Of Counsel                     $325-$400
        Associates                     $250-$385
        Paraprofessionals                $175

Domenic E. Pacitti, Esq., a partner at Klehr Harrison, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

A hearing on the Debtors' request to hire K&E has been rescheduled
to February 18, 2011, at 2:00 p.m. (ET).  The hearing was
initially set for February 11, 2011.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Moelis & Company LLC is the Debtors'
investment banker and financial advisor.  Alvarez & Marshal North
America, LLC, is the Debtors' restructuring advisor.
Pricewaterhousecoopers LLP is the Debtors' independent auditor.
Kurtzman Carson Consultants LLC is the notice, claims and
balloting agent.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to
$1 billion in its Chapter 11 petition.


ARROWHEAD GENERAL: S&P Gives Stable Outlook, Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Arrowhead General Insurance Agency Inc. to stable from negative.
At the same time, Standard & Poor's affirmed its 'B-' counterparty
credit rating on Arrowhead.

Standard & Poor's also assigned a 'B-' rating on Arrowhead's
pending $115 million first-lien term loan, due 2016, and
$15 million revolver, due 2015.  S&P expects the revolver to
remain undrawn at closing.  The recovery rating on the senior
secured credit facilities is '3', which indicates S&P's
expectation of meaningful (50%-70%) recovery for lenders in the
event of a payment default.

In addition, S&P assigned a 'CCC' rating on Arrowhead's pending
$42 million second-lien term loan, due in 2017.  The recovery
rating on the second-lien term loan is '6', indicating S&P's
expectation of negligible (0%-10%) recovery for lenders in the
event of a payment default.

"S&P revised the outlook to stable, in part, to reflect its view
that Arrowhead's refinancing will improve its liquidity metrics
prospectively," said Standard & Poor's credit analyst John Iten.
"S&P expects the new credit agreement to have more favorable
financial covenants than those of its existing facilities, which
should mitigate S&P's concerns on Arrowhead remaining covenant-
compliant."

The stable outlook also reflects Standard & Poor's view that
Arrowhead's operating performance moderately improved from the
prior year.  Additionally, in Standard & Poor's view, Arrowhead's
management team is strong.

"S&P expects that Arrowhead will continue to produce strong
operating performance in 2011 and 2012," said Mr. Iten.  "S&P also
expect moderate top-line growth, fixed charge coverage at 2.0x or
higher, and debt to EBITDA of 5.0x or lower in 2011.
Additionally, S&P expects the company to remain in compliance with
its quarterly scheduled bank loan covenants with reasonable
cushions."


BAYTEX ENERGY: S&P Assigns 'BB-' Rating to US$150 Mil. Debt
-----------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'BB-'
issue-level debt rating and '5' recovery rating to Calgary, Alta.-
based Baytex Energy Corp.'s proposed US$150 million senior
unsecured debt issue due 2021.  At the same time, Standard &
Poor's raised its issue-level rating on the company's existing
C$150 million senior unsecured notes to 'BB-' from 'B+' and
revised the recovery rating to '5' from '6', indicating S&P's
expectation of modest (10%-30%) recovery at the time of default
for both note issues.

S&P has revised its enterprise valuation and recovery ratings to
reflect S&P's opinion of the company's expected reserves growth in
2010 from year-end 2009 reported reserves, and S&P's updated
assumption that borrowing base limits and bank
overcollateralization targets will restrict the total claim on the
asset-based lending credit facility to no more than 85% of S&P's
reserves valuation at the time of default.  As a result, S&P's
recovery analysis incorporates an expectation that the borrowing
base would be reduced in the distressed price environment
contemplated in S&P's simulated default scenario.

"Although S&P has maintained a very conservative unit reserves
valuation, due to the high proportion of lower value heavy oil in
the company's reserves portfolio, based on S&P's revised valuation
methodology, S&P estimates greater potential recovery at the time
of default, than what was calculated under its previous valuation
methodology," said Standard & Poor's credit analyst Michelle
Dathorne.  "S&P's estimated enterprise value also includes its
expectation that Baytex's 2010 reserves base will increase from
the company's reported 2009 year-end reserves," Ms. Dathorne
added.

Baytex is a Canadian conventional oil and gas upstream company
that produces heavy oil, light oil, and natural gas.  The heavy
oil production accounts for approximately 60% of production and
70% of oil-equivalent reserves.  Its operations consist
predominantly of cold primary production, which produces
conventional heavy oil without the assistance of steam injection.
The light oil and natural gas operations produce light and medium
gravity crude oil, natural gas, and natural gas liquids from
fields in Alberta and British Columbia.

                           Ratings List

                        Baytex Energy Corp.

     Corporate credit rating                      BB/Stable/-

                          Rating Assigned

         Prop US$150 mil. sr. unsec. debt due 2021    BB-
          Recovery rating                             5

               Rating Raised/Recovery Rating Revised

                                            To           From
                                            --           ----
    C$150 mil. sr. unsec. debt due 2021     BB-          B+
      Recovery rating                       5            6


BERNARD L MADOFF: Wilpon Wants Early Discovery From Trustee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fred Wilpon and his family, the owners of the New
York Mets baseball club, filed a motion in bankruptcy court
demanding that Irving Picard, the trustee for Bernard L. Madoff
Investment Securities Inc., turn over evidence the trustee
obtained from third parties such as Merrill Lynch & Co. Inc.  Mr.
Wilpon wants the evidence the trustee has in possession as a
matter of "simple fairness" notwithstanding that the Wilpon Group
has not yet filed an answer to the lawsuit.

According to the report, Mr. Wilpon says he wants to know the
information the trustee had in his possession from third parties
when he filed the complaint in December.  Mr. Wilpon says it's a
matter of "simple fairness" to permit discovery from the trustee
at this point in the lawsuit, even though the Wilpon defendants
are yet to file an answer.  The Madoff trustee, however, objects
to the proposal, saying there is no right to discovery this early
in a lawsuit.

A hearing on the request is scheduled for Feb. 22.

As reported by the Troubled Company Reporter in January 2011, 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.

The bankruptcy judge has directed the trustee and the Wilpon group
to mediate with former New York Governor Mario M. Cuomo.

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

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

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

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

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

As of Oct. 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: 'Surrogate Father' Moved Billions in Account
--------------------------------------------------------------
Bob Van Voris at Bloomberg News reports that Norman F. Levy, a New
York real estate broker described as a "surrogate father" to
Bernard Madoff, transferred more than $83 billion in and out of
his account with the convicted con man from 1998 to 2001, the
Securities Investor Protection Corp. said in a letter.

Other Madoff clients put in a total of $10.2 billion and took out
$8.5 billion during the same period, according to a Jan. 24 letter
from the SIPC to U.S. Representative Scott Garrett, a Republican
from New Jersey, who is looking into the fraud.  Mr. Levy died in
2005 at age 93.

Suspicious transactions by the customer dealing with Mr. Madoff's
firm "most often and in the largest dollar amount" during that
time should have alerted JPMorgan Chase & Co. to the Ponzi scheme,
according to allegations in a complaint against the bank demanding
$6.4 billion for its role in managing Mr. Madoff's main account,
Bloomberg News said.

A copy of the SIPC's Jan. 24 Letter is available for free at:

        http://bankrupt.com/misc/SIPC_Jan24_Letter.pdf

                  Lawsuit Against Customer 1

Irving Picard, the trustee liquidating Mr. Madoff's firm, claims
in the complaint that JPMorgan, the second-largest U.S. bank by
assets, was aware of "what appeared to be a check-kiting scheme"
in December 2001 between Mr. Madoff and a customer. The client,
identified only as "Customer 1," also engaged in "suspicious loan
activity" involving Customer 1 and another longtime Madoff friend,
according to the complaint, which was unsealed last week.

According to Bloomberg News, based on the transaction figures
produced by the SIPC for Mr. Garrett, Mr. Levy is the only
investor in Mr. Madoff's defunct investment firm, Bernard L.
Madoff Investment Securities LLC, whose transaction volume matches
up with Mr. Picard's allegations against Customer 1.

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

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

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

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

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

As of Oct. 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.


BLOSSOM VALLEY: Has to Confirm Plan by July 18 to Avoid Conversion
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
directed Blossom Valley Investors, Inc., and Pear Avenue Investors
LLC, to file a new plan and disclosure statement by April 1, 2011,
and have a plan confirmed by July 18, or their Chapter 11 case may
be converted.

As reported in the Troubled Company Reporter on Jan. 25, 2010, the
Debtors have filed a plan that provides for the sale of the
Debtors' interest in Messina Condos and Oak Knoll single family
homes properties, collectively valued at $34.3 million.  According
to the Debtors' case docket, the Court held a hearing on Jan. 13,
to consider adequacy of the proposed Plan of Reorganization.

The Plan contemplates payment, in full, of any of the priority
unsecured claims on the initial distribution date.  Unsecured
claims held by insiders are subordinated to all other classes and
will be paid from the net proceeds of Messina Gardens and Oak
Knoll as the net proceeds become available, only after other
classes have been paid in full.  A full-text copy of the
Disclosure Statement, as amended, is available for free at:

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

                About Blossom Valley Investors, Inc

San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 protection (Bankr.
N.D. Calif. Case Nos. 09-57669 and 09-57670) on Sept. 10, 2009.
Joseph R. Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin
Cohn Ferris Glovsky Popeo PC, represent the Debtors in their
restructuring efforts.  Blossom Valley disclosed $45,825,415 in
assets and $42,237,904 in liabilities as of the Chapter 11 filing.


BORDERS GROUP: Files for Chapter 11 in Manhattan
------------------------------------------------
BORDERS GROUP BANKRUPTCY NEWS reports that Borders Group Inc. and
its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011.

"It has become increasingly clear that in light of the environment
of curtailed customer spending, our ongoing discussions with
publishers and other vendor related parties, and the company's
lack of liquidity, Borders Group does not have the capital
resources it needs to be a viable competitor and which are
essential for it to move forward with its business strategy to
reposition itself successfully for the long term," Mike Edwards,
Borders Group President, said in a press release announcing the
Chapter 11 filing.

Borders said that it has received commitments for $505 million in
debtor-in-possession financing led by GE Capital, Restructuring
Finance.

Borders said that it is serving customers in the normal course,
including honoring its Borders Rewards program, gift cards and
other customer programs.

Borders, however, said it has identified certain underperforming
stores -- equivalent to approximately 30% of the company's
national store network -- that are expected to close in the next
several weeks.  A list of the 200 closing stores is available at
no charge at:

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

Borders emphasized that the closings were a reflection of economic
conditions, cost structures and viability of locations, among
other factors, and not on the dedication and productivity of the
workforce in these stores.

                            Financials

For the fiscal year ended Jan. 29, 2011, Borders recorded net
sales of approximately $2.3 billion.  As of Dec. 25, 2010, the
Debtors had incurred net year-to-date losses of approximately
$168.2 million.

Borders had total assets of $1.28 billion and total debts of
$1.29 billion as of Dec. 25, 2010.

A total of $196.05 million is outstanding under a prepetition
revolver from lenders, led by Bank of America, N.A., as
administrative agent. and $48.6 million under a prepetition term
loan from lenders led by G.A. Capital, as administrative agent.
The prepetition revolver and term loan are secured by
substantially all of Borders' assets, excluding real estate
holdings.

Pershing Square Capital Management, L.P., LeBow Gamma Limited
Partnership, UBS AG, and Bennett S. LeBow each owns or controls
with the power to vote 5% or more of the voting securities of the
Debtor.  As of Feb. 8, a total of 72,042,189 shares were
outstanding with 2,413 holders of these shares.

                       Store Closing Sales

Borders Group has submitted to the Bankruptcy Court an emergency
motion for approval to sell merchandise and owned furniture,
fixtures and equipment located at approximately 200 of their
stores and, at Borders' option, up to 75 of 136 potential other
stores, through store closing sales.

According to Holly Felder Etlin, managing director of AP Services
LLC, the 200 underperforming stores identified by Borders are
operating at a significant loss and represent a drain on Borders'
liquidity.  Each week the 200 stores remain open causes Borders to
suffer approximately $2 million of losses.  Border has ceased
supplying the closing stores.

Before filing for bankruptcy, Borders Group, on Feb. 3, 2011,
through their then advisors at FTI Consulting, Inc., began
contacting the nation's largest liquidation firms to gauge
interest in a process to solicit bids for store closing sales.
Two groups -- (1) Great American Group LLC and Gordon Brothers
Retail Partners LLC and (2) Hilco Merchant Resources, LLC, Tiger
Capital, and SB Capital Group -- participated in bidding for a
stalking horse position.  Following a 3-day bidding, on Feb. 13,
the Hilco Group emerged as the party with the higher and better
bid.  Compared to the GB Group's bid, the Hilco Group's bid
provides a guaranty percentage that is 2% higher, which equates to
almost $4 million more in proceeds for the Debtors.

The Hilco Group's bid would pay the Debtors (i) a guaranteed
amount of 73% of the cost value of all merchandise located at the
Closing Stores and which Borders estimate will bring at least $131
million and as much as $148 million into the estates, plus (ii) a
50% share of any proceeds received during the SCSs after a 5% fee
and recovery of expenses.

Borders Group is seeking the Bankruptcy Court's approval to
conduct an auction to select a liquidator where the Hilco Group is
the stalking horse bidder.  Hilco Group will receive a $1,000,000
break-up fee if it is outbid at the bankruptcy auction.

                      About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.

As of Feb. 11, 2011, Borders employed a total of 6,100 full-time
employees, 11,400 part-time employees, and approximately 600
contingent employees (who are required to work one shift per
month, and usually do so at special events), all of whom are
located in the United States and Puerto Rico.  Borders' employees
are not subject to any collective bargaining agreements.

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


BORDERS GROUP: Gets Court Approval of GE Capital DIP Financing
--------------------------------------------------------------
Borders Group Inc. disclosed that the U.S. Bankruptcy Court for
the Southern District of New York has approved its $505 million in
debtor-in-possession financing led by GE Capital, Restructuring
Finance.  Borders will use the funds, among other things, to pay
vendors, publishers and other suppliers for post-petition goods
and services and to operate its day-to-day business.

In addition, Borders announced that the Court has approved
additional "First Day Motions" so that ongoing business will not
be disrupted.  In this regard, Borders received permission from
the Court to, among other things:

  * Honor its Borders Rewards and Borders Rewards Plus programs,
    gift cards and other customer programs;

  * Pay its employee wages and benefits substantially in the
    ordinary course of business; and,

  * Continue to maintain its cash management systems.

Mike Edwards, President, Borders Group, stated, "We are moving
quickly right at the outset of the Chapter 11 process to restore
stability to our business and protect our enterprise and its
brand.  We now have financing to pay our vendors and other related
parties in a timely fashion for post-petition goods and services,
with the funding and related court approvals to operate our
business effectively on a day-to-day basis.  We look forward to
continuing to meet the needs of our customer base and being a
preeminent and innovative retailer in this space."


                          *     *     *

The Wall Street Journal's A.D. Pruitt reports that Chief Judge
Arthur Gonzalez of U.S. Bankruptcy Court in Manhattan on Wednesday
held off ruling on a Borders Group's motion establishing its
store-closing procedures, saying that matter would be heard
Thursday morning.

Borders plans to close roughly a third of its 642 stores, with the
largest number of closings in California, Florida, Illinois and
Texas.  According to the Journal, the 4.9 million square feet of
store closings will be especially painful for smaller shopping
centers anchored by Borders's superstores.  Their average vacancy
rate will more than double to 9.5% from 4.2%, the Journal relates,
citing commercial real estate researcher CoStar Group.  That's
higher than the national average of 7.2%, CoStar said.

CoStar saidshopping centers that have Borders superstores comprise
some 86 million square feet of retail space in total.  "It's a
huge impact," said Chris Macke, senior retail strategist with
CoStar.

According to the Journal, one of the hardest hit landlords will be
Farmington Hills, Mich.-based Agree Realty Corp., a small real
estate investment trust which counts Borders as its second-largest
tenant, after Walgreen Co. Borders leases 14 of the 80 properties
that Agree owns and operates.  Of those, five stores accounting
for $2.6 million in annual rental revenue, some 7% of the
company's total, are slated for closing.

The Journal reports that Agree said in a statement it "anticipated
such an event and worked to diversify" its tenants.  Agree's
shares have fallen 9.8% since the beginning of the year.  Agree
also owns Borders's headquarters in Ann Arbor.

The Journal relates that Jim Sullivan, an analyst at research firm
Green Street Advisors, said that nearly all the retail REITs have
Borders as a tenant, but most receive less than 1% of their total
rental revenue from those leases.  He said that Simon Property
Group, the country's largest retail landlord, has leases for
roughly 20 Borders stores at its 200 U.S. malls.

The Journal also notes General Growth Properties Inc., which
emerged from bankruptcy protection in November, holds leases for
36 Borders stores.  GGP declined to comment on how many of the 36
would be shuttered.

The Journal notes Mr. Sullivan, of Green Street, predicted it will
be difficult for landlords to fill the larger Borders bookstores
that have two stories because not many tenants accept such spaces.
"What works for bookstores doesn't work for a lot other retail
uses," he said.

                      About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.

As of Feb. 11, 2011, Borders employed a total of 6,100 full-time
employees, 11,400 part-time employees, and approximately 600
contingent employees (who are required to work one shift per
month, and usually do so at special events), all of whom are
located in the United States and Puerto Rico.  Borders' employees
are not subject to any collective bargaining agreements.

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


BORDERS GROUP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Borders Group, Inc.
        100 Phoenix Drive
        Ann Arbor, MI 48108

Bankruptcy Case No.: 11-10614

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
Borders, Inc.                                   11-10615
Borders International Services, Inc.            11-10616
Borders Direct, LLC                             11-10617
Borders Properties, Inc.                        11-10618
Borders Online, Inc.                            11-10619
Borders Online, LLC                             11-10620
BGP (UK), Limited                               11-10621

Chapter 11 Petition Date: February 16, 2011

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

Bankruptcy Judge: Martin Glenn

Type of Business: Borders Group runs more than 500 Borders
                  superstores in about 45 states and Puerto Rico,
                  as well as about 175 small-format shops under
                  the Waldenbooks, Borders Express, and Borders
                  Outlet banners.  Its bookstores offer up to
                  170,000 book, music, and movie titles and
                  regularly host live literary events and musician
                  showcases to attract customers.  The chain also
                  peddles products via its Web site.

Debtors'
Legal Counsel:   David M. Friedman, Esq.
                 David S. Rosner. Esq
                 Andrew K. Glenn, Esq.
                 Jeffrey R. Gleit, Esq.
                 KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
                 1633 Broadway
                 New York, New York 10019
                 Telephone: (212) 506-1700
                 Facsimile: (212) 506-1800
                 E-mail: DFriedman@kasowitz.com
                         DRosner@kasowitz.com
                         AGlenn@kasowitz.com
                         JGleit@kasowitz.com

Debtors'
Financial
Advisors:        JEFFERIES & COMPANY'S INC.

Debtors'
Lease and
Real Estate
Services
Provider:        DJM PROPERTY MANAGEMENT

Debtors'
Interim
Management and
Restructuring
Services
Provider:        AP SERVICES LLC

The Debtors'
Claims and
Notice Agent:    THE GARDEN CITY GROUP, INC.
                 P.O. Box 9690
                 Dublin, Ohio 43017-4990

Counsel for
the DIP Agents:  MORGAN, LEWIS & BOCKIUS LLP
                 Wendy Walker, Esq.
                 Sandra Vrejan, Esq.
                 COUNSEL FOR THE WORKING CAPITAL AGENT

                 RIEMER & BRAUNSTEIN LLP
                 Donald E. Rothman, Esq.
                 COUNSEL FOR GA CAPITAL LLC

Attorneys for
Bank of
America, N.A.,
Agent for
Prepetition
Revolving
Lenders:         Julia Frost-Davies, Esq.
                 Andrew Gallo, Esq.
                 BINGHAM MCCUTCHEN LLP

Total Assets: $1.28 billion as of Dec. 25, 2010

Total Debts: $1.29 billion as of Dec. 25, 2010

The petitions were signed by Scott Henry, the Debtor's chief
financial officer.

Borders Group's List of 30 Largest Unsecured Creditors:

Entity/Person                  Nature of Claim      Claim Amount
-------------                  ---------------      ------------
Penguin Putnam Inc.                Trade Debt         $41,118,914
200 Old Tappan Road
Bldg. 1
Attn: Lindsay Carter
Old Tappan, NJ07675
Attn: Jim Crofton
Phone: (201) 767-2918
Fax: (201) 767-5029
E-mail: jim.crofton@us.penguingroup.com


Hachette Book Group                Trade Debt         $36,879,656
USA
P.O. Box 8828
Boston, MA 02114-8828
Attn: Tom Maciag
Phone: (800) 759-0190
Fax: (800) 286-9471
E-mail: Tom.Maciag@hbgusa.com

Simon & Schuster Inc.              Trade Debt         $33,757,445
JP Morgan
Attn: Lockbox 70660
131 S. Dearborn 6th Fl.
Chicago, IL 60603
Attn: Dennis Eulau
Phone: (800) 732-1685
Fax: (201) 767-5029
E-mail: dennis.eulau@simonandschuster.com

Random House                       Trade Debt         $33,461,062
Box 223384
500 Ross Street 154-0455
Pittsburgh, PA 15262
Attn: Anne Davis
Phone: (410) 386-7414
Fax: (410) 386-7439
E-mail: andavis@randomhouse.com

Harper Collins                     Trade Debt         $25,793,451
Publishers
P.O. Box 360846
Pittsburgh, PA 15251-6846
Attn: Janet Gervasio
Phone: (570) 941-1495
Fax: (570) 941-1553
E-mail: janet.gervasio@harpercollins.com

Macmillan/MPS                      Trade Debt         $11,434,306
175 Fifth Avenue
New York, NY 10010
Attn: Peter Garabedian
Phone: (540) 672-7600 ext. 7544
Fax: (540) 672-7540
E-mail: Peter.Garabedian@macmillan.com

John Wiley and Sons Inc.           Trade Debt         $11,191,435
Attn: Kevin Glennon
432 Elizabeth Avenue
Somerset, NJ 08873
Phone: (732) 302-2210
Fax: (732) 320-2300
E-mail: kglennon@wiley.com

Perseus Distribution Services      Trade Debt          $7,776,292
15636 Collections Center Drive
Chicago, IL 60693
Attn: Charles Gallagher
Phone: (212) 223-2969 ex. 134
Fax: (212) 223-1504
E-mail: Charles.gallagher@PerseusBooks.com

Source Interlink Companies         Trade Debt          $6,879,906
275000 Riverview Center Boulevard
Suite 201
Bonita Springs, FL 34134
Attn: Alene Mangino
Phone: (239) 949-4450
Fax: (239) 495-5158
E-mail: Alene.Mangino@sorc.com

Twentieth Century Fox              Trade Debt          $6,445,467
Bank of America
Attn: Lockbox #402665
6000 Feldwood Road
College Park, GA 30349
Attn: Al Leonard
Phone: (310) 369-5083
Fax: (310) 369-8799
E-mail: Al.Leonard@fox.com

Seattle's Best Coffee Inc.         Trade Debt &        $4,991,818
P.O. Box 84348                     Commission
Seattle, WA 98124-5648
Attn: Frank Smith
Phone: (206) 318-5258
Fax: (206) 624-3262
E-mail: frank.smith@seattlesbest.com

F&W Media Inc.                     Trade Debt          $4,546,275
P.O. Box 715157
Columbus, OH 43271-5157
Attn: Amanda Enderle
Phone: N/A
Fax: (513) 531-4082
E-mail: Amanda.Enderle@fwmedia.com

Houghton Mifflin Harcourt          Trade Debt          $4,400,756
Attn: Mary A. Durrance, Finance
Credit Department
9400 South Pk Center Loop
Orlando, FL 32819
Attn: Jim Diamond
Phone: (800) 521-3185 ext. 3234
Fax: (407) 363-6917
E-mail: James.Diamond@hmhpub.com

Sony Music Entertainment Inc.       Trade Debt         $4,273,824
c/o Mellon Bank
Dept. Ch 10247
Palatine, IL 60055-0247
Attn: Neil Carfora
Phone: (800) 444-6922
Fax: (201) 777-3694
E-mail: Neil.Carfora@sonymusic.com

Workman Publishing Company          Trade Debt         $4,003,126
225 Varick Street
9th Floor
New York, NY 10014-4381
Attn: Phil Gerace
Phone: (212) 254-5900
Fax: (212) 254-8098
E-mail: phil@workman.com

Diamond Comic Distributors          Trade Debt         $3,906,550
1966 Greenspring Dr. #300
Timonium, MD 21093
Attn: Larry Swanson
Phone: (410) 427-9339
Fax: (212) 254-8098
E-mail: phil@workman.com

U M G D                             Trade Debt         $3,754,699
c/o Bank of America
P.O. Box 98279
Chicago, OK 60693
Attn: Joe Flores
Phone: (800) 779-6699
Fax: (317) 595-5190
E-mail: jlflores@umusic.com

Warner Elektra Atlantic             Trade Debt         $3,396,812
Dept Ch 10125
Palatine, IL 60055-0125
Attn: James Theodoulou
Phone: (818) 238-6489
Fax: (818) 729-3568
E-mail: James.Theodoulou@wmg.com

The McGraw-Hill Companies           Trade Debt         $3,093,871
P.O. Box 2258
Carol Stream, IL 60132-2258
Attn: Phil Ruppel
Phone: (800) 722-4726
Fax: (614) 755-5654
E-mail: philip_ruppel@mcgraw-hill.com

Sony Pictures Home Ent              Trade Debt         $2,930,139
c/o Mellon Bank
P.O. Box 120001
Dept. 0648
Dallas, TX 75312-0648
Attn: Neil Carfora
Phone: (310) 255-5593
Fax: (310) 861-5068
E-mail: Neil.Carfora@sonymusic.com

Pearson Education Inc.              Trade Debt         $2,784,766
200 Old tappan Road
Old Tappan, NJ 07675
Attn: Jim Crofton
Phone: (201) 964-6104
Fax: (201) 767-5029
E-mail: jim.crofton@us.penguingroup.com

Rosetta Stone Ltd.                  Trade Debt         $2,226,553
Dept. Ch 17714
Palatine, IL 60055-7714
Attn: Matt Sysak
Phone: (540) 236-5428 ext. 5135
Fax: (540) 432-0953
E-mail: msysak@rosettastone.com

National Book Network Inc.          Trade Debt         $1,956,713
P.O. Box 62188
Baltimore, MD 21264-2188
Attn: Jeff Harris
Phone: (717) 794-3800
Fax: (717) 794-3804
E-mail: jharris@nbnbooks.com

WW Norton & Company Inc.            Trade Debt         $1,940,826
Box 2626
P.O. Box 8500
Philadelphia, PA 19178-2626
Attn: Katherine Pinto
Phone: (212) 354-5500
Fax: (800) 458-6515
E-mail: kpinto@wwnorton.com

Zondervan Corporation               Trade Debt         $1,886,752
Department CH10303
Palatine, IL 60055-0303
Attn: Angela Harms
Phone: (800) 727-1309
Fax: (616) 698-3350
E-mail: angela.harms@zondervan.com

EMI Music                           Trade Debt         $1,782,358
Dept. CH 17714
Palatine, IL 60055-0380
Attn: Gil Castaniada
Phone: (323) 871-5414
Fax: (800) 288-2362
E-mail: Gil.Castaniada@emicap.com

Hay House Inc.                      Trade Debt         $1,725,589
P.O. box 5100
2776 Loker Ave W
Carlsbad, CA 92018
Attn: Reid Tracy
Hone: (760) 431-7695
Fax: (760) 929-2035
E-mail: RTracy@HayHOuse.com

Elsevier Science                    Trade Debt         $1,606,992
P.O. Box 0848
Carol Stream, IL 60132-0848
Emmett Hamilton
Phone: (314) 523-5036
Fax: (314) 453-7020
E-mail: E.Hamilton@Elsevier.com

Papyrus-Recycled Greetings          Trade Debt         $1,490,891
3613 Solutions Center
Chicago, IL 60677-3006
Attn: Connie Holland
Phone: (800) 777-9498
Fax: (773) 868-8329
E-mail: Connie.Holland@prgreetings.com

Publications Intl Ltd               Trade Debt         $1,079,421
Dept 77 3401
Chicago, IL 60678-3401
Attn: Tom Broughton
Phone: (212) 986-1782
Fax: (847) 676-3671
E-mail: TBroughton@pubint.com


BORDERS GROUP: 5 Agree Realty Properties Included in Closings
-------------------------------------------------------------
In connection with the bankrutpcy filing of Borders Group, Inc..
and certain of its subsidiaries, including Borders, Inc., Agree
Realty Corporation announced that it currently has 14 properties
leased to Borders, Inc. under triple net leases, including 13
retail properties and the Borders Group, Inc. corporate
headquarters in Ann Arbor, Michigan.  Two of the Borders retail
locations are not occupied by Borders, but are occupied by
subtenants under sublease agreements.  The Company records
annualized rental revenues of approximately $7.4 million,
including approximately $1 million in non-cash rental revenues
annually, from Borders, Inc.  The revenue from Borders amounts to
approximately 20% of the Company's annualized base rental
revenues.  Borders filed an anticipated store closing list with
the bankruptcy court that included five of the Company's
properties, which five stores generate approximately $2.6 million
of the Company's annualized base rental revenues.  The various
leases are with Borders, Inc. and are guaranteed by Borders Group,
Inc.

The Company has provided substitute borrowing base properties to
replace Borders stores under its $55 million credit facility, and
the credit facility banks have acknowledged that the financial
condition of Borders and any default under any of the non-recourse
loans secured by a property leased to Borders shall not be deemed
a default under the credit facility.

"We wish Borders success in their plans announced today to
restructure and operate under Chapter 11," said Joey Agree,
President and Chief Operating Officer of the Company. "While
uncertainty has clouded Borders for the past three years, our
organization has anticipated such an event and worked to diversify
our portfolio with leading national retailers."

                        About Agree Realty

Agree Realty is engaged in the ownership, management and
development of properties which are primarily single tenant
properties leased to major retail tenants and neighborhood
community shopping centers. The Company owns and operates a
portfolio of 80 properties, located in 17 states and containing
3.5 million square feet of leasable space.


BRANSON AIRPORT: In Restructuring Talks With Goldman, Bondholders
-----------------------------------------------------------------
Bloomberg News' Jonathan Keehner, Martin Z. Braun and Jeffrey
McCracken reported earlier this month that Branson Airport LLC,
which is led by former Greenwich Capital Markets executive Stephen
Peet, is in talks with a fund managed by New York-based Goldman
Sachs and other bondholders over restructuring debt, according to
a person familiar with the project.

The Goldman Sachs fund, according to Bloomberg, holds revenue
bonds backed by Branson Airport, a privately owned $155 million
facility that opened in May 2009 in the Ozark Mountain region near
Branson, Missouri.  If an agreement can't be reached on adjusting
debt terms and infusing more equity in the project, creditors
could seek control of the airport, which includes a 58,000-square-
foot terminal, the person told Bloomberg.

Bloomberg said the airport, which has dipped into reserve funds to
pay bondholders, lost $9.8 million for the first three quarters of
2010, according to its filings.

Bloomberg also said Jeff Bourk, executive director of the airport,
and Mr. Peet didn't return calls and e-mails seeking comment.
Goldman Sachs spokeswoman Andrea Raphael declined to comment.


BROWNIE'S MARINE: Trebor Unit Faces BB&T Foreclosure Suit
---------------------------------------------------------
Branch Banking and Trust Company has sued Trebor Industries, Inc.,
a wholly owned subsidiary of Brownie's Marine Group, Inc., in the
Circuit Court of the 17th Judicial Circuit in and for Broward
County Florida to enforce a mortgage and a promissory with a
balance of $885,000 and a second mortgage and promissory note with
a balance of $199,991.  Trebor received a copy of the suit on
January 25, 2011.

Brownie's Marine Group disclosed under the Company's Form 10-Q for
the period ended Sept. 30, 2010, that Trebor converted its
revolving line of credit that matured on December 2, 2009, into
the Term Loan that matures on Feb. 12, 2011.  As part of the
conversion, Trebor granted BB&T a second mortgage on the
underlying security, which includes a mortgage on Brownie's Marine
Group's executive offices and manufacturing facilities located in
Fort Lauderdale, Florida and Trebor's assets and inventory.  The
Company's chief executive officer also executed a personal
guaranty of all amounts due under the Secured Notes.

On Sept. 15, 2010, Trebor received a default letter from BB&T
demanding Secured Notes, be brought current by October 15, 2010.
Under the terms of the default notice, if Brownie's Marine Group
failed to bring the loans current by Oct. 15, 2010, the Bank would
accelerate as due the full principal and accrued interest due
under the Secured Notes, as well as initiate collection and legal
action and seek foreclosure on the Security.  As of Dec. 31, 2010,
the Company was roughly five months in arrears on payments to
BB&T.

Under the Complaint, BB&T has demanded a judgment in its favor of
$1,083,965, as of Jan. 10, 2011, which reflects the outstanding
balance on the Secured Notes, together with additional interest
and court and attorney fees.  Brownie's Marine Group intends to
respond to the Complaint and defend the action commenced by BB&T.
In addition, the Company will also explore a possible settlement
or forbearance agreement with BB&T.  There can be no assurance
that the Company will be able to negotiate a settlement or
forbearance agreement with BB&T.   Any judgment in favor of BB&T
would have a material adverse impact on the Company's continuing
business and operations.

                   About Brownie's Marine Group

Brownie's Marine Group, Inc., designs, tests, manufactures and
distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products through its wholly owned subsidiary Trebor
Industries, Inc.  The Company sells its products both on a
wholesale and retail basis, and does so from its headquarters and
manufacturing facility in Fort Lauderdale, Florida.  The Company
does business as (dba) Brownie's Third Lung, the dba name of
Trebor Industries, Inc.  The Company's common stock is quoted on
the OTCBB under the symbol "BWMG".

As of Sept. 30, 2010, the Company had total assets of $2,067,510,
total liabilities of $2,028,924, and stockholders' equity of
$38,586.


BURLINGTON COAT: S&P Assigns 'B-' Rating to $1 Bil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Burlington, N.J.-based
Burlington Coat Factory Warehouse Corp.'s proposed $1 billion
senior secured term loan B facility due 2017 its issue-level
rating of 'B-' (at the same level as the 'B-' corporate credit
rating on the company).  S&P also assigned this debt a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery for lenders in the event of a payment default.

At the same time, S&P assigned BCF's proposed $400 million senior
unsecured notes due 2019 its issue-level rating of 'CCC' (two
notches lower than the 'B-' corporate credit rating) with a
recovery rating of '6', indicating S&P's expectation of negligible
(0%-10%) recovery for noteholders in the event of a payment
default.

The company intends to use proceeds from the offerings, along with
borrowings under the unrated asset-based revolving credit
facility, to pay a $250 million special dividend to its sponsor,
Bain Capital Partners LLC, and to repay existing debt ($305
million 11.125% senior notes due 2014, a term loan B due 2013 of
which $777.6 million is outstanding, and $99.3 million 14.5%
senior discount notes due 2014) issued by BCF and Burlington Coat
Factory Investment Holdings Inc. Upon completion of the
refinancing and the repayment of the existing debt, S&P will
withdraw its ratings on these issues.  The ratings on the new
issues are subject to review of final terms and documents.

In addition, S&P affirmed its 'B-' corporate credit rating on the
company.  The outlook is stable.

The ratings on BCF, a specialty off-price apparel and home goods
retailer, reflect S&P's assessment of the company's business risk
profile as vulnerable, based on its participation in the intensely
competitive and highly fragmented off-price apparel and home goods
industry, along with substantial seasonality and cyclicality.  S&P
estimates that the company should be able to maintain adequate
liquidity and that margins should be relatively flat year over
year.

As a result, S&P believes BCF's financial risk profile is likely
to remain highly leveraged in the near term, with thin cash flow
measures and moderate cash balances.


BWAY HOLDING: S&P Assigns 'B' Rating to New $587.5 Mil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and '3'
recovery rating to BWAY Holding's new $587.5 million senior
secured credit facilities, indicating S&P's expectations for
meaningful recovery (50%-70%) in the event of a payment default.
ICL Industrial Containers ULC is a co-issuer.

At the same time, S&P affirmed the 'B' corporate credit ratings on
BWAY Parent Co. Inc. (the holding company and indirect parent of
both BWAY Holding Co. and BWAY Corp.), BWAY Holding Co. (the
borrower under the secured credit facilities), and BWAY Corp. (the
operating subsidiary of holding company BWAY Holding Co.) The
existing issue ratings and the recovery ratings on the senior
unsecured notes due 2018 and the PIK toggle notes due 2015
remained unchanged.  The outlook for all corporate credit ratings
is stable.

The company is using the proceeds from to refinance the
outstanding senior secured credit facilities.  The new senior
secured facilities consist of a $75 million revolving credit
facility due 2016 and a $512.5 million term loan B due 2018.


CABI SMA: Files Schedules of Assets And Liabilities
---------------------------------------------------
Cabi SMA Tower I LLP filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $15,014,691
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,128,377
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $104,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,293,066
                                ------------     ------------
        TOTAL                    $15,014,691      $37,525,443

A full-text copy of the Schedules of Asset and Liabilities is
available for free at http://ResearchArchives.com/t/s?735b

Miami, Florida-based Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail
1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2,
LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA
Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP
-- owns multiple vacant parcels around South Miami Avenue and S.W.
14th Street in Miami, Florida.  It filed for Chapter 11 bankruptcy
protection on December 28, 2010 (Bankr. S.D. Fla. Case No. 10-
49009).  Mindy A. Mora, Esq., at Bilzin Sumberg, Attorneys At Law,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CALAIS RESOURCES: Completes Financial Statement Audits
------------------------------------------------------
Calais Resources, Inc., said last week its independent auditors
have completed audits of the Company's financial statements for
the fiscal years ended May 31, 2005, 2006, 2007, 2008, 2009 and
2010.  The completion of these audits marks the most significant
milestone the Company has made towards achieving regulatory
compliance since 2004, when severe financial difficulties left the
Company substantially without cash, employees or legal or audit
services.

R. David Russell, the Company's new CEO and Executive Chairman of
the Board said, "This has been a monumental and long-overdue task
that would not have been possible without the meticulous and
dedicated support of our legal, accounting and audit teams. I am
pleased to be past this significant hurdle and am anxious to begin
the next phase of our plan to achieve regulatory compliance in the
next few months."

To achieve regulatory compliance, the Company must first file all
delinquent quarterly and annual financial filings with the U.S.
Securities and Exchange Commission and the British Columbia
Securities Commission.  The process of completing these filings is
expected to take until April 2011; however, full compliance may
take longer and is up to the discretion of the SEC and BCSC.  In
addition, a National Instrument 43-101 Technical Report on the
Company's resource properties will soon be filed on SEDAR as
required by the BCSC.  The process to lift the current Cease Trade
Order in British Columbia, Canada, will also be initiated
concurrent with the aforementioned filings.

The Company also announced certain financial information for the
fiscal year ended May 31, 2010 (audited).  In addition, it
released certain information regarding its first and second fiscal
quarters ended August 31, 2010, and Nov. 30, 2010, respectively.

                       Results of Operations

The Company also reported that during the fiscal year ended
May 31, 2010, it posted a net loss of $3.2 million, driven by
interest and financing costs related to the Company's then-
outstanding debt as well as certain non-recurring losses.  The
Company recently lowered its interest and financing fees as the
result of a February 2010 renegotiation of its debt portfolio.

The Company reported net losses of $393,853 and $397,729 during
the quarters ended August 31, 2010, and November 30, 2010,
respectively.

Deficit accumulated during the development stage was $45,781,468
as of May 31, 2010.

The Company ended its 2010 fiscal year with $27,919 in cash, which
was not sufficient for ongoing operations.  During the following
six months, the Company completed several private placements and
ended its fiscal second quarter with $1.2 million in cash.  These
capital-raising activities are intended to fund the Company's plan
to achieve regulatory compliance and further exploration of its
mining properties.  Common shares outstanding were 76,278,142,
93,478,142, and 126,886,895 as of May 31, 2010, August 31, 2010,
and November 30, 2010, respectively.

Since May 31, 2010, the Company has executed against a plan to
lower its trade debts through payoff and debt settlements.
Between May 31, 2010, and Nov. 30, 2010, the Company lowered its
outstanding trade payables by approximately 22% from $524,799 at
May 31, 2010 to $404,429 as of Nov. 30, 2010.

In February 2010, the Company consolidated its fragmented debt
structure into one note payable to Brigus Gold Corporation.  As of
May 31, 2010, the balance of this note was $10,253,878 and the
balance has remained unchanged since that time.  On Jan. 18, 2011,
the Company announced an extension until June 30, 2011, of the
forbearance period of the Company's note payable to debt
restructure.  Management believes that the extension will allow
sufficient time for Calais to satisfy and/or extinguish its debt
to Brigus.

The Company entered into settlement agreements with several
parties to its Canadian-dollar-based convertible debentures in
December 2010, thereby extinguishing nearly all of its $5 million
in convertible debenture liabilities outstanding as of May 31,
2010.

"We have made significant progress towards alleviating the
Company's debt obligations and streamlining our cost structure,"
said Mr. Russell.  "I look forward to updating investors with our
full financial statements and updates on our continued turnaround
efforts as we continue to work towards a full revocation of the
2004 Cease Trade Order from the BCSC."

Calais will schedule an annual meeting of shareholders in the next
four months to take place in the Denver, Colorado area.

                           About Calais

Denver, Colorado-based Calais Resources, Inc., (OTC Pink Sheets:
CAAUF) is an exploration and development company which owns and
operates the Cross and Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The Company is currently in the initial stages of reviewing the
reopening of the fully permitted Cross Mine, which includes
resuming underground exploration activities in Colorado and
surface exploration in Nevada.


CARIAN MANAGEMENT: Plan Confirmation Hearing Continued to March 23
------------------------------------------------------------------
Upon the motion of Debtor Carian Management, Inc., the U.S.
Bankruptcy Court for the District of Puerto Rico has continued the
hearing on confirmation of its proposed plan of reorganization,
originally scheduled for March 9, 2011, at 9:00 a.m., to March 23,
2011, at 9:00 a.m.

As reported in the Troubled Company Reporter on Jan. 14, 2011, the
Bankruptcy Court approved on Dec. 3, 2010, the disclosure
statement explaining the Debtor's proposed Plan of Reorganization.

According to the Disclosure Statement, the Plan will be
substantially supported by the Debtor's operations and the
possible sale or surrender of assets in payment to the Debtor's
creditor Banco Popular de Puerto Rico if necessary to ensure the
Debtor's operation.

With respect to the secured claim of Banco Popular, the two
outstanding term loans (with a total outstanding balance of
$11,963,632), that are secured by the Debtor's real property, will
be combined into a single term loan up to the value of the
collateral with an amortization period of 30 years and an interest
rate of the prime rate plus 1%.  The obligation is secured up to
an amount of $11,892,000.  The remaining portion of the obligation
will be treated as unsecured.

The secured claim of CRIM ($166,369) will be paid over the course
of 72 monthly payments plus interest at the prime rate.

With respect to general unsecured claims aggregating $5,965,721,
AAA Imports, Inc., will take on the $4,855,504 revolving loan to
Westernbank.  Carian will accept responsibility for AAA Imports'
obligation as an unsecured debt but will not make any payments on
the obligation unless AAA Imports defaults.  With respect to the
remaining claims, the Debtor will distribute a dividend of 10% on
all claims paid over the course of 72 months from the effective
date.

                   About Carian Management, Inc.

Dorado, Puerto Rico-based Carian Management, Inc.'s prime business
is the ownership, maintenance and development of the real property
that it leases to its sister company, AAA Imports and other
customers.  The Company filed for Chapter 11 protection on May 13,
2010 (Bankr. D. P.R. Case No. 10-04052).  Carmen D. Torres, Esq.,
at the Law Offices of C. Conde, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million as of the petition date.

The Debtor's affiliate, AAA Imports, Inc., filed a separate
Chapter 11 petition on May 12, 2010.


CAMBIUM LEARNING: S&P Assigns 'B' Rating to $175 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas, Texas-based
Cambium Learning Group Inc.'s $175 million Rule 144A senior
secured notes due 2017 its issue-level rating of 'B' (at the same
level as the 'B' corporate credit rating on the company).  S&P
also assigned the notes a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default.  S&P expects that the company will
use proceeds from the notes to repay in full its existing secured
credit facility and senior unsecured notes, and retain $10 million
in cash for general corporate purposes.  Pro forma debt at the
company, including $13 million of capital lease obligations, was
$188 million, and pro forma cash was $27 million as of Dec 31.
2010.

The corporate credit rating on Cambium Learning Group and
operating subsidiary Cambium Learning Inc. is 'B', and the rating
outlook is stable.  The rating reflects S&P's expectation that
revenues and EBITDA will be relatively flat in 2011, as increased
federal funding for the intervention and special education market
niche should offset weak local and state funding, in S&P's view.
S&P expects lease-adjusted debt leverage (after amortization of
prepublication costs) to remain relatively flat, at around 5x in
2011, based on S&P's expectation of minimal debt reduction.

Cambium's business risk profile is vulnerable, in S&P's opinion,
owing to the integration risk inherent in the December 2009 merger
with Voyager Learning Co., the cyclicality of government funding
for educational services, and the effect on the company's
profitability.  S&P views the company's financial risk profile as
highly leveraged, because of Cambium's high debt-to-EBITDA ratio
and weak discretionary cash flow due to ongoing high product
development spending.  The company's competitive position as a
provider of supplemental educational products for the growing
market niches serving underperforming and special education
students does not offset these factors.

The rating outlook is stable, reflecting S&P's expectation of flat
operating performance and debt leverage in 2011.  Still, S&P could
lower the rating to 'B-' if the company is not able to reduce
costs in line with expectations, if discretionary cash flow
remains negative, and if reductions in government funding pressure
operating performance.  More specifically, this scenario could
occur if revenues and EBITDA decrease 9% and 25%, respectively,
resulting in a leverage increase to 6.5x.  Although less likely,
S&P could raise the rating to 'B+' if Cambium is able to achieve
cost reductions, generate good discretionary cash flow, and
consistently maintain debt leverage below 4x over the next two
years.  This scenario could occur if revenues and EBITDA increase
10% and 20%, respectively, and could transpire if increased
federal funding is sustained.

                           Ratings List

                    Cambium Learning Group Inc.
                       Cambium Learning Inc.

      Corporate Credit Rating                   B/Stable/--

                            New Rating

                    Cambium Learning Group Inc.

           $175M Rule 144A sr secd nts due 2017      B
            Recovery Rating                         4


CARIBBEAN PETROLEUM: Insurer to Pursue Lawsuit Against Firm
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that an insurer and tanker owner
facing potentially millions of dollars in liabilities connected to
a massive explosion that sent Caribbean Petroleum Corp. into
bankruptcy say they must be allowed to pursue their lawsuits
against Caribbean Petroleum.

                    About Caribbean Petroleum

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

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

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


CARSON CITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carson City Plaza, LLC
        2989 Highway 50 East
        Carson City, NV 89701

Bankruptcy Case No.: 11-50439

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Parkway
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Estimated Assets: $0 to $50,000

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/nvb11-50439.pdf

The petition was signed by Dwight Millard, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dwight & Sandra Millard                __-____    __/__/__
Gordon Park Apartments, LLC            10-51330   04/13/10
MFB Regency, LLC                       10-51331   04/13/10
Stanton Park Development, Inc.         11-50438   02/14/11


CB HOLDINGS: Former Exec. Sentenced on Fraud & Tax Evasion
----------------------------------------------------------
Michael L. Diamond at the Daily Record reports that U.S. District
Judge Mary L. Cooper in Trenton, New Jersey, sentenced Michael
Mulligan, a former executive at CB Holdings Corp., to eight months
of home confinement for his role in awarding contracts to vendors
who offered kickbacks.

The Daily Record discloses that Mr. Mulligan pleaded guilty to
conspiracy to commit mail fraud and tax evasion.  He was also
sentenced to three years probation.

According to the report, the U.S. Government in its criminal
complaint said Mulligan accepted the construction work for no cost
or at a deep discount.  It also claimed that Mr. Mulligan accepted
high-end appliances from a vendor that supplied refrigeration
services, accepted a fraudulent check in the mail of more than
$4,000 from a vendor that sold bakery products, and Mulligan
failed to report taxable income to the Internal Revenue Service.

                        About CB Holding

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

Following a bankruptcy auction, CB Holding sold its The Office
restaurant chain to winning bidder Villa Enterprises Ltd. for
$4.68 million.

Landry's Restaurants has signed a deal to the 12 Bugaboo Creek
stores for $3 million, plus upward adjustments for cash and
inventory in the stores at closing, absent higher and better
offers at a March 7 auction.

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

                            *    *    *

According to the Troubled Company Reporter on Feb. 11, 2011, CB
Holding Corp. received an order from Bankruptcy Judge Mary Walrath
Feb. 8 extending the exclusive periods for it to file and secure
support for a Chapter 11 plan.  The exclusive time for the Debtor
to file a plan of reorganization has been extended to June 15.
The Debtor has until August 12 to solicit support for the plan.
The order is without prejudice for a request by the Debtor for
another extension.


CHEM RX: Court Sets Mar. 17 Confirmation Hearing on Competing Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the disclosure statement in support of Canadian Imperial
Bank of Commerce, New York Agency, as administrative agent for the
first lien lenders, and the official committee of unsecured
creditors' joint plan of liquidation for CRC Parent Corporation,
et al., f/k/a Chem RX Corportion, et al.

Ballots either for acceptance or rejection of the Plan must be
submitted no later than 5:00 p.m. on March 10, 2011.

The confirmation hearing will be held at 2:00 p.m. on March 17,
2011.  Written objections to confirmation of the Plan or proposed
modifications of the Plan, if any, must be filed no later than
5:00 p.m. on March 10, 2011.  The Voting and Balloting Agent will
file the Ballot Tabulation Certification no later than Mar 14,
2011.

As reported in the Troubled Company Reporter on Jan. 11, 2011,
CIBC, as administrative agent for the first lien lenders, and the
official committee of unsecured creditors for Chem Rx Corp. filed
with the U.S. Bankruptcy Court a Joint Plan of Liquidation and
related Disclosure Statement for Chem Rx.

The central component of the Plan is the compromise and settlement
of the Committee Litigation and any and all Claims and Estate
Causes of Action by the Creditors Committee on behalf of the
Debtors' Estates as of the Effective Date against the Secured
Lenders and the First Lien Agent, subject to the occurrence of the
Effective Date.  Additionally, the Plan contemplates the
establishment of a Litigation Trust to prosecute Estate Causes of
Action.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims.  Unimpaired.  Paid in full in Cash,
        without interest.

Class 2. Other Secured Claims.  Impaired.  Each holder of an
        Allowed Other Secured Claim will receive, at the option of
        the First Lien Agent (a) Cash equal to the net proceeds
        of the sale or disposition of the Collateral securing that
        holder's Allowed Other Secured Claim, without interest; or
        (b) the Collateral; or (c) such other Plan distribution
        necessary to satisfy the requirements of the Bankruptcy
        Code.

Class 3. Secured Lender Claims.  Impaired.  Each holder of an
        Allowed Secured Lender Claim will receive:

        a. its Pro Rata share of (i) 100% of the Available
           Proceeds; (ii) beneficial interests in the Litigation
           Trust; and (iii) any Assets of the Debtors remaining on
           the Effective Date, except for (x) the Consummation
           Account, (y) Causes of Action and (z) the Litigation
           Trust Reserve.

        b. upon satisfaction of all Allowed Administrative Claims,
           Allowed Priority Claims, Allowed Priority Tax Claims
           and Allowed Other Secured Claims, its Pro Rata share of
           the amounts remaining in the Consummation Account,
           provided that the Plan Administrator will be entitled
           to deduct certain amounts as provided under the Plan.

        c. tax refunds or any other refund of any kind or nature.

        d. the releases to the Released Claims.

Class 4. General Unsecured Claims.  Impaired.  Holders of Allowed
        General Unsecured Claims will receive their Pro Rata share
        of the beneficial interests in the Litigation Trust and
        receive Litigation Trust Distributions in accordance with
        and pursuant to Section 6.3.9 of the Plan and the terms of
        the Litigation Trust Reserve on the Effective Date.

Class 5. Subordinated Claims.  Impaired.  Holders of Subordinated
        Claims will receive, upon full payment of Secured Lender
        Claims, Secured Lender Deficiency Claims and Second Lien
        Lender Claims, any remaining interest in the Litigation
        Trust Distributions.

Class 6. Equity Interests.  Impaired.  All Equity Interests will
        be deemed canceled and extinguished, and the holders will
        not receive any Plan or Litigation Distribution, or be
        entitled to retain any property or interest in property.

The Available Proceeds refer to the Cash on hand in the
Manufacturers and Traders Trust Company (M&T) Account, the Escrow
Account held by Greenberg Traurig LLP, and the Wells Fargo Account
on the Effective Date, immediately following the funding of the
Consummation Account and the Litigation Trust Reserve pursuant to
terms of the Plan.

The Consummation Account means the account to be established by
the Plan Administrator on the Effective Date which will be funded
(a) first, from funds in the M&T Account at the Effective Date;
and (b) thereafter, in an amount up to a maximum of $4.6 million,
(i) first, from the funds remaining in the Escrow Account on the
Effective Date and (ii) finally, from the funds available in the
Wells Fargo Account on the Effective Date.

The Litigation Reserve refers to the money market account to be
established by the Litigation Trustee and funded in the amount of
$2 million on the Effective Date.

A copy of the First Amended Plan of Liquidation is available for
free at:

    http://bankrupt.com/misc/ChemRx.BlacklinedCommitteeDS.pdf

                       About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as co-
counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CHEM RX: U.S. Trustee Forms New 4-Member Creditors Panel
--------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
filed an amended notice of appointment of the Committee of
Unsecured Creditors in the Chapter 11 cases of Chem RX Corporation
and its debtor-affiliates.

Integra NV, Inc., and HealthEx Corp., both resigned from the
committee effective Feb. 4, 2011.

The revised Committee Members are:

1. SAC Domestic Capital Funding, Ltd.
   Attn: Brian Spenner
   72 Cummings Point Road
   Stamford, CT 06902
   Tel: (203) 890-3474
   Fax: (203) 823-4020

2. Anda, Inc.
   Attn: Dennis Cape
   2915 Weston Road
   Weston, FL 33331
   Tel: (954) 217-4316
   Fax: (800) 758-5254

3. Healthsource Dist. LLC
   Attn: Mike Sosnowik
   1133 Greenwood Road, Suite F
   Baltimore, MD 21208
   Tel: (516) 837-9876
   Fax: (516) 371-2099

4. UFCW Local 348 Health & Welfare Fund
   Attn: Diana Puglisi
   9235 4th Avenue
   Brooklyn, NY 11209

                       About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as co-
counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CITIZENS DEV'T: Wants to Access Cash Collateral Until August 31
---------------------------------------------------------------
Citizens Development Corp. asks the U.S. Bankruptcy Court for the
Southern District of California for permission to use their
secured lenders' cash collateral until Aug. 31, 2011, pursuant to
a budget.

The Debtor relates that a previous court order allowed it to
access of cash collateral until Feb. 28, 2011.  The Debtor asks
the Court to set a March 1 hearing on its request for further
access to cash collateral collateral.

The Debtor says these creditors may assert an interest in the
Debtor's cash collateral as that cash collateral relates to the
revenues generated by the Debtor's assets other than the Country
Club assets and the Hotel assets: D&A Semi Annual Mortgage Fund
III, LC; Telesis Community Credit Union; and Pacific West TD Fund
II, LP.

The Debtor notes, of the creditors, Telesis Community Credit Union
will likely assert an interest in the revenues generated by the
Recreation Center, which is the only asset of the Debtor that is
currently generating income for the Debtor.  The Debtor is in the
process of finalizing a cash collateral stipulation with D&A Semi
Annual Mortgage Fund III.

The Debtor tells the Court that it must be able to use the revenue
it generates in order to pay postpetition operating expenses,
including, but not limited to, insurance, utilities, and
maintenance expenses, all of which are necessary to maintain the
Debtor's assets and the Debtor's going concern value.  Failure to
pay these expenses would likely lead to a diminution in the value
of the assets, as well as a loss of business which would reduce
income.

As adequate protection, the Debtor proposes to provide the any
creditor with an actual lien on the Debtor's cash collateral with
a replacement lien against the Debtor's assets, with the
replacement lien to have the same extent, validity, and priority
as the pre-petition lien held by the creditor.

A full-text copy of the proposed cash collateral budget is
available for free at http://ResearchArchives.com/t/s?735a

                 About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


CITIZENS DEV'T: Wants Plan Filing Deadline Extended to March 31
---------------------------------------------------------------
Citizens Development Corp. asks the U.S. Bankruptcy Court for the
Southern District of California to extend its exclusive periods to
file a Chapter 11 plan of reorganization until March 31, 2011, and
solicit acceptances of that plan until May 23, 2011.

A hearing is set for March 1, 2011, at 2:00 p.m., to consider
approval of the extension request.

Krikor J. Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., tells the Court that the Debtor is attempting to formulate
its plan of reorganization and obtain the requisite funds to
implement a plan.  The Debtor is now discussing financing
opportunities with various cash sources and is determining whether
there is a need to hire an investment banker to assist the Debtor
in its reorganization efforts.

                 About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


COLT DEFENSE: S&P Lower Ratings to 'B-' on Weaker Results
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Colt Defense LLC to 'B-' from 'B'.  S&P also lowered the
issue rating on the company's unsecured notes to 'B-' from 'B',
although the '4' recovery rating is unchanged.  The ratings are
removed from CreditWatch, where they were placed with negative
implications on Nov. 16, 2010.  The outlook is stable.

West Hartford, Conn.-based Colt Defense, a manufacturer of small
arms for the military and law enforcement, has been experiencing
significantly lower revenues (down 35% in the first nine months of
2010 compared with same period in 2009) and earnings (EBITDA down
67%) due to decreased demand for its M4 carbine from its main
customer, the U.S. military, as well as law enforcement customers.
The company had planned to replace this demand with orders from
international customers and new products, but has had only limited
success as a large order expected in 2010 was delayed.

"The lower volumes have also resulted in deteriorating margins,
mitigated somewhat by cost reduction efforts," said Standard &
Poor's credit analyst Christopher DeNicolo.

S&P expects liquidity to remain adequate for near term operational
and financial needs.  The company had almost $69 million of cash
at the end of the third quarter and there are no material debt
maturities until 2017.  On Nov. 1, 2010, Colt Defense replaced its
$50 million revolving credit facility with a $10 million letter of
credit facility, but with no maintenance financial covenants.  S&P
expects free cash flow to be around breakeven in 2011, as higher
earnings are offset by some working capital investment to support
higher sales, so we do not expect the company to need to access
the revolver for cash borrowings in the near term.


COMPTON PETROLEUM: Centennial Energy Holds 5.21% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 8, 2011, each of Centennial Energy
Partners, LLC and Peter K. Seldin disclosed beneficial ownership
of 14,434,660 shares of common stock of Compton Petroleum
Corporation representing 5.21% of the shares outstanding.  As of
December 31, 2009, there were 263,573,461 Common Shares
outstanding.

                       About Compton Petroleum

Compton Petroleum Corporation is an exploration and production
company.  The Company explores for, develops, and produces oil and
gas in western Canada.  Compton's interests include the areas of
Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in
Alberta, Canada.

The Company's balance sheet at Sept. 30, 2010, showed
$1.81 billion in total assets, $857.02 million in total
liabilities, and stockholder's equity of $954.53 million.

                            *     *     *

Moody's Investors Service has withdrawn Compton Petroleum's
ratings following the repayment of its rated debt.  Ratings
withdrawn include the 'Caa1' Corporate Family Rating and
Probability of Default Rating, and the 'Caa2' senior unsecured
notes rating.

As reported by the Troubled Company Reporter on Dec. 1, 2010,
Standard & Poor's Ratings Services withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.  S&P
withdrew the ratings at the Company's request.


CONSOLIDATED HORTICULTURE: Black Diamond Can Bid at Auction
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hines Nurseries Inc., which was purchased in a
bankruptcy sale in January 2009 by Black Diamond Capital
Management LLC, will be sold at auction on Feb. 25.

According to Mr. Rochelle, Hines Nurseries, which returned to
Chapter 11 in October 2010, set a Feb. 23 deadline for bids.  The
hearing for approval of the sale will take place Feb. 28.

Mr. Rochelle relates that secured lenders are permitted to bid
their claims rather than cash.  Rules for the auction require that
there be a cash component large enough to cover expenses of the
Chapter 11 case, including professional fees, financing for the
case, and $250,000 toward expenses after the sale.

In addition to being the owner, Black Diamond's affiliate, Black
Diamond Commercial Finance LLC, is a secured creditor holding all
of the $8 million term loan and a $16 million subordinated loan.
Black Diamond also holds 53% of the $48.6 million asset-backed
loan.

                  About Consolidated Horticulture

Based in Irvine, California 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.


CONSOLIDATED HORTICULTURE: March 14 Hearing on More Exclusivity
---------------------------------------------------------------
Consolidated Horticulture Group LLC, et al., asked 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.

There will be a hearing on March 14 on the request for an
extension.

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 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.


COUNTRYVIEW MHC: Court Sets March 14, 2011 Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has set March 14, 2011, as the general bar date for the filing of
claims against the bankruptcy estate of Countryview MHC Limited
Partnership.  Governmental units have until May 28, 2011, to file
their claims.

All claims must be filed electronically or at the following
address:

          Clerk of the U.S. Bankruptcy Court
          219 South Dearborn Street, Room 713
          Chicago, IL 60604

                      About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr.
N.D. Ill. Case No. 10-52722).  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CREDIT-BASED ASSET: Plan Outline Hearing Set for February 28
------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on Feb. 28,
2011, at 11:00 a.m. (prevailing Eastern Time), to consider
adequacy of the Disclosure Statement explaining Credit-Based Asset
Servicing and Securitization LLC, et al.'s Plan of Reorganization.
Objections were due February 11, at 5:00 p.m.

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

The Disclosure Statement is intended to assist the holders of
Claims in Classes 4(a)(i), 4(a)(ii), 4(b), 5 and 6 in making an
informed judgment regarding whether they should exercise the
"Release Opt-Out Election."

According to the Disclosure Statement, the Plan provides for,
among other things:

   -- Substantive consolidation of the Debtors estates, except for
      the estate of Sunfish Management Group LLC (Sub-Con
      Debtors);

   -- Payment in full of all Unclassified Claims;

   -- Payment in full of all Allowed Class 1 Priority Non-Tax
      Claims;

   -- Holders of Allowed Class 2 Senior Lender Claims will receive
      all cash that does not constitute released collateral and
      all other remaining collateral will be transferred to CB
      Senior Lender, LLC, a Delaware limited liability company, on
      behalf of the senior lenders;

   -- Holders of Allowed Class 3 Claims will receive, on the
      Effective Date (A) Cash that constitutes released collateral
      in the amount of the Allowed claim; (B) turnover of the
      Assets that constitute collateral security for the Allowed
      claim, solely to the extent that assets (1) constitute
      Released Collateral or (2) are not Cash, and the Holder of
      Allowed claim has a valid, perfected and enforceable first-
      priority Lien on the assets, or (C) less favorable
      treatment as may be agreed upon by the holder of the claim;

   -- Holders of Allowed Class 4(a)(i) Senior Unsecured Claims
      Against Sub-Con Debtors that do not exercise the Release
      opt-out election will receive on the Effective Date, the sum
      of (i) Holders Fully Diluted Class 4(a) Ratable Portion of
      the Liquidation Trust Interests, (ii) Holders Base Class
      4(a)(i)(1) Ratable Portion of the Class 5 Ratable Portion of
      the Liquidation Trust Interests, and (iii) Holders Base
      Class 4(a)(i)(1) Ratable Portion of the Class 6 Ratable
      Portion of the Liquidation Trust Interests;

   -- Holders of Allowed Class 4(a)(ii) Trade Debt and Employee
      Claims Against Sub-Con Debtors that do not exercise the
      release opt-out election will receive on the Effective Date,
      the Holders Fully Diluted Class 4(a) Ratable Portion of the
      Liquidation Trust Interests;

   -- Holders of Allowed Class 4(b) General Unsecured Claims
      Against Sunfish Management Group LLC that do not exercise
      the release opt-out election will receive on the Effective
      Date, the Holders Ratable Portion of the Sunfish Management
      Group Distribution Fund;

   -- Holders of Allowed Class 5 Subordinated Debt Claims and
      Allowed Class 6 TruPs Claims will be deemed to transfer
      their Liquidation Trust Interests to the Holders of Allowed
      Class 4(a)(i)(1) Claims in accordance with the contractual
      subordination provisions in the documents under which the
      Subordinated Debt Claims and TruPs Claims* arise,
      respectively, and section 510(a) of the Bankruptcy Code;

   -- Holders of Allowed Class 4(a)(i) Senior Unsecured Claims,
      Class 4(a)(ii) Trade Debt and Employee Claims, and Class
      4(b) General Unsecured Claims that do exercise the release
      opt-out election will receive no property or distributions
      under the Plan;

   -- All Allowed Class 7 Securities Litigation Claims will
      receive no property or distribution under the Plan in
      accordance with the effect of Section 510(b) of the
      Bankruptcy Code; and

   -- The indefeasible cancellation of all Allowed Class 8
      Interests in the Debtors.

* TruPs are six issuances of C-BASS subordinated promissory notes
  as part of trust-preferred securities issuances totaling
  $285 million.

On June 1, 2011, or as reasonably practicable thereafter, the
Debtors Will commence dissolution proceedings and pay all
applicable fees from cash that constitutes released collateral.

The Plan also contemplates the appointment of the Liquidation
Trustee on the Effective Date to administer certain post-Effective
Date responsibilities and exercise post-Effective Date rights
under the Plan and the Liquidation Trust Agreement.

Further, on the Effective Date, the Debtors will establish the
Disputed Claims Reserve and will deposit therein, cash that
constitutes Released Collateral in an amount equal to the sum of
the Face Amount of all Administrative Claims and all Priority
Claims that are, or that the Debtors anticipate will become
(including those potential claims not yet filed), Disputed Claims.

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

The Debtors are represented by:

     Peter S. Partee, Sr., Esq.
     Jack A. Molenkamp, Esq.
     Andrew Kamensky, Esq.
     HUNTON & WILLIAMS LLP
     200 Park Avenue, 53rd Floor
     New York, NY 10166-0136
     Tel: (212) 309-1000

                About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC is a
subprime mortgage investor based in New York City.  C-Bass is
a joint venture, owned in part by units of mortgage insurers
MGIC Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass
disclosed $23.7 million in assets and $2.16 billion in
liabilities in its Schedules of Assets and Liabilities.
The Debtors' liabilities include $195.8 million of secured
debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims
and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP
in New York.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


CROWN FOREX: Feds Want In on $84M Civil Suit vs. Crown Forex
------------------------------------------------------------
Bankruptcy Law360 reports that federal prosecutors are seeking to
jump into a U.S. Commodity Futures Trading Commission civil suit
accusing the principals and subsidiaries of Crown Forex SA of
perpetrating a massive foreign exchange scheme to defraud
investors of $84 million.

As reported in the Troubled Company Reporter-Europe on June 16,
2009, Reuters said that Crown Forex SA Chairman Ibrahim Ali said
the foreign exchange provider had appealed to the Federal
Administrative Tribunal against a bankruptcy ruling by Swiss
markets regulator FINMA.

Reuters recalled FINMA ruled on Feb. 23, 2009, to liquidate Crown
following a money laundering investigation.  Mr. Ali, as cited by
Reuters, said the investigation had hampered the company's efforts
to meet the requirements for a banking license, including an
audit.  Reuters related that according to Mr. Ali, Crown was
cleared but FINMA took control of the company anyway, citing
possible liquidity issues.  In a May 29 report Reuters disclosed
the financial regulator took control of Crown on Dec. 9, 2008.  It
declared the company bankrupt on May, 29, 2009, the report said.

Based in Bassecourt, Switzerland, Crown Forex SA --
http://www.crownforex.com/-- offers trading on 13 currency pairs
+ gold and silver.


DATATEL INC: S&P Changes Outlook on 'B' Rating to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B' rating outlook
on Fairfax, Va.-based Datatel Inc. to negative from stable.  The
'B' corporate credit rating on the company was affirmed, along
with all other existing ratings on the company's borrowings.

The outlook change reflects the upsizing of Datatel's previous
$430 million refinancing transaction to $460 million.  The
upsizing increases leverage to the low-7x area from the high-6x
area under the transaction's previous terms, and from the low-5x
area prior to the launch of the proposed transaction.

Standard & Poor's expects Datatel's revenues and operating margins
to continue to improve modestly over the next few quarters,
reflecting its price increases for maintenance revenues and new
license sales.  In addition, S&P expects leverage to increase
modestly over the next quarter due to the seasonal nature of
Datatel's cash flows and its need to fund working capital
throughout the year, before reducing to the mid-6x area by the end
of 2011.  Pro forma for the dividend payment, adjusted leverage
rises to the low-7x area from the 5x area as of the December 2010
quarter.

Datatel provides enterprise resource planning software products
tailored to midtier higher education institutions.  Its suite of
ERP software modules includes solutions for student
administration, financial aid, finance, human resources, and
fundraising.  More than 775 educational institutions, including
mid-level two- and four-year colleges and specialty schools,
currently use these products.  Many of its competitors enjoy
greater scale, financial resources, revenue diversity, or the
ability to compete for larger, more profitable, and prestigious
higher education clients.  In its segment, however, Datatel is the
No. 2 provider, after SunGard Higher Education Solutions, a
subsidiary of SunGard Data Systems Inc. (B+/Stable/--) Due to
Datatel's modest scale, second-tier competitive position, and
narrow product focus, S&P views the company's business risk
profile as vulnerable.

Datatel's trailing-12-month revenue grew about 10% from the year-
earlier period, to approximately $150 million as of the December
2010 quarter, on growth in new software sales and a modest
increase in maintenance revenues.  Latest-12-month adjusted EBITDA
margins improved 100 basis points year over year to the 39% area,
reflecting cost-reduction actions and growth in its higher-margin
maintenance service revenues.

Standard & Poor's views Datatel's financial risk profile as highly
leveraged, reflecting its LBO in 2009 and the pending dividend
recapitalization.  In addition, the company's free operating cash
flows and borrowing requirements are highly seasonal.  As a
result, S&P expects trailing-12-month leverage to approach the
mid-7x area over the next quarter and then decline to the high-6x
area by the end of 2011 on stable-to-modest EBITDA growth and net
reduction of debt.  Pro forma trailing-12-month leverage is
currently 7.2x as of the December 2010 quarter.  Adjusted leverage
rose to the high-7x area from the mid-4x area following its 2009
LBO, and the company was able to reduce it the 5x area by the end
of 2010, primarily from EBITDA growth.  This provided the cushion
within the rating to enable the dividend recapitalization.  While
leverage is initially high for the rating, S&P anticipates near-
term deleveraging.


DBSD N.A.: 2nd Cir. Affirms Designation of DISH's Vote
------------------------------------------------------
Addressing an issue of apparent first impression for the court,
WestLaw reports, the Second Circuit Court of Appeals has ruled
that a bankruptcy court did not err when, pursuant to 11 U.S.C.
Sec. 1126(e), it designated the vote of an entity which, as the
Chapter 11 debtors' indirect competitor and the part-owner of a
direct competitor, bought a blocking position in, and in fact the
entirety of, a class of claims, after a plan had been proposed.
The entity acted with the intention not to maximize its return on
the debt, but to enter a strategic transaction with the debtor-
telecommunications companies in order to acquire the debtors'
spectrum rights. This case echoed the case that motivated Congress
to impose the good faith requirement in the first place, Texas
Hotel Securities Corp. v. Waco Development Co., 87 F.2d 395 (5th
Cir. 1936), the Second Circuit found.  The Bankruptcy Code
provides no guidance about what constitutes a bad faith vote to
accept or reject a plan, the court explained, noting the paucity
of precedents on the Sec. 1126(e) "good faith" voting requirement
in any context, much less the present context.  In re DBSD North
America, Inc., ---F.3d----, 2011 WL 350480 (2nd Cir.).

                     About DBSD North America

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

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

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

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

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

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


DIMAS SANTIAGO: Retainer Not Subject to Sec. 726 Disgorgement
-------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan ruled that Steven Abelson,
Esq., at Abelson, Truesdale & Radowitz, LLC -- who represented
Dimas and Dianne Santiago in their Chapter 11 case -- holds a
valid security retainer which is not subject to disgorgement under
11 U.S.C. Sec. 726.  Since no party in interest has challenged the
necessity or reasonableness of the legal services rendered by
Mr. Abelson, the Court granted his application for compensation.

The Santiagos' case was converted to Chapter 7 and Mr. Abelson
filed, belatedly, his application seeking final compensation.  The
Chapter 7 Trustee, Theodore Liscinski, Jr., Esq., objected and
sought disgorgement of any prepetition retainer paid to Mr.
Abelson, to ensure payment first of allowed Chapter 7
administrative expenses.

Judge Kaplan held that a professional holding a security interest
in a prepetition retainer cannot be forced to share that retainer
with other administrative claimants solely to achieve pro rata
distribution pursuant to Sec. 726(b).

A copy of the Court's February 10, 2011 decision is available at
http://is.gd/Soff5Gfrom Leagle.com.

Based in Millstone, New Jersey, Dimas and Dianne Santiago filed
for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 08-22666) on
July 4, 2008.  In their petition, the Santiagos listed $1 million
to $10 million in both assets and debts.


DREIER LLP: Chernov Cleared From Saleh Holdings Suit
----------------------------------------------------
Judge Bernard J. Fried dismissed Saleh Holdings Group, Inc., v.
Joel A. Chernov, 650177/2010 (N.Y. Sup. Ct.).  Saleh sued
Mr. Chernov for his alleged participation in Marc Dreier's
fraudulent dealings.

On Oct. 21, 1997, nonparty Marc S. Dreier, on behalf of nonparty
Dreier & Baritz LLP, executed a promissory note bearing the
principal amount of $550,000 and payable to Saleh Holdings. The
note was secured by a personal guaranty.  The guaranty, but not
the note, was secured by a collateral mortgage on real property
located at 27 Meadow Lane, Westhampton Beach, New York, owned
jointly by Marc Dreier and nonparty Elisa Dreier, his wife.

The guaranty and the mortgage bear the signature of Marc Dreier
and the apparent signature of Elisa Dreier.  Mr. Chernov, an
attorney employed by D & B, notarized the signatures, swearing
that both signatories personally appeared before him.  However,
Elisa Dreier attests that she never signed either the guaranty or
the mortgage, did not sign them in Mr. Chernov's presence, did not
authorize anyone to sign them on her behalf, and did not represent
to Mr. Chernov that she signed the documents or authorized anyone
to sign them on her behalf.  Saleh Holdings would not have loaned
D & B the principal amount, had it known that Elisa Dreier did not
sign the documents.

D & B paid $55,000 in principal on the note.  D & B and its
successor firm, Dreier LLP, duly made monthly interest payments on
the note in accordance with the oral modification through November
2008, and then defaulted, following the arrest of Marc Dreier on
unrelated criminal charges and Dreier LLP's closing.

In 2008, Dreier LLP filed for Chapter 11 bankruptcy relief (Bankr.
S.D.N.Y. Case No. 08-15051).  In 2009, Marc Dreier filed for
Chapter 7 bankruptcy relief (Bankr. S.D.N.Y. Case No. 09-10371).
On April 4, 2009, Saleh Holdings filed proof of a secured claim in
the amount of $495,000 against Dreier LLP in the bankruptcy
proceeding, seeking to recover the allegedly outstanding principal
amount on the note.

On September 23, 2009, Saleh Holdings filed an amended adversary
complaint against Dreier LLP, Marc Dreier, and Elisa Dreier to
enforce the note and guaranty and seeking to recover $495,000 in
outstanding principal.  Subsequently, Saleh Holdings voluntarily
discontinued its claims against Dreier LLP and Marc Dreier.  Elisa
Dreier moved to dismiss the guaranty claim asserted against her on
the grounds that the claim was time barred, and that the mortgage
had been satisfied.  The bankruptcy court granted the motion, and
dismissed the breach of guaranty claim, solely on statute of
limitations grounds.  In March 2010, Saleh Holdings filed a notice
of dismissal with prejudice of its claims against Elisa Dreier in
the bankruptcy proceedings.

Subsequently, in March 2010, Saleh Holdings sued Mr. Chernov for
fraud and aiding and abetting fraud on allegations that Mr.
Chernov fraudulently notarized Elisa Dreier's signature on the
guaranty and collateral mortgage with the knowledge that Elisa
Dreier did not sign these documents, and as part of a scheme to
fraudulently induce Saleh Holdings to loan D & B $550,000.  Saleh
Holdings seeks to recover $495,000, an amount equal to the
outstanding principal, together with prejudgment interest accruing
from November 2008 through the date of judgment and costs of
collection, including attorneys' fees.

Mr. Chernov seeks dismissal of the complaint in its entirety.
Chernov and Saleh Holdings dispute whether Saleh Holdings has
alleged facts sufficient to support claims for fraud and aiding
and abetting fraud.

According to Judge Fried, the facts alleged in the complaint,
together with the surrounding circumstances, even when deemed
true, do not give rise to a reasonable inference that Mr. Chernov
committed fraud or aided and abetted another in the commission of
a fraud against Saleh Holdings.

A copy of the NY Slip Opinion 50142(U), dated January 31, 2011, is
available at http://is.gd/LMTo5Ifrom Leagle.com.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

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

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

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

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


DUTCHMAN COMPANY: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dutchman Company, Inc.
        7055 State Route 43
        Kent, OH 44210

Bankruptcy Case No.: 11-50493

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Sean D. Malloy, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Ave E, Suite 2100
                  Cleveland, OH 44114-2653
                  Tel: (216) 348-5400
                  E-mail: smalloy@mcdonaldhopkins.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-50493.pdf

The petition was signed by Scott R. Terhune, vice president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
The Hugo Sand Company                  11-50492   02/14/2011


ELITE LANDINGS: Hearing on ABRG's Plan Outline Moved to March 16
----------------------------------------------------------------
The hearing to consider approval of the disclosure statement of
Asset Based Resource Group, LLC, as successor servicer to Acorn
Capital Group, in support of its competing plan for Debtors
Petters Aviation, LLC, and Elite Landings, LLC, has been continued
to March 16, 2011, at 10:30 a.m., before the Honorable Robert J.
Kressel, U.S. Bankruptcy Court for the District of Minnesota,
Courtroom 8 West, U.S. Courthouse, 300 South Fourth Street, in
Minneapolis, Minnesota.

As reported in the Troubled Company Reporter on Nov. 1, 2010,
Asset Based Resource Group, LLC, and an unsecured creditor,
proposed a competing Plan because it believes that the Debtors'
Plan is not confirmable under the existing circumstances.  ABRG
related that as of the date of the Disclosure Statement, the
Debtors' Plan has not yet been confirmed by the Bankruptcy Court.

According to the Disclosure Statement, ABRG's Plan provides for
the continued liquidation of the Debtors' businesses and the
prompt distribution of proceeds to creditors with allowed claims.

ABRG says that certain provisions of the Debtors' Plan are not in
the best interests of the Debtors' creditors or their estates and
are reflective of the indirect influence of Douglas A. Kelley, the
receiver of certain of the Debtors' affiliates, over the
Chapter 11 cases.

In particular, the Debtors' Plan proposes, among other things, (i)
to classify claims and interests in 13 separate classes; (ii) to
treat all unsecured creditors of Petters Aviation as part of one
class without a convenience election and without disallowing
insider claims; (iii) to appoint the Debtors' existing president
and chief executive officer as the person responsible for the
Debtors' continued wind-down without any oversight by creditors
for whose benefit the liquidation is being conducted; and (iv) for
existing equity holders to retain their ownership interest in the
Debtors despite the failure to satisfy senior classes in full.

To remedy the problems with the Debtors' Plan, ABRG's Plan
provides, among other things, for (i) a simplified classification
structure with only 6 separate classes of claims and interests;
(ii) the creation of a convenience class available for creditors
whose claims are $150,000 or less (or who elect to reduce their
claim to such amount); (iii) the creation of a creditors' trust
and the appointment of an independent creditors' trustee to manage
the Debtors' remaining affairs; and (iv) the cancellation of the
existing equity interests in Petters Aviation.  In light of these
improvements from the Debtors' Plan, ABRG believes, and will
demonstrate at the confirmation hearing, that its Plan is both
confirmable and in the best interests of the Debtors' creditors
and their estates.

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

ABRG's counsel can be reached at:

   Daniel C. Beck, Esq.
   Christopher A. Camardello, Esq.
   Michael A. Rosow, Esq.
   WINTHROP & WEINSTINE, P.A.
   225 South Sixth Street, Suite 3500
   Minneapolis, MN 55402-4629
   Tel: (612) 604-6400

                        About Elite Landings

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  Cass Weil, Esq., and James
A. Rubensteien, Esq., at Moss & Barnett, in Minneapolis, Minn.,
represent Elite Landings, LLC as counsel.  In its petition, the
Company estimated between $10 million and $50 million in assets
and debts.

The company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% of the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.

Sun Country Airlines won confirmation of its plan of
reorganization on September 13, 2010.  The plan provides for
cash payments to certain creditors, as well as a distribution of
equity in the reorganized company to other creditors.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 protection on Dec. 18,
2008 (Bankr. D. Minn., Lead Case No. 08-46617).  PLR Acquisition
LLC, a joint venture composed of Hilco Consumer Capital L.P. and
Gordon Brothers Brands LLC, acquired most of Polaroid's assets --
including the Polaroid brand and trademarks -- in May 2009.  They
paid $87.6 million for the brand.  Debtor Polaroid Corp. was
renamed to PBE Corp. following the sale.  The case was converted
to Chapter 7 on Aug. 31, 2009, and John R. Stoebner serves as the
Chapter 7 Trustee.


EUROPA STONE: Rasmus Asset Advisors to Conduct Liquidation
----------------------------------------------------------
Rasmus Asset Advisors disclosed the online liquidation auctions of
Cherokee Wholesalers Acquisition Corporation and Europa Stone,
according to Christopher R. Rasmus.

"We are making a complete liquidation of both Cherokee Wholesalers
and Europa Stone," explained Rasmus.  "We have divided these
inventories into four online auctions.  This is an excellent
opportunity to pay auction prices for new building inventories as
well as some nicely maintained warehouse, material handling and
office equipment."

"They are a victim of the failing economy," said Rasmus.  "This is
a Uniform Commercial Code (UCC) sale by order of the secured
creditors.  This is a complete liquidation and everything will
sell to the highest bidders."

Warehouse and material handling equipment from Cherokee
Wholesalers' 40,000 square-foot warehouse distribution facility,
including forklifts, trucks, pallet racking, office and business
equipment is open for online bidding now at
http://www.rasmus.com/,along with over $2 Million in new hardwood
flooring inventory, hardwood molding, retail inventory, tools and
machinery.

"Europa Stone has filed Chapter 11 bankruptcy and this sale is by
order of the U.S. Bankruptcy Court for the Eastern District of
Virginia," said Rasmus.  "Europa Stone is an international
importer of the finest stone and marble products and a leading
distributor in the Washington, DC, area."

All marble and granite slab inventory, slab frames, kitchen
inventory, trucks, forklifts, cranes, office and business
equipment from Europa Stone will sell at online only auction to
the highest bidders.

These four online only auctions will begin closing on Wednesday,
February 23, 2011.  Bidders must register prior to bidding. Items
may be inspected during scheduled preview times.  For more details
and terms, visit http://www.rasmus.com/or call (703) 768-9000.

                       About R.L. Rasmus

R.L. Rasmus Auctioneers, Inc. was founded in 1981 to provide asset
recovery and auction services to the legal, banking and business
community.  Emerging out of the technology and used equipment
business, Rasmus has been unconventional in its approach to asset
liquidation.  Rasmus is one of a handful of liquidators who has
combined the benefits of traditional liquidation techniques with
the power of the internet to create a liquidation model which is
fast, affordable, flexible, efficient and astoundingly effective.

                  About Cherokee Wholesalers

Cherokee Wholesalers was a family-run business founded in 1965,
and was the largest distributor in the Washington DC metro area.


EQUITY OFFICE PROPERTIES: Blackstone Restructures $7BB Debt
-----------------------------------------------------------
Lingling Wei and Eliot Brown, writing for The Wall Street Journal,
report that Blackstone Group LP has reached an agreement to
restructure about $7 billion of the remaining debt tied to its
2007 purchase of Sam Zell's Equity Office Properties Trust,
according to people familiar with the matter.  The deal is
expected to be finalized by year's end.

The sources told the Journal that under the deal the maturity of
the debt will be extended to 2014 from 2012.  In exchange,
Blackstone will pay down the $7 billion debt by 10% and the
interest rate on the remaining debt will increase by one
percentage point, these people said.

Blackstone purchased Equity Office for $39 billion.  But
immediately after the acquisition, Blackstone sold about $30
billion of properties to raise cash and reduce the debt taken on
for the buyout.  According to the Journal, most of those who
picked up the buildings from Blackstone in 2007-the list reads
like a Who's Who in real estate-have hit financial problems
because they were overwhelmed by the debt they took on to do the
deals.

The Journal relates that the 149 Equity Office buildings
Blackstone held on to had $7 billion of debt, including $4.9
billion of mortgages that were packaged and sold as commercial-
mortgage-backed securities and about $2.1 billion of "mezzanine,"
or junior, debt that fills the gap between the first mortgage and
the equity.  The buildings are generating enough income to service
all their debt, and their debt doesn't mature until 2012.  But,
like most of the properties in the Equity Office portfolio, they
likely have dropped in value even though property values have
rebounded in recent months.

The Journal says the debt extension is expected to make it easier
for Blackstone to come up with an exit strategy for the remaining
EOP portfolio, which largely is made up of top-tier buildings in
Boston, New York and California.  The Journal says Blackstone
could choose between selling the entire portfolio in an initial
public offering or selling it in parts to deal-hungry investors
such as publicly traded real-estate investment trusts and
sovereign-wealth funds.

The largest building in the portfolio, valued at about $1 billion
by some estimates, is 1095 Ave. of the Americas in Midtown
Manhattan, whose tenants include insurer MetLife Inc. and law firm
Dechert LLP.

The Journal notes the deal marks the second major restructuring
Blackstone has pulled off this year.  In the other deal,
Blackstone reworked the balance sheet of Hilton Worldwide Inc.,
the firm's single-largest investment, cutting Hilton's $20 billion
debt load by nearly $4 billion.


FAYETTEVILLE MARKETFAIR: Asks Court to Dismiss its Chapter 11 Case
------------------------------------------------------------------
Fayetteville Marketfair Investors, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of North Carolina to dismiss its
Chapter 11 case, citing that an order authorizing the stipulation
it signed with Stefan Johansson, Jackson Ward, and Capmark
Finance, Inc., for the compromise and settlement of their mutual
claims, was entered on Nov. 23, 2010.

The pertinent terms of the stipulation proposed to surrender the
Debtor's property to Capmark, deem the Debtor's plan and
disclosure statement withdrawn, and the parties were to exchange
mutual releases.

As reported in the Troubled Company Reporter on Dec. 29, 2010,
the stipulation also provided for the termination of the automatic
stay with respect to Capmark, who will be permitted to exercise
all of its remedies under the loan documents and against the
collateral.

                    About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 (Bankr. E.D. N.C. Case No. 09-10859) on Dec. 14,
2009.  William P. Janvier, Esq., and Samantha J. Younker, Esq., at
Janvier Law Firm, PLLC, in Raleigh, North Carolina, represent the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


FRANCHISE KINGS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Franchise Kings, Inc.
        1 South New York Ave.
        Atlantic City, NJ 08401

Bankruptcy Case No.: 11-14065

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Michael P. Resavage, Esq.
                  MICHAEL P. RESAVAGE, P.A.
                  293 Shell Road
                  Carneys Point, NJ 08069
                  Tel: (856) 299-9919
                  Fax: (856) 299-9980
                  E-mail: mpresavage@resavagelaw.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jenna D. Evans, Esq.                             $3,000,000
Deeb, Petrakis, Blum & Murphy, P.C.
1601 Market Street, Suite 2600
Philadelphia, PA 19103

The petition was signed by Nancy J. Davis, president.


FRANCISCAN COMMUNITIES: Court Sets March 7 Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court has approved the adequacy of the
information contained in Franciscan Communities Villa De San
Antonio's disclosure statement filed in support of its liquidating
plan under Chapter 11 of the Bankruptcy Code.

As a result, the solicitation of votes either for acceptance or
rejection of the plan may now commence.

The Bankruptcy Court has set March 2, 2011, at 4:00 p.m. as the
deadline for the submission of votes either for rejection or
acceptance of the plan.

The hearing on confirmation of the Plan will be March 7, 2011, at
2:00 p.m.  Written objections to confirmation of the Plan must be
filed and served so as to be received no later than 4:00 p.m. on
March 2, 2011, by the following:

     Ronald Hornberger, Esq.
     PLUNKETT & GIBSON, INC.
     70 N.E. Loop 410, Suite 1100
     San Antonio, TX 78216
     (Counsel for the Debtor)

          - and -

     The Office of the United States Trustee
     615 E. Houston, Rm. 533
     P.O. Box 1539
     San Antonio, TX 78295-1539
     Attn: James Rose

The Debtor has sold substantially all its assets to KSL San
Antonio, L.L.C., for $17,225,281, plus the assumption or
satisfaction of certain assumed and the provision of certain funds
regarding minimum payments to or on behalf of certain claims.  The
Debtor has used the proceeds of that sale to make certain
distributions to Secured Lenders and to pay necessary costs and
expenses of the Sale.

Any remaining proceeds from the Sale of the assets, together with
any remaining Cash Collateral and funds received from KSL, will be
used to make payments under the Plan.

Allowed Secured Claims have been paid in full to the extent that
payment will be made on any Allowed Secured Claim from the
proceeds of the Asset Sale.  The Secured Lenders will not have any
allowed Unsecured or Undersecured claim.

Allowed Unsecured Claims will be paid in cash, a pro-rata payment
of at least $100,000 from current available cash and further cash
available from KSL.  There will be no distribution to the owner of
the Debtor and it is anticipated that, following the consummation
of the Plan, the Debtor will take such steps as are necessary
under applicable state law to dissolve and cease to exist as a
legal entity.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/FranciscanCommunities.DS.pdf

                   About Franciscan Communities

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio is an Illinois not-for-profit corporation that, prior to
the sale of substantially all of its assets to KSL San Antonio,
L.L.C., operated a senior living community consisting of 114
independent living apartments, 24 independent living garden homes
and 55 assisted living units near what is generally referred to as
the "medical center area" of San Antonio, Texas.  The sale closed
in June 2010.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Texas Case No. 10-50712) on Feb. 26, 2010.
Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., in San
Antonio, Tex., assists the Company in its restructuring effort.
In its schedules, the Debtor disclosed $35,470,922 in assets and
$39,456,816 in liabilities.


FRE REAL ESTATE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
FRE Real Estate Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its 20 largest unsecured
creditors:

Creditor                   Nature of Claim        Amount
--------                   ---------------        ------
Sidney Wicks Revocable      property lease         $153,701
Trust
c/o Michael John Klein CPA
5743 Corsa Avenue #216
Westlake Village, CA 91362

AMB Security                trade payable          $123,356
PO Box 61000
San Francisco, CA 94161

IBS                         trade payable          $83,892
PO Box 59975
Dallas, TX 75229

Reliant Energy              electricity services   $79,732

Pate Engineers              trade payable          $64,452

City Wide Building Services trade payable          $18,883

Las Colinas Association     trade payable          $18,212

Weir Brothers               trade payable          $15,940

Mitec Net                   trade payable          $15,313

Champion Commercial         trade payable          $15,296

Entech Sales & Services     trade payable          $13,833

Geary Porter & Donovan PC   trade payable          $13,594

Coppeli Heating & A/C       trade payable          $12,401

Plant Place                 trade payable          $11,147

Henry & Jones               trade payable          $10,130

Nail Robert Lynn            trade payable          $9,907

Glast Phillips & Murray PC  trade payable          $8,642

Air Performance Service     trade payable          $8,604

Mustang Lighting Inc.       trade payable          $8,443

Romack Company              trade payable          $6,725

A full-text copy of the list of 20 largest unsecured creditors is
available for free at http://ResearchArchives.com/t/s?735d

                      About FRE Real Estate

Dallas, Texas-based FRE Real Estate, Inc., owns, leases and
operates approximately 38 parcels of real property located in
Texas and Louisiana. In addition to approximately 29 parcels of
raw land, the Debtor's real property holdings include
approximately 6 operating office buildings, 1 apartment complex,
and two airplane hangers, including a large income producing
office building located just north of LBJ Freeway in Farmers
Branch, Texas, known as "Fenton Centre" and an income producing
office building in New Orleans, Louisiana, known as the "Amoco
Building."

FRE Real Estate filed for Chapter 11 bankruptcy protection on
January 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).  John P.
Lewis, Jr., at the Law Office of John P. Lewis, Jr., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $100 million to $500 million.


FRE REAL ESTATE: Gets Court's Interim Nod to Use Cash Collateral
----------------------------------------------------------------
FRE Real Estate, Inc., sought and obtained interim authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to use the cash collateral until March 2011 securing their
obligations to their prepetition lenders.

The Debtor says that its lenders are protected by an equity
cushion since they are all over-secured.  The fair value of the
Debtor's real properties is approximately $234 million.  The
amount of secured claims representing the first lien secured debt
on the Debtor's properties to be scheduled in this case will be
approximately $182 million.  Thus, the Debtor believes there is
approximately $50 million of equity in its properties beyond the
first lien secured debt.  The amount of unsecured "trade claims"
to be scheduled in this case will approximate $1.4 million.  The
amount of secured or priority "tax claims" representing unpaid
2010 property taxes to be scheduled in this case will be
approximately $2.9 million.

Within the 90-day period immediately preceding the Petition Date,
NexBank, the lender on the Debtor's property known as the Fenton
Centre, swept the Debtor's accounts and took possession of several
million dollars of funds that would have otherwise been used by
the Debtor to operate the Fenton Centre.  The total amount swept
by NexBank during this time period was approximately
$3,707,909.33.

Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, explained
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders replacement and substitute liens.

Each lender's cash collateral will be segregated in separate bank
accounts from other lenders' cash collateral, so that each
lender's cash collateral will not be commingled with any other
lender's cash collateral.  The Debtor will maintain a separate
segregated account for revenues and disbursements for each
property of each lender and will report to each lender the
revenues and expenses on a property by property basis.

To the extent any lender is receiving and holding cash collateral
in a lockbox or other account, the Lender will transfer the funds
to the Debtor's segregated account for the property in an amount
sufficient to pay all expenses for January 2011 set forth in the
budgets for the property from which the cash collateral was
generated, together with sufficient funds to pay the ground leases
at Westgrove Air Plaza and Addison Hanger I to the extent of
available cash collateral from those properties, respectively.

The Debtor will provide to the lenders statements reflecting its
financial activity, and additional information, statements, and
reports concerning the Debtor's financial condition and its
assets, as and when reasonably requested.

The Debtor will seek a final hearing on its request to use cash
collateral.

                      About FRE Real Estate

Dallas, Texas-based FRE Real Estate, Inc., owns, leases and
operates approximately 38 parcels of real property located in
Texas and Louisiana. In addition to approximately 29 parcels of
raw land, the Debtor's real property holdings include
approximately 6 operating office buildings, 1 apartment complex,
and two airplane hangers, including a large income producing
office building located just north of LBJ Freeway in Farmers
Branch, Texas, known as "Fenton Centre" and an income producing
office building in New Orleans, Louisiana, known as the "Amoco
Building."

FRE Real Estate filed for Chapter 11 bankruptcy protection on
January 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).  John P.
Lewis, Jr., at the Law Office of John P. Lewis, Jr., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $100 million to $500 million.


FREESCALE SEMICONDUCTOR: S&P Puts 'B-' Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'B-' corporate credit rating, on U.S.
semiconductor manufacturer Freescale Semiconductor Inc. on
CreditWatch with positive implications.

"With the S-1 filing by Freescale Semiconductor Holdings Limited
I, Freescale could experience rapid delevering from initial public
offering proceeds, in addition to its expanding base of EBITDA
generation," said Standard & Poor's credit analyst Lucy Patricola.
S&P calculate that reported EBITDA was $922 million in fiscal year
2010 and that debt to EBITDA was 8.25x.  Pro forma for a potential
initial IPO of up to $1.15 billion (assuming all proceeds are used
to reduce debt), leverage would decline to 7x).

"Further, S&P expects that Freescale will continue to experience
modestly positive operating trends," added Ms. Patricola.  "S&P
expects mid-single-digit growth for the semiconductor industry in
2011 and, in S&P's opinion, Freescale is likely to track to the
industry." Margins are likely to improve somewhat through 2011,
reflecting better utilization throughout the year as well as the
exit of manufacturing facilities in Sendai, Japan and Toulouse,
France.  S&P believes EBITDA will expand in 2011 and that pro
forma for the IPO, leverage could decline to below 6x by fiscal
year-end 2011.

S&P will monitor the company's progress for both the IPO launch
and operating trends.  Based on current performance expectations
and the current initial size of the IPO, an upgrade would likely
be limited to one notch.


G-SWDE1 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: G-SWDE1, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 11-11991

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: I Scott Bogatz, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Ciff Shadows Pkwy, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: rpoll@isbnv.com

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

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

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

The petition was signed by Thomas J. Devore, chief operating
officer of LEHM, LLC, Debtor's manager.


GAS CITY: Has Until April 20 to Complete Sale Process & File Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Gas City Ltd. and its affiliates' exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until April 20, 2011, and May 20, respectively.

As reported in the Troubled Company Reporter on Feb. 14, 2011, the
Debtors requested (i) until May 24, for the exclusive plan filing
period; and (ii) until July 22, for the exclusive solicitation
period.

According to the Debtors, 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.


GLOBAL ENERGY: Says Chapter 11 Plan Declared Effective
------------------------------------------------------
Global Energy Holdings Group Inc. and its debtor-affiliates set
Jan. 24, 2011, as the effective date of the Chapter 11 Plan of
reorganization, wherein creditors holding general unsecured claims
against the Debtors' estate as of Nov. 25, 2009, will be entitled
to receive distributions in accordance with the terms of the
Plan to the extent that their claims are allowed.

According to the Troubled Company Reporter on Nov. 5, 2010, the
U.S. Bankruptcy Court for the District of Delaware confirmed
Global Energy Holdings Group, Inc., et al.'s Plan of
Reorganization.

The Plan contemplates the consolidation of the Debtors' estates
for the purposes of all actions associated with confirmation and
consummation of the Plan and Plan distributions.  The Plan is also
predicated upon the Debtors' sale of its property.  The net cash
proceeds of any of the sale transactions, after deduction of
reasonable and customary closing costs, will be used to pay
allowed claims of creditors.

Holders of general unsecured claims aggregating $3.5 million to
$4.0 million will be paid in cash from the liquidating trust.

Equity Interests will be cancelled on the effective date.

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

              http://ResearchArchives.com/t/s?735c

                   About Global Energy Holdings

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor disclosed total assets of
$10.30 million and total debts of $5.27 million.


GULF FLEET: Hearing on Adequacy of Disclosure Statement on March 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will continue on March 1, 2011, at 10:00 a.m. the hearing on the
adequacy of Gulf Fleet Holdings, Inc., et al.'s disclosure
statement explaining the proposed plans of reorganization of the
Debtors.

The Court will also hear on that day:

   a. the Debtors' motion for increase of exclusive period in
      which their plans are to be accepted in order to maintain
      exclusivity;

   b. the motion for relief from stay on behalf of Bank of
      America;

   c. the motion to determine the value of collateral on behalf of
      Gulf Fleet Management, LLC;

   d. the application to approve compromise on behalf of Gulf
      Fleet Management, LLC; and

   e. the motion of Comerica Bank, as administrative &
      collateral agent for senior bank lenders, to apply certain
      rules governing adversary proceedings to confirmation on
      behalf of Comerica Bank.

As reported by the Troubled Company Reporter on Jan. 31, 2011, the
hearings on the adequacy of the disclosure statement and the
motion to increase exclusive period in which the plans are to be
accepted in order to maintain exclusivity were first scheduled on
January 25, 2011, at 10:00 a.m.  It was scheduled to continue on
February 8, 2011, at 10:00 a.m.

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
The Debtor is operating under the terms of cash collateral
agreements with lenders led by Comerica Bank and Brightpoint
Capital Partners Master Fund, L.P.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

The official committee of unsecured creditors is represented by
Alan H. Goodman, Esq., who has an office in New Orleans, and
Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have
offices in Houston, Texas.


HARRISBURG, PA: Alvarez & Marsal Tapped as Advisor
--------------------------------------------------
Dow Jones' DBR Small Cap reports that financial turnaround firm
Alvarez & Marsal is joining efforts to tackle the fiscal distress
of Harrisburg, Pa., the capital city struggling under an immense
debt burden.  The report relates that the restructuring firm
approached attorneys at Cravath, Swaine and Moore to offer its
expertise, said Cravath partner Richard Levin, whose firm was
hired by the city council in Nov. to advise on a possible
bankruptcy filing and other options to deal with the city's
financial troubles.

DBR notes that Mr. Levin spoke at a Harrisburg City Council
meeting to provide an update on the law firm's pro bono work.

Joining him was Bill Roberti, head of Alvarez & Marsal's public
sector group, who told the council, "we're simply here to help
Cravath ferret out the facts" in financial documents, the report
says.

DBR discloses that the consultants, who will also work for free,
will provide support to Cravath as the lawyers produce their
report with recommendations, which is expected by the end of
March.


HCR HEALTHCARE: S&P Assigns 'B+' Rating to $150 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to HCR's proposed $150 million senior secured
revolving credit facility due 2016, and $400 million senior
secured term loan B due 2018.  The recovery rating on the debt is
'2', which indicates S&P's expectation for substantial (70% to
90%) recovery in the event of payment default.  The rating outlook
is stable.

"The speculative-grade rating on Toledo, Ohio-based HCR HealthCare
LLC, which primarily operates nursing homes and assisted living
facilities under the Manor Care name, reflects its weak business
risk profile highlighted by vagaries associated with uncertain
third-party reimbursement and its relatively narrow business
focus," said Standard & Poor's credit analyst David Peknay.  The
rating also considers HCR's highly-leveraged financial risk
profile.  S&P expects HCR to repay most of its current debt
shortly when it completes the pending sale/leaseback of nearly all
of its properties to HCP.  Still, S&P believes that the company
will remain highly leveraged on a lease-adjusted basis.

S&P's weak business risk profile for HCR reflects its
concentration in the nursing home industry, which represents about
85% of revenues.  While the company is a large national provider
of hospice and home care in a largely fragmented field with
numerous small, local competitors, this segment only contributes
about 10% to 15% of revenues.  HCR's narrow industry focus,
notwithstanding its large portfolio of more than 300 nursing homes
and assisted living facilities, makes the company highly dependent
on uncertain third-party reimbursement.  Medicaid accounts for
about 28% of total revenues, and Medicare combined with managed
care accounts for about 54% of revenues.  In S&P's view, changes
in payment rates are not only volatile, but are subject to cuts.
Medicare, primarily a federally funded program for the elderly,
increased rates by 3% for its 2009 rate year (beginning Oct. 1,
2008), only to lower them by 1% for rate year 2010, then raise
them by 1.7% for rate year 2011.  S&P believes that the potential
for rate reductions under government programs, in general, is
increased by growing budget pressures.  In particular, state-
funded Medicaid programs for the indigent are vulnerable in the
weak economic environment.   Moreover, with some 60% of its
facilities located in five states, HCR is especially subject to
any cuts by Florida, Illinois, Michigan, Ohio or Pennsylvania.


HOME NETWORK BUILDERS: N.J. Court Won't Hear Shareholders' Appeal
-----------------------------------------------------------------
In Leonard A. Bove, Jr. and Denise Czyzewicz, v. Gloucester County
Federal Savings Bank, No. A-2956-09T2 (N.J. Super. Ct.), the
plaintiffs appeal from two orders: the first granting summary
judgment and dismissing their complaint with prejudice because
they lacked standing to assert the claimed causes of action, and
the second entering judgment against Ms. Czyzewicz on the
counterclaim filed by Gloucester County Federal Savings Bank.
Following a review, the Superior Court of New Jersey, Appellate
Division, concluded that the plaintiffs' appeal is not properly
before the court.  The Superior Court dismissed the appeal.

"We decline to address these issues as the underlying dispute is
not final," the Superior Court's ruling said.

Plaintiffs are shareholders of Home Network Builders, Inc., and
members of Home Network Builders at Maple Shade, LLC.  Beginning
in 1999, HNB obtained financing from GCF for the acquisition and
construction of an 18-lot residential development in Maple Shade
to be known as "The Community at Farmhouse Lane".  In 2002, GCF
cut the funding and HNB defaulted on its loan repayment
obligations.  GCF commenceed foreclosure proceedings.

HNB filed a Chapter 11 petition on Nov. 17, 2005, staying the
foreclosure proceedings.  GCF filed its proof of claim as a
secured creditor seeking $1,592,476.02.  Ultimately, the
consolidated bankruptcy matters were converted to Chapter 7
liquidations.  A Chapter 7 Trustee was appointed to oversee the
liquidation of the businesses.

GCF and the Chapter 7 trustee reached a global settlement of all
disputes raised in the adversary proceedings.  After the
stipulation of settlement was negotiated but prior to its
finalization, plaintiffs sued GCF, alleging that it negligently
and tortiously failed to timely disburse construction funding to
HNB and misappropriated loan funds.  The claims matched those
asserted in HNB's counter-claims previously filed in the
foreclosure action.  GCF counterclaimed, seeking payment from
plaintiffs on their guarantees.  GCF also moved for summary
judgment dismissal of plaintiffs' complaint, relying on the terms
of the stipulation of settlement entered in the bankruptcy
proceedings.  The complaint was initially venued in Burlington
County and transferred to Gloucester County.  In a bench opinion
supporting the grant of summary judgment, the court found "every
count" of plaintiffs' complaint "relate[d] back to" HNB and only
asserted harm caused to HNB.

A copy of the Court's January 10, 2011 decision is available at
http://is.gd/7FLRuXfrom Leagle.com.  The panel consists of Judges
R. B. Coleman, Marie Lihotz and J. N. Harris.


HUGO SAND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Hugo Sand Company
        7055 State Route 43
        Kent, OH 44240

Bankruptcy Case No.: 11-50492

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Sean D. Malloy, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Ave E, Suite 2100
                  Cleveland, OH 44114-2653
                  Tel: (216) 348-5400
                  E-mail: smalloy@mcdonaldhopkins.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/ohnb11-50492.pdf

The petition was signed by Scott R. Terhune, vice president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dutchman Company, Inc.                 11-50493   02/14/2011


INVISTA BV: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit rating on INVISTA B.V. on CreditWatch with
positive implications.  S&P withdrew all its issue-level ratings
on INVISTA and its subsidiaries as the company has repaid all
rated debt.

"The recent repayment of INVISTA's remaining $325 million of notes
due 2012 benefits its debt maturity profile and, together with the
planned asset sale, is likely to result in lower overall debt
levels," said Standard & Poor's credit analyst Cynthia Werneth.
"In addition, S&P views the planned sale of the polymer and resins
assets as favorable to credit quality, because industry
overcapacity has resulted in poor earnings in this business in
recent years."

The ratings on INVISTA reflect its weak business risk profile and
significant financial risk profile.

INVISTA is a leading global producer of nylon, spandex, and
polyester fibers and the chemical intermediates that INVISTA and
others use to make them.  The company also produces intermediates
used in the manufacture of polyurethane, coatings, solvents, and
rigid foam, as well as nylon engineering polymers for automotive,
electrical, consumer electronics, and sporting goods applications.
INVISTA also holds large positions in downstream applications,
such as fibers used in nylon carpeting and airbags, and benefits
from brands including STAINMASTER(R) carpet fiber and LYCRA(R)
fiber.  Nevertheless, most of its products are commodities, and
sales and earnings deteriorated sharply during the recent
recession, hit hard by the demand downturn in housing, auto,
retail clothing, and industrial markets.  Annual EBITDA dropped to
less than zero in 2008 and 2009 from more than $800 million in
2007.  However, since early 2009, financial performance has
strengthened significantly as a consequence of demand improvement,
steps INVISTA took to substantially reduce capacity across most of
its businesses, and the benefits of more than $2.4 billion that
its owners invested between the third quarter of 2008 and Sept.
30, 2010.  EBITDA for the 12 months ended Sept. 30, 2010, exceeded
$500 million.  At that date, total debt (which S&P adjust to
include tax-effected postretirement and environmental liabilities
and capitalized operating leases) to EBITDA was 2.2x.

S&P believes that INVISTA's debt repayment and strengthening
operating performance may warrant a modest upgrade.  S&P expects
to resolve the CreditWatch in coming weeks after evaluating recent
performance as well as management's strategic, capital spending,
and capitalization plans.  Among other things, S&P will focus on
the likely level of free operating cash flow (which only recently
turned positive) and the potential for large future investments.


ISTAR FINANCIAL: Declares Dividends on Five Series of Preferreds
----------------------------------------------------------------
iStar Financial Inc.'s Board of Directors has declared dividends
on the Company's Series D, Series E, Series F, Series G, and
Series I Preferred Stock.  For all five series of Preferred Stock,
dividends are payable on March 15, 2011 to holders of record on
March 1, 2011.

A dividend of $0.50 per share will be paid on the 8.00% Series D
Preferred Stock; a dividend of $0.492188 per share will be paid on
the 7.875% Series E Preferred Stock; a dividend of $0.4875 per
share will be paid on the 7.80% Series F Preferred Stock; a
dividend of $0.478125 per share will be paid on the 7.65% Series G
Preferred Stock; and a dividend of $0.46875 per share will be paid
on the 7.50% Series I Preferred Stock.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at Sept. 30, 2010, showed
$10.47 billion in total assets, $8.70 billion in total
liabilities, and stockholders' equity of $1.76 billion.

                           *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.


JACK GINDI: 10th Cir. Says Debtor's Appeal Was Not Stayed
---------------------------------------------------------
WestLaw reports that the automatic stay did not apply to a Chapter
11 debtor's appeal to a state appellate court of a judgment
entered against him, the Tenth Circuit Court of Appeals has ruled,
relying upon its precedent to affirm lower-court decisions.  In so
holding, however, the Court of Appeals noted that the other
circuit courts to have considered the issue had ruled to the
contrary, and that the treatise upon which it had relied in
reaching its earlier holding had explicitly rejected its view.  It
thus found tempting a request to overrule its prior decision, but
declined to do so since the state appellate court had already
resolved the debtor's appeal.  The Court of Appeals thus followed
its precedent on appeal, but indicated that the circuit's
bankruptcy courts might wish to rule in the alternative when the
issue arose in future cases.  In re Gindi, --- F.3d ----, 2011 WL
489690 (10th Cir.).

A copy of the Tenth Circuit's decision dated Feb. 14, 2011, is
available at http://is.gd/oQ1VCYfrom Leagle.com.  In this
proceeding, the Appellant is represented by:

         Craig A. Weinberg, Esq.
         Stevens, Littman, Biddison, Tharp & Weinberg, LLC
         250 Arapahoe, Suite 301
         Boulder, CO 80302-5854

Jack Gindi, the Debtor, is represented by:

         Cynthia T. Kennedy, Esq.
         Kennedy & Kennedy, P.C.
         308-1/2 E. Simpson St.
         Lafayette, CO 80026
         Telephone: (303) 604-1600

and Bank of the West is represented by:

         Annie Caitlin Howe, Esq.
         Gregory L. Williams, Esq.
         Markus Williams Young & Zimmerman LLC
         1700 Lincoln, Suite 4000
         Denver, CO 80203
         Telephone: (303) 830-0800
         E-mail: ahowe@markuswilliams.com
                 gwilliams@markuswilliams.com

Jack Gindi filed a chapter 11 petition (Bankr. D. Colo. Case No.
09-24436) on July 20, 2009.  A copy of the Debtor's chapter 11
petition is available at http://bankrupt.com/misc/cob09-24436p.pdf
at no charge.


JACK GINDI: 10th Cir. Says Biz Partner Entitled to Stay Relief
--------------------------------------------------------------
Jack Gindi filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code while the Colorado Court of Appeals was
considering two appeals arising out of a lawsuit brought against
him by Andreas Chizzali, his former partner in two companies.  The
bankruptcy court refused to lift the automatic stay to permit
further proceedings regarding the two issues raised by
Mr. Chizzali in his appeal; but it ruled that the automatic stay
did not apply to Mr. Gindi's separate appeal.  The Tenth Circuit
Bankruptcy Appellate Panel affirmed and Mr. Chizzali timely
appealed to the Tenth Court.

Circuit Judges Carlos F. Lucero, David M. Ebel, and Harris Hartz
affirmed.  The Tenth Circuit, however, held that Mr. Chizzali was
entitled to relief from the stay on one of his issues before the
Colorado appellate court.

"We affirm the denial of Chizzali's motion challenging the
automatic stay of his appeal of the state court's dismissal of the
contempt proceedings, we affirm the decision to allow gindi to
continue his appeal, and we affirm the denial of Chizzali's motion
to lift the stay under Sec. 362(d)(1).  But we reverse the denial
of Chizzali's motion under Sec. 362(d)(2) to lift the stay of his
appeal of the order setting aside the entry of default against
Bank of the West and remand for entry of an order lifting that
stay," Judge Hartz, who penned the decision, said.

The case before the Tenth Circuit is Andreas Chizzali, v. Jack
Gindi and Bank of the West, No. 10-1186 (10th Cir.).  A copy of
the decision, dated Filed February 14, 2011, is available at
http://is.gd/WqTkvPfrom Leagle.com.

Jack Gindi filed for Chapter 11 bankruptcy (Bankr. D. Colo.
09-_____) on July 20, 2009.


JAVO BEVERAGE: Receives Final Financing Approval
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Javo Beverage Co. Inc. received final approval on
Feb. 11 for $3.3 million in financing provided by a current
investor.

Coffee Holdings LLC has committed to provide up to $3.151 million
of financing, of which $500,000 plus interest and any all other
amounts due the prepetition loan will be reserved for a dollar-
for-dollar roll-up of a certain secured revolving promissory note,
dated January 6, 2011, issued prepetition to Coffee Holdings by
the Debtor.

A copy of the DIP financing agreement is available for free at:

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

The DIP facility will mature no later than June 30, 2011.

The DIP loans will bear interest at a rate equal to the London
Interbank Offered Rate plus 8.0%, with LIBOR subject to a floor of
1.5%.  Interest will be payable monthly, in cash, in arrears,
calculated on the basis of the actual number of days elapsed in a
360-day year.  In the event of default, the Debtor will pay an
additional 2% default interest per annum.

The Debtor will pay the DIP Lender an up-front commitment fee of
3.0% of the aggregate amount of the DIP commitment.

The DIP Facility will be secured by automatically perfected
superpriority senior liens with respect to (i) any unencumbered
assets of the Debtor, wherever located, now or hereafter owned,
provided, that the DIP Lender's liens on the proceeds of the
avoidance actions will be split 50-50 with Accord Financial, Inc.,
pursuant to its debtor-in-possession facto funding being provided
simultaneously with the DIP Facility; (ii) assets securing the
prepetition loan; and (iii) funds advanced by the DIP Lender in
the control account.

The DIP Facility will also be secured by junior liens on all other
assets of the Debtor that are subject to valid and perfected liens
in existence at the time of commencement of the bankruptcy case or
to valid liens in existence at the time of the commencement.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; fees payable to professional employed in the
Debtors' case; and up to $25,000 in fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtor also sought approval to use cash collateral.  The
Debtor was indebted to the Coffee Holdings at least (i) 500,000 in
principal amount of the prepetition loan made by the DIP Lender,
plus any interest, fees and expenses, as provided in prepetition
loan documents; (ii) $12 million in principal amount in respect of
the DIP Lender's 10% notes beneficially owned by it plus any
interest, fees, and expenses in accordance with the terms thereof;
and (iii) $5.2 million in principal amount in respect of the DIP
Lender's PIK Note, ranking senior in priority to the 10% Notes,
beneficially owned by it plus any interest, fees, and expenses in
accordance with the terms thereof.

In exchange for the use of cash collateral, the DIP Lender is
granted a valid, perfected replacement security interest in and
lien on all of the DIP collateral, and superpriority claims, with
priority in payment over any and all administrative expenses.

             Disclosure Statement Hearing on March 16

As reported by the Troubled Company Reporter on February 15, 2011,
the Bankruptcy Court will convene a hearing on March 16, 2011, at
10:00 a.m. (Eastern Time), to consider adequacy of the Disclosure
Statement explaining Javo Beverage's Plan of Reorganization.
Objections, if any, are due March 9, 2011, at 4:00 p.m.  Under the
Plan, in full satisfaction of the claims of certain creditor
classes, the new stock of Javo will be distributed as follows:

  * Holders of DIP financing claims aggregating $3.05 million
    will receive 27.9% of the new stock.

  * Holders of 5.84 million in senior notes will receive 53.3% of
    the stock of the reorganized Debtor.

  * Holders of $23.7 million in subordinated notes will receive
    18.8% of the new stock.

Based on the distributions, holders of secured claims, and general
unsecured claims and the senior notes are receiving 100 cents on
the dollar.  Holders of subordinated note claims are estimated to
recover 9.8% to 9.0%.  Holders of the existing preferred stock,
common stock, and warrants won't receive any distributions and
their interests would be cancelled.

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

                        About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D.
Del. Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins
Leck Gamble Mallory & Natsis LLP, serves as the Debtor's
bankruptcy counsel.  Robert J. Dehney, Esq., and Matthew B.
Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the
Debtor's co-counsel.  Goodwin Procter, LLP, is the Debtor's
special counsel.  Valcor Consulting LLC is the Debtor's financial
advisor.  Kurtzman Carson Consultants LLC is the Debtor's claims
agent.  The Debtor disclosed $14,659,681 in total assets and
$26,705,755 in total debts as of the Petition Date.


JEMAB FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: JEMAB Family Limited Partnership
        P.O. Box 641
        Putnam Valley, NY 10579

Bankruptcy Case No.: 11-35321

Chapter 11 Petition Date: February 13, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Timothy G. Griffin, Esq.
                  LAW OFFICES OF TIMOTHY G. GRIFFIN
                  77 Pondfield Rd.
                  Bronxville, NY 10708
                  Tel: (914) 771-5252
                  Fax: (914) 771-6752
                  E-mail: timgriffin1@gmail.com

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

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

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

The petition was signed by Eileen Myers, partner.


KWITCHURBELIAKIN: Dist. Court Affirms Chapter 11 Trustee Order
--------------------------------------------------------------
District Judge Joseph S. Van Bokkelen held that the bankruptcy
court did not abuse its discretion in appointing a chapter 11
trustee in Kwitchurbeliakin, LLC's Chapter 11 case.  LaPorte
Savings Bank filed the motion to appoint a trustee.  A copy of the
District Court's January 10, 2011 opinion and order is available
at http://is.gd/cEBYuafrom Leagle.com.

Kwitchurbeliakin LLC, was formed on April 27, 2004, by its members
Todd Apfel and Luise Marie Lesser.  On the same day, Mr. Apfel and
Ms. Lesser formed Arnie's Bowling and Recreation Center, Inc.

Kwitchurbeliakin, dba Thunderbird Lanes, filed for Chapter 11
(Bankr. N.D. Ind. Case No. 10-30824) on March 4, 2010.  Judge
Harry C. Dees, Jr., presided over the case. Rosalind G. Parr(JLS),
Esq. -- nwibankruptcy@yahoo.com -- serves as the Debtor's counsel.
In its petition, the Debtor listed $1 million to $10 million in
both assets and debts.


L FRUMUSA FAMILY: Court Dismiss Chapter 11 Case
-----------------------------------------------
Bankruptcy Judge John C. Ninfo, II, dismissed the Chapter 11 case
and authorized the dissolution of L. Frumusa Family Enterprise P1,
LLC, pursuant to 11 U.S.C. Sec. 1112(b), at the behest of Morgan
Serene Park, LLC.  A copy of the Court's February 14, 2011
Decision and Order is available at http://is.gd/6kGF94from
Leagle.com.

Lawrence Frumusa Land Development LLC, purportedly proceeding
"pro se," filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No.
09-21126) on ______ __, 2009, and Lawrence Frumusa filed a
chapter 11 petition (Bankr. W.D.N.Y. Case No. 09-21527) on June 5,
2009.  Mr. Frumusa was represented by James B. Glucksman, Esq.,
and Jonathan S. Pasternak, Esq., at Rattet Pasternak & Gordon-
Oliver in Harrison, N.Y.  Mr. Frumusa disclosed $8,607,260 in
assets and liabilities of $18,885,237 at the time of the filing.

The cases were ultimately converted to Chapter 7 cases, at which
time Michael H. Arnold, Esq., was appointed as the Chapter 7
Trustee for Land Development, and Lee E. Woodard, Esq., was
appointed as the Chapter 7 Trustee for the Frumusa Case.

P1 was placed in Chapter 11 bankruptcy by various alleged
creditors in the United States Bankruptcy Court for the Northern
District of New York, Albany Division, on May 19, 2010.  At that
time, real property owned by P1, commonly known as Phase 1, Scenic
Village, was the subject of a pending New York State Court
mortgage foreclosure proceeding, in which a receiver had been
appointed.

The P1 bankruptcy case was later transferred to the Bankruptcy
Court for the Western District of New York (Bankr. W.D.N.Y. Case
No. 10-21371) and an order for relief was entered on September 15,
2010.  Mr. Arnold was designated as the individual responsible to
file schedules and act on behalf of P1.

On September 2, 2010, Morgan Serene Park, which had purchased the
first mortgage on Phase 1 subsequent to the commencement of the
Foreclosure Proceeding, sought and obtained relief from the
automatic stay to proceed with all aspects of the Foreclosure
Proceeding.

On December 10, 2010, a creditor's committee was appointed in the
P1 case, however, the Committee has never engaged counsel to
represent it, in part because the Committee has acknowledged that
there were no unencumbered assets available in the P1 estate to
pay an attorney for the Committee.


LACK'S STORES: Austin Developer Bids for West Anderson Property
---------------------------------------------------------------
The Austin American-Statesman, citing court documents, reports
that Austin developer Peter Barlin has submitted a bid to buy the
West Anderson Lane property in Austin, Texas that until recently
was home to a Lack's furniture store

According to the report, the bid, for $3.1 million in cash "plus
other considerations," was submitted in the bankruptcy court as
part of Lacks Stores Inc.'s ongoing Chapter 11 case.

Mr. Barlin, the Statesman relates, is a longtime developer whose
projects include Penn Field on South Congress Avenue, where he and
partners redeveloped a former military training site into offices
and restaurants.

The report notes a March 2 auction is scheduled in Houston to
complete the sales, at which time bids could rise if there are
multiple bidders for the properties.

The Statesman discloses that the Austin property, at 2020 W.
Anderson Lane, was the only one Lack's owned in this area; the
other stores were leased.  It includes a 56,000 square foot
building and 4.9 acres of land, with a 2010 appraised value of
$2.87 million.

                        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.


LANCASTER FINANCING: S&P Gives Neg. Outlook, Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
from stable on Lancaster Financing Authority, Calif.'s tax
allocation bonds, issued for the central business district project
area.  At the same time, S&P affirmed the 'BB' long-term rating on
the TABs.

"S&P base the outlook revision on its view of the continued
assessed value declines across all project areas that have reduced
surplus net tax increment revenues available for transfer to the
CBD project area," said Standard & Poor's credit analyst Sussan
Corson.  Should declining assessed value trends continue, the CBD
project area could lose access to diminishing overall surplus
nonhousing net tax increment revenues from other project areas.
Should the agency rely on its debt service reserve or not have
access to surplus tax increment revenue, S&P could lower the
rating.

The rating reflects what S&P views as:

* Only 0.34x nonhousing maximum annual debt service coverage,
  based on the fiscal 2011 AV tax base after senior pass-through
  payments to underlying taxing agencies;

* Another 4.0% decline in AV in fiscal 2011 after a 9.6% drop in
  total AV for the project area in the past two years; and

* A concentrated tax base, with the 10 leading taxpayers
  comprising 33% of incremental AV in the project area.

These weaknesses are somewhat mitigated by S&P's opinion of:

* The agency's practice of transferring unpledged nonhousing tax
  increment in other project areas to cover a relatively small
  $148,000-$155,000 annual debt service on the bonds; and

* A fully funded cash debt service reserve at $122,044.

A first lien on incremental property taxes derived from the CBD
project area, net of housing set-asides (except for those used to
cover a small portion of housing-related debt service) and pass-
through payments under agreements with Antelope Water District and
Los Angeles County on behalf of a consolidated fire protection
district, secures the bonds.

The 440-acre CBD, which is in the city of Lancaster's historical
business center, is primarily made up of commercial property and
is the focus of the city's civic center and cultural development
efforts.

Lancaster, with a population of 153,373, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LAXAI PHARMA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Laxai Pharma Ltd.
        fdba NexGen Biofuels Ltd.
        fdba Healthcare Technologies Ltd.
        8905 Regents Park Dr., Suite 210
        Tampa, FL 33647

Bankruptcy Case No.: 11-02497

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Murty Azzarapu, director.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
OSR Holding Corp.                      11-02494   02/14/11


LEE COUNTY: S&P Changes Outlook to Stable, Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB' long-term and underlying
ratings on Lee County Industrial Development Authority, Fla.'s
various healthcare facilities bonds, issued for Shell Point
Village, a life-care-based continuing-care retirement community in
Fort Myers, Fla.

"The revised outlook reflects S&P's view of SPV's improved
operations and occupancy over the past two years, and its
expectation that SPV will remain profitable while continuing to
improve its weak liquidity levels," said Standard & Poor's credit
analyst Margaret McNamara.  "If SPV is unable to maintain its
improved operations and demand, if liquidity continues to decline,
or if, although unlikely, SPV issues any additional debt over the
next two years, S&P may revise the outlook back to negative," Ms.
McNamara added.

Standard & Poor's also affirmed its 'AA/A-1' rating on the
authority's series 1999B and 2002 variable-rate demand bonds,
issued for SPV based on the low correlation joint criteria.  In
S&P's view, the rating reflects the security of Bank of America
N.A.'s ('A+/A-1') letter of credit for the two issues, and the
'BB' SPUR on SPV.  Both LOCs expire in November 2012.

The 'BB' ratings reflect S&P's assessment of SPV's historically
strong demand and market position as Florida's largest CCRC, with
approximately 2,000 residents and occupancy levels that rebounded
in fiscal 2009 and 2010 following the repricing of certain
contracts; its improved operations in fiscal 2010, generating good
adjusted coverage of 2.2 x compared with 1.7x in fiscal 2009; and
its stable and experienced management team that has a strong
record of designing, building, preselling, and filling its
projects on time and, for the most part, within budget.

Credit concerns that S&P believes partially mitigate these
strengths include SPV's general industry pressures related to the
housing market and local regional economy; its limited balance
sheet, with 137 days' cash on hand and an unrestricted cash-to-
debt ratio of just 14% at fiscal year-end 2010 and 13% on Dec. 31,
2010; and its high debt leverage, with an adjusted debt-to-capital
ratio of 51% in fiscal 2010.

The obligated group's pledge of revenue, debt service reserve
fund, and mortgages secures the bonds.  The obligated group
consists of SPV and Alliance, a retirement community in Deland,
Fla. that has a common governance structure with SPV (collectively
referred to as the SPV obligated group).  The financial results
referred to in this analysis pertain to the SPV obligated group
and nonobligated affiliates of both SPV and Alliance, unless
otherwise noted.  Total rated debt outstanding is approximately
$202 million as of June 30, 2010.  In addition, SPV has
approximately $18 million of other unrated long-term debt in the
form of notes and a term loan.  However, Standard & Poor's
analysis includes all debt outstanding.  SPV is predominately a
type 'A' life-care community, and as of the June 30, 2010 audit,
there is no liability to provide future services.


LEHMAN BROTHERS: Proposes Foster & Graham as Special Counsel
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed an
application to employ Foster, Graham, Milstein & Cailsher LLP as
their special counsel.

Foster Graham has served as one of the "ordinary course"
professionals of the Debtors.  Its fees and expenses, however,
might exceed the $1 million compensation cap for OCPs, prompting
the Debtors to seek court approval to employ the firm pursuant to
Section 327 of the Bankruptcy Code.

As special counsel, the firm will continue to provide the same
services, which include pursuing loss recovery litigation and
representing LBHI in the defense of claims related to the
purchase, sale, transfer and securitization of mortgage loans.

Foster Graham will be paid for its services on an hourly basis
and will be reimbursed for its expenses.  The hourly rates for
the firm's professionals range from $325 to $425 for partners,
$225 to $325 for associates, and $100 to $150 for paralegals and
non-lawyer professionals.

In an affidavit, Daniel Calisher, Esq., at Foster Graham,
declares that the firm "is not currently adverse to the Debtors
or their affiliates."

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Weil to Represent A&M, Debtor in Employee Suit
---------------------------------------------------------------
Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
the lead bankruptcy counsel for Lehman Brothers Holdings Inc.,
filed with the Bankruptcy Court an affidavit disclosing that Wendy
Uvino, a former Lehman employee, filed a lawsuit against Lehman
Brothers Holdings Inc., Alvarez and Marsal LLC, and its employee,
Robert Hershan.

Ms. Uvino asserts causes of action for constructive discharge and
hostile work environment in connection with her employment with
LBHI, according to the affidavit.  The lawsuit was filed in the
U.S. Bankruptcy Court for the Southern District of New York on
December 14, 2010.

"As the defendants' interests are aligned, Weil has agreed to
jointly represent the defendants with respect to the resolution
of this matter," Mr. Miller said in the affidavit.  Mr. Miller
also disclosed that it is representing A&M and some of the
Debtors' affiliates in another lawsuit filed by a certain Robert
Parker.

Mr. Parker alleges that the defendants engaged in conduct that
purportedly arose to intentional interference with contract,
intentional interference with economic advantage and conspiracy
in connection with Lehman's defense of a securities class action.

The lawsuit was filed in the Superior Court of the State of
California City and County of San Francisco on October 21, 2010.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: J. Taylor Wants to Pursue Counterclaim
-------------------------------------------------------
A former employee of Lehman Brothers Holdings Inc.'s broker-
dealer unit has sought a court ruling determining that the
automatic stay does not prevent him from prosecuting his counter-
claim against the company.

Jason Taylor was formerly employed as an investment
representative in Lehman Brothers Inc.'s office in Dallas, Texas.
He was allegedly summarily terminated after LBI was put under
liquidation in September 2008.

Mr. Taylor filed a counter-claim against LBHI in response to an
arbitration case the company brought against him before the
Financial Industry Regulatory Authority.  He seeks in the FINRA
arbitration the principal amount of the note he executed to
memorialize an upfront bonus that was offered to induce him to
resign from his job at Morgan Stanley DW Inc. and bring his
clients with him to LBI.

Willard Knox, Esq., at Paduano & Weintraub LLP, in New York, says
Mr. Taylor lost some of his clients because of LBHI's
misrepresentation and failure to disclose its true financial
status.

Unaware of LBHI's true financial condition, Mr. Taylor repeatedly
assured his clients that all was well at the company and that
they need not move their accounts elsewhere, according to Mr.
Knox.

"Lehman's wrongdoing and bankruptcy severely damaged and, in some
cases, destroyed Mr. Taylor's client relationships," Mr. Knox
says in court papers.

"Given that the Lehman bankruptcy continues, Mr. Taylor still
must assist clients whose assets are frozen and thus cannot be
reinvested and must do so without compensation," Mr. Knox says.

The Court will hold a hearing on March 23, 2011, to consider
approval of the request.  The deadline for filing objections is
March 16, 2011.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Balks at Fidelity Nat'l Motion to Compel
--------------------------------------------------------------
Lehman Commercial Paper Inc. asks the Court to deny approval of
Fidelity National Title Insurance Company's motion to compel.

Fidelity National filed the motion to compel LCPI to comply with
the firm's insurance policies.  The move came after LCPI
allegedly refused to cooperate with Fidelity National in
investigating the company's claims as required under those
policies by denying the insurance firm access to information.

Fidelity National issued the insurance policies to LCPI for the
deeds of trust recorded against three real estate development
projects in Southern California to secure the loans provided for
those projects.

LCPI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, says the company has cooperated and will
continue to cooperate with Fidelity National in producing the
documentation to aid the insurance firm's investigation.

"LCPI has provided Fidelity with a substantial amount of relevant
information, materials and documentation, including the very
information Fidelity alleges LCPI has failed to produce," Mr.
Perez says in court papers.

Mr. Perez sees the insurance firm's request as a "procedurally
improper attempt to obtain equitable relief from the Court."  He
points out that under the bankruptcy laws, a proceeding to obtain
equitable relief must be filed as an adversary case.

New York-based Cadwalader Wickersham & Taft LLP, which also
serves as LCPI's legal counsel, has filed a declaration in
support of the company's objection.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Inks Deal to Elevate Interests in Mach Gen
----------------------------------------------------------------
Lehman Commercial Paper Inc. has entered into an agreement in
connection with the elevation of certain interests in Mach Gen
LLC and the assumption of certain open trades.

The signatories to the agreement are Barclays Capital Inc.,
Strategic Value Master Fund Ltd., BDF Limited and the court-
appointed trustee for Lehman Brothers Inc., James W. Giddens.

Under the deal, Barclays agreed to drop its claim to the
participation interests in certain equity interests in MACH Gen,
which were acquired by SVM and BDF Limited from LCPI.  Barclays
also agreed with the elevation of those participation interests
pursuant to an assignment and acceptance agreement.

SVMF and BDF previously entered into two assignment and
acceptance agreements with LBI, which call for the elevation of
the participation interests so that they would become the record
holder and beneficial owner of those interests.

Under the deal, SVMF and BDF are required to take all actions
necessary to consummate the trades they entered into with LBI for
the purchase of certain equity interests in MACH Gen.  These
include the payment of $5.930 million, of which more than $5.4
million is on account of the trades to which SVMF is party.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/LBHI_STIPMachGen.pdf

The Court will consider approval of the agreement on February 14,
2011, at 12:00 p.m.  The deadline for filing objections is
February 14, 2011, at 11:00 a.m.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEVEL 3 COMMUNICATIONS: Southeastern Asset Has 31.1% Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 8, 2011, Southeastern Asset
Management, Inc. disclosed that it beneficially owns 537,757,880
shares of common stock of Level 3 Communications Inc. representing
31.1% of the shares outstanding.  Longleaf Partners Fund owns
197,596,758 or 11.4% equity stake while Mason O. Hawkins owns no
shares of the Company.  As of November 2, 2010, there were
1,669,210,966 shares of common stock of the Company outstanding.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
$157 million in stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


M. SLAVIN & SONS: Close to $800,000 Financing
---------------------------------------------
Lisa Fickenscher at Crain's New York reports that M. Slavin &
Sons, which has recently filed for Chapter 11 bankruptcy
protection, lost a lot of business in 2009 and 2010.  The Company
cut payroll by almost 50% during that time to lower its expenses
and also shut down unprofitable lines of business.  There are
currently 105 employees.

According to Crain's, the Company's liabilities include a
$5.4 million debt to Capital One and an $11 million debt to the
Hunts Point Cooperative Market.  The Company's assets include
approximately, $400,000 in cash and receivables totaling more than
$3.1 million and inventory of about $600,000.  The company also
owns 13 lots of property in Brooklyn and Queens.

The Company, Crain's relates, said it is close to reaching a deal
with a finance company for an $800,000 loan to be used as working
capital, allowing it to continue purchasing inventory and making
deliveries.  The Company was perhaps hurt by the diversity of its
offerings.

                      About M. Slavin & Sons

M. Slavin & Sons, Ltd., is a seafood vendor based in Bronx, New
York.  Founded in the early 1900s, the Company also operates a
processing facility in Point Judith, Rhode Island.  The Company
delivers seafood, including whole fish, fillets, live shellfish
and breaded, smoked, canned or frozen products, to more than 1,000
customers in the tri-state area.

M. Slavin & Sons filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 11-10589) on Feb. 14, 2011.  Gerard R. Luckman, Esq.
at Silvermanacampora, LLP, in Jericho, New York, represents the
Debtor.  The Debtor estimated assets of $1 million to $10 million
and debts of $10 million to $50 million as of the Chapter 11
filing.


MAGNOLIA FINANCE: S&P Raises Ratings on $9 Mil. Notes to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Magnolia
Finance I PLC's $9 million collateralized debt obligation
referenced fixed-rate notes series 2005-19 to 'B+' from 'CCC-' and
removed it from CreditWatch with positive implications.

The rating on the fixed-rate notes is dependent on the lower of
S&P's ratings on (i) the interest rate and credit default swap
counterparty, Credit Suisse First Boston International (A+), and
(ii) the reference obligation, CSAM Funding II's class D notes due
Oct 15, 2019 ('B+ (sf)/NM').

The rating action follows the Feb. 8, 2011, raising of S&P's
rating on the reference obligation to 'B+ (sf)' and its removal
from Creditwatch with positive implications.  S&P may take
subsequent rating actions on the fixed-rate notes due to the
changes in S&P's ratings assigned to the reference obligation or
Credit Suisse First Boston International.


MAJESTIC LIQUOR: 2nd Amended Plan Declared Effective
----------------------------------------------------
Majestic Liquor Stores Inc. and its debtor-affiliates say that
their second amended joint Chapter 11 plan of reorganization
became effective:

  -- Dec. 31, 2010, is the effective date of the plan as to the
     the Majestic debtors; and

  -- Jan. 1, 2011, is the effective date of the plan as John
     Bratton, Kyle Fair, and Suzanne Fair.

The Dec. 29, 2010 edition of the Troubled Company Reporter
reported on the U.S. Bankruptcy Court for the Northern District of
Texas's confirmation of Majestic Liquor Stores, Inc., et al.'s
Plan of Reorganization, as twice amended.

The Plan provides that the Reorganized Debtors will assume the
liability for and obligation to perform and make all distributions
or payments on account of all Allowed Claims.  All distributions
or payments will be made by the respective responsible Reorganized
Debtors.  The estimated percentage recovery for all creditors is
100%, except for the Class 6 - NRP Claim which is unknown.

The payments to be made by Reorganized Majestic under the Plan
will be funded from Reorganized Majestic's income and revenues
from operation of its business.  The payments to be made by
Reorganized Majestic Grapevine under the Plan will be
funded from (a) available cash on hand held by Reorganized
Grapevine and (b) payments received by Reorganized Majestic
Grapevine from Reorganized Majestic under the Plan on account of
Majestic Grapevine's Rejection Claim against Majestic arising from
Majestic's rejection of the lease between Majestic Grapevine and
Majestic with respect to the Cuney Property.

The payments to be made by Reorganized Majestic Properties under
the Plan will be made from the Majestic Properties Savings
Account.  The payments to be made by the Reorganized Individual
Debtors under the Plan will be funded from (a) the funds received
by the Reorganized Individual Debtors on account of the
Bratton/Fair Tax Refunds, (b) the Reorganized Individual Debtors'
future earnings, and (c) other sources of available cash on hand
of the Reorganized Individual Debtors.

                       About Majestic Liquor

Fort Worth, Texas-based Majestic Liquor Stores, Inc. -- dba Double
T Discount Beer & Wine No. 2, et al. -- was incorporated in 1955.
It operates Texas retail stores for the sale of liquor, beer, wine
and bar supplies.  The Company operates 46 retail stores and three
wholesale locations.

Majestic Liquor together with its affiliates filed for Chapter 11
bankruptcy protection on June 6, 2010 (Bankr. N.D. Tex. Case No.
10-43849).  J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at
Forshey & Prostok, LLP, assists the Company in its restructuring
effort.  Focus Management Group USA Inc. is the Company's
financial advisor.  The Company estimated its assets and debts at
$10 million to $50 million.

Kyle Tate Fair filed for Chapter 11 protection on June 8, 2010
(Bankr. N.D. Tex. Case No. 10-43885) John Y. Bonds, III, Esq., at
Shannon, Gracey, Ratliff & Miller, represents the Debtor.


MAJESTIC STAR: Gets Court's Nod to Continue Using Cash Collateral
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has amended, at the behest of the Majestic Star
Casino, LLC, et al., the final order authorizing the Debtor's use
of cash collateral.

The Troubled Company Reporter on Dec. 22, 2010 reported on the
Bankruptcy Court's entry of a final order authorizing the Debtors'
use of cash representing collateral for secured lenders.

Under the amended court order, the Debtor is authorized to
continue using the cash collateral until April 17, 2011.  The
Debtors will use the cash collateral pursuant to a budget, a copy
of which is available for free at:

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

Prepetition, the Debtors had entered into a loan and security
agreement with a syndicate of lenders led by Wells Fargo Capital
Finance, Inc., as agent, wherein the secured lenders made loans
and provided other financial accommodations with the Debtors.  The
prepetition credit agreement provided for revolving loans in an
aggregate principal amount of up to $80 million.  Payments
authorized and made by the Debtors have reduced the principal
amount of prepetition first lien obligations to $62,513,514
through and including Jan. 21, 2011.  The Debtors granted the
Agent valid and perfected first-priority continuing liens on and
security interests in the collateral.

The Debtors are also indebted to the Bank of New York Mellon Trust
company, N.A., in the aggregate principal amount of $300 million
through and including January 21, 2011, exclusive of accrued but
unpaid interest, costs, fees and expenses.  The Debtors granted
Bank of New York valid and perfected second-priority continuing
liens on and security interests in the collateral.

As adequate protection, the Agent will be provided with (i) a cash
paydown of the principal amount of the prepetition first lien
obligations to $58 million; (ii) current cash payment of interest
at the rate being charged on the prepetition first lien
obligations as of the Petition Date and reasonable and documented
fees and expenses otherwise required to be paid by the Debtors
pursuant to the terms of the prepetition credit agreement; (iii) a
cash collateral extension fee of $175,000, to be shared among the
Secured Lenders on a pro rata basis; (iv) administrative claims as
provided for herein; and (v) solely to the extent of diminution in
the value of the collateral, additional and replacement security
interests and liens in and upon all real or personal assets of the
Debtors' estates that would constitute collateral.

To the extent of diminution in the value of the collateral, the
Agent and Bank of New York are granted, effective and perfected as
of the Petition Date, a valid and perfected replacement security
interest in, and lien on, the collateral.

The Agent is granted an allowed administrative claim, to the
extent that the adequate protection liens don't adequately protect
the diminution in the value of the collateral.

The Debtors will provide the Lenders weekly and monthly reports,
documents and other information.

Until the expiration date, the Debtors are required to maintain,
on a weekly basis a minimum cash balance of at least 80% of the
lowest weekly ending cash balance amount, or at least $39 million,
for each month as set forth in the budget.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MANHATTAN PHARMA: Bondholders Agree to Forbearance Until Yearend
----------------------------------------------------------------
Manhattan Pharmaceuticals, Inc., entered into a waiver and
forbearance agreement on Feb. 9, 2011, with the requisite holders
of the Company's 12% senior secured notes.  The Noteholders agreed
to forbear the exercise of their rights under the Notes and waive
the default thereof until Dec. 31, 2011.

The Company issued a total of $1,725,000 principal amount of the
Notes in 2008 and 2009.  $1,035,000 of the Notes matured on
November 19, 2010, $280,000 of the Notes matured on Dec. 22, 2010,
and $410,000 of the Notes matured on Feb. 3, 2011.

As part of the Extension Agreement, the Company has agreed to take
prompt steps to seek to reduce its outstanding indebtedness by
permitting the Noteholders to convert the Notes into shares of the
Company's common stock at a conversion price of $0.01 per share,
which will require the Company to obtain stockholder approval to,
among other things, increase the number of the Company's
authorized common stock.

A copy of the agreement and list of the lenders is available
at http://is.gd/asTsZI

                 About Manhattan Pharmaceuticals

Based in New York, Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN)
is a specialty healthcare product company focused on the
development and commercialization of innovative treatments for
underserved patient populations.  The company is currently focused
on two programs: AST-726, a nasally delivered vitamin B12
remediation treatment, and AST-915, an orally delivered product
candidate for the treatment of essential tremor.  The company also
has an equity ownership position in Hedrin(R), a non-insecticide
treatment for head lice currently being developed by Nordic
Biotech for the North American market.


MAURO PADILLA: Bankruptcy Judge Dismisses Chapter 11 Case
---------------------------------------------------------
Patrick Danner at My San Antonio a U.S. bankruptcy judge dismissed
a Chapter 11 filing by developer Mauro T. Padilla III and his
wife, allowing creditors to pursue collection efforts against the
couple.

According to the report, Mr. Padilla, who is scheduled to be
sentenced next month in federal court for lying to a bank to
secure additional funding for a now-failed townhouse project near
the Toyota plant, had filed bankruptcy protection in August after
a lender sought to foreclose on the couple's San Antonio estate.

My San Antonio relates the U.S. trustee's office last month had
requested the court either dismiss the bankruptcy or convert it to
a Chapter 7 liquidation, claiming the Padillas had insufficient
cash flow to repay creditors.  The Mr. Padillas' attempt to
reorganize their debts was complicated by what they owe the IRS.
The amount is reported in court papers as $750,000.  But that
includes taxes on income that should have been attributed to a
bankrupt company that Padilla operated -- not to Mr. Padilla
personally, the report quotes Mr. Padilla's bankruptcy lawyer,
Steven Cennamo, as stating.

The Padillas' bankruptcy listed almost $1.2 million in assets and
$7.7 million in liabilities.  Demetrio Duarte Jr., a lawyer for a
plumbing contracting company that claims Padilla owes it $30,400,
said his client is concerned about whether Padilla will be ordered
to pay restitution to his victims when the developer is sentenced.

According to My San Antonio, Mr. Padilla's criminal lawyer, Adam
Cortez, filed a motion to postpone the March 2 sentencing.
Mr. Cortez said in the court filing he needs more time to review
"alleged victim statements" that will be used by prosecutors in an
effort to "enhance" Padilla's sentencing.  The U.S. attorney's
office is opposed to the delay, Mr. Cortez wrote.

Mauro T. Padilla and Maria del Rosario Padilla filed a joint
Chapter 11 petition (Bankr. W.D. Tex. Case No. 10-53307) in San
Antonio, Texas, on Aug. 31, 2010.

The Debtors are represented by:

       J. Todd Malaise, Esq.
       Steven G. Cennamo, Esq.
       MALAISE LAW FIRM
       909 NE Loop 410, Suite 300
       San Antonio, TX 78209
       Tel: (210) 732-6699
       Fax: (210) 732-5826
       E-mail: notices@malaiselawfirm.com
               stevec@malaiselawfirm.com


MAYAGUEZ ADVANCED: MEDHS's Suit vs. SISSO Goes Back to State Court
------------------------------------------------------------------
Bankruptcy Judge Brian K. Tester remanded the lawsuit, Medical
Educational & Health Services, Inc., v. Sistemas Integrados De
Salud Del Suroeste, Inc. & Mayaguez Medical Center-Dr. Ramon
Emeterio Betances, Inc., Adv. Pro. No. 10-202 (Bankr. D. P.R.), to
the Commonwealth of Puerto Rico's Court of First Instance,
Superior Court of Mayaguez.

Medical Educational and Health Services filed a motion for
possessory injunction on behalf of Mayaguez Advanced Radiotherapy
Center, Inc., against Sistemas Integrados de Salud del Suroeste,
Inc. and Mayaguez Medical Center in the Commonwealth of Puerto
Rico's Court of First Instance, Superior Court of Mayaguez.  MEDHS
leased radiology facilities to MARC.

The complaint in the state action avers that MARC leased a radio-
oncology laboratory from MMC and that MMC improperly revoked that
lease, dispossessing MEDHS and MARC of their possessory interest.
Specifically, the possessory rights involve the use of parking
facilities for its employees and access to a lateral entrance
directly into MARC's facility located on MMC's premises used by
the facility's cancer patients.

In the state action, MEDHS seeks a possessory injunction against
SISSO and MMC under section 690 of the Puerto Rico Code of Civil
Procedure, 32 L.P.R.A. Sec. 3561.  MEDHS filed the adversary
proceeding seeking to remove the state action to the Bankruptcy
Court under 28 U.S.C. Sec. 1452 and F.R.B.P. 9028.  In its Notice
of Removal, MEDHS argues that the bankruptcy removal statute, 28
U.S.C. Sec. 1452(a), grants defendants the right to "remove any
claim or cause of action in a civil action [-] to the district
court for the district where such civil action is pending, if such
district court has jurisdiction of such claim or cause of action
under section 1334 of this title."

SISSO maintains that the lawsuit is a non-core proceeding subject
to mandatory abstention under 28 U.S.C. Sec. 1334(c)(2) because
the basis of the suit rests solely on Commonwealth law, and it
would not have been brought in federal court absent the bankruptcy
case.

Judge Tester agrees that the action is a non-core proceeding that
stems from Commonwealth law, lacks a federal jurisdictional basis
outside of bankruptcy, and in the absence of bankruptcy, could be
timely resolved in the state court where it was commenced.

A copy of the Court's February 10, 2011 Opinion and Order is
available at http://is.gd/ju3KDxfrom Leagle.com.

            About Mayaguez Advanced Radiotherapy Center

Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy
Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
09-04540) on June 2, 2009.  Fausto D. Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP,
serves as Debtor's counsel.  The Debtor disclosed US$3,810,510 in
total assets and US$1,357,473 in total debts in its schedules
attached to the petition.

           About Medical Educational and Health Services

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated US$10 million to $50 million in assets and US$1 million
to US$10 million in liabilities.  The Debtor is represented by:

     Rafael Gonzalez Velez, Esq.
     1806 Calle McLeary Suite 1-B
     San Juan, PR 00911-1321
     Tel: (787) 726-8866
     Fax: (787) 726-8877
     E-mail: rgvlo@prtc.net


MEDICAL EDUCATION: Suit vs. SISSO Goes Back to State Court
----------------------------------------------------------
Bankruptcy Judge Brian K. Tester remanded the lawsuit, Medical
Educational & Health Services, Inc., v. Sistemas Integrados De
Salud Del Suroeste, Inc. & Mayaguez Medical Center-Dr. Ramon
Emeterio Betances, Inc., Adv. Pro. No. 10-202 (Bankr. D. P.R.), to
the Commonwealth of Puerto Rico's Court of First Instance,
Superior Court of Mayaguez.

Medical Educational and Health Services filed a motion for
possessory injunction on behalf of Mayaguez Advanced Radiotherapy
Center, Inc., against Sistemas Integrados de Salud del Suroeste,
Inc. and Mayaguez Medical Center in the Commonwealth of Puerto
Rico's Court of First Instance, Superior Court of Mayaguez.  MEDHS
leased radiology facilities to MARC.

The complaint in the state action avers that MARC leased a radio-
oncology laboratory from MMC and that MMC improperly revoked that
lease, dispossessing MEDHS and MARC of their possessory interest.
Specifically, the possessory rights involve the use of parking
facilities for its employees and access to a lateral entrance
directly into MARC's facility located on MMC's premises used by
the facility's cancer patients.

In the state action, MEDHS seeks a possessory injunction against
SISSO and MMC under section 690 of the Puerto Rico Code of Civil
Procedure, 32 L.P.R.A. Sec. 3561.  MEDHS filed the adversary
proceeding seeking to remove the state action to the Bankruptcy
Court under 28 U.S.C. Sec. 1452 and F.R.B.P. 9028.  In its Notice
of Removal, MEDHS argues that the bankruptcy removal statute, 28
U.S.C. Sec. 1452(a), grants defendants the right to "remove any
claim or cause of action in a civil action [-] to the district
court for the district where such civil action is pending, if such
district court has jurisdiction of such claim or cause of action
under section 1334 of this title."

SISSO maintains that the lawsuit is a non-core proceeding subject
to mandatory abstention under 28 U.S.C. Sec. 1334(c)(2) because
the basis of the suit rests solely on Commonwealth law, and it
would not have been brought in federal court absent the bankruptcy
case.

Judge Tester agrees that the action is a non-core proceeding that
stems from Commonwealth law, lacks a federal jurisdictional basis
outside of bankruptcy, and in the absence of bankruptcy, could be
timely resolved in the state court where it was commenced.

A copy of the Court's February 10, 2011 Opinion and Order is
available at http://is.gd/ju3KDxfrom Leagle.com.

            About Mayaguez Advanced Radiotherapy Center

Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy
Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
09-04540) on June 2, 2009.  Fausto D. Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP,
serves as Debtor's counsel.  The Debtor disclosed US$3,810,510 in
total assets and US$1,357,473 in total debts in its schedules
attached to the petition.

           About Medical Educational and Health Services

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated US$10 million to $50 million in assets and US$1 million
to US$10 million in liabilities.  The Debtor is represented by:

     Rafael Gonzalez Velez, Esq.
     1806 Calle McLeary Suite 1-B
     San Juan, PR 00911-1321
     Tel: (787) 726-8866
     Fax: (787) 726-8877
     E-mail: rgvlo@prtc.net


MESA AIR: CRAFT to Sell, Transfer General Unsecured Claims
----------------------------------------------------------
Canadian Regional Aircraft Finance Transaction Limited No. 1
notifies the Bankruptcy Court of its intention to cause the
relevant trustees under certain Trust Indentures to sell, trade or
otherwise transfer the general unsecured claims that the Trustees
hold against the Debtors for the benefit of CRAFT.

The Trustees hold general unsecured claims against the Debtors
for the benefit of CRAFT, which claims have been allowed pursuant
to the Court's January 19, 2011 order approving the Settlement
and Agreement between the Debtors and U.S. Bank National
Association, Manufacturers and Traders Trust Company, and CRAFT.

    * Claim No. 1094 is allowed for $5,448,081 against Mesa Air
      Group, Inc.

    * Claim No. 1464 is allowed for $5,448,081 against Mesa Air
      Lines Inc.

    * Claim No. 1090 is allowed for $92,601,383 against Mesa Air
      Lines Inc.

The Trustees are not transferring or assigning any of its rights
or interests in the US Bank Security Deposit and the MT&T
Security Deposit.

It is proposed that the Trustees sell, trade or otherwise
transfer the General Unsecured Claims.  If the Proposed Transfer
is permitted to occur, CRAFT will beneficially own claims against
the Debtors in the aggregate principal amount of $92,601,383.

                       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: Refine Inc. Buys Transamerica's Claims
------------------------------------------------
The Bankruptcy Clerk recorded the transfer of these claims from
January 25, 2011 to January 31, 2011:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Federal Lock and     Archon Bay Capital      --           $192
Safe Inc.            LLC

Lyddon Aero Center   Archon Bay Capital      --         $5,699
Inc.                 LLC

Macke Water Systems  Archon Bay Capital      --         $3,796
Inc.                 LLC

Transamerica         Refine, Inc.         1434/    $10,986,661
Aviation LLC                              1069/
                                           568

Transamerica         Refine, Inc.         1435/    $10,986,661
Aviation LLC                               669

Transamerica         Refine, Inc.         1458/    $11,028,960
Aviation LLC                              1068/
                                           569

Transamerica         Refine, Inc.         1459/    $11,028,960
Aviation LLC                               670

               Notices of Partial Claim Transfers

U.S. Bank National Association partially transferred certain of
its claims to these entities:

Claim No.  Transferee                      Portion   Claim Amount
---------  ----------                      -------   ------------
1202     Brigade Leveraged Capital       50.0000%    $5,829,065
            Structures Funds Ltd.
          Kitty Hawk Master Fund II Ltd.  42.6325%    $4,970,152
          Kitty Hawk Master Fund Ltd.      7.3675%      $858,912

1204     Brigade Leveraged Capital       50.0000%    $6,075,503
            Structures Funds Ltd.
          Kitty Hawk Master Fund II Ltd.  42.6325%    $5,180,277
          Kitty Hawk Master Fund Ltd.      7.3675%      $895,225

1203/    Brigade Leveraged Capital       50.0000%    $5,829,065
1480       Structures Funds Ltd.
          Kitty Hawk Master Fund II Ltd.  42.6325%    $4,970,152
          Kitty Hawk Master Fund Ltd.      7.3675%      $858,912

1205/    Brigade Leveraged Capital       50.0000%    $6,075,503
1479       Structures Funds Ltd.
          Kitty Hawk Master Fund II Ltd.  42.6325%    $5,180,277
          Kitty Hawk Master Fund Ltd.      7.3675%      $895,225

Claim No. 1203 has been amended by Claim No. 1480.  Claim No.
1205 has been amended by Claim No. 1479.

Landesbank Baden - Wurttemberg also partially transferred certain
of its claims to these entities:

Claim No.  Transferee                      Portion   Claim Amount
---------  ----------                      -------   ------------
1157     Kitty Hawk Master Fund Ltd.     34.0000%    $3,651,836
          Kitty Hawk Master Fund II Ltd.  30.0000%    $3,222,208
          Brigade Leveraged Capital       30.0000%    $3,222,208
            Structures Fund Ltd.
          Kitty Hawk Onshore Fund LP       6.0000%      $644,441

1158/    Kitty Hawk Master Fund Ltd.     34.0000%    $3,651,836
1443     Kitty Hawk Master Fund II Ltd.  30.0000%    $3,222,208
          Brigade Leveraged Capital       30.0000%    $3,222,208
            Structures Fund Ltd.
          Kitty Hawk Onshore Fund LP       6.0000%      $644,441

1159/    Kitty Hawk Master Fund Ltd.     34.0000%    $3,762,486
1442     Kitty Hawk Master Fund II Ltd.  30.0000%    $3,319,841
          Brigade Leveraged Capital       30.0000%    $3,319,841
            Structures Fund Ltd.
          Kitty Hawk Onshore Fund LP       6.0000%      $663,968

1160     Kitty Hawk Master Fund Ltd.     34.0000%    $3,762,486
          Kitty Hawk Master Fund II Ltd.  30.0000%    $3,319,841
          Brigade Leveraged Capital       30.0000%    $3,319,841
            Structures Fund Ltd.
          Kitty Hawk Onshore Fund LP       6.0000%      $663,968

Claim No. 1158 has been amended by Claim No. 1443.  Claim No.
1159 has been amended by Claim No. 1442.

                       February Claims Transfer

On February 1, 2011, the Bankruptcy Clerk recorded the transfer
of these claims:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Manufacturers &      Contrarian Funds,     1094     $5,448,601
Traders Trust Co     LLC                   1464     $5,448,601

U.S. Bank National   Contrarian Funds,     1090    $92,601,383
Association          LLC

                       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).


MINERALS CONTINENTAL: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Minerals Continental, Inc.
        1725 Black River Court, NE
        Rio Rancho, NM 87144

Bankruptcy Case No.: 11-50435

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

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

Scheduled Assets: $2,617,079

Scheduled Debts: $753,308

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-50435.pdf

The petition was signed by Richard C. French, president.


MONEY TREE: Incurs $4.10 Million Net Loss in Dec. 25 Quarter
------------------------------------------------------------
The Money Tree Inc. reported a net loss of $4.10 million on
$2.46 million of interest and fee income for the three months
ended Dec. 25, 2010, compared with a net loss of $3.75 million on
$3.30 million of interest and fee income for the same period in
the prior year.

The Company's balance sheet at Dece. 25, 2010 showed
$40.47 million in total assets, $90.48 million in total
liabilities and $50.01 million in total shareholders' deficit.

The Company said in the filing with the Securities and Exchange
Commission that it has experienced significant liquidity issues
due to the lack of net sales in its debt offerings during the
fiscal year ended September 25, 2009 and continuing through the
quarter ended December 25, 2010.  The recessionary economy has
negatively impacted investor confidence and, on two occasions
during the past two years, the Company temporarily suspended the
offering of its debt securities to the public while the Company
restated previously issued financial statements to correct errors
detected in those statements.  In order to preserve cash, the
Company tightened its risk management controls related to new
loans resulting in a decrease in gross loan originations of
$5.6 million for the three months ended Dec. 25, 2010 compared to
the same period in the prior year, and the Company:

   (1) received gross proceeds of $3.8 million from the sale of
       debentures;

   (2) paid $2.6 million for redemption of debentures issued by
       the Company and its subsidiary, The Money Tree of Georgia
       Inc.; and

   (3) received $0.2 million in net sales of demand notes.

Also, for the fiscal year ended September 25, 2010, the Company
incurred net losses of $12,134,947 and a deficiency in net
interest margin of $851,341.  The Company had a deficiency in net
interest margin of $1,660,973 and $1,433,008 for the three months
ended December 25, 2010 and 2009, respectively.  As of December
25, 2010 and September 25, 2010, the Company had a shareholders'
deficit of $50,013,254 and $45,908,992, respectively.  These
factors among others raise substantial doubt about the Company's
ability to continue as a going concern for a reasonable period of
time.  Consequently, the Company's operations and other sources of
funds may not provide sufficient available cash flow to meet the
Company's continued redemption

A full-text copy of the quarterly report on Form 10-Q is available
for free at:

                http://ResearchArchives.com/t/s?7321

                        About The Money Tree

Based in Bainbridge, Ga., The Money Tree Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.


MPG OFFICE: To Default on $470MM Loan for California Plaza Tower
----------------------------------------------------------------
Lingling Wei and Eliot Brown, writing for The Wall Street Journal,
report that MPG Office Trust Inc., the firm formerly known as
Maguire Properties that bought 24 Blackstone properties, on Monday
announced it would default on a $470 million loan it is trying to
restructure for the 54-story Two California Plaza tower in Los
Angeles.

                       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.


MSR RESORT: Taps Houlihan for Advice on Restructuring or Sale
-------------------------------------------------------------
MSR Resort Golf Course LLC and its affiliates have filed an
application to hire Houlihan Lokey Capital, Inc., as their
investment banker and financial advisors, nunc pro tunc to the
bankruptcy filing date.

The Debtors say they need the services of Houlihan -- which has
knowledge of their industry and business and experience with the
Chapter 11 case -- to advise them with respect to their global
restructuring.

Houlihan, according to the engagement letter dated Jan. 31, 2011,
will perform a broad range of services in connection with any of
these transactions:

   -- Restructuring.  The confirmation of a Chapter 11 plan of
      reorganization or liquidation by the Debtors;

   -- Sale.  Any transactions that constitute the disposition of
      any interest in any hotel or related property; or

   -- Financing.  Any transaction that constitutes any refinancing
      of all or any portion of the existing obligations of the
      Debtors or the placement or issuance of any equity or debt
      securities.

Houlihan Lokey customarily charges a monthly advisory fee plus an
additional fee that is contingent upon the occurrence of a
specified type of transaction.

Houlihan will receive:

   -- an initial fee of $200,000 per month, and a $150,000 fee per
      month thereafter;

   -- a fee of $6,000,000 upon the completion of a Restructuring
      Transaction;

   -- Upon completion of a Sale Transaction, a cash fee equal to
      (i) the greater of $6,000,000 restructuring fee and 0.35% of
      the aggregate gross consideration (AGC) in the case of a
      sale of 3 or more hotel properties, (ii) the greater of
      $500,000 and 0.65% of the AGC.  50% of each sale transaction
      fee will be credited against any Restructuring Transaction
      Fee; and

   -- Upon the closing of each financing transaction, a cash fee
      equal to 0.10% of the gross proceeds of any indebtedness
      raised or committee.  50% of all financing transaction fees
      will be credited against any Restructuring Fee.

The Debtors agree to indemnify and hold harmless Houlihan Lokey
from and against any and all losses and claims in connection with
the Engagement.

According to Saul E. Burian, managing director of Houlihan Lokey,
the firm is a "disinterested person" within the meaning of the
11 U.S.C. Sec. 101(14) and does not hold or represent an interest
materially adverse to the Debtors, their creditors, and
shareholders for the matters for which the firm is to be employed.

The firm can be reached at:

       HOULIHAN LOKEY CAPITAL, INC.
       245 Park Avenue - 20th Floor
       New York, NY 10167
       Telephone: (212) 497-4100
       Facsimile: (212) 687-0529

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On January 28, 2011, CNL-AB LLC acquired the equity interests in
the portfolio through a foreclosure proceeding.  CNL-AB LLC is a
joint venture consisting of affiliates of Paulson & Co. Inc.  A
joint venture affiliated Morgan Stanley's CNL Hotels & Resorts
owned the resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Singapore Makes $1.5 Billion Offer for Resorts
----------------------------------------------------------
Five resorts that Paulson & Co. and Winthrop Realty Trust
foreclosed in January and immediately put into Chapter 11 have a
$1.5 billion offer from Government of Singapore Investment Corp.,
a sovereign-wealth fund, one of its lawyers told Bloomberg News.

David McLaughlin and Netty Ismail at Bloomberg News report that
Singapore and Paulson are both offering loans to finance the
Chapter 11 case.  Singapore is a mezzanine lender already.

According to the Bloomberg report, the Singapore sovereign wealth
fund seeks to buy the five resorts, one of GIC's lawyers, Michael
Sage of Dechert LLP, said in an interview after unveiling the
offer at a bankruptcy court hearing in New York.

Bloomberg relates that GIC, which manages more than $100 billion
of Singapore's foreign reserves, may be betting on a rebound in
travel demand that is helping the U.S. lodging industry recover
after the recession sent occupancies to a 30-year low.  Occupancy
in the top 25 U.S. markets climbed to 64% last year from 60% in
2009, according to Smith Travel Research Inc.

"Anyone who has done well historically have bought in the down
cycle in the U.S. -- as long as they can finance it," said Nigel
Summers, Hong Kong-based director at Horwath Asia Pacific.

GIC, ranked the world's seventh-largest state investment company
by Sovereign Wealth Fund Institute, has invested in the Westin
Tokyo hotel, Hyatt Hotels and a venture with Host Hotels & Resorts
Inc., the owner of properties managed by Marriott International
Inc., Hilton Worldwide Inc. and Starwood Hotels & Resorts
Worldwide Inc.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On January 28, 2011, CNL-AB LLC acquired the equity interests in
the portfolio through a foreclosure proceeding.  CNL-AB LLC is a
joint venture consisting of affiliates of Paulson & Co. Inc.  A
joint venture affiliated Morgan Stanley's CNL Hotels & Resorts
owned the resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Wins Approval to Use Cash Collateral Until Feb. 28
--------------------------------------------------------------
David McLaughlin and Netty Ismail at Bloomberg News report that
U.S. Bankruptcy Judge Sean Lane approved an order allowing MSR
Resort Golf Course LLC and its affiliates to use the cash
collateral of lenders until Feb. 28.  Without access to the cash,
the resorts won't be able to operate and the "entire restructuring
may be jeopardized," lawyers said in court papers.

According to the report, Edward Sassower, a lawyer for the
resorts, told Judge Lane that negotiations continue with lenders
for a "comprehensive" cash collateral agreement.

"The parties have made a lot of progress but still need more
time," Mr. Sassower said.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On January 28, 2011, CNL-AB LLC acquired the equity interests in
the portfolio through a foreclosure proceeding.  CNL-AB LLC is a
joint venture consisting of affiliates of Paulson & Co. Inc.  A
joint venture affiliated Morgan Stanley's CNL Hotels & Resorts
owned the resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


NBTY INC: S&P Assigns Ratings to $1.9 Bil. Loan at 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it is assigning
issue-level and recovery ratings to NBTY Inc.'s proposed
$1.9 billion senior secured credit facilities.  S&P assigned a
'BB-' issue-level rating (one notch higher than the corporate
credit rating on NBTY) to the proposed senior secured credit
facilities.  The recovery rating is '2', indicating its
expectation for substantial (70% to 90%) recovery in the event
of a payment default.  The proposed credit facilities include
a $150 million senior secured revolving credit facility and a
$1.75 billion senior secured term loan.  The interest rate on the
new credit facility is expected to be substantially lower than
company's existing loans.  The proceeds will be used to refinance
the existing credit facilities, including a revolver, term loan A,
and term loan B.  Issue-level ratings are based upon preliminary
documentation and are subject to review upon final documentation.

The 'B+' long-term corporate credit rating on NBTY and the stable
outlook remain unchanged.  S&P's ratings on NBTY reflect what S&P
views as a highly leveraged financial risk profile due to the
significant debt burden and its aggressive financial policy
following the leveraged buyout of NBTY by The Carlyle Group in
October 2010.  In addition to the weak credit metrics and
aggressive financial policy, the 'B+' rating on NBTY also reflects
the company's participation in the highly competitive vitamins,
minerals, and supplements industry, which S&P believes supports a
fair business risk profile.  Other factors include the company's
distribution channel and product diversity, and scale.

                           Ratings List

                             NBTY Inc.

     Corporate credit rating                     B+/Stable/--

                         Ratings Assigned

         $1.75 bil. sr. secured term loan B          BB-
          Recovery rating                            2
         $150 mil. sr. secured revolver              BB-
          Recovery rating                            2


NEW CENTURY FIN'L: Morgan Stanley Considered Acquisition
--------------------------------------------------------
Morgan Stanley considered buying New Century Financial Corp., the
subprime mortgage lender that filed for bankruptcy in April 2007,
before acquiring Saxon Capital Inc. in 2006, Chairman John Mack
said, according to reporting by Michael J. Moore at Bloomberg
News.

"We bought Saxon, which was one of the small firms," Mr. Mack said
in a November 2010 interview released last week by the Financial
Crisis Inquiry Commission.  "We had actually looked at firms that
were much larger -- I think it's called New Century, the one we
looked at -- and thought it was too big, and we shouldn't go for
it.  It was a big discussion at the board."

Bloomberg recounts that New Century became the largest subprime
mortgage lender at that time to fail when it filed for bankruptcy
less than four months after Morgan Stanley completed its purchase
of Glen Allen, Virginia-based Saxon for $706 million.  Morgan
Stanley was one of the largest creditors to New Century before its
collapse.

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The Company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Case No. 07-10416).
Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., were tapped as bankruptcy
counsel.  The Official Committee of Unsecured Creditors selected
Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its
co-counsel.  When the Debtors filed for bankruptcy, they listed
total assets of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan of liquidation on July 15, 2008.


OLDE PRAIRIE: Can't Bring Tortious Interference Claims v. Lender
----------------------------------------------------------------
The latest dispute between Olde Prairie Block Owner, LLC, and
CenterPoint Properties Trust is whether or not Count II of
Debtor's Objection and Counterclaim to CenterPoint's bankruptcy
claim should now be dismissed with prejudice.  Bankruptcy Judge
Jack B. Schmetterer ruled that the prior court order dismissing
Count II will be amended to dismiss that Count with prejudice.
The Debtor's pending motion to extend for an indefinite period
Debtor's right to file an amended Count II will be denied.

The Debtor's counterclaims have their genesis in a state-court
foreclosure proceeding initiated by CenterPoint.  The Debtor's
first set of counterclaims against CenterPoint sought (1)
rescission of CenterPoint's note and mortgage based on financial
duress and (2) damages for violations of the Illinois Consumer
Fraud and Deceptive Business Practices Act.  Both counterclaims
related to CenterPoint's alleged wrongful conduct during loan
negotiations.  Those counterclaims were stricken for failure to
state causes of action, but Debtor was given leave to amend.

The Debtor then filed amended counterclaims related to the loan
negotiations seeking (1) damages for breach of contractual duty to
negotiate in good faith, (2) rescission of the note and mortgage
based on financial duress, (3) damages for violations of the
Illinois Consumer Fraud and Deceptive Business Practices Act.
Those counterclaims were again stricken for failure to state
causes of action, but the Debtor was again given leave to amend.

The Debtor again filed amended counterclaims in the state-court
foreclosure proceeding, but those counterclaims were never
addressed by the state-court judge.  The Debtor filed its
bankruptcy petition on May 18, 2010, while those counterclaims
were pending, effectively halting the foreclosure proceeding.

CenterPoint is the Debtor's principal secured creditor, having
extended a loan to the Debtor in February 2008 to refinance the
Debtor's then-existing debt.  CenterPoint's loan is secured by
substantially all of the Debtor's property, which includes two
parcels of real estate near McCormick Place in Chicago, Illinois,
and a long-term, rent-free lease of parking spots in the McCormick
Place parking garage.  CenterPoint filed a claim in the Debtor's
bankruptcy case asserting more than $48 million due on its secured
debt.

The Debtor's Supplemental Amended Objection to CenterPoint's claim
asserted counterclaims in five Counts.  In Count I, which was
related to the negotiation of the note and mortgage, the Debtor
sought rescission of the note and mortgage based on asserted
economic duress.  In the remaining Counts, which concerned
CenterPoint's activities related to a condemnation proceeding, the
Debtor sought damages for alleged tortious interference with
settlement negotiations (Count II), breach of the implied
contractual duty of good faith and fair dealing (Count III);
breach of fiduciary duty (Count IV); and negligence (Count V).

CenterPoint moved to dismiss all the counterclaims for asserted
failure to state causes of action.  On October 20, 2010, Count II
was dismissed without prejudice for failure to plead a plausible
claim.  However, the Debtor was given leave to amend Count II.

A copy of the Court's February 14, 2011 Memorandum Opinion is
available at http://is.gd/QImPjNfrom Leagle.com.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two adjacent parcels of land
just north of McCormick Place in Chicago, Ill.  The Company sought
chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on
May 18, 2010.  The Debtor is represented by John E. Gierum, Esq.,
at Gierum & Mantas in Rosemont, Ill., and John Ruskusky, Esq.,
George R. Mesires, Esq., and Nile N. Park, Esq., at Ungaretti &
Harris LLP, in Chicago, Ill.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a
Chapter 11 plan on Sept. 11, 2010, and a copy of that plan is
available at http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no
charge.


PHILADELPHIA RITTENHOUSE: iStar Wants Chapter 11 Case Dismissed
---------------------------------------------------------------
iStar Tara LLC, a secured creditor of Philadelphia Rittenhouse
Developer L.P., asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to dismiss the Debtor's Chapter 11 case
or, in the alternative, terminate the automatic stay to permit to
pursue its rights and remedies under applicable non-bankruptcy
law.

A hearing is set for March 10, 2011 at 10:30 a.m., to consider the
secured creditor's request for dismissal.

According to iStar Tara, the bankruptcy case commenced after a
state court judge ruled that the Debtor defaulted on its mortgage
loan obligations to iStar Tara and that a receiver will be
appointed for the Debtor's troubled luxury condominium development
project at 10 Rittenhouse Square in center city Philadelphia.

The secured creditor says the purpose of this bankruptcy case is
to stay the iStar Tara mortgage foreclosure action.  More
precisely, the purpose of this bankruptcy case is to enable the
mezzanine lender to the Debtor's equity holders to retain the
control of the project that it improperly seized from the
equityholders, and to forestall a court-appointed receiver from
taking control.  The mezzanine lender is Regional Real Estate
Investment Corp. t/a Delaware Valley Real Estate Investment Fund.
DVREIF's actions were improper because, inter alia, they violated
a separate agreement with iStar Tara.  That agreement is called
an Intercreditor Agreement, although DVREIF is not a creditor of
the Debtor.  It is a creditor only of the Debtor's equity holders.
iStar Tara is the Debtor's only secured creditor and its unsecured
deficiency claim will dominate any class of unsecured claims.

Thomas E. Biron, Esq., at Blank Rome LLP in Pennsylvania,
Philadelphia, who represents the secured creditor, asserts that
the motion should be granted as the case was commenced in bad
faith as a litigation tactic in respect of the two-party dispute
between iStar Tara and DVREIF.  Notwithstanding that, he says,
"there is a fundamental point to highlight: the Debtor can never
confirm an effective reorganization plan."

                   About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse Developer filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Philadelphia Rittenhouse filed a Chapter 11 petition on Dec. 30,
2010 (Bankr. E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PLATINUM INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Platinum Investments, LLC, a Corporation
        P.O. Box 775
        Ocean Springs, MS 39565-0775

Bankruptcy Case No.: 11-50326

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Katharine M. Samson

Debtor's Counsel: William J. Little, Jr., Esq.
                  LENTZ & LITTLE, P.A.
                  P.O. Box 927
                  Gulfport, MS 39502
                  Tel: (228) 867-6050
                  Fax: (228) 867-6077
                  E-mail: littlewj@bellsouth.net

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mssb11-50326.pdf

The petition was signed by Lori Stewart, managing member.


PLEDGER PALACE: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pledger Palace Child Development &
        Educational Center, Inc.
        P.O. Box 299
        Jarvisburg, NC 27947

Bankruptcy Case No.: 11-01087

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: John G Rhyne, Esq.
                  HINSON & RHYNE, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746
                  E-mail: annhinson@nc.rr.com

Scheduled Assets: $1,027,510

Scheduled Debts: $1,785,468

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-01087.pdf

The petition was signed by Patricia Pledger, president.


QUIGLEY CO: Has Until March 15 to File New Restructuring Plan
-------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has given bankrupt
Pfizer Inc. subsidiary Quigley Co. Inc. a March 15 deadline to
file a new restructuring plan or face efforts by asbestos
claimants to throw out the more than six-year-old case and proceed
with lawsuits.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


RBZ REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: RBZ Realty, Inc
        660 Tennent Road
        Manalapan, NJ 07726

Bankruptcy Case No.: 11-14038

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Michael R. Speck, Esq.
                  GARCES & GRABLER, PC
                  6 Throckmorton Street
                  Freehold, NJ 07728
                  Tel: (732) 414-5000
                  Fax: (732) 414-5001
                  E-mail: mspeck@garcesgrabler.com

Scheduled Assets: $1,100,000

Scheduled Debts: $590,000

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

The petition was signed by Mitchell Beja, president.


RENAISSANCE GRAND: Citi Takes Control After Lenders Foreclosed
--------------------------------------------------------------
Bloomberg News' Jonathan Keehner, Martin Z. Braun and Jeffrey
McCracken reported earlier this month that Citigroup Inc., the
third-biggest U.S. bank by assets, took control of St. Louis's
Renaissance Grand Hotel & Suites in December 2010 when it bought
revenue bonds backed by the 1,000-room hotel after lenders
foreclosed.

According to Bloomberg, two people with knowledge of the deal who
asked not to be identified because the transaction was private,
said the deal gives Citigroup control of the trustee that oversees
the hotel after the New York-based bank bought a majority stake in
$98 million of revenue bonds backed by the Renaissance from Nuveen
Asset Management.  Bloomberg said that, with its controlling stake
in the revenue bonds, Citi may now direct the hotel's trustee, UMB
Bank N.A., to sell the hotel.

The Renaissance was financed by bonds sold by the Industrial
Development Authority of St. Louis in 2000.

According to Bloomberg, the people familiar with the matter said
the hotel was foreclosed on after failing to make full interest
payments on the debt in 2008.  Bloomberg recounted that the
Renaissance violated its bond covenants in 2004 after the
convention center generated half the bookings originally
anticipated, according to bond filings.  Nuveen sold about $55
million of the debt for 53 cents on the dollar in December,
Bloomberg data show.  When Nuveen's municipal high-yield fund
reported its stake in the St. Louis revenue bonds in April 2007,
it valued them at 99 cents on the dollar.

Bloomberg relates Steven Stogel, president of DFC Group Inc. in
St. Louis, a real-estate developer who has advised the trustee,
said Citigroup has sent a pair of executives to St. Louis to
discuss the Renaissance with consultants.  Robert Bray, general
manager of the Renaissance, declined to comment through an
assistant.

According to Bloomberg, Mr. Stogel said the trustee and the city
are to continue to work with the ownership group and to move
towards improving the operations in 2011.  Mr. Stogel said there
will be a sale "at some point, whether it's '11, '12, '13 or '14."


RICHARD FORDE: 4th Cir. Affirms Bankruptcy Fraud Judgment
---------------------------------------------------------
Richard Adolphus Forde was convicted of bankruptcy fraud;
conspiracy to commit bankruptcy fraud; and bank fraud.  Mr. Forde
appeals, raising various challenges to his convictions.  The
United States Court of Appeals for the Fourth Circuit, however,
found no reversible error, and affirmed the judgment.

The case is United States of America, v. Richard Adolphus Forde,
a/k/a Euburn Richard A. Forde, Case No. 09-4704 (4th Cir.).  A
copy of the Fourth Circuit's decision, dated January 10, 2011, is
available at http://is.gd/GVy2DSfrom Leagle.com.  The panel
consists of Chief Judge William Byrd Traxler, Jr., Circuit Judge
Andre M. Davis, and Damon J. Keith, Senior Circuit Judge of the
United States Court of Appeals for the Sixth Circuit, sitting by
designation.

Mr. Forde and his wife filed a Chapter 11 bankruptcy petition. The
case was later converted to Chapter 7.


RJ WAREHOUSE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RJ Warehouse Distributors Inc.
        Calle 37 AG-8 Ave Lomas Verdes
        URB Santa Juanita
        Bayamon, PR 00956-4740

Bankruptcy Case No.: 11-01106

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01106.pdf

The petition was signed by Angel M. Roman Cardona, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Angel M. Roman Cardona                 11-01053   02/11/2011


SEAHAWK DRILLING: Taps Simmons & Company as Transaction Advisor
---------------------------------------------------------------
Seahawk Drilling, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Simmons & Company International as transaction advisor.

Simmons & Company will, among other things:

     (a) develop and present to the Debtors a list of
         prospective Purchasers;

     (b) perform financial analyses of the Debtors and
         prospective Purchasers in the context of a possible
         business combination;

     (c) assist the Debtors in preparing a brochure to be utilized
         in discussions with prospective Purchasers which will
         describe the Debtors in detail as may be appropriate
         under the circumstances; and

     (d) counsel the Debtors as to strategy and tactics for
         Initiating discussions and negotiating with a prospective
         Purchaser and participating in such discussions and
         Negotiations.

The Debtors will pay Simmons & Company:

     (a) an advisory fee of $250,000, payable in cash on the date
         of the letter agreement;

     (b) an additional monthly fee of $75,000, payable in cash on
         the first day of each 30-day period beginning four weeks
         after the date of this letter agreement;

     (c) an opinion fee of $500,000, payable in cash upon initial
         delivery of Simmons & Company's Opinion to the Company
         without regard to the conclusions expressed in the
         Opinion;

     (d) if, by December 31, 2011, (a) a Business Combination is
         consummated or (b) the Company enters into an agreement
         which subsequently results in a Business Combination, a
         transaction fee in an amount equal to $1.5 million plus
         2.150% of the aggregate purchase price paid in the
         Business Combination in excess of $70 million, payable in
         cash upon the closing of such Business Combination or, in
         the case of a tender offer or exchange offer, upon the
         first purchase or exchange of shares pursuant to tender
         offer or exchange offer, as the case may be.  Any fees
         previously paid to Simmons & Company will be deducted
         from any fee to which Simmons & Company is entitled;

     (e) if by December 31, 2011, the Debtors enter into an
         agreement in connection with a Transaction, the Debtors
         agree to pay Simmons & Company fees on the equity
         component of the Transaction as:

         (1) if Simmons & Company is requested by the Debtors to
             render an opinion as to the fairness, from a
             financial point of view, of the Transaction, an
             opinion fee of $500,000 payable in cash upon
             initial delivery of the opinion to the Company
             without regard to the conclusions expressed in the
             opinion.

         (2) a transaction fee payable in cash upon closing of a
             Transaction as:

             (a) for a Transaction for which equity is raised in
                 an amount of $100,000,000 or less, a transaction
                 fee equal to 2.1% of the equity amount.

             (b) for a Transaction for which equity is raised in
                 an amount of $250 million, a transaction fee
                 equal to 1.5% of the equity amount.

             (c) for a Transaction for which equity is raised in
                 an amount of $500 million, a transaction fee
                 equal to 1.3% of the equity amount.

             (d) for a Transaction for which equity is raised in
                 an amount of $1 million, a transaction fee equal
                 to 1.0% of the equity amount.

             (e) for a Transaction for which equity is raised in
                 an amount greater than $1 million, a transaction
                 fee equal to $10 million.

     (f) for a Transaction for which equity is raised in an amount
         between each of the equity amounts specified in clauses
         (b), (c), (d) and (e) above, the transaction fee will be
         a sliding scale fee based on the foregoing fee
         percentages.

     (g) any fees previously paid to Simmons & Company will be
         deducted from any transaction fee to which Simmons &
         Company is entitled; and

     (f) if the Company enters into an agreement to effect a
         Business Combination or a Transaction and the agreement
         provides for a payment at any time to the Debtors in the
         event the Business Combination or Transaction
         contemplated thereby is terminated or otherwise not
         consummated, the Debtors agree to pay Simmons & Company a
         transaction fee equal to the lesser of (i) the
         transaction fee that would have been paid to Simmons &
         Company, as the case may be, or (ii) 25% of the Break-up
         Payment, payable in cash if and when such Breakup Payment
         is made to the Debtors.  In the case of a Business
         Combination, any fees paid to Simmons & Company will be
         deducted from any fee to which Simmons & Company is
         entitled and, in the case of a Transaction, any fees paid
         to Simmons & Company will be deducted from any fee to
         which Simmons & Company is entitled.

To the best of the Debtors' knowledge, Simmons & Company is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEAHAWK DRILLING: Wants to Hire Alvarez as Restructuring Advisor
----------------------------------------------------------------
Seahawk Drilling, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Alvarez & Marsal North America, LLC, as restructuring advisor.

A&M will, among other things:

     (a) assist the Debtors in the preparation of financial-
         related disclosures required by the Court, including the
         Debtors' Schedules of Assets and Liabilities, Statements
         of Financial Affairs and Monthly Operating Reports;

     (b) assist the Debtors with information and analyses required
         pursuant to the Debtors' debtor-in-possession financing;

     (c) assist with the identification and implementation of
         short-term cash management procedures;

     (d) provide advisory assistance in connection with the
         development and implementation of key employee
         compensation and other critical employee benefit
         programs.

A&M will be paid based on the rates of its professionals:


         Managing Director                   $625-$850
         Director                            $450-$625
         Associate                           $300-$450
         Analyst                             $225-$300

Dean E. Swick, a Managing Director with A&M, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Simmons And Company International is the
Debtors' transaction advisor.  Kurtzman Carson Consultants LLC is
the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEAHAWK DRILLING: Wins Okay to Tap Into Bankruptcy Loan
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Seahawk Drilling Inc. won
court permission to begin drawing on the $35 million bankruptcy
loan that will ensure its continued operations during its newly
launched Chapter 11 restructuring.

According to DBR, at a hearing before the U.S. Bankruptcy Court in
Corpus Christi, Texas, Judge Richard S. Schmidt granted the oil-
rig operator interim approval of a bankruptcy-financing package
from a lender group led by D.E. Shaw Direct Capital Portfolios
LLC.

DBR says Judge Schmidt will consider granting final approval of
the loan at a Feb. 22 hearing.  The report relates that among the
other so-called "first day" requests Judge Schmidt granted at the
hearing were motions to continue paying Seahawk employees,
insurance and taxes and to employ the bankruptcy lawyers,
financial advisers and other professionals that will guide the
company through its restructuring.

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SINCLAIR BROADCAST: BlackRock Discloses 5.92% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 8, 2011, BlackRock, Inc. disclosed
that it beneficially owns 2,925,834 shares of common stock of
Sinclair Broadcast Group Inc representing 5.92% of the shares
outstanding.  As of November 1, 2010, there were 49,434,012 shares
of Class A common stock and 30,933,859 shares of Class B common
outstanding.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August 2010.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


STANTON PARK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stanton Park Development, Inc.
        2989 Hwy 50 East
        Carson City, NV 89701

Bankruptcy Case No.: 11-50438

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-50438.pdf

The petition was signed by Dwight Millard, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dwight & Sandra Millard                __-____    __/__/__
Gordon Park Apartments, LLC            10-51330   04/13/10
MFB Regency, LLC                       10-51331   04/13/10
Millard Realty and Construction        __-___     __/__/__
Carson City Plaza, LLC                 11-50439   02/14/11


STILLWATER MINING: BlackRock Discloses 6.29% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 8, 2011, BlackRock, Inc., disclosed that it
beneficially owns 6,156,623 shares of common stock of Stillwater
Mining Co. representing 6.29% of the shares outstanding.  At
October 19, 2010 the Company had outstanding 97,899,036 shares of
common stock, par value $0.01 per share.

                       About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Sept 30, 2010, showed
$778.23 million in total assets, $287.90 million in total
liabilities, and stockholders' equity of $490.33 million.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SUNCAL COS: Has Until Today to Fight Plans for Various Projects
---------------------------------------------------------------
SunCal Cos. has until today to challenge the Chapter 11 plan of a
handful of stalled Southern California real-estate projects while
it appeals a ruling approving a settlement between Lehman Brothers
Holdings Inc. and Chapter 11 trustee Alfred H. Siegel, the
bankruptcy trustee overseeing the projects.  According to Joseph
Checkler, writing for Dow Jones Newswires, Judge Erithe A. Smith
on Thursday technically sided with the bankruptcy trustee, denying
SunCal's stay request on "insufficient grounds," but said SunCal
would get a seven-day temporary stay while it seeks another stay
pending appeal to a panel of bankruptcy judges.

As reported in the Troubled Company Reporter on Dec. 30, 2010,
Judge Smith approved the deal between Lehman Brothers' commercial-
paper unit and Mr. Siegel, paving the way for the sale of a
handful of stalled Southern California real-estate projects Lehman
helped finance in conjunction with SunCal.

Late in January, Judge Smith allowed creditors of the stalled
projects to vote on the bankruptcy plan filed by Mr. Siegel.  The
plan, according to Dow Jones, describes how the Chapter 11 trustee
intends to pay the projects' creditors.  Dow Jones says the key
component of the plan is a compromise between Mr. Siegel and
Lehman's commercial paper unit that calls for the trustee to sell
the properties through a Chapter 11 plan.  Lehman and other first-
lien lenders, owed $230 million, will have the right to bid their
debt in order to acquire the land--a process known as credit
bidding.  The initial bid will be $45 million.  Lehman has agreed
to cover the trustee's expenses and allow a portion of the sale
proceeds and any other recoveries to flow to unsecured creditors.

SunCal argues that the Chapter 11 trustee hasn't proved the plan
is fair to all creditors.

According to Mr. Checkler, SunCal lawyer Ronald Rus, Esq., at Rus
Miliband & Smith, told Dow Jones Friday, "We think that it's
pretty clear there are fundamental inconsistencies in [the
judge's] order because of the conflicting nature of the relief the
trustee said he was looking for."

Dow Jones says Mr. Siegel has called SunCal's claims "meritless."

Mr. Siegel is overseeing the bankruptcy cases of several SunCal
real-estate projects encompassing more than 5,000 acres in
Southern California.  Those properties, which took on more than
$300 million in debt in 2006 and 2007, were valued at just
$62 million.

Dow Jones notes a confirmation hearing on the plan is set to begin
on April 1 . If Judge Smith doesn't sign an order confirming the
plan by April 30, Lehman can move to foreclose on the properties.

Dow Jones says Lehman wasn't immediately available for comment.

                       About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

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


TAVERN ON THE GREEN: Hotel Operator Disputes Trademark Claim
------------------------------------------------------------
According to Indianapolis Star reporter Bruce C. Smith, White
Lodging Services, the owners of the new Downtown JW Marriott in
Indianapolis, Indiana, has sued Jil Mazer-Marino, the Chapter 7
trustee of the Tavern on The Green, over JW's use of "Tavern" on
its Tavern on the Plaza establishment.

The report relates White Lodging Services received a letter dated
Jan. 10 from Ms. Mazer-Marino demanding they:

     -- stop using the name Tavern on the Plaza, alleging
        trademark infringement with Tavern on the Green; and

     -- abandon their August 2010 application for a U.S. trademark
        for the name Tavern on the Plaza.

According to the IndyStar, Ms. Mazer-Marino claims in the letter
to White Lodging that the name in Indianapolis is "confusingly
similar" to the New York City eatery's trademarked name.  She said
it "will cause significant and irreparable damage to the TOG
estates and the goodwill that has been established in TOG's
trademarks."

IndyStar relates White Lodging filed suit against Ms. Mazer-Marino
and former operators LeRoy Adventures last week in U.S. District
Court in Indianapolis, asking a federal judge to declare the Plaza
name doesn't violate the trademark.  The suit filed by Greenfield
attorney Paul B. Overhauser countered that the term "tavern" is as
common as beer and buffalo wings to describe food service
establishments.

IndyStar says Mazer-Marino didn't return calls for further comment
Friday or to explain her authority to claim ownership of the
Tavern on the Green name.

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y.
Case No. 09-15450).  It estimated up to $50 million each in assets
and debts.

The restaurant closed New Year's Eve 2010.

In March 2010, the city of New York City won the right to the
trade name, "Tavern on the Green," the restaurant's major assets.
The Tavern on the Green name was valued at $19 million.  New York
City -- Tavern's landlord -- and the LeRoy family, which ran the
restaurant since 1976, both claimed ownership of the trademark.
Following the trademark ruling, the bankruptcy judge converted the
case to Chapter 7.  Jil Mazer-Marino was appointed Chapter 7
trustee.


TAWK DEVELOPMENT: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Tawk Development LLC filed with the U.S. Bankruptcy Court for the
District of Nevada a list of 20 largest unsecured creditors.

Creditor                                          Amount
--------                                          ------
Principal Financial Group                          $755,768
Attn: Managing Member
P.O. Box 14416, Dept. 400
Des Moines, IA 50306-3416

Bart Walker                                        $327,871
P.O. Box 35799
Las Vegas, NV 89133

Desert Inn Management                              $81,000
Attn: Managing Member
5067 Madre Mesa Drive #2069
Las Vegas, NV 89108

Elliott, Lewis, Lieber & Stumpf, Inc.              $47,530

Charles, Kane & Dye LLP                            $39,645

Pro-Tect Security                                  $22,563

Dan Marx                                           $21,390

Republic Services of Southern Nevada               $7,111

Apartment Guide                                    $5,976

Black & Lobello                                    $3,851

NV Energy                                          $3,425

Nevada Home Group                                  $3,000

Las Vegas Valley Water District                    $2,815

A-1 National Fire Co., Inc.                        $2,198

HD Supply Facilities Maintenance                   $1,096

Realty Pest Services                               $1,040

Corelogic Safe Rent                                $471

Cherokee Blind & Door                              $321

Southwest Gas                                      $143

Mobile Carpet & Upholstery Cleaning                $50

A full-text copy of the List Of 20 Largest Unsecured Creditors is
available for free at http://ResearchArchives.com/t/s?735f

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TAWK DEVELOPMENT: Files Schedules of Assets And Liabilities
-----------------------------------------------------------
Tawk Development LLC 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               $22,500,000
  B. Personal Property              $247,153
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,935,848
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,230,094
                                ------------     ------------
        TOTAL                    $22,747,153      $21,165,942

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?735e

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TOWER OAKS: Section 341(a) Meeting Scheduled for March 14
---------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Tower Oaks
Boulevard, LLC's creditors on March 14, 2011, at 9:00 a.m.  The
meeting will be held at 6305 Ivy Lane, Sixth Floor, Greenbelt,
Maryland 20770.

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.

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Steven H.
Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).


TOWER OAKS: Taps Cohen Baldinger as Bankruptcy Counsel
------------------------------------------------------
Tower Oaks Boulevard, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Cohen
Baldinger & Greenfeld, LLC, as bankruptcy counsel.

Cohen Baldinger will:

     (a) give debtor legal advice with respect to its powers and
         duties as debtor-in-possession in the continued operation
         of its business and management of its property;

     (b) prepare on behalf of your applicant as debtor-in-
         possession necessary applications, answers, orders,
         reports and other legal papers; and

     (c) perform all other legal services for debtor as debtor-
         In-possession which may be necessary herein.

Neither the Debtor nor Cohen Baldinger disclosed how Cohen
Baldinger will be compensated for its services.

Steven H. Greenfeld, Esq., a member at Cohen Baldinger, assures
the Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-12413) on Feb. 8, 2011.  The Debtor estimated
its assets at $10 million to $50 million and debts at
$1 million to $10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).


TRANSPORTADORA DE GAS: Regulator Extends Intervention for 120 Days
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Argentina's natural-gas
regulator, Enargas, said it has extended its intervention in one
of the Country's leading natural-gas distribution companies,
Transportadora de Gas del Norte SA, or TGN, for four months.

Headquartered in Buenos Aires, Transportadora de Gas del Norte
SA -- http://www.tgn.com.ar/-- is one of the two largest
transporters of natural gas in Argentina, delivering approximately
40% of the country's total gas consumption and more than 50% of
Argentine total gas exports.  The northern Argentine gas pipeline
system connects major gas fields in northern and central-western
Argentina.  The company benefits from an exclusive 35-year
concession contract, ending Dec. 28, 2027, which may be extended
for an additional 10 years.  The parent company is Gasinvest S.A.,
which has a 56.35% stake and comprises five companies:
Totalfinaelf (27.2%), Transcogas Inversora S.A. (22.3%), Compania
General de Combustibles (5%), Organizacion Techint (27.2%), and
Petroliam Nasional Berhad (18.3%).  In addition, CMS Gas Argentina
holds 23.5% of Transportadora Norte's shares, while the remaining
20% is traded on the Buenos Aires stock exchange.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
November 19, 2009, Fitch Ratings assigned Transportadora Gas del
Norte's proposed exchange note offering of US$247.3 million seven
year notes (new notes) a rating of the 'CCC' and a recovery rating
of 'RR4'.  The new notes have been assigned a long-term national
scale rating of 'BB(arg)'.  The Rating Outlook is Stable.  In
addition, Fitch has assigned preliminary local and foreign
currency Issuer Default Ratings of 'CCC', which would replace the
currently outstanding local and foreign currency IDRs of 'D' upon
completion of the debt restructuring.


TRIBUNE CO: Court Needs to Use Cramdown Process in Plans
--------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware will need to use the cramdown process under the
Bankruptcy Code in the Chapter 11 cases of Tribune Co. and its
debtor affiliates because neither of the competing plans in the
cases received the required acceptances from all creditor classes,
Bloomberg News reported.

Epiq Bankruptcy Solutions, LLC, the Debtors' voting and
solicitation agent, submitted with the Court on February 11, 2011,
results of the voting process.  The results showed that each of
the two competing plans of reorganization filed in the Debtors'
bankruptcy cases obtained the required number of votes under the
Bankruptcy Code to be deemed eligible for confirmation.

The plan of reorganization proposed by the Debtors, co-proposed by
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.  The
company's plan was not approved by the holders of the Senior
Noteholder Claims and the PHONES Notes Claims.  The company's plan
was also rejected by creditors of a few dozen subsidiaries,
including Los Angeles Times Newspapers, Inc.

The plan of reorganization 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.

One notable holdout from support of either plan was a unit of
Equity Group Investments, the firm run by Tribune Chairman Sam
Zell, which is a creditor by virtue of a $225 million subordinated
note pledged by Tribune Co. as part of the 2007 leveraged buyout
of Tribune Co., according to news sources.

Equity Group Investments is vulnerable to litigation under both
plans, and the firm's counsel has argued in court that the plans
don't reflect that an independent examiner in the case largely
absolved Mr. Zell from potential claims, Chicago Tribune pointed
out.

"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," Don Liebentritt, Tribune's Chief
Restructuring Officer, said in a press release.  "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."

A full-text copy of the Voting Results is available for free at:

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

Judge Carey will consider confirmation of both or either of the
competing plans on March 7.   Objections to the confirmation of
the plans are due today, February 15.

                     The Chapter 11 Plans

There are two remaining proposed plans of reorganization in
Tribune's Chapter 11 case.

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: U.S. Trustee Objects to Both Plans
----------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
objects to the confirmation of the plans of reorganization
proposed by both the Debtors, et al., and Aurelius Capital
Management, L.P., et al.

On the Debtors' Plan, the U.S. Trustee complains that releases in
the DCL Plan are very extensive and contemplate releases of the
oft-discussed LBO-Related Causes of Action.  The U.S. Trustee
asserts that the DCL Plan Proponents must justify the validity of
the Debtor Releases for each and every party that is listed in the
definition of Released Parties or Related Persons.

The U.S. Trustee notes that the Debtor Releases favor current and
former officers, directors and professionals, yet the Debtors have
not demonstrated that these current and former officers,
directors, and professionals provided a substantial contribution
of assets to the reorganization.

On the Noteholder Plan, the U.S. Trustee asserts that it cannot be
confirmed because it contains no provisions for the Court or
parties-in-interest to test the reasonableness of the payment of
fee and expense claims of certain creditor groups, including a
number of the Noteholder Plan Proponents.  The U.S. Trustee also
complains that the Noteholder Plan contains no provision
addressing the requirement to file post-confirmation reports and
pay post-confirmation fees until all cases are closed, converted
or dismissed.

                     The Chapter 11 Plans

There are two remaining proposed plans of reorganization in
Tribune's Chapter 11 case.

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: Officers & Directors Oppose Both Plans
--------------------------------------------------
Certain current and former directors and officers of the Debtors
object to the confirmation of the plans of reorganizations
proposed by both Tribune Co., et al., and Aurelius Capital
Management, L.P., et al., asserting that each Plan fails to comply
with the requirements of Section 1129 of the Bankruptcy Code and
include provisions that cannot be approved in equity and under
applicable law.

The Officers and Directors -- Harry Amsden, Dennis FitzSimons, Bob
Gremillion, Don Grenesko, David Hiller, Tim Landon, Tom Leach,
Luis Lewin, Mark Mallory, Dick Malone, Ruthellyn Musil, John
Reardon, Scott Smith, John Vitanovec, Kathy Waltz, and David
Williams -- are named defendants in Adversary Proceeding No. 10-
54010 filed by the Official Committee of Unsecured Creditors.  The
Committee seeks billions of dollars in recoveries from the
Officers and Directors based on, among other things, breach of
fiduciary duties and violations of Sections 160 and 173 of the
Delaware Corporation Law.

The DCL plan contains impermissible releases and injunctions,
proposes incomprehensible and illusory judgment reduction
procedures, unlawfully eviscerates claims and is otherwise neither
fair nor equitable.  Unless the Debtors show that each provided-
for release is truly necessary to the reorganization success,
including those to be given to "Related Parties," the proposed bar
order must be rejected, the Officers and Directors assert.

Both Plans propose a scheme whereby certain "state law" causes of
action will be disclaimed or abandoned, and assigned to a
creditors' trust from non-debtor third parties who gave no
affirmative consent to the assignment, Jeffrey C. Wisler, Esq., at
Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, points
out.  This scheme, Mr. Wisler asserts, is clearly designed to
circumvent, limit, eliminate and otherwise prejudice defenses,
cross-claims and third-party claims arising from and relating to
the Avoidance Actions that are otherwise available to the Officers
and Directors.

The Plans contain other provisions that may purport to prejudice
the Officers and Directors' rights and claims.  Accordingly, the
Officers and Directors further object to the Plan:

  -- The Noteholder Plan serves to nullify or otherwise modify
     the exculpation provided to the Officers and Directors
     under the Debtors' corporate documents and applicable law.

  -- Notwithstanding any provisions of the Plans to the
     contrary, the Court must retain jurisdiction over any
     litigation trust or creditors' trust that may be created to
     assure that their conduct is consistent with any confirmed
     Plan, the confirmation order and the Court's other orders.

  -- Since the lengthy, complex Plans have been drafted and
     proposed with the intent to prejudice the rights, claims
     and defenses of the Officers and Directors, any
     confirmation order must expressly preserve all rights,
     claims and defenses that are otherwise not expressly
     affected by the confirmation order.

Mark Hianik, John Birmingham, Tom Ehlmann, Peter Knapp, and Crane
Kenney, former officers of certain Debtors and named defendant in
at least one adversary proceeding filed by the Committee, join in
the confirmation objection of the Officers and Directors.  Robert
R. McCormick Tribune Foundation and Cantigny Foundation also join
in the Officers and Directors' confirmation objection.

                     The Chapter 11 Plans

There are two remaining proposed plans of reorganization in
Tribune's Chapter 11 case.

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: Zell Says 'Lottery-Ticket Litigation' Hinders Plans
---------------------------------------------------------------
A central feature of both the plans of reorganization proposed by
Tribune Co., et al., and Aurelius Capital Management, L.P., et
al., is the wholesale assignment of causes of action to a
litigation trust without consideration of whether the assigned
claims have merit or whether it is in the best interests of
creditors and the Debtors' estates to fund the pursuit of those
claims without regard to the likelihood of success, EGI-TRB LLC
and its president, Samuel Zell, point out.

This misuse of Estate funds to pursue meritless lottery-ticket
litigation is improper and should prevent confirmation, David J.
Bradford, Esq., at Jenner & Block LLP, at Chicago, Illinois,
argues.  That defect, Mr. Bradford adds, is compounded by an
inappropriate effort to strip potential defendants of statutory
safe-harbor defenses and disable them from asserting their own
rights of indemnification, contribution, and affirmative claims
against third parties.  In short, the Plans seek to launch
unfounded litigation and to prevent the fair defense of those
claims and  no party would be more unfairly prejudiced by these
Plan provisions -- and no party would be more inappropriately left
subject to baseless claims -- than EGI-TRB and its president, Mr.
Zell, Mr. Bradford tells the Court.

Mr. Bradford points out that the Debtors' estates have already
incurred substantial cost to obtain the findings of an independent
and highly-regarded examiner about the merits of these claims --
an examination demanded by many of the same creditors that now
lead the litigation charge, but the Chapter 11 Examiner's Report
showed exactly why these claims should not be pursued.  In the
case of EGI-TRB and claims related to the 2007 LBO, the Examiner
found:

  (a) It is "highly unlikely" a court would "conclude that any
      claims for aiding and abetting breach of fiduciary duty
      could be sustained based on the conduct of any potential
      defendants, including Mr. Zell and EGI-TRB, at Step One."
      In addition, it is "reasonably unlikely" that any aiding
      and abetting claim could succeed as to Step Two because
      there is no "sufficient basis to conclude that the Zell
      Group aided and abetted a breach of any fiduciary duties
      in connection with the Leveraged ESOP Transactions."

  (b) It is "reasonably unlikely" that any unjust enrichment
      claims would be meritorious, including any such claim
      against Mr. Zell or EGI-TRB.

  (c) It is "reasonably unlikely" that a court would find that
      the Debtors incurred their obligations under the Step One
      Transactions with the actual intent to delay, hinder, or
      defraud their creditors.

  (d) There is no "plausible basis . . . to justify equitable
      subordination of the EGI-TRB Notes" or equitable
      disallowance of EGI-TRB's claims.

  (e) Even if satisfaction of the Exchangeable EGI-TRB Note at
      Step Two could be a preferential transfer, it is
      "reasonably likely" that a court would find that the
      transaction is subject to an ordinary course of business
      defense.  Further, and as an overriding matter, the
      Examiner's Report contained no suggestion and identified
      no evidence that Mr. Zell and EGI-TRB acted with anything
      other than good faith -- though the Examiner did conclude
      that other parties may not have acted in good faith in
      connection with the Step Two Transactions.

Accordingly, regardless of any potential Step Two claims that he
may have identified against other parties, the Examiner found no
credible basis to assert any liability against EGI-TRB or Mr. Zell
for claims related to Step Two, Mr. Bradford argues.

Despite those preclusive findings, the proponents of both the
Debtors' Plan and Aurelius's Plan seek to assign purported claims
against EGI-TRB to their respective litigation trusts anyway.  In
doing so, the Plan proponents have included inequitable provisions
designed for the sole purpose of preventing EGI-TRB and other
defendants from fairly defending themselves, Mr. Bradford asserts.
In taking this unprecedented step of not only seeking to pursue
litigation that has been found to be baseless, but also seeking to
strip the targets of their defenses and rights, the plan
proponents have gone too far, EGI-TRB and Mr. Zell complains.

For those reasons, both Plans contain provisions which run afoul
of Section 1129 of the Bankruptcy Code and neither Plan should be
confirmed.

                     The Chapter 11 Plans

There are two remaining proposed plans of reorganization in
Tribune's Chapter 11 case.

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: Proposes $52-Mil. Contribution to Food Network
----------------------------------------------------------
Tribune Co. and its units ask the Bankruptcy Court to permit
Tribune Company to cause non-debtor Tribune (FN) Cable Ventures,
Inc., to make a capital contribution of $52,803,821 to Television
Food Network, G.P., in accordance with the terms of a TFN
partnership agreement, to which TVC is a party.

Formed as a Delaware general partnership in 1993, TFN owns and
operates "Food Network", a 24-hour lifestyle cable television
channel focusing on food and related topics.  As of the Petition
Date, TCV, a non-Debtor subsidiary of Tribune Broadcasting Company
and an indirect subsidiary of Tribune, owned a 31.3% partnership
interest in TFN, and Scripps Networks, LLC and Cable Program
Management Co., G.P. collectively held the remaining 68.7%
partnership interest in TFN.

In May 2010, Scripps commenced a new cable television channel,
"The Cooking Channel," primarily devoted to cooking instruction,
food information, and other directly related topics.  The Cooking
Channel is currently available in approximately 57 million
households with a lineup consisting of new, original programming,
as well as syndicated content and programming from Food Network's
library that explores the food content genre at a more detailed
level, including expert advice and techniques.  It was intended by
the Scripps Parties at the time The Cooking Channel was launched
that The Cooking Channel would be integrated into TFN to create a
unique pair of food-focused channels operating efficiently under
one infrastructure.

On August 27, 2010, Scripps made a capital contribution of all of
the outstanding membership interests of Cooking Channel, LLC, the
entity owning the assets comprising The Cooking Channel, to TFN,
resulting in Cooking Channel, LLC becoming a wholly-owned
subsidiary of TFN.  Based upon due diligence, the analysis
performed by Lazard Freres and Co. LLC, and extensive
negotiations, TCV agreed that the fair market value of the CC
Contribution is $350,000,000.

TCV wishes to make a capital contribution to TFN so that it may
continue to participate in the economic benefits of TFN without a
dilution of its percentage interest as result of the CC
Contribution.  The Debtors have determined that TCV must make a
capital contribution of $52,803,821 in order to avoid a dilution
of its ownership interest.

The Debtors said in court papers that the financial projections
and asset valuations contained in the disclosure statement
accompanying their plan of reorganization anticipate that the TVC
Contribution will be made and therefore do not reflect TVC's
interest in TFN as being diluted.

The Debtors believe that the TCV Contribution represents a prudent
and advantageous investment.  Failure to make the TVC Contribution
would, in the opinion of both the Debtors and Lazard, negatively
impact the distributable value available to creditor
constituencies in the Debtors' Chapter 11 cases, James F. Conlan,
Esq., at Sidley Austin LLP, in Chicago, Illinois, tells the Court.

                       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: Court Sends J. Allen, et al., to Mediation
------------------------------------------------------
Bankruptcy Judge Kevin Carey directed the Debtors and James Allen,
Charles Evans, Pearls Evans, Gary Grant, Loretta Grant, Bill
McNair and Sean Serrao to agree on two potential mediators in New
York.  The Court ordered the Debtors and James Allen, et al., to
use their reasonable best efforts to schedule a mediation session
that includes the participation of Mitchell's Newspaper Deliver
Service with one of the potential mediators by March 11, 2011.

The judge directed the parties to report on the status of their
mediation at a status conference scheduled for the March 22, 2011
hearing.

As reported in the Troubled Company Reporter, James Allen, et al.,
filed a motion for class treatment of their class proofs of claim
against the Debtors and in response to Tribune's objection to
their motion for class certification and class treatment of their
class proof of claim.

According to James Allen, et. al., the circumstances of the case
favor class certification.  Adam Hiller, Esq., at Pinckney, Harris
& Weidinger, LLC, attorney for James Allen, et. al., tells the
Court that the class members are people who worked for less than
minimum wage.  Their written contract states that they worked for
LBN Consulting, LLC, rather than Tribune.  Accordingly, the class
members are unlikely to be aware they could have filed a proof of
claim against the Debtors, Mr. Hiller explains.

Mr. Hiller avers that the Motion should not be denied for
untimeliness.  He adds that "[t]here is no bright-line rule
setting the clock within which a claimant must move for
certification.  Rather, the facts determine when a delay is
undue." quoting the case Rodriquez v. Tarragon Corp. (In re
Tarragon Corp.), Case No.: 09-10555.

The ultimate question of whether promoters are independent
contractors goes directly to the merits, Mr. Hiller maintains.
James Allen, et al., are not required to prove their case at this
time, but simply show that Rule 23 of the Federal Rules of Civil
Procedure requirements are satisfied, he relates.


                       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)


TRUMP ENTERTAINMENT: Landry's Buys Altantic City Resort for $38MM
-----------------------------------------------------------------
Drew Fitzgerald, writing for The Wall Street Journal, reports that
Landry's Inc. agreed to buy the Trump Marina Hotel and Casino in
Atlantic City, N.J., for $38 million.  The Journal notes Trump
Entertainment Resorts Inc. has been selling off properties to
lessen its debt load.

Landry's operates a number of seafood and steak restaurant chains.
Landry's Chairman and Chief Executive Tilman J. Fertitta bought
what was then called Landry's Restaurants Inc. last October after
a long-running takeover effort.

                      About Trump Entertainment

Atlantic City, New Jersey-based Trump Entertainment Resorts, Inc.
-- http://www.trumpcasinos.com/-- owns and operates three casino
resort properties: Trump Taj Mahal Casino Resort and Trump Plaza
Hotel and Casino, located on the Boardwalk in Atlantic City, New
Jersey, and Trump Marina Hotel Casino, located in Atlantic City's
Marina District.  Together, at these properties, the company
operates approximately 6,600 slot machines, nearly 350 table games
and over 3,600 hotel rooms.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on February 17, 2009
(Bankr. D. N.J., Lead Case No. 09-13654).  The Company tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP served as the Company's auditor and accountant, and
Lazard Freres & Co. LLC was the financial advisor.  Garden City
Group served as claims agent.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels obtained confirmation of its
Chapter 11 plan on April 5, 2005, and in May 2005, it exited from
bankruptcy under the name Trump Entertainment Resorts Inc.


US TELEPACIFIC: S&P Assigns 'B-' Rating to $460 Mil. Senior Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Los Angeles-based competitive local exchange
carrier U.S. TelePacific Corp.'s proposed $460 million senior
secured credit facility, consisting of a $25 million revolver and
$435 million term loan.  S&P rated the bank loan 'B-' with a '4'
recovery rating, which indicates S&P's expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default.

The company will used proceeds from the term loan to refinance
$361 million of existing debt, fund the $20 million acquisition of
Covad Wireless, add about $41 million of cash to the balance
sheet, and pay related fees and expenses.

At the same time, S&P affirmed its 'B-' corporate credit rating on
parent company U.S. TelePacific Holdings Corp.  The outlook is
stable.  Pro forma operating lease-adjusted leverage is elevated
at about 6.8x and modestly higher than TelePacific's leverage of
6.4x as of Dec. 31, 2010.  Nevertheless, S&P's rating incorporates
the expectation of additional small acquisitions, which could
slightly reduce leverage if they are funded with cash from the
balance sheet.

The ratings on TelePacific continue to reflect a highly leveraged
financial risk profile and a high degree of business risk stemming
from substantial competition from larger and better capitalized
incumbent telephone companies.  The ratings also reflect pricing
pressure, a lack of sustainable competitive advantages, low
barriers to entry, integration risk, and market concentration.
Tempering factors include the company's solid EBITDA margins
relative to its peer group and access-line growth because of low
penetration levels and improving churn.


VIRGINIA LUMINOR: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Virginia Luminor Real Estate, LLC
        43720 Trade Center Place, Suite 140
        Sterling, VA 20166

Bankruptcy Case No.: 11-11020

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  CHRISTOPHER S. MOFFITT, P.C.
                  218 North Lee St. 3rd Floor
                  Alexandria, VA 22314-2631
                  Tel: (703) 683-0075
                  Fax: (703) 997-8430
                  E-mail: moffittlawoffices@gmail.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-11020.pdf

The petition was signed by Michael D. Lessin, managing member.


WESTLAND PARCEL: Can Access Ban's Cash Collateral Until May 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Westland Parcel J Partners LLC and Pacific Western
National Bank to use, on an interim basis, cash collateral of
Pacific Western National Bank and T. Courtney until May 31, 2011.

The Debtor may exceed any line item in the Budget by up to 15%
in any one month, as long as the overage for all items in the
aggregate does not exceed 15% of the total budget amount for that
month, with the savings in one month to be carried over to any
line item into subsequent months.

Creditors holding a secured interest in cash collateral will be
granted replacement liens to the same validity and priority as
their prepetition liens.

A continued hearing is set for May 18, 2011, at 9:30 a.m., at 255
East Temple Street Courtroom 1539 in Los Angeles, California.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?7359

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WHITTLE DEV'T: Court Extends Plan Filing Deadline to April 4
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended the exclusive periods of Whittle Development Inc. and its
debtor-affiliates to file a Chapter 11 plan of reorganization
until April 4, 2011, and solicit acceptances of that plan until
June 15, 2011.

The initial deadline to file for Chapter 11 plan expired on
Feb. 1, 2011.

                    About Whittle Development

Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S
property development company wholly owned by Robert S. Whittle. It
owns significant acreage in and around the northeastern shore of
Lake Ray Hubbard, as well as other parts of Rockwall County,
Texas.  Its business is the sale and development of its holdings
for highest and best uses of its land "inventory" to third party
end users or other more direct developers.

Whittle Development filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084).  Whittle
Development estimated its assets and debts at $10 million to
$50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which is also a Sub
Chapter S corporation wholly owned by Robert S. Whittle.  Mariah
Bay filed for Chapter 11 bankruptcy protection on October 4, 2010
(Bankr. N.D. Tex. Case No. 10-37085).  Mariah Bay estimated its
assets and debts at $10 million to $50 million at the Petition
Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition on February 19, 2010 (Bankr. N.D.
Tex. Case No. 10-31171).


WILMINGTON PRINTING: Files for Bankruptcy Amids BB&T Foreclosure
----------------------------------------------------------------
Wayne Faulkner at StarNews Online reports that Wilmington Printing
Co. filed for Chapter 11 protection amid foreclosure actions by
BB&T.  Wilmington Printing owed the bank more than $212,000 on an
acre of land and the building at 420 N. Fourth St., according to
the filing.  The filing puts the value of those properties at more
than $875,000.

According to the report. Algernon Butler III of Butler & Butler,
the Wilmington law firm representing Wilmington Printing, said the
Company filed for Chapter 11 to "enable them to market the real
estate, and they felt that Chapter 11 would afford them the best
possibility for maximizing the return to creditors."

Wilmington Printing said it owes more than $746,000 to the Pension
Benefit Guaranty Corp. for unfunded benefits to its former
employees.  That unsecured debt, however, is disputed.  Other
secured claims from creditors include $82,600 from the N.C.
Department of Revenue for sales taxes and $16,400 in New Hanover
County property taxes.

Wilmington Printing Co., operator of a printing facility in
Wilmington, North Carolina, filed for Chapter 11 protection
(Bankr. E.D. N.C. Case No. 11-00786) on Feb. 3, 2011.  Algernon L.
Butler, III, Esq., at Butler & Butler, LLP, in Wilmington,
represents the Debtor.  In its schedules, the Debtor disclosed
$978,206 in assets and  $1,699,462 in liabilities.


WINGATE AIRPORT: Uncompleted LV Airport Hotel Files for Ch. 11
--------------------------------------------------------------
Wingate Airport South, LLC, the owner of an uncompleted Wyndham
hotel near the Las Vegas airport, filed for Chapter 11 protection.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the petition claims the hotel is worth $12 million.
Debt is $9.5 million, including $2.2 million in secured claims.
The remainder is unsecured.

Steve Green at the Las Vegas Sun the filing listed creditors
including Park Place Properties LLC with a claim of more than
$6.6 million against the building, contractor Crowne Tradewinds
LLC with a claim of more than $605,000, and Clark County, owed
more than $43,000 for property taxes.

Las Vegas, Nevada based Wingate Airport South, LLC, filed for
Chapter 11 protection (Bankr. D. Nev. Case No. 11-11950) on
Feb. 11, 2011, in its hometown.  Neil J. Beller, Esq., at Neil J.
Beller, Ltd., serves as counsel to the Debtor.  In its schedules,
the Debtor disclosed assets of $12,000,000 and liabilities of
$9,497,529.


WORD WORLD: Has Deal to Sell Assets to Standard General
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Word World LLC, the owner of the children's animated
television series of the same name, filed a Chapter 11 petition
along with an agreement to sell the assets for $1.5 million in
cash to a fund affiliated with Standard General LP.

Mr. Rochelle relates that Standard General, based in New York, is
to provide $1.4 million in financing for the Chapter 11 case.
Anything outstanding on the loan will be offset against the
purchase price.  As part of the acquisition, Standard General will
provide as much as $500,000 to cure breaches on contracts to be
assumed.

An auction will be held to determine if there is a better offer.

Mr. Rochelle said Word World disclosed assets of $300,000 and
$14.5 million in debt in its schedules.  Liabilities include
$5.8 million owing to trade suppliers and $9.6 million on
unsecured notes.

                         About Word World

WordWorld, LLC, provides learning products and interactive
resources for preschoolers.  It also offers Public Broadcasting
Service, which broadcasts local TV shows and plans activities for
kids, parents, and teachers.  The Company was founded in 2002 and
is based in New York, New York.

Revenue was $3.4 million last year and $4.9 million in 2009.
The project had been funded with $20 million provided by the U.S.
Department of Education.

Word World filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-10543) on Feb. 10, 2011.  James N. Lawlor, Esq., at
Wollmuth Maher & Deutsch, LLP, in Newark, New Jersey, serves as
counsel to the Debtor.  The Debtor estimated assets of $1 million
to $10 million and debts of $10 million to $50 million in its
Chapter 11 petition.


W.R. GRACE: Opposition to Garlock Plea for Documents Gains Support
------------------------------------------------------------------
Motley Rice LLC and the Official Committee of Asbestos Claimants
in The Flintkote Company, WR Grace & Co., North American
Refractories Co. and Pittsburg Corning Corp. bankruptcy cases join
in the responses of the Law Office of Peter G. Angelos, PC, et.
al., and Kazan, McClain, Lyons, Greenwood & Harley, et. al., in
opposition to Garlock Sealing Technologies, LLC's request for
authority to access Rule 2019 Statements.

In response to the objections, Garlock Sealing argues that its
motion for access is not a discovery motion and its need for the
information is not relevant to the standard for access to court-
filed records.  Garlock asserts that it is invoking its right to
access.  Garlock explains that any member of the public has a
right to obtain the exhibits, so long as it would not cause a
"clearly defined and serious injury."

Garlock also argues that it is a mistake to refer to the exhibits
as confidential given no court has sealed them or made a finding
that they should be sealed.

Garlock says the law firm objectors do not come close to carrying
their burden of demonstrating a clearly defined and serious injury
that will occur if Garlock has access.  None of the law firms
addresses how access to names of persons participating in the
bankruptcy cases could increase the risk of harm in any way,
Garlock points out.

Garlock Sealing sought and obtained leave from the Court to file a
reply to the objections raised against its motion to access the
2019 statements.

                      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: BlackRock Inc. Hikes Equity Stake to 5.25%
------------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission on February 9, 2011, that it is
deemed to beneficially own 3,837,753 shares of W.R. Grace stock
representing 5.25% of the 73,078,925 Grace shares outstanding as
of October 31, 2010.

                      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)


* MERS Doesn't Confer Right to Foreclose, Judge Says
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Robert E. Grossman from Central
Islip, New York, ruled on Feb. 10 in a 37-page opinion that the
electronic system for keeping track of ownership of home mortgages
and mortgage notes is insufficient to prove ownership,

According to Mr. Rochelle, the case involved the Mortgage
Electronic Registration System, known as MERS, which Judge
Grossman described as being created to replace "our traditional
system of public recordation of mortgages."  Judge Grossman's
decision said that the MERS system by itself doesn't show
ownership and allow the purported owner to file a motion seeking
permission to foreclose.

Mr. Rochelle relates that MERS argued unsuccessfully that it
serves as agent for all its members, thus avoiding the need for
recording every transfer of a note and mortgage.

The case is In re Agard, 10-77338, U.S. Bankruptcy Court, Eastern
District of New York (Central Islip).


* Only Motion Proper to Enforce Discharge Injunction
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
Feb. 10 that a claim for contempt arising from violation of a
discharge injunction is a contested matter that can be brought
only by motion in the bankruptcy court where the bankruptcy was
pending.

In Barrientos v. Wells Fargo Bank NA, 09-55810, U.S. 9th Circuit
Court of Appeals (San Francisco), the bankrupt sued a mortgage
lender for violation of a discharge injunction under Section 524
of the Bankruptcy Code.  The lender allegedly was continuing to
report an outstanding debt that had been discharged in bankruptcy.

According to Mr. Rochelle, U.S. District Judge Robert C. Jones,
sitting by designation from the District of Nevada, said that
because the issue could only be raised in the bankruptcy court,
the Bankruptcy Rules require using a motion rather than a
complaint to enforce the discharge injunction.


* Malpractice Claim Discharged Although Not Listed
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that before a lawyer filed bankruptcy, he committed
malpractice by failing to make a proper filing of a client's
security interest.  The failure became evident only after the
lawyer received his discharge in bankruptcy.

According to Mr. Rochelle, U.S. District Judge Thomas Russell in
Owensboro, Kentucky, ruled on Feb. 4 that the resulting debt was
discharged even though the former client wasn't listed among
creditors.  Judge Russell said the former client wasn't denied due
process because it was a so-called no-asset bankruptcy, where
creditors received nothing.  The client's inability to recover
resulted from the lack of assets, not denial of due process.

The case is Republic Bank & Trust Co. v. Hutchinson,
10-123, U.S. District Court, Western District of Kentucky
(Owensboro).


* U.S. Panel to Probe FDIC Bank Resolutions, Loss-Share Deals
-------------------------------------------------------------
Phil Mattingly at Bloomberg News reports that the U.S. House
Financial Services Committee plans to review the Federal Deposit
Insurance Corp.'s handling of the more than 300 bank failures the
agency has handled since the start of the subprime mortgage
crisis.

According to the report, the panel amended its proposed oversight
agenda to include a review of resolution procedures at the FDIC,
the independent federal agency that acts as receiver for failed
banks.  More than 300 lenders have been shuttered since credit
markets froze in 2008.

Bloomberg discloses that Representative Lynn Westmoreland, a
Georgia Republican, offered the amendment, which also requires the
committee to look into the FDIC's use of loss-sharing agreements
to attract buyers for failed bank assets. In those agreements, the
FDIC agrees to bear a portion of any losses on the assets.


* Canada November Bankruptcies Rise 1.1% From October 9
-------------------------------------------------------
Canada's bankruptcy superintendent reported on its Web site that
the total number of insolvencies (bankruptcies and proposals) in
Canada increased by 5.2% in November 2010 from the previous month.
Bankruptcies increased by 1.1%, whereas proposals increased by
14.2%.  Over the past 10 years, there were only three years when
the total number of insolvencies filed in the month of November
was lower than the total number filed in October.

The total number of insolvencies in November 2010 was 1.6% lower
than the total number of insolvencies in November 2009.  Consumer
insolvencies have decreased by 0.9%, while business insolvencies
have decreased by 17.8%.

For the 12-month period ending November 30, 2010, total
insolvencies decreased by 10.5% compared with the 12-month period
ending Nov. 30, 2009.  It is worth noting that the total volume of
insolvency still remains 21.4% higher than the 12-month period
(October 2007 - September 2008) preceding the recession.

For the 12-month period ending November 30, 2010, consumer
insolvencies decreased by 10.0% compared with the 12-month period
ending November 30, 2009.  Consumer bankruptcies decreased by 19.5
percent, while consumer proposals increased by 22.4%.  For the
same period, 96.3% of total insolvencies were filed by consumers.

Business insolvencies for the 12-month period ending November 30,
2010, fell by 22.9% compared with the 12-month period ending
November 30, 2009.  A reduction in the number of insolvencies
among the retail trade; manufacturing; transportation and
warehousing; accommodation and food services; and construction
sectors largely contributed to this decrease.

The proportion of proposals in consumer insolvencies increased to
31.0% during the 12-month period ending Nov. 30, 2010, up from
22.8% during the 12-month period ending Nov. 30, 2009.  This
increase may be an indication that consumers are taking advantage
of changes to the Bankruptcy and Insolvency Act. The changes,
implemented on Sept. 18, 2009, allow consumers more flexibility in
filing proposals.

In November 2010, two proceedings were filed under the Companies'
Creditors Arrangement Act: Tuscan Ventures Inc. and Tuscan Villas
Ltd., and Boutique Jacob, Inc.


* Bankruptcy Would Be 'Last Resort' for US Cities, Says Miller
--------------------------------------------------------------
Bankruptcy would be a "last resort" for U.S. cities with financial
problems because it might last many years without certainty of
resolving issues such as union contracts, bankruptcy lawyer Harvey
Miller told Bloomberg Television last week.

Meanwhile, William Selway at Bloomberg News reports that
Republicans and Democrats in the U.S. House criticized a proposal
to allow states to file for bankruptcy to escape their debts,
calling it an unnecessary intrusion into local affairs that could
roil the bond market.

According to the report, Republican Representative Lamar Smith of
Texas, chairman of the House Judiciary Committee, said in
Washington on Feb. 14 that allowing bankruptcy filings could
encourage profligate borrowing and penalize even sound states with
higher interest costs.

Representative John Conyers, a Democrat from Michigan, said it is
a "useless" idea.  Democrat Hank Johnson, a Georgia Democrat, also
said it was an unnecessary step that's motivated by opposition to
public-employee unions, a major source of campaign contributions
for Democrats.

                           *     *     *

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Newt Gingrich, the former speaker of the House of
Representatives, is pushing for legislation that would allow U.S.
states to file for bankruptcy.  Mr. Gingrich, a Republican party
figure and a potential presidential candidate for 2012, told
Reuters that the legislation will likely be introduced in Congress
February.  Mr. Gingrich has championed on a move to change federal
law that would let states file for bankruptcy in order to handle
their long-term budget problems despite resistance from states and
investors in the $2.8 trillion municipal bond market.  Currently,
Chapter 9 of the Bankruptcy Code, which allows cities, counties
and other units of local government units to restructure their
debts, doesn't include states.

States have reported $140 billion of budget gaps for fiscal 2012
as the worst recession since the 1930s cut tax receipts by the
largest amount on record, Bloomberg News reported, citing the
Center on Budget and Policy Priorities, a Washington research
group.


* City Budget Troubles Spur States to Expand Oversight Abilities
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that states are taking new steps
to expand their oversight of town and city finances to stay ahead
of any brewing fiscal troubles.  The report relates that
California Controller John Chiang and several state lawmakers last
Tuesday unveiled bills that would give the controller more
authority to audit local finances and advise troubled
municipalities.

Meanwhile, DBR relates, the Michigan Treasury is sponsoring a new
training program last week for potential "emergency financial
managers" who would help turn around distressed cities and towns.

The moves come as other states, including Indiana, are evaluating
their procedures for monitoring local finances as some investors
in the nation's $2.9 trillion municipal-bond market raise concerns
about the impact of the economy on state and local finances, the
report notes.


* State Bankruptcy Proposal Criticized by Both Parties
------------------------------------------------------
William Selway at Bloomberg News reports that Republicans and
Democrats in the U.S. House criticized a proposal to allow states
to file for bankruptcy to escape their debts, calling it an
unnecessary intrusion into local affairs that could roil the bond
market.

According to the report, Republican Representative Lamar Smith of
Texas, chairman of the House Judiciary Committee, said in
Washington Feb. 14 that allowing bankruptcy filings could
encourage profligate borrowing and penalize even sound states with
higher interest costs.

Representative John Conyers, a Democrat from Michigan, said it is
a "useless" idea.  Democrat Hank Johnson, a Georgia Democrat, also
said it was an unnecessary step that's motivated by opposition to
public-employee unions, a major source of campaign contributions
for Democrats.

                    Bankruptcies Carry Problems

Bankruptcy Law360 reports that financial and legal experts told
legislators Monday that establishing a state bankruptcy option to
address the risk of underfunded state pension plans would wreak
havoc with municipal bond markets and could amount to an
unconstitutional overstep of states' sovereignty.

According to Law360, solutions exist beyond bankruptcy to deal
with the stormy financial forecasts many states are now facing,
Chapman & Cutler LLP partner James Spiotto told the House
Judiciary Committee subcommittee.

Dow Jones' DBR Small Cap reports that Utah Governor Gary Herbert
said that giving states the option to seek bankruptcy protection
should be considered only as a "last resort."

                           *     *     *

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Newt Gingrich, the former speaker of the House of
Representatives, is pushing for legislation that would allow U.S.
states to file for bankruptcy.  Mr. Gingrich, a Republican party
figure and a potential presidential candidate for 2012, told
Reuters that the legislation will likely be introduced in Congress
February.  Mr. Gingrich has championed on a move to change federal
law that would let states file for bankruptcy in order to handle
their long-term budget problems despite resistance from states and
investors in the $2.8 trillion municipal bond market.  Currently,
Chapter 9 of the Bankruptcy Code, which allows cities, counties
and other units of local government units to restructure their
debts, doesn't include states.

States have reported $140 billion of budget gaps for fiscal 2012
as the worst recession since the 1930s cut tax receipts by the
largest amount on record, Bloomberg News reported, citing the
Center on Budget and Policy Priorities, a Washington research
group.


* Cypress Group Executives Leave Firm to Form Torque Capital
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that three executives from
Cypress Group have left the business to form Torque Capital Group
LLC, a lower midmarket firm that has struck its first deal.

The Cypress Group is a New York-based private equity group, which
manages two private equity funds.  Cypress invests in privately
negotiated transactions.  Investments made by Cypress include
Cinemark, Inc., AMTROL, Inc., Williams Scotsman, Inc., WESCO
International, Inc., ClubCorp, Inc., Danka Business Systems PLC,
MedPointe Inc., Montpelier Re Holdings, Ltd., Republic National
Cabinet Corp., Catlin Group Ltd., The Meow Mix Company, Financial
Guaranty Insurance Company (FGIC), Communications & Power
Industries, Inc., Affinia Group Inc., Stone Canyon Entertainment
Corporation, Cooper-Standard Automotive and Scottish Re Group
Limited.


* Alvarez & Marsal Boosts Advisory Team for P.E., M&A Clients
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the advisory firm behind the
administration of collapsed investment bank Lehman Brothers
Holdings Inc. has bolstered its transaction services team in
response to a "steady surge" in demand among buyout firms and
corporate buyers.


* David Drez Joins Wick Phillips
--------------------------------
Wick Phillips Gould & Martin, LLP, a full-service business law
firm, announces that David J. Drez III has joined the firm as a
partner. Mr. Drez will be based in the firm's Fort Worth office.

A trial lawyer specializing in complex business disputes, Mr. Drez
represents clients in a variety of industries, including oil and
gas, electric utility, real estate, banking and finance, and
construction.  David will continue to represent clients in federal
and state courts throughout Texas, in addition to other
jurisdictions. Before his move to Wick Phillips, Mr. Drez was a
partner with Haynes and Boone, LLP, based in that firm's Fort
Worth office.

"We are delighted that David has decided to join the firm, and he
will be a key senior member of our litigation practice," said Todd
Phillips, a founding partner of the firm.  "He is a respected and
highly regarded trial lawyer that is a strong addition to the Wick
Phillips team.  Our Fort Worth practice is growing rapidly, and
adding David to the team further demonstrates our commitment to
serving the Tarrant County business community."

Mr. Drez has represented a number of high profile clients
involving bankruptcy, contract disputes, and damage claims, among
other commercial litigation cases.  Most recently, he was the lead
trial counsel in a federal fraud trial concerning the sale of two
lines of fiber optic products.  Mr. Drez successfully tried the
case, resulting in a $12.5 million jury verdict on behalf of his
client.

Licensed to practice in Texas, New York and Louisiana, Mr. Drez
has more than ten years of experience in all phases of litigation
in the trial and appellate courts.  He is admitted in the U.S.
Supreme Court, U.S. Court of Appeals for the Fifth Circuit, all
U.S. district courts in Texas and Western District of Louisiana.

"Wick Phillips continues to build a talented and diverse team of
experts, and I am excited to be a part of it.  The firm believes
that superior legal work, in conjunction with personal service and
attention to clients, is the foundation of the practice," said
Drez.  "Every attorney in the firm is dedicated to achieving the
best possible outcome for our clients, and as we expand, we will
never lose sight of that goal."

Mr. Drez graduated cum laude with a J.D. from Southern Methodist
University, and received a B.A. from Tulane University.  Prior to
his affiliation with Haynes and Boone, Mr. Drez served as a law
clerk for the Honorable James T. Trimble, Jr. in the United States
District Court for the Western District of Louisiana.

                     About Wick Phillips Gould

Serving the legal needs of businesses in a broad range of
industries, Wick Phillips -- http://www.wickphillips.com/--
practices law with purpose.  Specialty areas include commercial
litigation, bankruptcy, creditor's rights, civil appeals,
corporate, corporate advisory, labor and employment, and
securities.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Angela Cameron
   Bankr. N.D. Ala. Case No. 11-40328
      Chapter 11 Petition filed February 9, 2011

In Re Saraland Dental Center, P.C.
   Bankr. S.D. Ala. Case No. 11-00477
      Chapter 11 Petition filed February 9, 2011
         See http://bankrupt.com/misc/alsb11-00477.pdf

In re Anthony Daleo
   Bankr. D. Ariz. Case No. 11-03283
      Chapter 11 Petition filed February 9, 2011

In Re Developmental Dynamics Incorporated
   Bankr. C.D. Calif. Case No. 11-15523
      Chapter 11 Petition filed February 9, 2011
         filed pro se

In Re Developmental Dynamics Family Services Inc.
   Bankr. C.D. Calif. Case No. 11-15527
      Chapter 11 Petition filed February 9, 2011
         filed pro se

In re Juan Andrade
   Bankr. C.D. Calif. Case No. 11-15634
      Chapter 11 Petition filed February 9, 2011

In re Michael Dalton
   Bankr. N.D. Calif. Case No. 11-30506
      Chapter 11 Petition filed February 9, 2011

In re Joseph Travers
   Bankr. S.D. Calif. Case No. 11-02112
      Chapter 11 Petition filed February 9, 2011

In Re Wright Wing Investments, Inc.
        dba Buffalo Wings and Rings
        dba T Bone'z Southwestern Grill and Saloon
   Bankr. W.D. Ky. Case No. 11-30573
      Chapter 11 Petition filed February 9, 2011
         See http://bankrupt.com/misc/kywb11-30573.pdf

In Re Novo, Inc.
        dba Novo Salon
        dba Edward Perruzzi
   Bankr. D. Mass. Case No. 11-11006
      Chapter 11 Petition filed February 9, 2011
         See http://bankrupt.com/misc/mab11-11006.pdf

In Re People's First Finance, Inc.
   Bankr. D. Nev. Case No. 11-11775
      Chapter 11 Petition filed February 9, 2011
         filed pro se

In re William Schneider
   Bankr. E.D. N.Y. Case No. 11-70713
      Chapter 11 Petition filed February 9, 2011

In re Rozanna Mulhollen
   Bankr. D. Ore. Case No. 11-60531
      Chapter 11 Petition filed February 9, 2011

In Re Strategic Edge Logistics, LLC
   Bankr. M.D. Pa. Case No. 11-00874
      Chapter 11 Petition filed February 9, 2011
         See http://bankrupt.com/misc/pamb11-00874.pdf

In Re Shirley Diamond
   Bankr. D. Ariz. Case No. 11-03346
      Chapter 11 Petition filed February 10, 2011

In re Cynthia Rodriguez
   Bankr. C.D. Calif. Case No. 11-15769
      Chapter 11 Petition filed February 10, 2011

In Re Mermaid's - Seafood And Grill, LLC
        aka Mermaid's Grill
   Bankr. E.D. Calif. Case No. 11-23388
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/caeb11-23388.pdf

In re Sayed Hussein
   Bankr. E.D. Calif. Case No. 11-23439
      Chapter 11 Petition filed February 10, 2011

In re Mischa McNab
   Bankr. N.D. Calif. Case No. 11-10450
      Chapter 11 Petition filed February 10, 2011

In re Sylvia Mendoza
   Bankr. N.D. Calif. Case No. 11-51247
      Chapter 11 Petition filed February 10, 2011

In Re GHMD, LLC
   Bankr. D. Colo. Case No. 11-12401
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/cob11-12401.pdf

In re Charles K. Mullins
   Bankr. M.D. Ga. Case No. 11-50400
      Chapter 11 Petition filed February 10, 2011

In Re Merk Services, Inc.
        dba Tub Doctor
   Bankr. S.D. Ga. Case No. 11-10266
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/gasb11-10266.pdf

In re Edward-John Pajian
   Bankr. N.D. Ill. Case No. 11-05096
      Chapter 11 Petition filed February 10, 2011

In re Donald Ware
   Bankr. E.D. Ky. Case No. 11-50378
      Chapter 11 Petition filed February 10, 2011

In Re Anamorphic Systems, Inc.
        aka ASI
   Bankr. D. Nev. Case No. 11-50393
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/nvb11-50393.pdf

In Re Western Residential Services, Inc.
   Bankr. D. Nev. Case No. 11-11854
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/nvb11-11854.pdf

In Re N.Y. Thymes and Deli d/b/a C'est Cheese
   Bankr. D. N.J. Case No. 11-13781
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/njb11-13781.pdf

In re Peter Hoffman
   Bankr. D. Ore. Case No. 11-31008
      Chapter 11 Petition filed February 10, 2011

In re Eugene Brower
   Bankr. E.D. Wash. Case No. 11-00617
      Chapter 11 Petition filed February 10, 2011

In re James Phillips
   Bankr. E.D. Wash. Case No. 11-00602
      Chapter 11 Petition filed February 10, 2011

In Re Jalaran, LLC
   Bankr. M.D. Pa. Case No. 11 00903
      Chapter 11 Petition filed February 10, 2011
         See http://bankrupt.com/misc/pamb11-00903.pdf

In re Donald Huber
   Bankr. W.D. Wash. Case No. 11-41013
      Chapter 11 Petition filed February 10, 2011

In Re Kirkland Resources LLC
   Bankr. W.D. Wash. Case No. 11-11438
      Chapter 11 Petition filed February 10, 2011

In re Robert Rynders
   Bankr. W.D. Wis. Case No. 11-10707
      Chapter 11 Petition filed February 10, 2011

In Re Larry Hodge Excavating & Hauling Inc.
   Bankr. N.D. Ala. Case No. 11-80495
      Chapter 11 Petition filed February 11, 2011
         See http://bankrupt.com/misc/alnb11-80495.pdf

In Re Michael Hanson
   Bankr. D. Ariz. Case No. 11-03553
      Chapter 11 Petition filed February 11, 2011

In Re Robert Schiel
   Bankr. D. Ariz. Case No. 11-03522
      Chapter 11 Petition filed February 11, 2011

In Re Casting Office, Inc.
   Bankr. C.D. Calif. Case No. 11-15980
      Chapter 11 Petition filed February 11, 2011
         See http://bankrupt.com/misc/cacb11-15980.pdf

In Re Michael Forbes
   Bankr. C.D. Calif. Case No. 11-15920
      Chapter 11 Petition filed February 11, 2011

In Re Carl Wilson
   Bankr. D. Kan. Case No. 11-10273
      Chapter 11 Petition filed February 11, 2011

In Re Prieur Leary
   Bankr. E.D. La. Case No. 11-10415
      Chapter 11 Petition filed February 11, 2011

In Re AB Investments, L.L.C.
   Bankr. E.D. Mo. Case No. 11-41127
      Chapter 11 Petition filed February 11, 2011
         See http://bankrupt.com/misc/moeb11-41127.pdf

In Re Avalon Logistics, Inc.
   Bankr. D. N.J. Case No. 11-13955
      Chapter 11 Petition filed February 11, 2011
         See http://bankrupt.com/misc/njb11-13955.pdf

In Re Swartwout Construction, Inc.
   Bankr. N.D. N.Y. Case No. 11-10320
      Chapter 11 Petition filed February 11, 2011
         See http://bankrupt.com/misc/nynb11-10320.pdf

In Re Angel Ramon Cardona
   Bankr. D. Puerto Rico Case No. 11-01053
      Chapter 11 Petition filed February 11, 2011

n Re Paul Cook
   Bankr. M.D. Tenn. Case No. 11-01308
      Chapter 11 Petition filed February 11, 2011

In Re Victor McClure
   Bankr. N.D. W.Va. Case No. 11-00215
      Chapter 11 Petition filed February 11, 2011

In Re David Ramz
   Bankr. W.D. Wash. Case No. 11-11465
      Chapter 11 Petition filed February 11, 2011

In Re Leroy Jordan
   Bankr. C.D. Calif. Case No. 11-16068
      Chapter 11 Petition filed February 13, 2011

In Re Larry Hodge
   Bankr. N.D. Ala. Case No. 11-80524
      Chapter 11 Petition filed February 14, 2011

In Re Kevin Kowalchuk
   Bankr. D. Ariz. Case No. 11-03607
      Chapter 11 Petition filed February 14, 2011

In Re Stanley Torgerson
   Bankr. D. Ariz. Case No. 11-03677
      Chapter 11 Petition filed February 14, 2011

In Re Keenan Cheung
   Bankr. C.D. Calif. Case No. 11-16135
      Chapter 11 Petition filed February 14, 2011

In Re Leroy Jordan
   Bankr. C.D. Calif. Case No. 11-16068
      Chapter 11 Petition filed February 13, 2011

In Re Nicholas Cotton
   Bankr. C.D. Calif. Case No. 11-16221
      Chapter 11 Petition filed February 14, 2011

In Re Marilou Cayabyab
   Bankr. N.D. Calif. Case No. 11-51333
      Chapter 11 Petition filed February 14, 2011

In Re Robert Dills
   Bankr. N.D. Calif. Case No. 11-10502
      Chapter 11 Petition filed February 14, 2011

In Re Derrick Broadaway
   Bankr. E.D. Va. Case No. 11-70615
      Chapter 11 Petition filed February 14, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com 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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