TCR_Public/110223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 23, 2011, Vol. 15, No. 53

                            Headlines

20 BAYARD: Plan Hearing Again on March 8 as WFF Dispute Remains
ADVANTAGE BLASTING: Hit with Involuntary Ch. 11 Petition
ADVANTAGE BLASTING: Involuntary Chapter 11 Case Summary
AGD, L.P.: Case Summary & 7 Largest Unsecured Creditors
AMERICAN APPAREL: Lion Waives January EBITDA Requirement

AMERICAN HOME MORTGAGE: 3rd Cir. Upholds Repo Claims Ruling
ANGIOTECH PHARMACEUTICALS: NIH Objects to Chapter 15 Filing
APPLESEED'S INTERMEDIATE: Units Settle with Donnelley, Gould
AURASOUND INC: Notifies Late Filing of Dec. 31 Form 10-Q
BALL FOUR: Plan Outline Hearing Reset to May 13

BALL FOUR: Taps Trout Raley for Colorado Water Augmentation Plan
BANKATLANTIC BANCORP: Incurs $145.51 Million Net Loss in 2010
BERNARD L MADOFF: Picard Suit vs. Citi Unsealed
BERNARD L MADOFF: Customer Wants Settlement With Levy Set Aside
BERRY PLASTICS: Incurs $69 Million Net Loss in Jan. 1 Qtr.

BORDERS GROUP: Wins Interim OK for Intercompany Transactions
BORDERS GROUP: Wins Interim OK to Pay Employee Obligations
BRUGNARA PROPERTIES: Plan Outline Hearing Scheduled for March 2
BRYAN/MOORE DEVELOPMENT: Sells to MDC for $14.6MM; BofA to be Paid
CARTER'S GROVE: Section 341(a) Meeting Scheduled for March 22

CATHOLIC CHURCH: Milwaukee Has No Equity Holders, Says Marek
CATHOLIC CHURCH: Milwaukee Wins OK for Bear Realty as Broker
CATHOLIC CHURCH: Wilm. Removal Period Extended Until April 26
CB HOLDING: Praesidian-Led Auction for 20 Stores on March 31
CENTAUR LLC: Has Until May 23 to Assume or Reject VVD Lease

CENTRALIA OUTLETS: Has Access to Cash Collateral Until May 15
CINCINNATI BELL: Incurs $18.60MM Net Loss in 4th Quarter
COLLIER LAND: Has Interim OK to Hire Robert O Lampl as Counsel
COLLIER LAND: Parkvale Bank Wants Case Converted to Chapter 7
CROWN RANCH: Case Summary & 20 Largest Unsecured Creditors

CONEX INTERNATIONAL: Hit with Involuntary Ch. 11 Petition
CONEX INTERNATIONAL: Involuntary Chapter 11 Case Summary
DENNY'S CORPORATION: Reports $2.73 Million Net Income in Q4
DJSP ENTERPRISES: Subsidiary Reduces Workforce by 90 Employees
ECHO TRAILER: RDSD Holdings Lawsuit Blamed for Filing

EMIVEST AEROSPACE: Lease Decision Deadline Extended to May 18
ENERGY FUTURE: Reports $2.812 Billion Net Loss in 2010
EPICEPT CORP: Will Host Call on 2010 Results Tomorrow
GARDEN OPERATION: H&H Bagels Owner in Chapter 11
GARY PHILLIPS: US Trustee Forms Six-Member Creditors Committee

GENERAL GROWTH: New GGP Seeks to Appear in Borders' Bankr. Case
GENERAL MOTORS: Allstate Says Plan Not Insurance Neutral
GENERAL MOTORS: Centerpoint Wants to Keep Rights Under Lease
GENERAL MOTORS: Env. Agencies Say Plan Fails Sec. 1129 Provisions
GENERAL MOTORS: Old GM Proposes $420 Mil. Claims Reserve

GREAT ATLANTIC & PACIFIC: Hilco to Lead Sale Process for 31 Leases
GREAT ATLANTIC & PACIFIC: DBD Cayman Disposed of Shares
GREAT ATLANTIC & PACIFIC: Elects Rayburn to Board of Directors
GREAT ATLANTIC & PACIFIC: Tengelmannn Has 54.3% Stake
GREAT ATLANTIC & PACIFIC: WGL, et al., Appeal From Utility Order

GREYSTONE LOGISTICS: Has $2.7MM Deal for Sale, Lease Back of Plant
GTS 900: Astani Lets Go of Ownership of $260-Mil. Condo Project
HOVNANIAN ENTERPRISES: Completes Shares, Notes Offerings
IMPLANT SCIENCES: Incurs $15.52 Million Net Loss in Fiscal 2010
IMPLANT SCIENCES: Notifies Late Filing of Dec. 31 Form 10-Q

INNKEEPERS USA: Some Discovery Permitted for March 8 Trial
INT'L STORYTELLING: BofA Will Let Go of Claims in NSF Proceeds
INT'L STORYTELLING: Files Motion to Scrap NSN Contract
ISE CORP: Sells Most Assets for $3.72 Million
JAMES HOWARD WINSLOW: Court Denies Substantive Consolidation

JAVO BEVERAGE: Court Sets March 24 as Claims Bar Date
JAVO BEVERAGE: Taps Allen Matkins as General Bankruptcy Counsel
JAVO BEVERAGE: US Trustee Forms 3-Member Creditors' Committee
JOSEPH P. HAYES: Surflight Theatre in Chapter 11
KH FUNDING: Files Schedules of Assets And Liabilities

KH FUNDING: Taps Kollman & Saucier for Foreclosure
LEHR CONSTRUCTION: Files for Chapter 11 in Manhattan
LEHR CONSTRUCTION: Case Summary & 45 Largest Unsecured Creditors
LIGHTHOUSE BAPTIST: Case Summary & 8 Largest Unsecured Creditors
LTAP US: Court Denies Priming DIP Financing From Monarch

MAJESTIC STAR: Plan Exclusivity Stretched to March 10
MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors
MPF HOLDINGS: Trustee May Appeal Directly to Fifth Circuit
NAT'L ENERGY & GAS: Court OKs American Home Assurance Accord
NAVISTAR INT'L: Ret. Gen. McChrystal Appointed to Board

NEW STREAM: Prepackaged Plan Opposed by Some Investors
NORTHGATE PROPERTIES: Files Schedules of Assets & Liabilities
NORTHGATE PROPERTIES: Sec. 341(a) Meeting Scheduled for March 14
NOVADEL PHARMA: Announces $1.6 Million Equity Financing
NPS PHARMACEUTICALS: Incurs $31.44-Mil. Net Loss in 2010

OTTER TAIL: Wins Nod to Sell to Green Plains
PATRICK HACKETT: Court Orders March 12 Auction for Assets
QWEST COMMUNICATIONS: Incurs $55 Million Net Loss in 2010
RADLAX GATEWAY: Perkins Coie Allowed $342,025 in Interim Fees
REGAL ENTERTAINMENT: Plans to Offer $100 Million of Senior Notes

SABRE DEFENCE: Owner Faces Extradition for Trafficking Charges
SEAHAWK DRILLING: Court Sets March 15 Hearing for Sale to Hercules
SEAHAWK DRILLING: To Have Official Shareholders' Committee
SHAMROCK HOLDINGS: Brookside Community Owner in Chapter 11
SIGNAL HILL: Sec. 341(a) Meeting Scheduled for March April 11

SIRIUS XM: Incurs $81.44 Million Net Loss in 4th Quarter
SONRISA PROPERTIES: Continuance of Hearing on Compass Plan Denied
SONRISA REALTY: Continuance of Hearing on Compass Plan Denied
SOUTHPEAK INTERACTIVE: Posts $2.1 Million Loss in Dec. 31 Quarter
SPOT MOBILE: Incurs $3.56 Million Net Loss in Fiscal 2010

SRKO FAMILY LP: Richardson Trustee Wants to Control 2 Units
SSG CAPITAL: Court Approves SSG Capital as Investment Banker
STONE CAST: Case Summary & 14 Largest Unsecured Creditors
SUNCAL COS: SunCal-Lehman Plan Outlines Set for May Hearing
SWARTWOUT CONSTRUCTION: Files for Ch. 11 to Stop Assets Sale

TANGLEWOOD FARMS: Court Denies Substantive Consolidation
TELECONNECT INC: Notifies Late Filing of Quarterly Report
TERRA BENTLEY: Court Dismisses NRC et al. From Village Suit
TERRESTAR NETWORKS: Inks 5th Amendment to DIP Agreement
TERRESTAR NETWORKS: Seeks to Amend Joint Administration Order

TERRESTAR CORP: Solus Holds 4.97% of Common Stock
TP INC: Has Continued Access to BofA Cash Collateral Until March 9
TRILOGY DEV'T: West Edge Development Hits Another Snag
TTR MATTESON: Court Confirms Plan of Reorganization
TULLY'S COFFEE: VP Ron Gai Resigns to Pursue Another Career

UAL CORP: 7th Cir. Says Claims Trader Not Entitled to Cure Claim
ULTIMATE ACQUISITION: Asks Court's Nod to Close 46 Retail Stores
URBAN BRANDS: Has Until April 19 to File Chapter 11 Plan
UTE MESA: Proposes to Pay Unsecured Creditors in Full by 2013
VEBLEN WEST: Court Confirms Sale of Assets to Agstar Financial

VICTOR VALLEY: Receives Final Order for Extension of Financing
WASHINGTON MUTUAL: Confirms Release of Securities Tendered
WELLINGTON PRESERVE: Can Hire Perry & Taylor as Special Counsel
WELLINGTON PRESERVE: Plan Filing Deadline Set for April 1
WINDMILL DURANGO: Hearing on Plan Outline Schedules for March 9

WJO INC: Can Continue Using Tristate Capital's Cash Until Feb. 28
W.R. GRACE: District Court to Hold Plan Status Conference Today
W.R. GRACE: Proposes to Create Netherlands HoldCo Structure
W.R. GRACE: Unsecureds, Garlock Appeal Plan Approval Order
ZEIGER CRANE: Hit by Downturn in Construction Industry

* WSJ Looks at Top U.S. Lawyers in $1,000-Club

* Upcoming Meetings, Conferences and Seminars

                            *********

20 BAYARD: Plan Hearing Again on March 8 as WFF Dispute Remains
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has continued until March 8, 2011, at 2:00 p.m., the hearing to
consider the confirmation of 20 Bayard Views, LLC's proposed Plan
of Reorganization.

The Court has already held 12 separate days of hearings in
connection with the trial on the confirmation of the Debtor's
Plan, including Nov. 18, Jan. 4, and Feb. 1.

20 Bayard has modified its proposed Chapter 11 plan four times.

The Debtor's counsel sent a letter to Bankruptcy Judge Elizabeth
Stong mid-January to response to these questions raised by the
Judge at the January hearing about (i) treating priority claims in
accordance with 11 U.S.C. Sec. 1129(a)(9); (2) treating retiree
benefits in compliance with Sec. 1129 (a)(13); and (3) W Financial
Fund, LP's continuing lien on the Debtor's equity under Sec.
1129(b)(2).

John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., says that
the Debtor modified the Plan -- i.e. filed the Fourth Amended Plan
-- to clarify that allowed administrative claims and priority
claims will be paid in full on the effective date of the Plan.  He
also says that the Debtor had no retirement programs or benefits
and has removed any inference under the Plan that will amend or
revise retiree benefits.  He adds that the Plan has been modified
to clarify that WFF's lien will remain on the Debtor's equity
following emergence.

WFF, owed $17.4 million in principal on account of a loan made in
2008, objected to the confirmation of the Plan.

The Debtor's 37 unsold condominium units serve as collateral to
the WFF loan.  The Debtor has used proceeds of the leases from the
37 unsold condominium units to fund the Chapter 11 case.

20 Bayard is facing a motion from WFF, seeking an order (i)
converting the Chapter 11 case of Bayard to a case under Chapter 7
of the Bankruptcy Code, or, in the alternative, (ii) appointing a
Chapter 11 trustee.  WFF cited acts of dishonesty, gross
mismanagement, and lack of good faith by the Debtor and its
officers.  A hearing was held on the conversion motion on Feb. 1.
The hearing has been adjourned to March 8.

The Debtor has said that in the event its Plan won't be confirmed
at the Feb. 1 hearing, it "joins in with the suggestion of the
United States Trustee that the Debtor should be afforded a short
window in which to propose a confirmable plan."

According to the Debtor's counsel, "The issue in this case has not
been the viability of the Debtor, but, rather, who is to share in
the equity of the Debtor going forward.  The Board, and all of the
residents in the building are the hostages in this drama.   In the
event that the Debtor cannot propose a confirmable plan, and
hopefully a consensual plan with the lender, it is respectfully
submitted that the appointment of a chapter 7 trustee for this
healthy and operating building would be the worst possible result.
The substantial arrears owed by the sponsor would not be paid, and
the trustee would, no doubt, quickly abandon the assets creating a
severe financial hardship as the amounts due to the Board would
not be timely paid."

The Debtor says the most preferable course of action would be the
appointment of a chapter 11 trustee who could propose a consensual
plan, probably in short order, and which would result in the
uninterrupted flow of services to the residents of the building.

                        The Chapter 11 Plan

According to the Disclosure Statement, the Plan provides for (i)
payment of secured claims over time; (ii) payment to general
unsecured creditors; and (iii) sale of the Debtor's units when
necessary to comply with the payment scheme in the Plan.

A $17.4 million secured claim and $150,000 of mechanics' liens
claims will be paid 100 cents on the dollar.  Holders of general
unsecured claims aggregating $3.8 million will recover 5% of their
claims on the second year anniversary of the effective date.
Holders of equity interests will retain their equity securities
and receive an equal equity security share in the reorganized
Debtor, provided, however, that they provide funding for payment
of administrative claims and professional fees.

Under the Plan, WFF will retain its lien on its collateral and
will receive a new lien on the Debtor's storage units at its
condominium complex.  It will receive monthly interest payments of
4.75% of the secured claim and payments of the principal every
year until it is paid in full in five years.

WFF still insists the Plan is "simply not confirmable."  WFF says
with respect to the Fourth Amended Plan, "Among other things, the
modifications to the Plan moves the goal posts once again, by
changing the interest rate to be paid to WFF from a woefully
insufficient 4.5% to a slightly less woefully insufficient 4.75%
and by modifying the schedule for the sale of units, including to
provide for the sale of one unit in year one of the Plan."

A copy of the Plan, as amended for the fourth time, is available
free of charge at:

      http://bankrupt.com/misc/20Bayard_4thAmended_Plan.pdf

Attorneys for W Financial Fund, LP, are:

    Andrew C. Gold, Esq.
    Hanh V. Huynh, Esq.
    HERRICK, FEINSTEIN LLP
    2 Park Avenue
    New York, New York 10016
    Tel: (212) 592-1400
    Fax: (212) 592-1500
    E-mail: agold@herrick.com
            hhuynh@herrick.com

                      About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at at 20 Bayard Street, in Brooklyn , New York.  A total of 37  of
the 62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.


ADVANTAGE BLASTING: Hit with Involuntary Ch. 11 Petition
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Conex International LLC and affiliate Advantage
Blasting & Coating Inc. were hit with involuntary Chapter 11
petitions filed on Feb. 20 in Delaware by three lenders owed
$97.3 million.

Beaumont, Texas-based Conex provides plant maintenance and
construction services for the refining and petrochemical
industries.

The lenders who filed the petitions are Wells Fargo Bank NA, Bank
of Montreal, and The Prudential Insurance Co. of America.


ADVANTAGE BLASTING: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Advantage Blasting & Coating, Inc.
                13879 U.S. Highway 90
                Beaumont, TX 77713

Bankruptcy Case No.: 11-10503

Involuntary Chapter 11 Petition Date: February 20, 2011

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

Petitioners' Counsel: Stuart M. Brown, Esq.
                      EDWARDS ANGELL PALMER & DODGE LLP
                      919 N. Market Street, 15th Floor
                      Wilmington, DE 19801
                      Tel: (302) 777-7770

                      Randall L. Klein, Esq.
                      GOLDBERG KOHN LTD
                      55 E. Monroe Street, Suite 3300
                      Chicago, IL 60603
                      Tel: (312) 201-4000

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Wells Fargo Bank, N.A., for        Credit Agreement  not less than
itself and as Agent                Default             $25,666,667
90 S. 17th Street, 19th Floor
Minneapolis, MN 55479

Bank of Montreal, for itself and   Credit Agreement  not less than
as subagent of Agent               Default             $17,666,667
115 S. LaSalle Street
Chicago, IL 60603

The Prudential Insurance Company   Credit Agreement  not less than
of America, for itself and as      Default             $10,595,733
subagent of Agent
18th Floor, Gateway Center Three
100 Mulberry Street
Newark, NJ 07102


AGD, L.P.: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AGD, L.P.
        345 S. Texas Boulevard
        Weslaco, TX 78596

Bankruptcy Case No.: 11-70101

Chapter 11 Petition Date: February 21, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  THE STONE LAW FIRM PC
                  4900 N. 10th Street, Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  E-mail: ignmca@ellenstonelaw.com

Scheduled Assets: $3,356,219

Scheduled Debts: $3,538,273

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-70101.pdf

The petition was signed by Anabell Cardona, partner.


AMERICAN APPAREL: Lion Waives January EBITDA Requirement
--------------------------------------------------------
On Jan. 31, 2011, American Apparel, Inc. entered into a waiver to
its Credit Agreement, dated as of March 13, 2009, among the
Company, in its capacity as borrower, certain subsidiaries of the
Company, in their capacity as facility guarantors, Wilmington
Trust FSB, in its capacity as administrative agent and collateral
agent, Lion Capital (Americas) Inc., as a lender, Lion/Hollywood
L.L.C., as a lender, and other lenders from time to time party
thereto.

The Credit Agreement Waiver waived, for the period from Jan. 31,
2011 to but excluding Feb. 11, 2011, the Company's obligation to
maintain a minimum Consolidated EBITDA for the twelve consecutive
fiscal month period ending Jan. 31, 2011.

Pursuant to Section II of the Credit Agreement Waiver, on Feb. 10,
2011, the Required Lenders provided written notice of extension of
the Credit Agreement Waiver to the Company.  The First Extension
Notice provided that the Company's obligation to maintain
compliance with the Specified Covenant was extended to and
including Feb. 14, 2011.  On Feb. 14, 2011, the Required Lenders
provided written notice of extension of the Credit Agreement
Waiver to the Company.  The Second Extension Notice provides that
the Company's obligation to maintain compliance with the Specified
Covenant will be extended to and including Feb. 17, 2011.

The Company is discussing possible amendments to the Lion Credit
Agreement to address its compliance with the Specified Covenant
for future trailing twelve-month periods.  However, the Company
can provide no assurance that it will be able to secure such
amendments nor, if secured, the terms thereof.

Under the terms of its revolving credit agreement with other
lenders and Bank of America, N.A., as administrative agent,
noncompliance with financial covenants under the Lion Credit
Agreement constitutes an event of default under the BofA Credit
Agreement.  An event of default under the BofA Credit Agreement
which is not waived would block the Company from making borrowings
under its revolving credit facility, in which case the Company
would have to obtain additional liquidity.  An event of default
under the Lion Credit Agreement or the BofA Credit Agreement could
result in all indebtedness thereunder being declared immediately
due and payable, in which case the Company would have to obtain
additional sources of liquidity.  There can be no assurance that
the Company would be able to obtain additional sources of
liquidity on terms acceptable to the Company, or at all, or that
our assets would be sufficient to repay in full our obligations
under our debt instruments.  The acceleration of any or all
amounts due under the Lion Credit Agreement or the BofA Credit
Agreement or the loss of the ability to borrow under the BofA
Credit Agreement would have a material adverse impact on the
Company's operations which would result in the need for the
Company to modify its current business plan or curtail its
operations and could affect the Company's ability to continue
operations as a going concern.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN HOME MORTGAGE: 3rd Cir. Upholds Repo Claims Ruling
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal appeals
court in Philadelphia upheld a bankruptcy court decision wiping
out a $478 million damages claim filed by investors that purchased
$1.2 billion worth of high-risk home loans from American Home
Mortgage Holdings, Inc.

"If we can avoid preoccupation with the dazzling number of
monetary digits involved in this case (the contractual repo price
of almost $1.2 billion, the Purchaser's claim totaling in excess
of $478 million, and the parties' damages calculations that are
nearly $500 million apart), the issue before us is limited to a
determination of the meaning of the statutory phrase requiring
damages to be measured based on a 'commercially reasonable
determinant[ ] of value.'  It is an issue of statutory
construction such as those routinely faced by federal courts,
although it appears to be an issue of first impression," Judge
Dolores Sloviter, who wrote the opinion, said.

The case is Credit Agricole Corporate And Investment Bank New York
Branch, f/k/a Calyon New York Branch, v. American Home Mortgage
Holdings, Inc., et al. Case No. 09-4295 (3rd Cir.).  A copy of the
Third Circuit's Feb. 16, 2011 opinion is available at
http://is.gd/Z6sfnEfrom Leagle.com.  The panel consists of Chief
Judge Theodore Alexander McKee and Circuit Judges Sloviter and
Marjorie Rendell.  Judge Rendell concurred.

          Benjamin Ackerly, Esq.
          Jason W. Harbour, Esq.
          HUNTON & WILLIAMS LLP
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, VA 23219
          Telephone: (804) 788-8479
          Facsimile: (804) 788-8218
          E-mail: backerly@hunton.com
                  jharbour@hunton.com

               - and -

          Michael Busenkell, Esq.
          WOMBLE, CARLYLE, SANDRIDGE & RICE
          222 Delaware Avenue, Suite 1501
          Wilmington, DE 19801
          Telephone: (302) 252-4324
          Facsimile: (302) 661-7724
          E-mail: mbusenkell@wcsr.com

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.  The plan was
implemented in November 2010.


ANGIOTECH PHARMACEUTICALS: NIH Objects to Chapter 15 Filing
-----------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that the National Institutes of Health and the Department
of Health and Human Services objected last week to Angiotech
Pharmaceuticals Inc.'s request to gain U.S. courts' recognition
under Chapter 15 of the Bankruptcy Code of its case in Canada.

DBR notes Angiotech holds a license from NIH to develop and
distribute a drug designed to coat coronary artery stents.
Angiotech received the license under a program designed to allow
private companies to quickly bring to market medical innovations
discovered through government-funded research.  As part of its
licensing deal, Angiotech is supposed to pay royalty fees to the
U.S. government through at least 2015.

DBR relates Angiotech already owes the U.S. government $45,000 in
missed payments related to that permit.  According to DBR, the
agencies said recognition of the Canadian case would result in the
administration of the license under "foreign law."

"The license is part of the federal government's effort to protect
public safety and health and it should continue to be governed by
the federal laws and regulations of the United States," the
agencies said, according to DBR.

DBR relates Angiotech did not respond to a request for comment
Friday.

                 About Angiotech Pharmaceuticals

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

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

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

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

As reported by the Troubled Company Reporter on Feb. 21, 2011, the
Supreme Court of British Columbia has accepted for filing a plan
of compromise or arrangement, with terms and conditions materially
consistent with Angiotech's recapitalization transaction.  The
Canadian Court granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4.  The purpose of the meeting is for the Affected
Creditors to consider and vote on the Plan.  If the Plan is
approved by the required majority of Affected Creditors, the
Angiotech Entities intend to bring a further motion on or about
April 6 seeking a sanctioning of the Plan by the Court.  The
Canadian Court also granted an order establishing a procedure for
the adjudication, resolution and determination of claims of
Affected Creditors for voting and distribution purposes under the
Plan and fixing a claims bar date of March 17, 2011.


APPLESEED'S INTERMEDIATE: Units Settle with Donnelley, Gould
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of retailer Orchard Brands Corp. made
settlements with two of six members of the official creditor's
committee.  The settlement with suppliers R.R. Donnelley & Sons
Co. and Gould Paper Corp. will result in the waiver of about
$15 million in unsecured claims.  The settlements are scheduled
for approval in bankruptcy court on March 1.

Donnelley prints all of Orchard's catalogs and half of direct-
mailing materials.  It was owed $13.6 million on the outset of
bankruptcy.  Paper supplier Gould was owed $9.8 million, including
$3.2 million that was shipped shortly before bankruptcy and is
entitled to payment in full.

Mr. Rochelle relates that in return for a revised agreement
continuing through the end of 2016, Donnelley will waive the
unsecured claim when the plan is implemented or the assets are
sold.  Donnelley also agrees to provide 30 days' credit for the
duration of the Chapter 11 case.  Gould will receive $2.5 million
cash when the settlement is approved plus another $3 million when
the plan is implemented or the assets are sold.  Gould will have
another supply agreement through the end of 2014.  Gould will
waive other claims.

Mr. Rochelle notes that the proposed Chapter 11 plan currently
provides that unsecured creditors won't receive anything unless
they fall within the category of selected trade suppliers.

                  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 (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  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.


AURASOUND INC: Notifies Late Filing of Dec. 31 Form 10-Q
--------------------------------------------------------
AuraSound, Inc., notified the U.S. Securities and Exchange
Commission regarding the late filing of its quarterly report on
Form 10-Q for the second quarter ended Dec. 31, 2010.  The Company
said its Form 10-Q for the quarterly period ended Dec. 31, 2010
could not be filed within the prescribed time period because
certain information and data relating to and necessary for the
completion of its financial statements and management's discussion
and analysis or plan of operation could not be obtained by the
Company within that time period without unreasonable effort or
expense.

                       About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc. ("AuraSound"), a California
corporation, develops, manufactures and markets premium audio
products.  Specifically, AuraSound has developed and is currently
marketing undersized speakers that will deliver sound quality to
devices such as laptops, flat-panel televisions and displays that
the Company believes to be superior to the sound quality currently
found in these devices.  During the year ended June 30, 2010, the
Company's operations in China were conducted through Well-Tech
International Co., a Hong Kong company owned by Susanne Lee who is
the Company's office administrator in Hong Kong.  The Company's
operations in Taiwan are conducted by AuraSound as a foreign
corporation doing business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.

The Company's balance sheet at Sept. 30, 2010, showed
$32.91 million in total assets, $32.59 million in liabilities, all
current, and $326,294 stockholders' equity.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred net
losses of $2.2 million, and had negative cash flow from operating
activities of $202,383.


BALL FOUR: Plan Outline Hearing Reset to May 13
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado rescheduled
May 13, 2011, at 1:30 p.m., the hearing to consider adequacy of
the Disclosure Statement explaining Ball Four, Inc.'s Plan of
Reorganization.  The hearing was originally scheduled for
April 18.

As reported in the Troubled Company Reporter on Jan. 24, 2011, the
Plan contemplates that the Debtor will remain in possession and
will utilize its cash to pay allowed creditor claims and allowed
Chapter 11 administrative claims.  Holders of secured tax claims
will be repaid in monthly payments of principal and interest at
the rate of 12% per annum amortized over 60 months.  Holders of
unsecured claims will be paid in full with interest at the Federal
Judgment Interest Rate.

The Plan provides that Larry R. Gentry will retain his shareholder
interest in the Reorganized Debtor and will remain as president of
the Debtor.  Susan Gentry will retain her shareholder interest in
the Reorganized Debtor and will remain as Secretary of the Debtor.
The Debtor estimates that the effective date of its Plan would be
on or before July 1, 2011.

Copies of the Plan and the Disclosure Statement are available for
free at:

            http://bankrupt.com/misc/BALL_FOUR_plan.pdf
            http://bankrupt.com/misc/BallFour_DS.pdf

                         About Ball Four

Ball Four, Inc., has a 16.93-acre property located at 2101 W. 64th
Ave. in Adams County, Arvada, Colorado.  The site has a slow pitch
softball facility and an indoor-soccer facility.  Simulcast
wagering on dog and horse racing from tracks in the United States
is also operated at the site pursuant to a license obtained from
Mile High Racing in Commerce City.

Ball Four first sought Chapter 11 protection after it was
discovered in 1989 that a small portion of Ball Four's property
was contaminated.  Ball Four later sought confirmation of a
Chapter 11 plan, and an investigation found Ball Four's property
to be free of contaminants.

Ball Four completed its indoor soccer facility and another
building at its property in 2007 following a $1.9 million loan
from FirsTier Bank.  In November 2009, Ball Four was unable to
make the interest payment due on the note to FirsTier.  FirsTier
commenced a foreclosure proceeding which led to the Debtor filing
for Chapter 11 protection in 2010.

Ball Four, Inc., filed a Chapter 11 petition on Sept. 21, 2010
(Bankr. D. Colo. Case No. 10-33952).  William A. Richey, Esq., at
Weinman & Associates, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $16,220,990 in assets and
$3,483,420 in liabilities as of the Chapter 11 filing.


BALL FOUR: Taps Trout Raley for Colorado Water Augmentation Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Ball Four Inc. to employ Trout, Raley, Montano, Witwer &
Freeman, P.C., as its special counsel.

The firm agrees to represent the Debtor in connection with a water
augmentation plan before the Weld County, Colorado Water Court.

The firm was owed approximately $1,014 in unpaid attorneys' fees
for worked performed prepetition.  The firm has agreed to waive
its pre-petition claim in connection with its representation of
the Debtor with respect to this matter.

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

                         About Ball Four

Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11
bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case
No. 10-33952).  William A. Richey, Esq., at Weinman & Associates,
P.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.


BANKATLANTIC BANCORP: Incurs $145.51 Million Net Loss in 2010
-------------------------------------------------------------
BankAtlantic Bancorp announced a net loss of $48.56 million on
$40.76 million of total interest income for the three months ended
Dec. 31, 2010, compared with a net loss of $25.18 million on
$44.41 million of total interest income for the three months ended
Sept. 30, 2010.

The Company also reported a net loss of $145.51 million on $176.31
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $185.82 million on $223.59 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.51 billion
in total assets, $4.49 billion in total liabilities and
$14.74 million in total equity.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "As the effects of the recession wind down, I
want to take the opportunity to reflect on the strategies we
articulated in the latter half of 2007 and our positioning over
the last three and a half years.  Let me make it clear - we do not
believe we are out of the woods yet; however, we are optimistic
that 2011 will be a building year and that in 2012, we will enjoy
the benefits of a rebounding economy and an infrastructure
prepared to take advantage of a return to normalcy."

"In 2007, BankAtlantic was among the first in the country to
recognize cracks in the real estate economy and the potential
havoc it could create.  At that time, we disclosed both internally
and externally that our focus would be on Capital, Credit and Core
Earnings. We never imagined just how challenging and difficult the
last three and a half years would be.  Obviously, the most
important thing about a recession is to survive it in order to
benefit from the recovery," Mr. Levan said.

He added, "While the period from the third quarter 2007 through
year-end 2010 has been extremely difficult, BankAtlantic's
accomplishments should not be overlooked when comparing year end
2007 to year end 2010:

   * Tier 1/Core Capital ratios remained stable from 6.94% at
     December 31, 2007 to 6.22% at December 31, 2010. m At no time
     did our capital ratios fall below defined regulatory "well
     capitalized" levels.  The previously announced Tampa branch
     sale (anticipated to close in June 2011, subject to
     regulatory approvals and customary conditions), is estimated
     to add over 130 basis points to our regulatory capital
     ratios.

   * Core earnings ( 1) held firm from $51 million for the full
     year 2007 to $47 million for the full year 2010. We expect
     that significant efficiencies will be kicking in during 2011.

   * Core deposits ( 2) increased from $2.3 billion at December
     31, 2007 to $2.8 billion at December 31, 2010.

   * Total cost of deposits decreased from 2.15% in the fourth
     quarter of 2007 to 0.47% in the fourth quarter of 2010.

   * Brokered deposits have never been a core funding source,
     totaling $14.7 million or 0.2% of total assets at Dec. 31,
     2007 and $14.1 million or 0.3% of total assets at Dec. 31,
     2010.

   * Net interest margin was 3.62% for the year ended December 31,
     2007 and 3.55% for the year ended December 31, 2010.

   * Available liquidity, which includes cash, free securities and
     unused Federal Funds and/or FHLB borrowing capacity,
     increased from 35.9% of deposits at December 31, 2007 to
     37.7% at December 31, 2010. Cash and free securities balances
     increased from 12.7% of deposits at December 31, 2007 to
     22.0% of deposits at December 31, 2010."

A full-text copy of the press release announcing the financial
results is available for free at:

               http://ResearchArchives.com/t/s?73ac

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.


BERNARD L MADOFF: Picard Suit vs. Citi Unsealed
-----------------------------------------------
The lawsuit filed by Irving H. Picard, the trustee for the
Substantively Consolidated SIPA Liquidation of Bernard L. Madoff
Investment Securities LLC and Bernard L. Madoff, against Citibank,
N.A., Citibank North America, Inc., and Citigroup Global Markets
Limited was unsealed this week.  Mr. Picard is seeking to recover:

     (A) more than $425 million from Citi for Mr. Madoff's
         victims

According to the lawsuit, the funds used to make the transfers to
Citi originated from BLMIS.  Citi received the transfers in
connection with a loan made to a large fund holding a BLMIS
account, and in connection with a swap transaction between a Citi
entity and a Swiss hedge fund linked to the performance of another
large Madoff Feeder Fund.  Armed with public and considerable non-
public information about Mr. Madoff, Citi knew or should have
known of possible fraud at Mr. Madoff's investment advisory
business.

According to the lawsuit, in 2005, a Citi entity made a loan of
$300 million to a Madoff Feeder Fund called Rye Select Broad
Market Prime Fund, L.P. Virtually all of Prime Fund's assets were
invested through BLMIS.  In connection with the Prime Fund
transaction, Citibank lent $300 million to Prime Fund to invest
directly into BLMIS.  Later, as Citi became more suspect of Mr.
Madoff's legitimacy, Citi backed out of a proposal to provide
leverage to a newly created fund sponsored by Tremont Partners,
Inc.  Shortly thereafter, Citibank also refused to increase the
amount of the existing Prime Fund loan, and ultimately cancelled
the Citibank-Prime Fund lending relationship, demanding full
repayment of the $300 million loan.  To repay the loan to
Citibank, Prime Fund withdrew or utilized more than $300 million
from its BLMIS account and then subsequently transferred those
funds to Citibank.  That money is Customer Property and should be
returned to the BLMIS estate.

The Trustee has filed suit against Prime Fund, and other Tremont-
related defendants to avoid initial and recover certain subsequent
transfers of Customer Property.  The case is Picard v. Tremont
Group Holdings, Inc., et al. (In re Bernard L. Madoff Inv. Sec.
LLC), No. 10-5310 (Bankr. S.D.N.Y filed Dec. 7, 2010).

     (B) $130 million paid to Citigroup Global Markets in
         connection with a swap linked to the performance of
         Fairfield Sentry Limited, one of the largest Madoff
         Feeder Funds.

In 2005, CGML entered into a swap transaction for $280 million
with a Swiss-based hedge fund known as Auriga International
Limited.  The underlying asset for this swap was Sentry.  As part
of this swap transaction, CGML purchased $140 million of Sentry
shares, and held $280 million of Sentry shares at various points
in time between 2005 and 2008.  In the months prior to Mr.
Madoff's arrest in 2008, CGML redeemed $130 million of its Sentry
shares on notice of red flags concerning Mr. Madoff's very
legitimacy.

CGML submitted its Sentry redemptions and received multi-million
dollar transfers of money from Sentry at times when Citi not only
knew or should have known about major red flags of possible
fraudulent activity by Mr. Madoff, but in fact had been advised
specifically that Mr. Madoff was likely running a massive Ponzi
scheme.  Prior to submitting the redemptions, CGML had also earned
many hundreds of thousands, if not millions, of dollars in
fees and charges from the Auriga swap.

To pay for the CGML redemptions, Sentry withdrew or utilized funds
from its BLMIS accounts and transferred those funds to CGML.  Mr.
Picard has filed suit against Sentry, and other Fairfield-related
defendants to avoid initial and certain subsequent transfers of
Customer Property.  The case is Picard v. Fairfield Sentry Ltd.,
et al. (In re Bernard L. Madoff Inv. Sec. LLC), No. 09-1239
(Bankr. S.D.N.Y filed May 18, 2009), as amended on July 20, 2010.

                      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 Feb. 18, 2011, a total of US$6.85 billion in claims by
investors has been allowed, with US$791.1 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: Customer Wants Settlement With Levy Set Aside
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lawyer Helen Davis Chaitman, saying she is acting on
behalf of dozens of customers who lost their life savings with
Bernard L. Madoff Investment Securities Inc., filed a motion on
Feb. 18 asking the bankruptcy judge to set aside a settlement
approved a year ago with the estate of deceased New York real
estate investor Norman F. Levy.

Mr. Rochelle relates that in her motion, scheduled for hearing on
March 11, Ms. Chaitman alleges that "stunning" facts just came to
light this month indicating Madoff trustee Irving H. Picard
shouldn't have settled with Mr. Levy.  She alleges that Mr. Levy
"financed the Madoff scheme to the tune over $100 billion" through
hundreds of transfers into and out of the Madoff firm.

According to Mr. Rochelle, the facts relied upon by Ms. Chaitman
came to light when the trustee's $6.4 billion complaint against
JPMorgan was unsealed.  The complaint indicates that Mr. Levy was
the unidentified "Customer 1" who transferred $83 billion into and
out of his Madoff account from 1998 to 2001.

Mr. Levy's estate and family paid the Madoff trustee $220 million
in early 2010 in return for dropping claims.

Mr. Rochelle also relates that Milan-based UniCredit SpA borrowed
a page from the playbook written by JPMorgan Chase & Co. and filed
a motion on Feb. 17 seeking to transfer to federal district court
the lawsuit filed by the Madoff trustee in early December in
bankruptcy court.

Mr. Rochelle relates that UniCredit accused the Madoff trustee of
"acting far beyond the authority bestowed on him by Congress."
The bank describes the suit as seeking $59 billion from mostly
foreign defendants, including the largest regulated banks in
Austria and Italy.  Like JPMorgan in a withdrawal-of-the-reference
motion filed early this month, UniCredit contends that the suit
can only proceed in federal district court because it requires
rulings on major issues of non-bankruptcy law.

Mr. Rochelle relates that UniCredit argues the trustee is
improperly basing the suit on the Racketeer Influenced & Corrupt
Organizations Act.  The bank believes RICO can't be applied to
foreign organizations.  In addition, UniCredit calls the suit a
disguised securities class action that Congress banned.  In the
future, UniCredit signals it will contend that it can't be sued in
the U.S. on claims related to Madoff.

Other defendants in the suit include UniCredit subsidiary Bank
Austria, Bank Medici AG and Sonja Kohn, its founder.  The trustee
seeks damages of $19.6 billion, which theoretically could be
trebled to $58.8 billion if the trustee were to prove that the
actions qualify as a criminal enterprise under RICO.

                      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 Feb. 18, 2011, a total of US$6.85 billion in claims by
investors has been allowed, with US$791.1 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.


BERRY PLASTICS: Incurs $69 Million Net Loss in Jan. 1 Qtr.
----------------------------------------------------------
Berry Plastics reported a net loss of $69 million on $1.04 billion
of net sales for the quarter ended Jan. 1, 2011, compared with a
net loss of $29 million on $880 million of net sales for the
period ended Jan. 2, 2010.

The Company's balance sheet at Jan. 1, 2011 showed $5.47 billion
in total assets, $5.27 billion in total liabilities and $197
million in total stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?73a3

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.


                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BORDERS GROUP: Wins Interim OK for Intercompany Transactions
------------------------------------------------------------
Borders Group Inc. and its units sought and obtained the
Bankruptcy Court's authority, on an interim basis, to continue to
honor and make payments with respect to intercompany transactions
in their existing cash management system.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, told the Court that the Cash Management System
allows the Debtors and its non-Debtor affiliates to function as a
unified enterprise, and to achieve value through consolidating
various brands.  Without the continued interrelationship among
BGI and its affiliates, including the JGE Joint Venture LLC, this
value will be diminished to the detriment of all parties-in-
interest, he asserted.

The Court will consider final approval of the Debtors' request on
March 15, 2011.

                       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.

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

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

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

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

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

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: Wins Interim OK to Pay Employee Obligations
----------------------------------------------------------
Borders Group Inc. and its units employ about 18,100 employees, of
whom 6,100 are full-time employees, 11,400 are part-time
employees, and 600 are contingent employees who are required to
work one shift per month and usually do so at special events.
About 16,340 employees are paid on an hourly basis and 1,760
employees are paid a fixed salary.

In the ordinary course of business, the Debtors incur payroll and
various other obligations for their Employees and provide other
benefits to their Employees for the performance of services,
namely:

  (A) Compensation Obligations.  The Debtors' average monthly
      gross payroll based on the last 12 months is $26 million
      per month.  As of the Petition Date, the accrued and
      unpaid prepetition salaries and wages total about
      $9 million and that about $50,000 in payroll checks from
      previous pay periods are outstanding and have not been
      cashed by Employees and former Employees.

  (B) Payroll Tax Obligations.  In connection with the salaries
      and wages paid to Employees, the Debtors are required by
      law to withhold from their Employees' wages amounts
      related to federal, state, and local income taxes, as well
      as social security and Medicare taxes and to remit the
      same to the applicable taxing authorities.

  (C) Garnishment Obligations.  In the ordinary course of
      processing the Employees' payroll, the Debtors may be
      required by law, in certain circumstances, to withhold
      certain amounts for garnishments such as tax levies, child
      support, and other court-ordered garnishments.

  (D) Supplemental Workforce Obligations.  In the ordinary
      course of business, the Debtors utilize the services of
      certain employment agencies to engage a supplemental
      workforce to work for the Debtors, primarily in their
      distribution centers and in various information technology
      and administrative support functions.

  (E) Independent Contractors Obligations.  Like the
      Supplemental Workforce, the number of Independent
      Contractors is in constant flux to meet the Debtors'
      business needs.

  (F) Business Expenses.  The Debtors customarily pay for a
      variety of their Employees' business-related expenses
      incurred in performing their employment obligations.

  (G) Incentive Obligations.  The Debtors have customarily
      maintained discretionary bonus and incentive programs for
      their Employees designed to encourage exceptional Employee
      performance for the benefit of the Debtors' business.
      Under the Debtors' incentive program for retail store
      management whereby eligible employees may receive up to
      $25,000 per quarter, the Debtors pay bonuses under the
      Field Bonus Plan for 30 to 40 Employees for the fourth
      quarter of 2010 during the interim period.  The Debtors
      also estimate that they will pay bonuses under a Shrink
      Bonus Plan to 890 employees for the fiscal year ended
      Jan. 29, 2011, totaling $2.5 million, during the interim
      period.  The Debtors further estimate paying about $6,000
      to 41 distribution center managers that are eligible for a
      monthly bonus under a Distribution Center Management Bonus.
      In addition, about 840 Employees are eligible for weekly
      incentives and payout of those bonuses is about $55,000 per
      pay period.

  (H) Severance Payments.  The Debtors maintain a discretionary
      pay plan for all Employees who are not party to a separate
      severance agreement with them, or an individual employment
      agreement with them that provides for severance benefits.
      As of the Petition Date, about 529 Employees who held
      titles junior to Vice President were receiving Severance
      Payments.

  (I) Employee Benefit Plans.  In the ordinary course of
      business, the Debtors have established various benefit
      plans and policies for their Employees that can be divided
      into health plans, welfare plans, vacation time, employee
      savings and retirement plans and other benefit plans.

The Debtors relate that they incurred these accrued and unpaid
amounts under the Employee Obligations as of the Petition Date:

      Obligations                         Unpaid Amount
      -----------                         -------------
      Incentive Obligations                 $2,561,000
      Severance Payments                     1,200,000
      Payroll Obligations                    1,100,000
      Business Expenses                        375,000
      Supplemental Workforce Obligations       361,324
      Garnishment obligations                   57,000
      Compensation Obligations                  11,725
      Employee Benefit Plans                   777,775

The Business Expenses is composed of (i) $365,000 for total
unpaid prepetition Business Expenses owed to Employees or Bank of
America, N.A., for the Employees' purchase cards, and (ii) $10,000
of Employees' own funds subject to reimbursement.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that the Debtors' retail store
employees are the public "face" of their business -- those
employees are responsible for ensuring that customers receive the
product and service they have come to expect from the Borders
brand.  The Debtors' business also crucially depends on their
Employees who assist with information technology, product
distribution to their stores and online customers, development
and maintenance of their website and digital delivery services,
and corporate management of their operations, he adds.

Accordingly, the Debtors sought and obtained an interim order
from the Court allowing them to:

  (i) pay or otherwise honor all Employee Obligations, and all
      costs and expenses incident to those obligations and all
      programs related that come due prior to the final hearing,
      including those Employee Obligations that (i) were or are
      due and payable and relate to the period prior to the
      Petition Date, and (ii) are or become due and payable or
      relate to the period after the Petition Date, except that
      the Debtors will not pay any Director Obligations prior to
      the final hearing on the Employee Obligations Motion; and

(ii) maintain and continue to honor their practices, programs,
      and policies for their Employees with respect to the
      Employee Obligations as they were in effect as of the
      Petition Date, provided that no Employee will be paid an
      amount exceeding $11,725 in accrued and unpaid prepetition
      wages or salaries.

The Debtors are authorized to pay, in their sole discretion,
compensation owed to the Supplemental Workforce through the
Agencies.  The Debtors are also authorized to pay, in their sole
discretion, compensation owed to Independent Contractors, up to
the amount of $11,725 per Independent Contractor.  Moreover, the
Debtors are permitted to replace any prepetition checks or
electronic transfers relating to the Employee Obligations that
may be dishonored or rejected.

The Court also permits applicable banks and financial
institutions at which the Debtors maintain other accounts, at the
Debtors' instruction, to receive, honor, process, and pay, to the
extent of funds on deposit, any and all checks or electronic
funds transfers to the extent that those checks or transfers
relate to any of the Employee Obligations.

The Debtors are authorized to pay any and all costs and other
obligations in connection with maintaining or paying third
parties to maintain, administer, and provide record-keeping
relating to the Employee Obligations that they may have
outstanding as of the Petition Date, and to continue so paying,
in the ordinary course of business.

The Debtors' requests to pay severance to former employees, pay
certain incentive bonuses, and satisfy the $365,000 to Bank of
America are adjourned until the final hearing on the Employee
Obligations Motion.

The Court will convene a hearing to consider final approval on
the Employee Obligations Motion on March 15, 2011.  Objections
are due no later than March 8, 2011.

                       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.

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

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

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

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

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

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)


BRUGNARA PROPERTIES: Plan Outline Hearing Scheduled for March 2
---------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on March 2,
2011, at 9:30 a.m., to consider adequacy of the Disclosure
Statement explaining Brugnara Properties VI's Chapter 11 Plan,
amended as of January 18. Objections, if any, are due seven days
prior to the hearing.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.  The secured creditors and unsecured creditors are
impaired, and thus, are entitled to vote on the Plan.

Funding of the payments for Wachovia's secured claim will come
from funds the Debtor will receive from its principal.  Jorei
Enterprises, LLC's secured claim will be due in four years and
will be paid via a refinance or sale of the real property securing
the claim, pursuant to a settlement.  Unsecured creditors will be
receive a pro rata share of $1,000 to be distributed three months
from the Effective Date, with the distributions to be funded from
an infusion of capital from Debtor's principal.  Holders of
interests in the Debtor will not receive any distributions
although their interests won't be cancelled and thus are
unimpaired under the Plan.

Wachovia will has two options.  Under Option A, its secured claim
will be deemed a $5,000,000 claim as of the confirmation of the
Plan.  The claim will accrue interest at 4% per annum.  Payments
will be interest only and the debt will be due in full 10 years
from the Confirmation.  Under Option B, the claim will be allowed
in its full amount owed, $6,140,000, and will accrue interest at
3% interest only, due in 10 years.  Under Options A and B, the
loan will be deemed reinstated upon Confirmation.

A full-text copy of the Plan, as amended, is available for free at
http://bankrupt.com/misc/BRUGNARAPROPERTIES_AmendedDS.pdf

The Debtor's counsel can be reached at:

     Joel K. Belway, Esq.
     THE LAW OFFICE OF JOEL K. BELWAY
     Professional Corporation
     235 Montgomery St., Suite 668
     San Francisco, CA 94104
     Tel: (415) 788-1702
     Fax: (415) 788-1517

                   About Brugnara Properties VI

San Francisco, California-based Brugnara Properties VI owns a real
property located at 224 Sea Cliff Avenue, San Francisco,
California.  The Company filed for Chapter 11 protection on
Sept. 17, 2010 (Bankr. N.D. Calif. Case No. 10-33637).  The
Company disclosed $17,800,000 in assets and $11,667,750 in
liabilities as of the Chapter 11 filing.


BRYAN/MOORE DEVELOPMENT: Sells to MDC for $14.6MM; BofA to be Paid
------------------------------------------------------------------

Bryan/Moore Development, LLC, sought and obtained authorization
from the Hon. Redfield T. Baum, Sr., to sell the real property
located at 2824 - 2910 N. Power Road, Mesa, Arizona 85215, and
personal property for $14.60 million to MDC Realty Advisors USA,
Inc., free and clear of liens, with liens of Bank of America, N.A.

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

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

Under the terms of the Agreement, within five business days
following the execution of the Agreement, MDC is required to
deposit $100,000 in escrow and an additional $400,000 in escrow
within three business days of the expiration of an investigation
period.  The balance of the purchase price is due at closing.

MDC will assign its interest to MDC Ridgeview Plaza Associates,
LP, a Delaware limited partnership.

The Court approved the payment at closing of all closing costs
including a real estate commission to Cassidy Turley BRE
Commercial, in the amount of $219,000.

                    Proceeds to be Paid to BofA

The Real Property is encumbered by a Deed of Trust Assignment of
Rents, Security Agreement and Fixture Filing effective as of
May 9, 2003, executed by Debtor, as trustor, in favor of Lawyers
Title of Arizona, Inc., as trustee, for the benefit of Archon
Financial, L.P., Bank of America N.A.'s predecessor in interest,
which was recorded in the Official Records of Maricopa County,
Arizona on May 9, 2003, as Instrument No. 20030589855.

Bank of America asserts that as of Dec. 2, 2010, it is owed the
sum of $13,529,622, for principal, interest (at the non-default
contract rate), and attorney's fees and costs.  BofA asserts that
additional amounts are owed for accrued default interest, late
charges and work-out fees in the amount of $1,113,184, with
additional default interest accruing at the rate of $1,813 per
day.  The Debtor believes that the sale proceeds, after costs of
sale will be sufficient to pay BofA all amounts owed.

According to the Court's order, provided that Closing will have
occurred within 30 days from the date hereof, or at a later date
as may be agreed to in writing by BA in its sole and absolute
discretion, payment will be directed at Closing to BofA in the
amount of $13,876,772, plus accrued but unpaid post-petition
interest at the non-default contractual rate, and accrued expenses
of up to $2,849 which amount will be in satisfaction of any and
all claims held by BofA against the debtor, the estate, and Louise
Moore.  The payment will also constitute an unconditional waiver
and full release of any and all claims, if any, held by the
Debtor, the estate, Louise Moore, and any of their respective
representatives, affiliates, attorneys and agents, against BofA,
any servicer or special servicer on the loan, and their respective
representatives, affiliates, attorneys, and agents in connection
with or arising out of the subject loan.

After the payment, Louise Moore and BofA will stipulate to dismiss
the action pending in Maricopa County Superior Court on Louise
Moore's guaranty of the loan, with both parties to bear their own
costs and fees.  If the foregoing payment is not made to BA by the
Discount Closing Deadline, the sales proceeds will be held subject
to BA's liens pending further order of the Court.

Upon closing, the receiver, Hannay Investment Properties, Inc.,
will be immediately relieved of its duties and the receivership
ordered by the Maricopa County Superior Court in Case No. CV 2010-
00639 will be terminated.  Hannay will immediately transfer any
and all sums then held by Hannay in connection with the Real
Property (less any sums to be transferred to MDC under the
Agreement and other amounts necessary to cover receivership
expenses) to the debtor in possession account.

                   About Bryan/Moore Development

Mesa, Arizona-based Bryan/Moore Development, LLC, filed for
Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D.
Ariz. Case No. 10-09233).  McGuire Gardner P.L.L.C. assists the
Debtor in its restructuring efforts.  The Company scheduled
$15,525,000 in assets and $13,166,621 in liabilities as of the
Chapter 11 filing.


CARTER'S GROVE: Section 341(a) Meeting Scheduled for March 22
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Carter's
Grove, LLC's creditors on March 22, 2011, at 9:00 a.m.  The
meeting will be held at San Francisco U.S. Trustee Off, Office of
the U.S. Trustee, 235 Pine Street, Suite 850, San Francisco, CA
94104.

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.

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


CATHOLIC CHURCH: Milwaukee Has No Equity Holders, Says Marek
------------------------------------------------------------
Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy
Procedure, John J. Marek disclosed that the Archdiocese of
Milwaukee has no equity security holders.

Mr. Marek is the Archdiocese's treasurer and chief financial
officer.

According to Mr. Marek, as a religious organization, the
Archdiocese has no significant, ongoing for-profit business
activities or business income.  Revenue for the Archdiocese
principally comes from a variety of sources, including donations,
parish assessments, some fee-based services, the annual Catholic
Stewardship Appeal, cemetery revenues and grants from charitable
funds and other charities, portions of which are also subject to
donor restrictions.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
Kurtzman Carson Consultants LLC is the Debtor's notice, plan
solicitation, and balloting agent.  The Official Committee of
Unsecured Creditors appointed in the case has tapped Pachulski
Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber,
S.C., as its local counsel.

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

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


CATHOLIC CHURCH: Milwaukee Wins OK for Bear Realty as Broker
------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Wisconsin authorized the Archdiocese of Milwaukee to employ Bear
Realty, Inc., as its real estate broker.

Judge Susan V. Kelley ruled that when the Archdiocese seeks
approval of the sale of the property at 8320 402nd Avenue, Town of
Wheatland, in Kenosha County, Wisconsin, for which Bear Realty is
serving as the real estate broker, included in that request will
be a request for approval of compensation for Bear Realty on the
terms outlined in the application.

Bear Realty will receive a commission of 6% of the purchase price
of the Kenosha Property, which commission percentage will serve as
a fee cap for Bear Realty's engagement in the case, Judge Kelly
said.

Prior to the Petition Date, the Archdiocese employed retained Bear
Realty as its real estate agent for the sale of the property at
8320 402nd Avenue, Town of Wheatland, in Kenosha County,
Wisconsin, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek
S.C., in Milwaukee, Wisconsin, tells Judge Kelley.  He avers that
the uninterrupted service of Bear Realty is vital to maximize the
value of the bankruptcy estate.

Subject to the Court's approval, Bear Realty will continue to
serve as the real estate broker for the Kenosha Property as well
as render these additional services:

  -- marketing the Kenosha Property to obtain the highest and
     best price possible for the Archdiocese; and

  -- providing consultation to the Archdiocese in connection
     with the sale of the Kenosha Property.

Pursuant to Rule 2014 of the Local Rules of the United States
Bankruptcy Court for the Eastern District of Wisconsin, the
Archdiocese seeks permission to pay Bear Realty a commission of 6%
of the purchase price of the Kenosha Property.  The commission
will, in accordance with Local Rule 2014, serve as a fee cap for
Bear Realty's engagement in the reorganization case.

Mr. Diesing says that Bear Realty will seek payment for its
professional services at the time the Kenosha Property is sold.

Justin D. Snyder, a member of Bear Realty, assures Judge Kelley
that his firm does not currently represent any of the
Archdiocese's secured creditor or its 20 largest unsecured
creditors as of Jan. 4, 2011.  He adds that Bear Realty has likely
provided services unrelated to the Archdiocese to companies and
individuals that have conducted business with the Archdiocese, and
who may be creditors of the bankruptcy estate.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
Kurtzman Carson Consultants LLC is the Debtor's notice, plan
solicitation, and balloting agent.  The Official Committee of
Unsecured Creditors appointed in the case has tapped Pachulski
Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber,
S.C., as its local counsel.

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

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


CATHOLIC CHURCH: Wilm. Removal Period Extended Until April 26
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended to
April 26, 2011, the period within which the Catholic Diocese of
Wilmington, Inc., may remove various civil actions pending as of
the Petition Date.

                  About the Diocese of Wilmington

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

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.

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

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


CB HOLDING: Praesidian-Led Auction for 20 Stores on March 31
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 20 remaining Charlie Brown's Steakhouse
restaurants will be sold for $5.2 million to an affiliate of
Praesidian Capital Opportunity Fund III-A LP unless a higher bid
turns up at auction on March 31.  There will be a hearing in
bankruptcy court on March 9 to approve auction and sale
procedures.  If the bankruptcy judge goes along, other bids would
be due March 28.

The buyer has the right to drop as many as three restaurants.  The
purchase price would be adjusted by formula.

According to Mr. Rochelle, Charlie Brown's, the official
creditors' committee and the principal lender have an agreement in
principle giving part of the sale proceeds to unsecured creditors.
Unsecured creditors will receive $125,000 plus 4% of net sale
proceeds after expenses.  From the unsecured creditors' portion,
the first $250,000 won't be shared with secured lenders on account
of their deficiency claims.

                         About CB Holding

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

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 acquire 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 received an order from Bankruptcy Judge Mary Walrath
extending its exclusive periods 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 Aug. 12 to solicit support for the plan.  The order is
without prejudice for a request by the Debtor for another
extension.


CENTAUR LLC: Has Until May 23 to Assume or Reject VVD Lease
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended, at the behest of Centaur, LLC, and its affiliates,
the period within which Centaur PA Land, LP, and Valley View
Downs, LP, may assume or reject a certain unexpired lease of
nonresidential real property for an additional 90 days through
and including May 23, 2011.

Lessor Centaur PA and lessee Valley View Downs entered into an
agreement whereby the Lessor agreed to lease to the Lessee certain
nonresidential real property in Lawrence County, Pennsylvania, to
be used in connection with the Debtors' future anticipated racing
and gaming operations at a development to be called Valley View
Downs.  The VVD Lease commenced on Oct. 30, 2007, and has an
initial term of 29 years and 11 months, during which the Lessor is
obligated to pay the Lessee an annual rent of $2 million.

"Given the nature of the Debtors' businesses and the unique
opportunity that the Debtors hold to sell the right to develop
Valley View Downs, the VVD Lease is important to the Debtors'
efforts to maximize the value of that opportunity.  As such it is
critical to the success of the Debtors' efforts that they obtain
the maximum benefits under the VVD Lease and make prudent business
decisions as to the timing of assumption or rejection," the
Debtors said.

On Feb. 17, 2010, the Valley View Downs Debtors filed a motion
for extension of the time period in which the Valley View Downs
Debtors may assume or reject an unexpired lease of nonresidential
real property.  By court order dated Feb. 23, 2010, the deadline
was extended for 90 days until May 26, 2010.

On May 4, 2010, the Debtors filed a second motion extension of the
time in which the Valley View Downs Debtors may assume or reject
an unexpired lease of nonresidential real property.  By court
order dated May 21, 2010, the deadline was extended for 90 days
until Aug. 24, 2010.

On July 7, 2010, the Debtors filed a third motion for an extension
of the time period in which the Valley View Downs Debtors may
assume or reject an unexpired lease of nonresidential real
property.  By court order dated July 28, 2010, the Court approved
the deadline was extended for 90 days until Nov. 22, 2010.

On Oct. 12, 2010, the Debtors filed a fourth motion for an
extension of the time period in which the Valley View Downs
Debtors may assume or reject an unexpired lease of nonresidential
real property.  By court order dated Nov. 1, 2010, the deadline
was extended for 90 days until Feb. 21, 2011.

                        About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.

A group of affiliates led by Valley View Downs, LP, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.

Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.
AlixPartners, LLP, is the claims and notice agent.  Blackstone
Advisory Partners L.P. and Innovation Capital, LLC, serve as
financial advisors to the Debtors.

Attorneys at Blank Rome LLP represent the Official Committee of
Unsecured Creditors.  Lamonica Herbst & Maniscalco and
Flaster/Greenberg P.C. serve as special counsel to the Committee.
Deloitte Financial Advisory Services LLP is the financial advisor
to the Committee.


CENTRALIA OUTLETS: Has Access to Cash Collateral Until May 15
-------------------------------------------------------------
Centralia Outlets, LLC, obtained final authorization from the Hon.
Brian Lynch of the U.S. Bankruptcy Court for the Western District
of Washington to use cash collateral through and including May 15,
2011.

In February 2007, the Debtor executed a promissory note in favor
of Intervest-Mortgage Investment Company in the amount of
$30,750,000.  In connection with the loan, the Debtor also
executed various other documents, including a construction loan
agreement in February 2007, and a deed of trust, assignment of
rents and security agreement pursuant to which it granted
Intervest a lien against the real property and improvements
comprising the Debtor's Outlet Mall and an assignment of leases
and rents therefrom and an assignment of leases and cash
collateral.  Intervest assigned its interests in the loan
documents to Sterling Savings Bank.  As of Dec. 2, 2010, the
Debtor owed the Bank $24,268,584.  The Bank has asserted that it
holds all rights as lender under the loan documents.

James L. Day, Esq., at Bush Strout & Kornfeld, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the cash collateral
pursuant to a budget, a copy of which is available for free at:

              http://ResearchArchives.com/t/s?73b4

The Bank's security interests and liens in and to post-petition
rents and other income arising from leases entered into prior to
the Petition date, and in those leases themselves, will continue
to the full extent that such security interests and liens were
valid, subsisting and perfected as of the Petition Date.  In
addition, solely to the extent of any diminution in the value of
the interest of the Bank in the Prepetition Collateral, the Bank
is hereby granted security interests and liens in and to (i) all
leases that the Debtor has entered into or may enter into
following the Petition Date, and (ii) all rents and other income
the Debtor receives on account of leases entered into following
the Petition Date.  In addition, the Debtor will continue to pay
the Bank on a monthly basis interest-only payments at the non-
default rate as provided for under the Loan Documents pending
further order of the Court.

                      About Centralia Outlets

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

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

Centralia filed for Chapter 11 protection on Dec. 3, 2010 (Bankr.
W.D. Wash. Case No. 10-24529), after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  Perkins
Coie LLP serves as Debtor's general bankruptcy counsel. The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CINCINNATI BELL: Incurs $18.60MM Net Loss in 4th Quarter
--------------------------------------------------------
Cincinnati Bell announced a net loss of $18.60 million on
$362.80 million of revenue for the three months ended Dec. 31,
2010, compared with net income of $6.80 million on $345.20 million
of revenue for the same period a year ago.

The Company also reported net income of $28.30 million on
$1.38 billion of revenue for the twelve months ended Dec. 31,
2010, compared with net income of $89.60 million on $1.34 billion
of revenue during the prior year.

The Company said "2010 results exceed all financial targets".  The
Company said that for the year, revenue was $1.4 billion, an
increase of 3% from 2009 and a favorable result compared to
guidance of $1.3 billion.  Operating income for 2010 was $299
million, and net income of $28 million resulted in diluted
earnings per share of 9 cents.  Annual Adjusted EBITDA was
$502 million, a 7% increase from 2009 and the first time annual
Adjusted EBITDA has exceeded $500 million since 2003.  Free cash
flow for 2010 of $149 million exceeded guidance of $120 million by
24%.

"We are extremely pleased to report strong 2010 results that
exceeded the financial goals we established for the year," said
Jack Cassidy, president and chief executive officer.  "In addition
to strong financial performance, 2010 marked a pivotal point in
our company history as we embarked on a strategy to become the
preferred data center colocation provider to the Fortune 1000 with
our acquisition of CyrusOne.  We look forward to the growth in
2011 and beyond that this strategy will bring to our
shareholders."

A full-text copy of the press release announcing the financial
results is available for free at:

              http://ResearchArchives.com/t/s?73a4

                       About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

                         *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.  S&P said in November 2010 that the rating reflects the
Company's highly leveraged financial risk profile, with
expectations for limited discretionary cash flow after capital
spending, which is currently elevated to expand its data center
business.

The Company has a 'B' Issuer Default Rating, and Stable outlook,
from Fitch.  Fitch said in November 2010 that 'B' IDR for reflects
expectations for relatively high, albeit stable leverage and its
diversified revenue profile.  In addition, its wireline and
wireless businesses generate strong free cash flows.

In November 2010, Moody's Investors Service affirmed the Company's
B1 Corporate Family Rating and Probability of Default Rating.  The
stable outlook is based on Moody's expectations that CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses through increased efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.


COLLIER LAND: Has Interim OK to Hire Robert O Lampl as Counsel
--------------------------------------------------------------
Collier Land & Coal Development, LP, sought and obtained interim
authorization from the Hon. Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
employ Robert O Lampl Law Office as bankruptcy counsel, nunc pro
tunc to the Chapter 11 filing.

Robert O Lampl will, among other things:

      a. assist the Debtor in, among other things, the
         administration of its estate;

      b. represent the Debtor on matters involving legal issues
         that are present or are likely to arise in the case;

      c. prepare any legal documentation on behalf of the Debtor;
         and

      d. review reports for legal sufficiency.

Robert O Lampl will be paid based on the rates of its
professionals:

         Robert O Lampl                   $400
         John P. Lacher                   $375
         Elsie R. Lampl                   $250
         Paralegal                        $125

To the best of the Debtor's knowledge, Robert O Lampl does not
hold any interest adverse to the Debtor's estate and creditors,
and is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

A nonevidentiary hearing on the Debtor's request to be allowed to
employ Robert O Lampl will be held only if objections are filed on
March 10, 2011 at 9:00 a.m.

                        About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection on
March 25, 2010 (Bankr. W.D. Pa. Case No. 10-22059).  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., serve 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, as of the petition date.


COLLIER LAND: Parkvale Bank Wants Case Converted to Chapter 7
-------------------------------------------------------------
Parkvale Bank asks the Hon. Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
convert Collier Land & Coal Development, LP's Chapter 11 case to
Chapter 7.

Prior to the Petition Date, the Debtor executed and delivered to
the Parkvale three promissory notes in the aggregate amount of
$2,970,000.  The Debtor defaulted under the terms of Notes by
failing to make payments when due.  As of Feb. 1, 2011, the
Indebtedness is $1,758,924 plus professional fees, expenses and
accruing interest.

According to Parkvale, the Debtor's attempt to reorganize under
Chapter 11 of the U.S. Bankruptcy Code has failed.  "The Debtor
operated a coal mining business that could not mine enough coal to
pay its ongoing operating expenses, let alone reorganize.  Since
late September 2010, the Debtor has tried to sell the coal mine.
The Debtor's principals, who have spearheaded this undertaking,
appear to be acting in their own interests in order to recoup
their investments or secure future employment, all to the
detriment of the Debtor's creditors," Parkvale says.

Parkvale says that conversion to Chapter 7 is clearly in the best
interest of the creditors as it will provide for prompt payment of
claims, instead of further delay that only benefits the Debtor's
limited partners fanciful plans to sell this failure of a coal
mine.

Parkvale's motion is scheduled for a nonevidentiary hearing on
March 4, 2011, at 9:15 a.m.

Parkvale is represented by Tucker Aresnberg, P.C.

                        About Collier Land


Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection on
March 25, 2010 (Bankr. W.D. Pa. Case No. 10-22059).  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., serve 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, as of the petition date.


CROWN RANCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Crown Ranch Development, Ltd.
          dba Crown Ranch
        c/o Michael Durrschmidt
        700 Louisiana, Suite 2550
        Houston, TX 77002
        Tel: (713) 220-9165

Bankruptcy Case No.: 11-90052

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Lufkin)

Debtor's Counsel: Michael Durrschmidt, Esq.
                  HIRSCH & WESTHELMER, P.C.
                  25th Floor, Bank of America Center
                  700 Louisiana
                  Houston, TX 77002
                  Tel: (713) 220-9165
                  E-mail: mdurrschmidt@hirschwest.com

Scheduled Assets: $471,610

Scheduled Debts: $21,532,517

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb11-90052.pdf

The petition was signed by Harold L. Estss, president of Eztex,
Inc., general partner of debtor.


CONEX INTERNATIONAL: Hit with Involuntary Ch. 11 Petition
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Conex International LLC and affiliate Advantage
Blasting & Coating Inc. were hit with involuntary Chapter 11
petitions filed on Feb. 20 in Delaware by three lenders owed
$97.3 million.

Beaumont, Texas-based Conex provides plant maintenance and
construction services for the refining and petrochemical
industries.

The lenders who filed the petitions are Wells Fargo Bank NA, Bank
of Montreal, and The Prudential Insurance Co. of America.


CONEX INTERNATIONAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Conex International, LLC
                13879 U.S. Highway 90
                Beaumont, TX 77713

Bankruptcy Case No.: 11-10502

Involuntary Chapter 11 Petition Date: February 20, 2011

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

Petitioners' Counsel: Stuart M. Brown, Esq.
                      EDWARDS ANGELL PALMER & DODGE LLP
                      919 N. Market Street, 15th Floor
                      Wilmington, DE 19801
                      Tel: (302) 777-7770

                      Randall L. Klein, Esq.
                      GOLDBERG KOHN LTD
                      55 E. Monroe Street, Suite 3300
                      Chicago, IL 60603
                      Tel: (312) 201-4000

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Wells Fargo Bank, N.A., for        Credit Agreement  not less than
itself and as Agent                Default             $25,666,667
90 S. 17th Street, 19th Floor
Minneapolis, MN 55479

Bank of Montreal, for itself and   Credit Agreement  not less than
as subagent of Agent               Default             $17,666,667
115 S. LaSalle Street
Chicago, IL 60603

The Prudential Insurance Company   Credit Agreement  not less than
of America, for itself and as      Default             $10,595,733
subagent of Agent
18th Floor, Gateway Center Three
100 Mulberry Street
Newark, NJ 07102


DENNY'S CORPORATION: Reports $2.73 Million Net Income in Q4
-----------------------------------------------------------
Denny's Corporation announced net income of $2.73 million on
$135.88 million of total operating revenue for the quarter ended
Dec. 29, 2010, compared with net income of $17.88 million on
$140.47 million of total operating revenue for the quarter ended
Dec. 30, 2009.

The Company also reported net income of $22.71 million on
$548.47 million of total operating revenue for the year ended
Dec. 29, 2010, compared with net income of $41.55 million on
$608.10 million of total operating revenue for the year ended Dec.
30, 2009.

The Company's balance sheet at Dec. 29, 2010 showed
$311.21 million in total assets, $414.92 million in total
liabilities and a $103.71 million shareholders' deficit.

A full-text copy of the press release announcing the financial
results is available for free at:

                http://ResearchArchives.com/t/s?73a7

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DJSP ENTERPRISES: Subsidiary Reduces Workforce by 90 Employees
--------------------------------------------------------------
On Feb. 15, 2011, DJSP Enterprises, Inc.'s subsidiary, DJS
Processing, LLC, informed affected employees of an immediate
reduction in its total work force by 90 employees.  These further
staff reductions are the result of the continued reduction in
demand for the services of DJS Processing, LLC and its affiliates
announced last year.  The Company estimates that it will record
charges of between approximately $125,000 and $150,000 for
termination-related benefits, all of which will result in cash
expenditures by the Company during the current and subsequent
fiscal quarters.

                       About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


ECHO TRAILER: RDSD Holdings Lawsuit Blamed for Filing
-----------------------------------------------------
Steve Green at the Las Vegas Sun notes that Echo Trailer Park LLC
filed for bankruptcy after it was sued Feb. 1, 2011, in Clark
County District Court by lender RDSD Holdings LLC.  RDSD is owed
$2.6 million.

According to the report, RDSD Holdings alleged contractual
breaches and sought appointment of a receiver, but court records
indicate the bankruptcy was filed before the court acted on the
receivership request.

Echo Trailer Park LLC owns a mobile home and trailer park at 1322
S. Mojave Road, near Charleston Boulevard and Pecos Road, in Las
Vegas, Nevada.

Echo Trailer filed a Chapter 11 petition (Bankr. D. Nev. Case No.
11-12247) on Feb. 18, 2011.  David Mincin, Esq., at Law Offices of
Richard Mcknight, P.C., in Las Vegas, serves as counsel to the
Debtor.  In its schedules, the Debtor disclosed $2,829,433 in
assets and $2,662,397 in liabilities as of the Chapter 11 filing.

Yesterday's edition of the Troubled Company Reporter published a
case summary for Echo Trailer.


EMIVEST AEROSPACE: Lease Decision Deadline Extended to May 18
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has granted Emivest Aerospace Corporation's
request to extend the deadlines by which the Debtor may assume or
reject its leases.

The Court has extended by 90 days, or until May 18, 2011, by which
the Debtor may assume or reject unexpired leases of nonresidential
real property.  The Leases include: (i) San Antonio International
Airport lease dated March 28, 1986, and (ii) the lease and airport
use agreement dated as of April 19, 1985, by and between Eastern
West Virginia Airport Authority, and Sino-Swearingen, L.P., nka
Emivest Aerospace Corporation, as lessee.

The Court has also extended the deadline to assume or reject the
San Antonio lease and the West Virginia lease by an additional 180
days, or until Nov. 14, 2011, upon consent of the lessor.

As of the Petition Date, the Debtor was party to more than 500
executory contracts and unexpired leases, several of which are
unexpired leases of nonresidential real property.  The Debtor is
in the process of evaluating each of its unexpired leases of
nonresidential real property.  The leases are critical to the
Debtor's operations and include, among others, leases for aircraft
hangars and airport facilities, the Debtor's manufacturing
facilities and storage facilities.

                      About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection on
Oct. 20, 2010 (Bankr. D. Del. Case No. 10-13391).  Emivest
estimated assets and debts between $50 million and $100 million.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.


ENERGY FUTURE: Reports $2.812 Billion Net Loss in 2010
------------------------------------------------------
Energy Future Holdings Corp. announced in a press release Friday
its consolidated financial results for the fourth quarter and year
ended Dec. 31, 2010.

"We delivered a strong year of operational and financial
performance in 2010," said John Young, CEO, Energy Future
Holdings.  "We completed construction of Oak Grove 2, had
excellent nuclear performance at Comanche Peak, improved customer
care in the retail markets and increased our investment in smart
grid technologies.  We will continue to focus on operational
excellence, customer care and financial discipline in 2011 while
working to improve our balance sheet."

                   Fourth Quarter GAAP Results

For the fourth quarter 2010, EFH reported consolidated net income
of $161 million compared to reported net income of $137 million
for the fourth quarter 2009.  The fourth quarter 2010 reported net
income included (all after tax) $417 million in debt
extinguishment gains resulting from fourth quarter 2010 debt
exchanges and repurchases, $218 million in unrealized mark-to-
market net gains on interest rate swaps entered into to hedge
variable-rate interest expense, and a $75 million gain on the
termination of a long-term power sales contract.  These items were
partially offset by $254 million in commodity-related unrealized
mark-to-market net losses largely related to positions in EFH's
natural gas hedging program.

The fourth quarter 2009 reported net income included (all after
tax) $330 million in unrealized mark-to-market net gains largely
related to the Company's natural gas hedging program, $110 million
in unrealized mark-to-market net gains on interest rate swaps, a
$56 million debt extinguishment gain resulting from a fourth
quarter 2009 debt exchange and a $14 million reversal of an
outsourcing transition liability recorded in purchase accounting
due to a shorter than planned transition period.  These items were
partially offset by a noncash impairment charge of $22 million for
the carrying value of land.

As previously announced, effective with reporting of first quarter
2010 results, EFH adopted an accounting standard that amends prior
accounting with respect to consolidation of equity investees. As a
result, in consideration of the Oncor Electric Delivery Company,
LLC (Oncor) ring-fencing measures that restrict the operating
control that can be exercised by EFH and after consultation with
the SEC, Oncor has been deconsolidated from EFH's consolidated
financial statements.  The results of Oncor and the Oncor ring-
fenced entities are now presented in EFH's income statement in a
single line item.

                      Full Year GAAP Results

For the twelve months ended Dec. 31, 2010, EFH reported a net loss
of $2.812 billion compared to net income of $344 million for the
full year 2009.  The full year 2010 reported net loss included a
noncash goodwill impairment charge of $4.100 billion in the third
quarter 2010, $134 million in unrealized mark-to-market net losses
on interest rate swaps and $8 million of increased net cost
recorded as a result of the health care legislation enacted by
Congress in March 2010.  This legislation resulted in a
$50 million cost increase related to EFH's retiree health care
liability, $42 million of which was offset by a regulatory asset
recorded by Oncor.  Full year 2010 reported results benefited from
$1.168 billion in debt extinguishment gains resulting from debt
exchanges and repurchases, $786 million in unrealized mark-to-
market net gains largely related to positions in EFH's natural gas
hedging program, a $146 million reduction of income tax expense
due to the expected resolution of an IRS tax audit for 1997
through 2002, and a $75 million gain on termination of a long-term
power sales contract.  Amounts are after tax except for the
goodwill impairment, which has no tax benefit.

The goodwill impairment charge reflected the estimated effect of
lower wholesale power prices on the future cash flows of Texas
Competitive Electric Holdings (TCEH), driven by the sustained
decline in forward natural gas prices, and declines in market
values of comparable companies.  The impairment charge has no
impact on liquidity and will not cause EFH or its subsidiaries to
be in default under any of their respective debt agreements.

The full year 2009 reported net income included (after tax)
$788 million in unrealized mark-to-market net gains related to
commodity positions, $452 million in unrealized mark-to-market net
gains on interest rate swaps and a $56 million debt extinguishment
gain resulting from a fourth quarter 2009 debt exchange.  These
items were partially offset by a noncash goodwill impairment
charge of $90 million and $22 million related to a noncash
impairment charge for the carrying value of land.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?73ad

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

               http://researcharchives.com/t/s?73ae

                   About Energy Future Holdings

EFH -- http://www.energyfutureholdings.com/-- is a Dallas-based
holding company engaged in competitive and regulated energy market
activities, primarily in Texas.  Its portfolio of competitive
businesses consists primarily of TXU Energy, a retail electricity
provider with approximately 2 million customers in Texas, and
Luminant, which is engaged largely in power generation and related
mining activities, wholesale power marketing and energy trading.

Luminant has approximately 15,400 MW of generation in Texas,
including 2,300 MW fueled by nuclear power and 8,000 MW fueled by
coal.  Luminant is also the largest purchaser of wind-generated
electricity in Texas and fifth largest in the United States.

EFH's regulated operations consist of Oncor, which operates the
largest electricity distribution and transmission system in Texas
with more than three million delivery points, 103,000 miles of
distribution conductors and 15,000 miles of transmission lines.
While EFH indirectly owns approximately 80 percent of Oncor, the
management of Oncor reports to a separate board with a majority of
directors that are independent from EFH.

                          *     *     *

In October 2010, Moody's Investors Service downgraded the
Corporate Family Rating for Energy Future's to Caa2 from Caa1;
downgraded EFH's Probability of Default Rating to Caa3 from Caa2
and affirmed the SGL-4 Speculative Grade Liquidity assessment.
EFH's rating outlook remains negative.  "The downgrade is
triggered by the persistent environment of low natural gas and
power commodity prices and low average heat rates, which
collectively drag down EFH's current and expected cash flow
generation.   There is little evidence indicating a significant
improvement to natural gas commodity prices, and as a result, EFH
is likely to remain in financial distress," Moody's said.

Energy Future carries a 'CCC' issuer default rating from Fitch
Ratings.


EPICEPT CORP: Will Host Call on 2010 Results Tomorrow
-----------------------------------------------------
EpiCept Corporation announced Friday that it will host a
conference call to discuss its fourth quarter and full year 2010
operating and financial results on Thursday, Feb. 24, 2011, at
9:00 a.m. Eastern time.  The call will follow the release of these
financial results earlier in the day at 12:01 a.m. Eastern time.

To participate in the live call and be able to participate in the
question and answer session, please dial from the U.S. and Canada
(877) 809-8594 or from international locations (706) 758-9407
(please reference access code 46419978) prior to the start of the
conference.  The conference call will also be broadcast live in
listen-only mode on the Internet and may be accessed at
www.epicept.com.  The web cast will be archived for 90 days.

A telephone replay of the call will be available for seven days by
dialing from the U.S. and Canada (800) 642-1687 or from
international locations (706) 645-9291 (please reference
reservation number 46419978).

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company's balance sheet at Sept. 30, 2010, showed
$6.7 million in total assets, $20.9 in total liabilities, and a
stockholders' deficit of $14.2 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitte & Touche LLP in Parsippany, New Jersey, expressed
substantial doubt against EpiCept's ability continue as a going
concern, following the Company's results for 2009.  The
independent auditors noted that the Company has recurring losses
from operations and a stockholders' deficit of $9.1 million at
Dec. 31, 2009.


GARDEN OPERATION: H&H Bagels Owner in Chapter 11
------------------------------------------------
Bankruptcy Law360 reports that Garden Operation Realty LP blamed
the economic downturn as well as ongoing litigation for its
Chapter 11 bankruptcy.  Garden Operation is the parent of New York
bagel manufacturer H&H Bagels.  H&H Bagels is a renowned bagel
store at 80th Street and Broadway in Manhattan.

The Company disclosed $1.4 million in assets and $5.1 million in
liabilities in its bankruptcy petition.  The Debtor said it owes
$3.4 million to the Internal Revenue Service.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garden Operation is controlled by Helmer Toro, who
founded H&H in 1972.  Mr. Toro was sentenced last year to spend
weekends in jail for a year for failure to pay $500,000 in
employee withholding and unemployment insurance taxes. He was
also directed to make restitution.

Garden Operation Realty filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 11-10668) in Manhattan on Feb. 17, 2011. Randy
M. Kornfeld, Esq., at Kornfeld & Associates, P.C., in New York,
represents the Debtor in the Chapter 11 case.

Yesterday's edition of the Troubled Company Reporter published a
case summary for Garden Operation Realty.


GARY PHILLIPS: US Trustee Forms Six-Member Creditors Committee
--------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 8,
appointed six creditors to serve on an Official Committee of
Unsecured Creditors of Gary Phillips Construction LLC.

The members of the Committee are:

   a) Ernie E. Walker, President
      Ernest O. Walker, CEO
      Transit-Mix Concrete Company Inc
      110 City Garage Road
      PO Box 1275
      Johnson City, Tennessee 37605-1275
      Tel: 423-928-2128

   b) Armand Lockett, Dist. Financial Manager
      Sherwin Williams Paint Company
      108 Mount Castle Dr.
      Johnson City, Tennessee 37601
      Tel: 615-414-6863

   c) David Preston
      Preston-McNees Specialty Woodworking
      720 Rolling Hills Dr.
      Johnson City, Tennessee 37604
      Tel: 423-928-9672

   d) Mark S. Durkee, President
      Public Drainage Supply, Inc.
      260 Shanks Road
      Blountville, Tennessee 37617
      Tel: 423-538-0161

   e) Glenn Gilbert
      Braken Paving
      P.O. Box 926
      Blountville, Tennessee 37617
      Tel: 423-741-5235

   f) Barbara Weidner
      Volunteer Oil Co. Inc.
      2020 E. Fairview Avenue
      Johnson City, Tennessee 37601
      Tel: 423.791.5627

At the first meeting of the Creditors Committee held on Jan. 7,
E.O. Walker and E.E. Walker were elected Co-Chairmen of the
Committee.

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 Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., who has an
office in Bristol, Tennessee, serves as the Debtor's counsel.  In
its schedules, the Debtor disclosed $13,255,698 in total assets
and $7,614,399 in total debts as of the Petition Date.


GENERAL GROWTH: New GGP Seeks to Appear in Borders' Bankr. Case
---------------------------------------------------------------
GGP Limited Partnership, as direct and indirect owner of landlord
or managing agent for certain malls of General Growth Properties,
Inc. ("New GGP"), filed a notice of appearance and request for
copies of all notices and pleadings in Borders Group, Inc.'s
Chapter 11 case.

Book retailer Borders filed for Chapter 11 protection on Feb. 16,
2011.

GGP also disclosed that it is a landlord for these Borders-owned
stores, representing about 5% of Borders' total store count:

  Property                       Tenant Name
  --------                       -----------
  Alderwood                      Borders Books & Music
  Bayshore Mall                  Borders Books & Music
  Boise Towne Square             Borders Books & Music
  Chapel Hills Mall              Borders Books & Music
  Mall of Louisiana              Borders Books & Music
  Northridge Fashion Center      Borders Books & Music
  Park City Center               Borders Books & Music
  Park Meadows                   Borders Books & Music
  Park Place                     Borders Books & Music
  Pinnacle Hills Promenade       Borders Books & Music
  Providence Place               Borders Books & Music
  Southland Center MI            Borders Books & Music
  Southwest Plaza                Borders Books & Music
  Stonestown Galleria            Borders Books & Music
  Village of Merrick Park        Borders Books & Music
  West Oaks Mall                 Borders Books & Music
  Salem Center                   Borders Express
  Silver City Galleria           Borders Express
  Staten Island Mall Phase I     Borders Express
  Steeplegate Mall               Borders Express
  The Mall in Columbia           Borders Express
  Three Rivers Mall              Borders Express
  Valley Plaza Mall CA           Borders Express
  White Marsh Mall               Borders Express
  Chapel Hills Mall              Borders, Inc.
  Pine Ridge Mall                Borders, Inc.
  The Boulevard Mall             Borders, Inc.
  The Boulevard Mall             Borders, Inc.
  Colony Square Mall             Waldenbooks
  Eastridge Mall WY              Waldenbooks
  Lakeside Mall                  Waldenbooks
  Oxmoor Center                  Waldenbooks
  Pine Ridge Mall                Waldenbooks
  Washington Park Mall           Waldenbooks
  Westwood Mall                  Waldenbooks
  Woodbridge Center              Waldenbooks

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized
with $6.8 billion in new equity capital Paid all creditor claims
in full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL MOTORS: Allstate Says Plan Not Insurance Neutral
--------------------------------------------------------
Allstate Insurance Company, solely as successor-in-interest to
Northbrook Excess and Surplus Insurance Company, f/k/a Northbrook
Insurance Company, alleges that the Amended Joint Chapter 11 Plan
of Reorganization impairs the rights of Northbrook, is not
insurance neutral and affects Northbrook's rights and remedies
without providing compensation for those claims.

Under the Plan, the Debtors proposed to transfer of all pre-1986
general liability insurance policies, whether as executory
contracts or not, to the Asbestos Insurance Trusts Assets.

Stefano Calogero, Esq., at Windels, Marx, Lane & Mittendor, LLP,
in Madison, New Jersey -- scalogero@windelsmarx.com -- argues the
Debtors' action impermissibly strip insurers of coverage defenses
following confirmation of the Plan.  Indeed, nowhere in the Plan
or the Disclosure Statement is there any hint as to what the DIP
Lenders intend to do with the asbestos insurance assets, he
asserts.  Likewise, the Plan did not provide any list of what
specific policies are to be transferred to the Asbestos Insurance
Assets Trust, he points out.  The Plan fails to acknowledge that
these unnamed policies, including presumably the policies issued
by Northbrook contain terms and conditions which must be complied
with in order for there to be any coverage under those policies,
he stresses.

Mr. Calogero further contends that the Plan further peels away
insurers' rights to object to claims.  "This is compounded by the
lack of insurance neutrality language, thus failing to protect
insurers' rights so that the Plan will not cause injury to
insurers, depriving them of standing to object," he emphasizes.
Without insurance neutrality language, the Plan does not make
clear that the Debtors or the Asbestos Insurance Assets Trust have
to comply with all of their obligations under the Northbrook
Policies, including requirements to provide notice of claims and
to cooperate in the settlement and defense of claims, he tells the
Court.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.


Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for free
at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the Dec. 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Centerpoint Wants to Keep Rights Under Lease
------------------------------------------------------------
Centerpoint Associates, LLC, f/k/a Centerpoint Associates Limited
Partnership, objects to any terms in the Environmental Response
Trust Consent Decree and Settlement Agreement in the Amended Joint
Chapter 11 Plan of Reorganization, which might be construed as a
modification of Centerpoint's rights under a ground lease with
Motors Liquidation Company.

Pursuant to a ground lease, Centerpoint asserts that it is
entitled to a right of first refusal with regard to the sale of
any of the Leased Premises to another party.  Centerpoint has 30
days from written notice in which to decide whether to match any
bona fide offer to purchase the Leased Premises from the Debtor,
Dianne S. Ruhlandt, Esq., at Erman, Teicher, Miller, Zucker &
Freedman, P.C., in Southfield, Michigan --
druhlandt@ermanteicher.com -- relates.  More importantly,
Centerpoint has an unfettered right to match any offer and to
purchase the underlying property, regardless of the criteria for
sale, she says.

Accordingly, Centerpoint objects to any transfer of MLC's interest
in the Ground Lease or to any transfer of any of the Leased
Premises without proper notice being provided to the Centerpoint
and without Centerpoint having an appropriate opportunity to
evaluate the proposed sale and to object to that, if warranted.
It also must be emphasized that any sale, transfer or development
of the Leased Premises remains subject to the Ground Lease and the
terms of the Ground Lease cannot be modified by a transfer to a
third party, Ms. Ruhlandt asserts.

Centerpoint, however, does not object to the quit-claim transfer
from the Debtor to the ERT so long as that transfer is not deemed
a sale within the terms of the Ground Lease and so long as the
transfer to the ERT includes an assumption of the Ground Lease in
its entirety and the terms of the ERT Agreement do not modify or
nullify any of Centerpoint's rights and remedies under the Ground
Lease, Ms. Ruhlandt tells the Court.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.


Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for free
at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the December 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Env. Agencies Say Plan Fails Sec. 1129 Provisions
-----------------------------------------------------------------
The Town of Salina and the County of Onondaga, both of the State
of New York; the New York State Department of Environmental
Conservation and the California Department of Toxic Substances
Control object to the Amended Joint Chapter 11 Plan of
Reorganization because it is unfair and fails to comply with the
requirements of Section 1129 of the Bankruptcy Code.

Counsel to the Town of Salina, Lee E. Woodard, Esq., at Harris
Beach PLLC, in Syracuse, New York -- lwoodard@harrisbeach.com
-- asserts having its claims unresolved and treated as disputed
will likely result in the Town of Salina being treated differently
than other general unsecured creditors who are paid upon
confirmation of the plan, in violation of Section 1129(b), he
stresses.  The Town of Salina also objects to the classification
of its claims as part of Class 3 and maintains that its claims
should be properly classified as Class 4 Claims.  The Plan does
not explain the different treatment between ERT Environmental
Claimants, the Priority Order Site Claimants and Class 3 Claimants
like the Town whose claims are also the result of the Debtors'
contamination, he points out.

The County of Onondaga insists that the Plan is not feasible as it
is conditioned on events that have yet to occur and may never
occur.  The Plan proposes to satisfy all of the so-called property
environmental claims but all of those claims are intended to be
resolved in the context of six separate settlement agreements and
a separate consent decree and settlement agreement between the
Debtors and the U.S. Government, counsel for Onondaga County, Luis
A. Mendez, Esq., senior deputy county attorney, in Syracuse, New
York, notes.  He asserts that until the Court approves the
Environmental Response Trust Agreement and the Priority Sites
Agreements, the Plan must be rejected as infeasible under Section
1129(a)(11).  The County of Onondaga also objects to the Plan
because it is internally inconsistent.  He points out that the
Plan proposes that if the Priority Order Settlement Agreements are
not approved nothing in the Plan would not preclude additional
payments to the Environmental Response Trust and that the
Settlement Agreements indicate an ability to ask the Court to
deposit the proposed Priority Site Agreement monies to the ERT
Cushion Account.  That language however is at odds with the
provision of each proposed settlement that each settlement is a
condition precedent to confirmation of the Plan, he emphasizes.

NYSDEC and DTSC complain that the GUC Trust lacks sufficient
controls and oversight to assure that their claims will be treated
equitably.  Counsel to NYSDEC, Maureen F. Leary, Esq., assistant
attorney general, Albany, New York -- Maureen.Leary@ag.ny.gov --
contends that the Plan also allows Wilmington Trust Company to
serve in many roles, which create the potential for a conflict of
interest, if not an actual conflict.  Aside from being an
indenture trustee and a member of the Official Committee of
Unsecured Creditors, the Plan further designates WTC as the GUC
Trust Administrator and the Avoidance Action Trust Administrator
post confirmation.  She notes that WTC will be paid in full for
its prepetition fees and expenses incurred as Indentured Trustee
and will be paying itself administratively without judicial
oversight as the GUC Trust Administrator.  In this light, WTC is
being treated more favorably under the Plan and GUC Trust than
otherwise permitted under the Code's equitable scheme, she
stresses.

The Parties also oppose the injunctions under the Plan that
continue past the effective date, overbroad third-party non-debtor
releases, and the Court's retention of exclusive jurisdiction
post-confirmation.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.


Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for free
at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the Dec. 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Proposes $420 Mil. Claims Reserve
--------------------------------------------------------
Motors Liquidation Co., and its debtor-affiliates ask the
Bankruptcy Court to approve:

  (i) the establishment of a $420 million-reserve on account of
      certain unliquidated and disputed claims or potential
      claims, which are not yet allowed as set forth in the
      Amended Joint Chapter 11 Plan of Reorganization; and

(ii) certain procedures, consistent with the procedures
      established under the Plan for the establishment and
      administration of those disputed claims reserves.

Under the Plan, the General Unsecured Claims Trust will set aside
distributions for certain unliquidated and disputed claims, or
potential claims filed in these Chapter 11 cases, which are not
yet allowed.  The Debtors are filing the Motion consistent with
these provisions of the Plan and the GUC Trust Agreement.

Despite the Debtors' intense efforts in the claims resolution
process and their considerable success in addressing and resolving
thousands of Claims, there remain potential unliquidated claims in
Class 3 of the Plan that are yet to be resolved, Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, tells
the Court.

As of Feb. 11, 2011, the Debtors estimate that out of all of the
General Unsecured Claims that may fall within Class 3, about 1,500
General Unsecured Claims remain fully unliquidated, 1,075 of which
are subject to pending formal objections.  As of the Effective
Date, the Debtors expect that there will be about 425 fully
unliquidated claims remaining.

Against this backdrop, the establishment of the Fully Unliquidated
Claims Reserve will allow for interim distributions on account
of undisputed, Allowed General Unsecured Claims as soon as
practicable after the Effective Date, while providing a mechanism
to ensure later distributions to holders of unliquidated Disputed
General Unsecured Claims should those Claims eventually become
Allowed General Unsecured Claims, Mr. Smolinsky explains.  The
Fully Unliquidated Claims Reserve also does not limit the ability
of any individual creditor to prove the amount of its Claim or to
recover on the basis of that proven amount in accordance with the
Plan, subject to the aggregate limit of the Unliquidated Claims
Reserve, he assures the Court.

To determine an appropriate reserve value for the unliquidated
Disputed General Unsecured Claims, the Debtors and their
professionals performed an extensive, nearly claim-by-claim
analysis of the unliquidated Disputed General Unsecured Claims,
Mr. Smolinsky says.  Based on this extensive review and analysis,
the Debtors' estimate of the reasonable high-end aggregate
valuation of the Fully Unliquidated Disputed Claims to be about
$370 million.

The Debtors will seek to establish a total Fully Unliquidated
Claims Reserve of $420 million, taking into account a $50 million
"cushion" over and above the Debtors' estimate of the reasonable
high-end aggregate valuation of the Fully Unliquidated Disputed
Claims, Mr. Smolinsky explains.  This cushion of $50 million, will
allow for unforeseen contingencies in the claims resolution
process in the unlikely event that the Fully Unliquidated Disputed
Claims would be resolved in an aggregate amount exceeding the
Debtors' good-faith, high-end estimate, he notes.

Specifically, the Debtors seek to establish an initial
distribution reserve amount for certain fully unliquidated
General Unsecured Claims based on an aggregate claim amount
of $420 million, a schedule of which is available for free at:

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

The Fully Unliquidated Claims Reserve is comprised of these
primary components:

   (a) Unliquidated Claims.  The Debtors seek to establish the
       Fully Unliquidated Claims Reserve for certain Disputed
       General Unsecured Claims in Class 3 that are fully
       unliquidated.

   (b) Executory Contract Rejection Claims.  The Fully
       Unliquidated Claims Reserve will also account for certain
       future contingencies for presently unknown Claims that
       arise from rejection of executory contracts pursuant to
       the Plan.  Under the Plan, the Rejection Damages Bar Date
       for contracts rejected pursuant to the Plan is proposed
       to be 30 days after the Effective Date of the Plan.
       Thus, the Debtors propose to reserve for rejection damage
       Claims that are not filed until after the establishment
       of the Fully Unliquidated Claims Reserve but prior to the
       Rejection Damages Bar Date.  The number of contracts to
       be rejected and the resulting damage claims are not
       expected to be material.

   (c) Inadvertently Disallowed Claims.  The Debtors have filed
       or will file objections to thousands of claims, and
       although the Debtors have taken steps to prevent
       inaccuracies in the notice of those objections, the
       Debtors may discover Disallowed Claims that may have been
       inadvertently disallowed in the course of the claims
       resolution process and the Debtors may need to provide
       for distributions for those claims should they become
       Allowed following the Effective Date.

Consistent with the procedures established under the Plan for the
creation and administration of the GUC Trust, the Debtors propose
these additional Claims Reserve Procedures:

A. Estimation of Individual Claims

  (a) In the event that the Debtors or the GUC Trust
      Administrator determine that it is necessary or
      appropriate to establish a maximum specific reserve on
      account of any unliquidated, Disputed General Unsecured
      Claim, the Debtors may file a Notice of Estimation of
      Disputed Claim for reserve purposes, setting forth the
      asserted amount to be reserved for those Disputed General
      Unsecured Claims and a summary of the grounds supporting
      the asserted amount.  The Debtors or the GUC Trust
      Administrator will serve the Estimation Notice on the
      holder of the underlying Disputed General Unsecured
      Claims.  An Estimation Notice also may be incorporated
      into an objected to a Disputed General Unsecured Claim.

  (b) The holder of a Disputed General Unsecured Claim will
      have 10 days to object after service of the Estimation
      Notice to the proposed Individual Claim Reserve, setting
      forth all objections to the proposed Individual Claim
      Reserve, together with any documentation supporting that
      objection, and serve that Estimation Objection upon the
      Debtors or the GUC Trust Administrator.

  (c) If an Estimation Objection is timely filed, the Debtors or
      the GUC Trust Administrator will confer with the objecting
      party to attempt to resolve the Estimation Objection and
      determine the appropriate Individual Claim Reserve for the
      Disputed General Unsecured Claim.  Absent an agreement,
      either party may schedule a hearing on the Estimation
      Notice and the related Estimation Objection on not less
      than 14 days' notice.  The Debtors or the GUC Trust
      Administrator may file a reply prior to the hearing.

  (d) If no Estimation Objection is timely filed, the holder of
      the Disputed General Unsecured Claims at issue will be
      deemed to have consented to the Individual Claim Reserve
      and will be forever enjoined and barred from objecting to
      that Individual Claim Reserve.  In that event, the
      Estimation Notice will be deemed to constitute a final and
      nonappealable order of the Court establishing the
      Individual Claim Reserve, and the Debtors or the GUC Trust
      Administrator will not be required to reserve an amount in
      the GUC Trust that is greater than the Individual Claim
      Reserve on account of the Disputed General Unsecured
      Claims at issue.

B. Disallowed Claims

  (a) Neither the Debtors nor the GUC Trust Administrator will
      be required to maintain any reserves in the Fully
      Unliquidated Claims Reserve on account of any Claim, or
      portion of it, that has been disallowed or denied by an
      order of the Court, notwithstanding any appeal or motion
      for reconsideration that may be filed by the holder of the
      Claim.  A party seeking to appeal from or obtain
      reconsideration of a Denial Order may request prior to the
      Effective Date that the Court establish a reserve pending
      that appeal or reconsideration; provided the reserve for
      that Claim may not exceed any reserve in place prior to
      the entry of the Denial Order.

  (b) The Debtors reserve the right, following the Effective
      Date, to include certain Inadvertently Disallowed Claims
      in the Fully Unliquidated Claims Reserve should those
      Inadvertently Disallowed Claims become Allowed after the
      Effective Date.

  (c) To the extent the Debtors wish to include Inadvertently
      Disallowed Claims in the Fully Unliquidated Claims
      Reserve, the GUC Trust Administrator will file with the
      Bankruptcy Court a declaration: (i) setting forth the
      reason for the addition of the Improperly Disallowed
      Claims; and (ii) establishing that the amount of the Fully
      Unliquidated Claims Reserve is still reasonable in light
      of the addition of the Improperly Disallowed Claims.  The
      GUC Trust Administrator will serve the Inadvertently
      Disallowed Claim Declaration on the holders of the
      remaining fully unliquidated Disputed General Unsecured
      Claims subject to the Fully Unliquidated Claims Reserve.

  (d) A holder of a Disputed General Unsecured Claims will have
      10 days after service of the Inadvertently Disallowed
      Claim Declaration to object to the proposed inclusion of
      the Inadvertently Disallowed Claims in the Fully
      Unliquidated Claims Reserve, setting forth all objections
      to the proposed addition of the Inadvertently Disallowed
      Claims, and serve that objection upon the Debtors or the
      GUC Trust Administrator.

  (e) If an Inadvertently Disallowed Claim Objection is timely
      filed, the Debtors or the GUC Trust Administrator will
      confer with the objecting party to attempt to resolve the
      Inadvertently Disallowed Claim Objection.  In the absence
      of that agreement, either party may schedule a hearing on
      the inclusion of the Inadvertently Disallowed Claims in
      the Fully Unliquidated Claims Reserve on not less than 14
      day's notice.  The Debtors or the GUC Trust Administrator
      will be entitled to file a reply prior to the hearing.

  (f) If no Inadvertently Disallowed Claim Objection is timely
      filed, the Fully Unliquidated Claims Reserve will be
      deemed to include the Inadvertently Disallowed Claims at
      issue and all parties-in-interest will be forever enjoined
      and barred from objecting to the inclusion of those Claims
      in the Fully Unliquidated Claims Reserve.

Mr. Smolinsky clarifies that neither the Debtors nor the GUC Trust
Administrator will be required to reserve any amounts on account
of unliquidated General Unsecured Claims exceeding the proposed
reserve amount.  Likewise, the Debtors and the GUC Trust
Administrator will not be required to increase the reserves
proposed as a result of any amendments by the Claimant to the
unliquidated General Unsecured Claims filed from and after the
date of the Fully Unliquidated Claims Motion, he says.

However, the Debtors reserve the right to seek Court permission
to: (i) enlarge the amount of the Fully Unliquidated Claims
Reserve in light of any new information received about the fully
unliquidated General Unsecured Claims prior to the hearing on this
motion; and (ii) reduce the amount of the Fully Unliquidated
Claims Reserve to reflect a value reserved on account of any
Disputed General Unsecured Claims that become Allowed as part of
ongoing settlement discussions prior to the hearing on the Fully
Unliquidated Claims Motion, or for any Disputed General Unsecured
Claim for which an Individual Claim Reserve may be established
prior to the hearing.

Mr. Smolinsky tells the Court that the Debtors have expunged or
reduced more than 23,721 Claims, resulting in a reduction of more
than $180 billion in asserted claims, and have resolved or will
resolve more than $74.4 billion in Claims through various entered
or pending settlement agreements and the Plan.  This effort
demonstrates the Debtors' ability to properly and accurately
estimate the Claims against the Debtors' estates, he asserts.
Given the anticipated timing of confirmation of the Plan, the
Debtors seek the Court's approval of the Fully Unliquidated Claims
Reserve to balance the Debtors' ability to make meaningful
distributions to holders of Allowed General Unsecured Claims in
Class 3 as soon as reasonably practicable after the Effective
Date, while not jeopardizing the potential recoveries for holders
of Disputed General Unsecured Claims that may subsequently become
Allowed, Mr. Smolinsky maintains.

The Court will consider the Debtors' request on March 1, 2011.
Objections are due Feb. 22.  In the event that no objections
to the Fully Unliquidated Claims Reserve Motion remain unresolved,
the Debtors reserve their right to adjourn the hearing to March 3,
2011 and to seek approval of the Fully Unliquidated Claims Reserve
as part of the Plan.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.


Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for
free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the Dec. 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

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

                     About Motors Liquidation

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

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

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


GREAT ATLANTIC & PACIFIC: Hilco to Lead Sale Process for 31 Leases
------------------------------------------------------------------
Hilco Real Estate, LLC, has been appointed real estate advisor to
The Great Atlantic and Pacific Tea Company in its bankruptcy
restructuring.  In addition to its comprehensive role as
consultant and lease restructuring advisor, HRE is managing A&P's
disposition efforts, including the immediate sale of 31 leases on
stores in the process of being shuttered.

Gregory S. Apter, President of Hilco Real Estate, will lead the
disposition team.  The sale process will be managed by Ross Block,
a senior disposition specialist.  Mr. Apter commented, "These 31
locations range from 24,000 to 60,000 square feet.  They are in
prime locations in Connecticut, Delaware, Maryland, New Jersey,
New York and Pennsylvania.  Early interest in these sites has been
significant and we expect that momentum to continue throughout the
sale process."

                             About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: DBD Cayman Disposed of Shares
-------------------------------------------------------
DBD Cayman Limited and seven other investors disclosed in a
Schedule 13G filing with the U.S. Securities and Exchange
Commission dated Feb. 14, 2011, that they do not own any
shares of common stock of The Great Atlantic & Pacific Tea
Co. Inc. as of Dec. 31, 2010.

The other investors are TCG Holdings Cayman II LP, TC Group
Cayman Investment Holdings LP, TC Group CSP II LLC, CSP II
General Partner LP, Carlyle Strategic Partners II LP and CSP II
Coinvestment LP.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Elects Rayburn to Board of Directors
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. has elected Greg
Rayburn to its board of directors, according to the company's
statement dated Feb. 4, 2011.

Mr. Rayburn will replace Dr. Jens-Jurgen Bockel who has resigned
from the Board.

Mr. Rayburn has more than 28 years of experience leading
companies and maximizing enterprise value through strategic and
competitive challenges in a wide range of industries, including
retail, freight, manufacturing, telecommunications, gaming,
hospitality, home building and health care.

A&P Chairman of the Board Christian Haub said, "We are pleased to
welcome Greg to A&P's Board.  His experience in leading companies
through critical transitions will be invaluable to the Board.  I
am looking forward to working with Greg as we continue to execute
on A&P's comprehensive turnaround under Sam Martin's leadership."

Mr. Haub continued, "I also want to thank Jens for his
contributions to the Board over nearly seven years.  We wish him
well in his future endeavors."

Most recently, Mr. Rayburn served as the CEO of the New York City
Off Track Betting Corporation, where, at the request of the
Governor of New York, he developed a reorganization plan and led
negotiations with State race tracks and unions.  He has also
served as CEO of Magna Entertainment Corporation, Syntax-Brillian
Corporation, International Outsourcing Services, Muzak Holdings
LLC and Sunterra Corporation. Earlier in his career, he was Chief
Restructuring Officer of WorldCom -- then the largest U.S.
bankruptcy filing to-date.

Mr. Rayburn holds an M.A. in accounting and a B.S. in business
and marketing from the University of Alabama.  He is a member of
the American Institute of Certified Public Accountants and serves
as an expert witness in federal and state courts on issues
including business viability, valuation, strategic plan
assessment, fraud, damages and bankruptcy reorganizations.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Tengelmannn Has 54.3% Stake
-----------------------------------------------------
In a Schedule 13D filing with the Securities and
Exchange Commission dated Feb. 11, 2011, Tengelmann
Warenhandelsgesellschaft KG and five other investors
disclosed that they beneficially own shares of The Great
Atlantic & Pacific Tea Co. Inc. common stock:

                                      No. of        % of Shares
Entity                                Shares Owned  Outstanding
------                                ------------  -----------
Tengelmann Warenhandelsgesellschaft KG   35,785,764     54.3%

Tengelmannn Verwaltungs-und              35,785,764     54.3%
Beteiligungs GmbH

Emil Capital Partners LLC                 1,290,393      2.0%

Christian Wilhelm Erich Haub             36,398,835     55.3%

Karl-Erivan Warder Haub                  35,785,764     54.4%

Erivan Karl Haub                         36,130,864
54.9%

As of Jan. 7, 2011, A&P had 53,852,470 shares of common stock
outstanding.

Tengelmann is engaged in general retail marketing.  It owns,
operates and has investments in, through affiliated companies and
subsidiaries, several chains of stores, which principally sell
grocery and department store items throughout the Federal
Republic of Germany, other European countries and the United
States.  The general partners of Tengelmann are TVB and two of
Erivan Karl Haub (EKH)'s sons, Christian Wilhelm Erich Haub (CH)
and Karl-Erivan Warder Haub (KEH).  CH and KEH are co-Chief
Executive Officers and Managing Directors of Tengelmann.
Tengelmann's limited partners are EKH and Georg Rudolf Otto Haub
(GH), EKH's third son.  GH is a Managing Director of a company
affiliated with Tengelmann.

EKH owns 6% of the economic and voting interests of Tengelmann,
with the remainder equally divided among his three sons.

TVB is the sole managing partner of Tengelmann.  By virtue of the
articles of association of Tengelmann, TVB has the exclusive
right to direct Tengelmann and is solely responsible for its
conduct.

Emil Capital is engaged primarily as an investment, management
and consulting entity of the Tengelmann group, currently focused
on business activities in North America.  Tengelmann holds 100%
of the outstanding membership interests of ECP.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: WGL, et al., Appeal From Utility Order
----------------------------------------------------------------
Washington Gas Light Company notifies the U.S. Bankruptcy Court
for the Southern District of New York that it will take an appeal
from the Jan. 13, 2011 order issued by Judge Robert Drain,
approving the Debtors' motion to determine adequate assurance of
payment for future utility services.

Washington Gas and the other utility companies, which have
previously taken appeals from the Jan. 13 order, ask the U.S.
District Court for the Southern District of New York to determine
whether:

-- the Bankruptcy Court:

  (1) erred in considering the absence of prepetition security
      held by the appellants, which the Court was prohibited
      from considering pursuant to Section 366(c)(3)(B)(i) of
      the Bankruptcy Code, in making a determination of adequate
      assurance of payment to the appellants pursuant to Section
      366(c)(3)?

  (2) erred in failing to follow the statutory directives under
      Section 366(c)(3) in reaching its decision?

  (3) erred in holding that appellants were adequately assured
      of payment pursuant to Section 366(c)(3)?

  (4) erred in holding that the Debtors' adequate assurance
      account met the definition of an assurance set forth in
      Section 366(c)(1)(A) and was an acceptable form of an
      assurance of payment when such form was not satisfactory
      to the appellants?

  (5) erred in granting the Debtors' ex parte motion and
      the utility motion when they violated the requirements for
      service of motions and the imposition of injunctive relief
      pursuant to Bankruptcy Rules 7001, 7004 and 9014?

-- the Bankruptcy Court's:

  (6) final order approving the adequate assurance procedures
      and the bridge order extending Section 366(c)(2) reverse
      the burden imposed upon Debtors by the statute and violate
      the requirement that each appellant receive an assurance
      of payment within the first 30 days of the case?

  (7) final order violate Section 959(b) by authorizing Debtors
      in possession to ignore the requirements imposed under
      applicable state law?

The other utility companies are Long Island Lighting Company,
KeySpan Gas East Corporation, The Brooklyn Union Gas Company,
Jersey Central Power & Light Company, Toledo Edison Company, New
York State Electric and Gas Corp., PECO Energy Company,
Consolidated Edison Company of New York Inc., Orange and Rockland
Utilities Inc., The Connecticut Light and Power Company, Yankee
Gas Services Company, Public Service Electric and Gas Company,
Baltimore Gas and Electric Company, Potomac Electric Power
Company, Delmarva Power and Atlantic City Electric.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREYSTONE LOGISTICS: Has $2.7MM Deal for Sale, Lease Back of Plant
------------------------------------------------------------------
Greystone Logistics announced the sale and leaseback of their
60,000 square foot pallet manufacturing facility for $2.7 million.

Company CEO Warren Kruger said "Greystone had considerable equity
in our manufacturing facility and the board decided to unleash
this cash for corporate purposes.  The cash will be used to fund
the growth spurt the company is experiencing, pay for needed
upgrades to existing equipment, buy new molds for pending purchase
orders, and bring two new presses into production.  In the last
six months, these capital expenditures coupled with a significant
failure on an injection line that took the equipment out of
production for 120 days created a need to generate a prudent cash
injection.  Taking strategic steps now will pay rewards in coming
quarters."

Kruger continued, "To review our growth, sales for the first six
months of the company fiscal year 2011 were $10,047,081 compared
to $7,626,246 in fiscal year 2010, for an increase of $2,420,835
or 31.7 % growth.  Greystone's pallet sales to its major customer
in fiscal year 2011 were 45% of total sales compared to 69% of
total sales in fiscal year 2010.  We are on pace to do $19-20
million in revenue by fiscal year end May 31, 2011.  For detailed
information I suggest reviewing our recently filed 10-Q."

The building was sold at the appraised value to a partnership of
two of Greystone Logistics board members including Mr. Kruger.

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company's balance sheet at Nov. 30, 2010, showed
$10.29 million in total assets, $18.94 million in total
liabilities, and $8.64 million in total deficit.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.


GTS 900: Astani Lets Go of Ownership of $260-Mil. Condo Project
---------------------------------------------------------------
Roger Vincent at the Los Angeles Times reports that Los Angeles
developer Sonny Astani has given up his legal battle to retain
ownership of the Concerto, a never-completed $260-million
condominium project in downtown Los Angeles.

The report relates that according to the reorganization plan filed
in bankruptcy court, units in the 30-story tower near Staples
Center will be finished by a new group of owners headed by hedge
fund Starwood Capital Group.

According to the L.A. Times, Mr. Astani agreed to sell his
interest in the Concerto project for $9.5 million.  Terms of the
accord also call for the buyers to make payments to the general
contractor and subcontractors, who have filed $22.5 million worth
of liens on the Concerto project.  The parties agreed not to speak
about their settlement during the ownership change, but Mr. Astani
said he planned to press on with separate litigation against the
Federal Deposit Insurance Corp., which is also now a part-owner of
Concerto.

The L.A. Times relates federal regulators seized control of
Mr. Astani's lender, Corus Bank, in September 2009.  That caused
Mr. Astani's construction financing to dry up, and he quickly
filed for Chapter 11 bankruptcy protection with the project about
95% finished.  In October 2009 the FDIC sold control of the failed
bank's assets to the Starwood-led investment group.  The FDIC
retained 60% ownership of the $4.5-billion portfolio, including
Mr. Astani's $160-million construction loan, but turned its
management over to the investors, notes Mr. Vincent.

                     Astani & Corus Agreement

As reported in the Feb. 22, 2011 edition of the TCR, Astani
Enterprises and Corus Construction Venture LLC have reached a
settlement for the Concerto building.  Under the terms of a Plan
of Reorganization approved today by the United States Bankruptcy
Court, Astani has sold Concerto to CCV.  Terms of the accord
include payment to the general contractor and subcontractors.  CCV
and Astani have agreed to cooperate with the transition of the
project, with the goal of finalizing Concerto as a premier
residential development.  However Astani will continue its
litigation against the FDIC.

                        About GTS 900 F LLC

GTS 900 F LLC is a business that owns a residential building known
as Concerto in Los Angeles, California.  According to a Web site
for the Concerto building, developed by Astani Living, all 77 loft
residences have been sold.  The Company filed for bankruptcy
protection, listing up to $500 million in assets and debt (Bankr.
C.D. Calif. Case No. 09-35127).


HOVNANIAN ENTERPRISES: Completes Shares, Notes Offerings
--------------------------------------------------------
On Feb. 9, 2011, Hovnanian Enterprises, Inc., completed an
underwritten public offering of 13,512,500 shares of its Class A
Common Stock, par value $0.01 per share, including 1,762,500
Shares issued pursuant to the over-allotment option granted to the
underwriters, at a price of $4.30 per share, pursuant to an
underwriting agreement among Hovnanian and J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Citigroup Global Markets Inc., and
the several other underwriters named therein.

                       Senior Notes Offering

On Feb. 14, 2011, K. Hovnanian Enterprises, Inc., a wholly owned
subsidiary of Hovnanian, completed an underwritten public offering
of $155,000,000 aggregate principal amount of 11 7/8% Senior Notes
due 2015, pursuant to an underwriting agreement among K.
Hovnanian, Hovnanian, the Subsidiary Guarantors, and Credit Suisse
Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities LLC.

In connection with the issuance of the Senior Notes, K. Hovnanian
and Hovnanian, as guarantor, entered into an Indenture dated as of
Feb. 14, 2011 with Wilmington Trust Company, as trustee, and a
First Supplemental Indenture, with the Subsidiary Guarantors and
the Trustee.  As of the date of the Senior Notes Supplemental
Indenture, Hovnanian and each of Hovnanian's subsidiaries, except
for its home mortgage subsidiaries, joint ventures and
subsidiaries holding interests in joint ventures and certain of
its title insurance subsidiaries, is a guarantor of the Senior
Notes.

The Senior Notes bear interest at 11 7/8% per annum and mature on
Oct. 15, 2015.  Interest is payable semi-annually on April 15 and
Oct. 15 of each year, beginning on April 15, 2011, to holders of
record at the close of business on April 1 or Oct. 1, as the case
may be, immediately preceding each that interest payment date.
The Senior Notes Indenture contains restrictive covenants that
limit among other things, the ability of Hovnanian and certain of
its subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase common and preferred stock, make other
restricted payments, including investments, sell certain assets,
incur liens, consolidate, merge, sell or otherwise dispose of all
or substantially all of its assets and enter into certain
transactions with affiliates.  The Senior Notes Indenture also
contains customary events of default which would permit the
holders of the Senior Notes to declare those Senior Notes to be
immediately due and payable if not cured within applicable grace
periods, including the failure to make timely payments on the
Senior Notes or other material indebtedness, the failure to
satisfy covenants and specified events of bankruptcy and
insolvency.

                   Tangible Equity Units Offering

Also on Feb. 9, 2011, Hovnanian and K. Hovnanian completed an
underwritten public offering of an aggregate of 3,000,000 7.25%
Tangible Equity Units, and on Feb. 14, 2011, Hovnanian and K.
Hovnanian issued an additional 450,000 Units pursuant to the over-
allotment option granted to the underwriters as provided in the
underwriting agreement, among Hovnanian, K. Hovnanian and the
Subsidiary Guarantors, and Credit Suisse Securities (USA) LLC,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and
the several other underwriters named therein.

Each Unit initially consists of (i) a prepaid stock purchase
contract, which will be settled against by Hovnanian by delivery
of a number of shares of Hovnanian's Common Stock to be determined
pursuant to the Purchase Contract Agreement and (ii) a senior
subordinated amortizing note due Feb. 15, 2014 which has an
initial principal amount of $4.526049 per Amortizing Note, bears
interest at a rate of 12.072% per annum, and has a scheduled final
installment payment date of Feb. 15, 2014.  Each Unit may be
separated into its constituent Purchase Contract and Amortizing
Note after the initial issuance date of the Units, and the
separate components may be combined to create a Unit.

In connection with the issuance of the Units, Hovnanian and K.
Hovnanian entered into a Purchase Contract Agreement, dated as of
Feb. 9, 2011, with Wilmington Trust Company, as purchase contract
agent, as trustee under the Amortizing Notes Indenture and as
attorney-in-fact for the holders of the Purchase Contracts from
time to time.  Unless settled earlier, on Feb. 15, 2014, each
Purchase Contract will automatically settle and Hovnanian will
deliver a number of shares of Common Stock based on the applicable
market value, which is the average of the closing prices of the
Common Stock on each of the 20 consecutive trading days beginning
on, and including, the 23rd scheduled trading day immediately
preceding Feb. 15, 2014, as follows:

     * if the applicable market value equals or exceeds the
       threshold appreciation price, which is approximately $5.25,
       holders will receive 4.7655 shares;

     * if the applicable market value is greater than $4.30 but
       less than the threshold appreciation price, holders will
       receive a number of shares having a value, based on the
       applicable market value, equal to $25; and

     * if the applicable market value is less than or equal to
       $4.30, holders will receive 5.8140 shares.

At any time prior to the third scheduled trading day immediately
preceding Feb. 15, 2014, the holder of a Purchase Contract may
settle its purchase contract early, and Hovnanian will deliver
4.7655 shares of Common Stock.  In addition, if a "fundamental
change" occurs and the Purchase Contract holder elects to settle
its Purchase Contract early in connection with such fundamental
change, that holder will receive a number of shares of Common
Stock based on the fundamental change early settlement rate, as
described in the Purchase Contract Agreement.  Hovnanian may elect
to settle all, but not less than all, outstanding Purchase
Contracts prior to Feb. 15, 2014 at the "early mandatory
settlement rate", upon a date fixed by Hovnanian upon not less
than five business days' notice.  Except for cash in lieu of
fractional shares, the Purchase Contract holders will not receive
any cash distributions under the Purchase Contracts.

In order to preserve the tax treatment of Hovnanian's net
operating loss carryforwards under the Internal Revenue Code of
1986, as amended, beneficial owners of Units and any separate
Purchase Contracts will be subject to both a beneficial ownership
limitation and a settlement limitation each as described in the
Purchase Contract Agreement.  In addition, holders of Common
Stock, will be subject to both Hovnanian's stockholder rights plan
and the transfer restrictions of Hovnanian's amended Certificate
of Incorporation, each as further described in the Registration
Statement, and the prospectus supplement relating to the offering
of the Units dated Feb. 3, 2011 to the prospectus contained
therein dated Jan. 28, 2011.

In connection with the issuance of the Amortizing Notes, which are
a component of the Units, K. Hovnanian and Hovnanian, as
guarantor, entered into Indenture, dated as of Feb. 9, 2011 with
Wilmington Trust Company, as trustee, and a First Supplemental
Indenture, with the Subsidiary Guarantors and the Trustee.

Amortizing Notes Supplemental Indenture, the Amortizing Notes are
guaranteed by Hovnanian and the Subsidiary Guarantors.  On each
Feb. 15, May 15, Aug. 15 and Nov. 15, commencing on May 15, 2011,
K. Hovnanian will pay holders of Amortizing Notes equal quarterly
cash installments of $0.453125 per Amortizing Note, which cash
payment in the aggregate will be equivalent to 7.25% per year with
respect to each $25 stated amount of Units.  Each installment will
constitute a payment of interest and a partial repayment of
principal on the Amortizing Note, allocated as set forth in the
amortization schedule provided in the Amortizing Notes
Supplemental Indenture.  If Hovnanian elects to settle the
Purchase Contracts early, holders of the Amortizing Notes will
have the right to require K. Hovnanian to repurchase such holders'
Amortizing Notes, except in certain circumstances as described in
the Amortizing Notes Indenture.

The Amortizing Notes Indenture contains customary events of
default which would permit the holders of the Amortizing Notes to
declare those Amortizing Notes to be immediately due and payable
if not cured within applicable grace periods and subject to the
subordination provisions described in the Amortizing Notes
Indenture, including the failure to make timely payments on the
Amortizing Notes or other material indebtedness, the failure to
satisfy covenants and specified events of bankruptcy and
insolvency.

The Amortizing Notes Indenture also contains restrictive covenants
that limit among other things, the ability of Hovnanian and
certain of its subsidiaries, including K. Hovnanian, to incur
subordinated indebtedness unless such indebtedness is subordinate
to or pari passu with the obligations of K. Hovnanian, Hovnanian
and the Subsidiary Guarantors under the Amortizing Notes and the
guarantees thereof, and to consolidate, merge, sell or otherwise
dispose of all or substantially all of its assets.

Hovnanian has applied to list the Units on the New York Stock
Exchange, subject to satisfaction of its minimum listing standards
with respect to the Units.  If the Units are approved for listing,
Hovnanian expects trading on the New York Stock Exchange to begin
within 30 calendar days after the date of original issuance of the
Units. However, Hovnanian will not initially apply to list the
separate purchase contracts or the separate amortizing notes on
any securities exchange or automated inter-dealer quotation
system.

The sale of the Shares, the Senior Notes and the Units was made
pursuant to the Registration Statement and the prospectus
supplements, dated Feb. 3, 2011, to the prospectus contained
therein dated January 28, 2011.

The proceeds from the issuances of the Shares, the Senior Notes
and the Units were used to fund the purchase, on Feb. 14, 2011, of
certain of K. Hovnanian's senior and senior subordinated notes in
tender offers for any and all of such notes as follows: $24.6
million aggregate principal amount of 8% Senior Notes due 2012,
$44.1 million aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2012 and $29.2 million aggregate principal
amount of 7 3/4% Senior Subordinated Notes due 2013.  The tender
offers will remain open until 12:00 midnight, New York City time,
on Feb. 28, 2011.  Also on Feb. 14, 2011, K. Hovnanian called for
redemption all Tender Offer Notes that are not tendered in the
tender offers.  Such redemptions will be funded with the proceeds
from the offerings of the Shares, the Senior Notes and the Units.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at Oct. 31, 2010, showed $1.82 billion
in total assets, $2.15 billion in total liabilities, and a
stockholders' deficit of $337.94 million.

                           *     *     *

As reported in Feb. 3, 2011 edition of the TCR, Fitch Ratings
has assigned a 'C/RR6' rating to Hovnanian Enterprises, Inc.'s
proposed offering of $150 million of senior unsecured notes due
2015.  The issue will be ranked on a pari passu basis with all
other senior unsecured debt.

As reported by the TCR on February 2, 2011, Moody's Investors
Service assigned a Caa2 rating to Hovnanian Enterprises' proposed
$150 million senior unsecured note offering due 2015, proceeds of
which will be used to retire a like amount of existing senior
unsecured and senior subordinated notes.  At the same time,
Moody's affirmed the company's Caa1 corporate family and
probability of default ratings, B1 rating on the first
lien senior secured notes, Caa1 rating on the second and third
lien senior secured notes, Caa2 rating on the senior unsecured
notes, Ca rating on the preferred stock, and SGL-3 speculative
grade liquidity rating.  The Caa3 rating on the existing senior
subordinated notes will be withdrawn upon repayment with the
proceeds of this offering.  The outlook remains negative.

As reported in the Sept. 16, 2010 edition of the TCR, Standard
& Poor's Ratings Services affirmed its 'CCC+' corporate credit
ratings on Hovnanian Enterprises Inc., and its subsidiary, K.
Hovnanian Enterprises Inc.  S&P also affirmed its ratings on the
companies' debt and preferred stock.  S&P revised its outlooks on
the companies to negative from developing.

"Our rating on Hovnanian reflects the company's very weak credit
metrics, including an over-leveraged balance sheet, and its
expectation that a return to profitability is likely beyond 2011,"
said Standard & Poor's credit analyst George Skoufis.
"Profitability could be delayed further if the struggling housing
recovery continues to face hurdles."


IMPLANT SCIENCES: Incurs $15.52 Million Net Loss in Fiscal 2010
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended June 30, 2010.  The Company reported a net loss of
$15.52 million on $3.47 million of revenue for the year ended June
30, 2010, compared with a net loss of $12.75 million on $8.74
million of revenue during the prior year.

The Company's balance sheet at June 30, 2010 showed $4.96 million
in total assets, $30.10 million in total liabilities and $25.14
million in total stockholders' deficit.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73ab

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.


IMPLANT SCIENCES: Notifies Late Filing of Dec. 31 Form 10-Q
-----------------------------------------------------------
Implant Sciences Corporation related that in view of the delays
experienced in preparing the its Annual Report on Form 10-K for
the year ended June 30, 2010, the Company was unable, without
unreasonable effort and expense, to prepare its accounting records
and schedules in sufficient time to enable its independent
registered public accounting firm to complete its review of the
Company's financial statements to be contained in its Quarterly
Report on Form 10-Q for the period ended December 31, 2010 on or
prior to the prescribed filing date of Feb. 14, 2011.  It is
anticipated that the Form 10-Q, along with the unaudited financial
statements, will be filed soon as the Company has completed its
records and schedules and the Company's independent registered
public accounting firm have completed their review of the
Company's financial statements.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company's balance sheet at June 30, 2010 showed $4.96 million
in total assets, $30.10 million in total liabilities and $25.14
million in total stockholders' deficit.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.


INNKEEPERS USA: Some Discovery Permitted for March 8 Trial
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Shelley C. Chapman in charge of
the Chapter 11 case of Innkeepers USA Trust laid down rules
governing discovery leading up to the two-day hearing starting
March 8 on auction procedures and approval of agreements
underlying the new reorganization proposal.

According to the report, Judge Chapman forbade Appaloosa
Management LP, the unofficial preferred shareholders' committee
and bondholders from inquiring into the relationship between Five
Mile Capital Partners LLC and Midland Loan Services Inc., the
special servicer for $825 million in fixed-rate mortgages.  The
objectors also can't inquire into negotiations solely among
Midland, Lehman Ali Inc., and Five Mile.  Lehman Ali is a
subsidiary of Lehman Brothers Holdings Inc.

On the other hand, Judge Chapman, Mr. Rochelle relates, is
allowing objectors to demand production of documents and the
taking of testimony explaining how the deal ended up with a
requirement that any other bidder must offer to pay Lehman
$200.3 million.  Objectors can also ask why it was agreed that the
current owner, Apollo Investment Corp., would be released from a
guarantee to insure completion of improvements on the properties.

                       Five Mile-Lehman Plan

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Judge Chapman will convene hearings on March 8 and 9 to
consider approval of agreements outlining a reorganization
structure for Innkeepers USA Trust.  At the hearing, Judge Chapman
will also consider approval of an auction process to test whether
anyone will top the stalking-horse bid by Five Mile Capital
Partners and Lehman Ali Inc. to bankroll Innkeepers' exit and turn
the Company over to creditors.

The TCR, citing Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported on Jan. 19 that the Lehman Ali and Five
Mile-sponsored Plan will reduce debt by $400 million.  Under the
Plan:

   * Five Mile and Lehman Ali, together will provide
     $174.1 million of equity capital and convert $200.3 million
     of debt into equity.  Five Mile is the provider of
     $53 million in secured financing for the Chapter 11 case, and
     Lehman is the holder of $238 million in floating-rate
     mortgages on 20 of Innkeepers' 72 properties.

   * Midland Loan Services Inc., as servicer for $825 million of
     fixed-rate mortgage debt on 45 properties, will emerge from
     Chapter 11 with mortgages for $622.5 million on revised
     terms.

   * Lehman is to receive 50% of the new equity plus $26.2 million
     cash in exchange for all its debt.  The $70.5 million in
     secured loans for the Chapter 11 case will be paid in full.
     Midland is supplying debt financing for Lehman's commitment.

   * Unsecured creditors are being offered $2.5 million cash if
     the class votes for the plan.  Secured lenders' deficiency
     claims will not participate in the distribution to unsecured
     creditors.  Also, preference suits against unsecured
     creditors will be waived.

   * Holders of the 8% preferred stock are offered $5.9 million
     cash plus the right to be co-investors for 2% of the new
     equity.

   * Holders of mortgages on 69 of 72 properties will be paid in
     full or have the mortgages modified consensually.

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INT'L STORYTELLING: BofA Will Let Go of Claims in NSF Proceeds
--------------------------------------------------------------
The Knoxville News Sentinel reports that the International
Storytelling Center has reached an agreement with Bank of America,
a creditor, regarding BofA's release of its claim to any interest
in National Storytelling Festival proceeds, along with grants and
donations to the Jonesborough, Tennessee-based organization.
Income from the ISC's gift shop inventory will be subject to a
lien on assets filed by creditors.  Lawyer Mark Dessauer, who
represents the ISC, said in hearing before the bankruptcy court
that the agreement "was a result of discussion with opposing
parties" and will be formalized soon.

According to News Sentinel, the ISC listed net income of $45,694
in January.  Its debts exceed $3 million.

The report relates that court documents filed by the ISC said that
up to 15% of income comes from registration sales for the 2011
storytelling festival, and another 10% to 15% is derived from gift
shop sales, teller-in-residence tickets and rental income.

                       Dispute With NSN

International Storytelling Center has a contract with the National
Storytelling Network that splits the gross proceeds from ISC's
storytelling festival in Jonesborough, Tennessee, every October.

The ISC and NSN were once part of the same organization, but split
in 1998 in a dispute over creative priorities.  The ISC oversees
the annual festival and International Storytelling Center in
Jonesborough, while the NSN became a member-driven organization
"dedicated to the art of storytelling."

The contract over the last decade has generated almost
$1.9 million for the NSN.  ISC has filed a motion asking the
bankruptcy court to reject the agreement.

                     ISC's Chapter 11 filing

Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010.  Judge Marcia Phillips Parsons
presides over the case.  Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor.  The Debtor both estimated assets
and debts between $1 million and $10 million.
INT'L STORYTELLING: Files Motion to Scrap NSN Contract
------------------------------------------------------
The Knoxville News Sentinel reports that the International
Storytelling Center filed a motion last week seeking to void
contracts with the National Storytelling Network.

According to the Sentinel report, the contracts cover
restructuring when the two groups split in 1998 and the division
of revenues from the annual storytelling festival.  The agreement
funnels 18% of the gross revenues from the annual storytelling
festival to the NSN.  The NSN has received nearly $1.9 million in
the last 10 years, and the ISC "can no longer remain financially
sustainable" if the contract remains in place, the Sentinel quotes
Jimmy Neil Smith, festival founder and ISC executive director, as
stating.

The Sentinel relates that Jonesborough-based NSN has no intention
of voiding the agreement.  "We're going to fight that because it's
a lot of money," NSN Treasurer Bob Johnson said earlier this
month.

The NSN continues to share in festival revenues "but has failed in
its mission to enhance ISC through membership and related
services," the ISC said in papers filed with the bankruptcy court.

                         About the ISC

Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010.  Judge Marcia Phillips Parsons
presides over the case.  Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor.  The Debtor both estimated assets
and debts between $1 million and $10 million.


ISE CORP: Sells Most Assets for $3.72 Million
---------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California authorized ISE Corporation to sell
substantially all of its assets to the purchasing transaction
parties for $3,721,000.

The purchasing transaction parties include:

   -- Bluways USA, Inc., will purchase substantially all of the
      Debtor's assets for $2,035,000 in cash and $200,000 in note,
      and the accounts receivables for $425,000;

   -- Maxwell Technologies, Inc., has offered to buy the
      settlement with Maxwell for $250,000 in cash;

   -- Transportation Power, Inc., will purchase certain equipment
      for $35,000 in cash; and

   -- New Flyer Industries Canada ULC, as designee, will buy
      certain assets constituting inventory described as Electric
      System Components for $300,000 cash, and the settlement with
      New Flyer Entities for $476,000 cash.

The settlement reached between Maxwell and the Debtor relates to a
release of claims and a license to use certain intellectual
property only through the closing of the sale of the assets being
acquired by Bluways in exchange for $250,000.

The New Flyer Settlement Agreement includes the grant of a license
by Bluways to the New Flyer Entities in certain intellectual
property pursuant to that certain IP License Agreement.

The Court determined that the sale transaction as a whole, and for
each of its component parts, constitutes the highest and most
certain offer for the assets, that Bluways, Maxwell,
Transportation, and New Flyer Entities are, collectively, the
successful bidders for the assets.

The sale transaction will be free and clear of liens, claims, and
interests.

Bluways USA is a division of Bluways NV in Belgium.

Cabrillo Advisors LLC was the investment banker for ISE along with
SSG Capital Advisors LLC.

                       About ISE Corporation

ISE Corporation, a California corporation, fka ISE Research
Corporation, is the operating subsidiary of Ise Limited.  ISE Corp
-- http://www.isecorp.com/-- makes drive train systems for
hybrid gasoline/electric buses.  Established in 1995, ISE is
headquartered in San Diego, California.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10-
14198).  Marc J. Winthrop, Esq., at Winthrop Couchot Professional
Corp, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and its debts
at $10 million to $50 million as of the Petition Date.


JAMES HOWARD WINSLOW: Court Denies Substantive Consolidation
------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of the
Official Committee of Unsecured Creditors of Tanglewood Farms,
Inc., to consolidate the chapter 11 cases of Tanglewood Farms,
Inc. of Elizabeth City, and James Howard Winslow, and Billie Reid
Winslow.

Judge Leonard held that a significant number of creditors are
unique to each debtor and as a result of this divergence of
creditor claims, the creditors in the Winslow case will be
significantly prejudiced by a consolidation of the two debtors'
assets and liabilities.  The amount is substantial, with close to
$2 million in claims present in the Tanglewood case that are not
present in the Winslow case.  Consolidation in this instance will
result in significant dilution of the claims by forcing the
creditors of the Winslows to "share on a parity with creditors of
a less solvent debtor," Tanglewood.

Meherrin Agricultural & Chemical Company and C.A. Perry & Son,
Inc. separately objected to the Committee's motion for substantive
consolidation.  Meherrin and C.A. Perry asserted that substantive
consolidation is not in the best interests of the unsecured
creditors, collectively.

A copy of Judge Leonard's Feb. 18, 2011 order is available at
http://is.gd/dZf3fDfrom Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


JAVO BEVERAGE: Court Sets March 24 as Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
March 24, 2011, at 5:00 p.m. (PT), as the deadline for creditors
of Javo Beverage Company Inc. to file proofs of claim.

Deadline for governmental units to file proofs of claim is on July
25, 2011, at 5:00 p.m.

All proofs of claim must be delivered at:

  Javo Beverage Co.
  Claims Processing Center
  c/o Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, California 90245

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.


JAVO BEVERAGE: Taps Allen Matkins as General Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today on Javo Beverage Company Inc.'s
application to employ Allen Matkins Leck Gamble Mallory & Natsis
LLP as its general bankruptcy counsel.

The firm has agreed to:

   a) counsel the Debtor with regard to its rights and obligations
      as debtor in possession;

   b) perform all necessary services as the Debtor's bankruptcy
      counsel, including, without limitation, providing the Debtor
      with advice, representing the Debtor, and preparing
      necessary documents on behalf of the Debtor in the areas of
      restructuring and bankruptcy;

   c) take all necessary actions to protect and preserve the
      Debtor's estate during this chapter 11 case, including the
      prosecution of actions by the Debtor, the defense of any
      actions commenced against the Debtor, negotiations
      concerning litigation in which the Debtor is involved, and
      objecting to claims filed against the estate;

   d) prepare or coordinate preparation on behalf of the Debtor,
      as debtor in possession, necessary motions, applications,
      answers, orders, reports, and papers in connection with the
      administration of the chapter 11 case; and

   e) represent the Debtor, in coordination with Morris, Nichols,
      Arsht & Tunnell LLP, as bankruptcy co-counsel, at hearings
      on matters pertaining to its affairs as debtor in
      possession;

The firm will be paid based on the hourly rates of its
professionals:

      Designations       Hourly Rates
      ------------       ------------
      Partners           $465 to $780
      Associates         $270 to $585
      Paraprofessionals  $185 to $260

Debra Riley, Esq., will have primary responsibility for this
matter on behalf of Allen Matkins.  Ms. Riley's current hourly
rate is $515.

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

                        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.


JAVO BEVERAGE: US Trustee Forms 3-Member Creditors' Committee
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Javo Beverage Company Inc.

The members of the Committee are:

   1) Janice H. Baker
      3 Lochmoor Lane
      Newport Beach, California 92260
      Tel: 949-760-8125
      Fax: 949-644-1608

   2) Roger Levander
      1452 Foxtrotter Road
      Norco, California 92860
      Tel: 949-433-1009
      Fax: 951-479-5526

   3) Mitsui Foods, Inc.
      Attn: Mark S. Sims
      35 Maple Street
      Norwood, New Jersey 07648
      Tel: 201-750-2904
      Fax: 201-750-0152

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 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.


JOSEPH P. HAYES: Surflight Theatre in Chapter 11
------------------------------------------------
Donna Weaver at pressofAtlanticCity.com reports that Surflight
Theatre is in Chapter 11 in order to restructure its finances and
stabilize and rebuild its future.

According to the report, the theater's greatest financial obstacle
is its $4 million debt burden, which has depleted its cash
reserves.  Since October, when announcing its financial
difficulties and call for help to the public, Surflight Theatre
has raised over $350,000 in donations as part of the "Save The
Surflight" fundraising campaign.

A five-person advisory team made up of individuals with experience
in entertainment, business and finance have been working for the
last six months reviewing every viable option and has reported the
bankruptcy recommendations to Surflight Theatre's Board of
Trustees, the news release stated.

"This outpouring of community support has been essential in
dealing with the financial struggle to this point.  We are
grateful to everyone for their efforts and donations over these
past few months.  We are very encouraged by what the future holds
for Surflight, and in turn, we urge everyone to continue
supporting the theatre by making a tax-deductible donation," newly
elected Board President Lance Wimmer was quoted as stating.

                        About Joseph P. Hayes

Surflight Theatre -- http://www.surflight.org/-- is a local
professional theatre in Beach Haven, New Jersey

Joseph P. Hayes Theatre, Inc., doing business as Surflight Theatre
filed a Chapter 11 petition (Bankr. D. N.J. Case No. 11-14224) on
Feb. 15, 2011.  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
serves as counsel to the Debtor.
The Debtor estimated assets of $50,001 to $100,000 and debts of
$1,000,001 to $10,000,000.

The Feb. 18 edition of the Troubled Company Reporter published a
case summary for Joseph P. Hayes.


KH FUNDING: Files Schedules of Assets And Liabilities
-----------------------------------------------------
KH Funding Company filed with the U.S. Bankruptcy Court for the
District of Maryland its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                $3,186,210
  B. Personal Property           $29,291,632
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,030,056
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $81,573
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,702,217
                                ------------     ------------
        TOTAL                    $32,477,842      $43,813,846

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?73a9

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com --
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W.
Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.



KH FUNDING: Taps Kollman & Saucier for Foreclosure
--------------------------------------------------
KH Funding Company asks the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Kollman & Saucier, P.A. as special counsel.

The Debtor requires the assistance of counsel to foreclose on the
properties securing such defaulted loans and, where necessary,
obtain relief from the automatic stay in a defaulting borrower's
bankruptcy case to enable the Debtor to foreclose.  Prior to
the bankruptcy filing, the Debtor employed the firm to pursue
foreclosure with respect to Maryland real properties securing
repayment of defaulted loans.

The firm's fees will be based on its standard hourly rates.  The
firm has informed the Debtor that the hourly rate of Sarah E.
Longson, Esq., is $325, and that she will be assisted by legal
assistants with hourly rates of $90, and associate attorneys,
whose hourly rates range from $215 to $275.

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

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com --
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W.
Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


LEHR CONSTRUCTION: Files for Chapter 11 in Manhattan
----------------------------------------------------
Lehr Construction Corp. filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-10723) in Manhattan on Feb. 21, 2011,
estimating $10 million to $50 million.

Frederick Coffey, president of the Debtor, said in a court filing
that several external and internal factors recently have severely
impacted the Debtor, thus prompting the near-term liquidity
pressures that precipitated the decision to commence the
chapter 11 case.

He says that over the last two years, the decline in the real
estate market and the tightening of the credit markets have had a
significant adverse impact on the real estate market in general,
and the interior construction and renovation business in
particular.

The Debtor also recently has experienced operational challenges,
which have adversely impacted the performance of its interior
construction and renovation business.  Chiefly, the District
Attorney of New York County has investigated the Debtor as part of
a larger investigation of the interior construction industry. This
investigation has irreparably harmed the Debtor's ability to
attract and retain new clients.

"The goal of this chapter 11 process will be the development of a
business plan that will outline an orderly process for the
completion of the Debtor's current construction projects and wind-
down of the Debtor's business. An orderly wind-down plan will
allow the Debtor to focus its resources on completing its current
projects for its clients in the timely, cost-effective, and high
quality manner that it is known for," Mr. Coffey states.

The Debtor believes that the strategies and goals established
during this process will provide for a greater return to its
creditors than a chapter 7 liquidation or any other alternative
wind-down processes.

                          The Business

Lehr Construction was founded in 1979 and has evolved from a small
entrepreneurial business to one of the most respected builders in
New York.  Lehr specializes in interior construction and serves
clients mainly throughout the New York metropolitan area. T he
Debtor's headquarters is located in New York City, and it
maintains a warehouse facility in Woodhaven, New York.

Some of Lehr's recent projects include: (i) a headquarters
installation for Ernst & Young encompassing 1.1 million square
feet on thirty-seven floors at 5 Times Square, which included the
build-out of general and executive offices, a law library, a
cafeteria, a conference center, and data room; and (ii) a
headquarters installation for Skadden Arps Slate Meagher & Flom
encompassing 660,000 square feet on twenty-four floors at 4 Times
Square, the scope of which included offices, a law library, high-
density file storage, conference rooms, computer rooms, and IDF
closets.

The Debtor currently employs approximately 139 employees, of which
approximately 43 are union employees and are paid on an hourly
basis and 96 are salaried employees.

The Debtor owes its trade vendors approximately $20 million as of
February 16, 2011, which is substantially comprised of outstanding
payments to its sub-contractors.

The Debtor attained gross revenue of approximately $238 million in
fiscal year 2010 (year ending July 31, 2010), which represents a
decline from fiscal year 2009's gross revenue of approximately
$385 million.  Current gross revenue projections for fiscal year
2011 (year ending July 31, 2011) are approximately $100 million.

The Debtor's net operating income for fiscal year 2009 was $1.5
million.  The Debtor's net operating loss for fiscal year 2010 was
$3.6 million.

                      The Chapter 11 Case

The Debtor has filed customary "first day" motions, including
requests for permission to pay prepetition wages, pay prepetition
taxes, and continue its workers' compensation program and
insurance programs.

James A. Beldner, Esq., at Cooley LLP, in New York, serves as
counsel to the Debtor in the Chapter 11 case.


LEHR CONSTRUCTION: Case Summary & 45 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lehr Construction Corp.
        902 Broadway
        New York, NY 10010

Bankruptcy Case No.: 11-10723

Chapter 11 Petition Date: February 21, 2011

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

Debtor's Counsel: James A. Beldner, Esq.
                  COOLEY LLP
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 479-6086
                  Fax: (212) 479-6275
                  E-mail: jbeldner@cooley.com

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

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

The petition was signed by Frederick Coffey, president.

Debtor's List of 45 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capital One Bank                   Bank Letter of       $3,000,000
99 Smithtown Bypass - 2nd Floor    Credit
Hauppauge, NY 11788

Robert B. Samuels Inc.             Sub-contractor       $2,197,067
253 West 35th Street, 5th Floor
New York, NY 10001

Superior Acoustics Inc             Sub-contractor       $1,693,720
148 Madison Avenue, Suite 600
New York, NY 10016

Marlin Inc.                        Sub-contractor       $1,028,282
352 7th Avenue, Suite 900
New York, NY 10001

Rockmor Electric Enterprises       Sub-contractor         $697,428
1042 39th Street
Brooklyn, NY 11219

Rimi Woodcraft Corp.               Sub-contractor         $642,082
1185 Commerce Avenue
Bronx, NY 10462

BP Mechanical Corp.                Sub-contractor         $541,971
83-40 72nd Drive
Glendale, NY 11385

ESS & VEE Corp.                    Sub-contractor         $462,693
23-30 50th Avenue
Lic, NY 11101

Nastasi & Associates, Inc.         Sub-contractor         $436,258
500 Wheeler Avenue
Hauppauge, NY 11788

RG Glass Creations, Inc            Sub-contractor         $428,726
180 Varick Street, Suite 1218
New York, NY 10014

PJ Mechanical Corp.                Sub-contractor         $387,300
135 West 18th Street
New York, NY 10011

Par Plumbing Co., Inc.             Sub-contractor         $351,115
60 North Prospect Avenue
Lynbrook, NY 11563

Checker Glass Corp.                Sub-contractor         $332,075
5 Commercial Avenue
Garden City, NY 11530

Consolidated Carpet Workroom       Sub-contractor         $332,069
455 Washington Avenue
Carlstadt, NJ 07072

Commercial Electric                Sub-contractor         $313,569
10-28 47th Avenue
Lic, NY 11101

Albert Pearlman Inc.               Sub-contractor         $299,878
60 E. 42nd Street
New York, NY 10165

George Breslaw Plumbing            Sub-contractor         $292,512
559 West 45th Street
New York, NY 10036

Wilkstone LLC                      Sub-contractor         $282,284
128 19th Avenue
Paterson, NJ 07513

Quantum Electric Corporation       Sub-contractor         $276,810
36-24 34th Street
Lic, NY 11106

Midtown Contracting Corp.          Sub-contractor         $269,911
589 8th Avenue, 17th Floor
New York, NY 10018

Linear Technologies                Sub-contractor         $254,151
27 West 24th Street, 2nd Floor
New York, NY 10010

Nead Electric, Inc.                Sub-contractor         $247,544

Burgess Steel Erectors NY          Sub-contractor         $247,360

Mac Felder                         Sub-contractor         $240,647

Capital Cooling Systems, LLC       Sub-contractor         $238,877

JT Roselle Lighting Inc.           Sub-contractor         $238,584

Venmar- Mammoth Inc.               Sub-contractor         $218,500

React Industries, Inc.             Sub-contractor         $202,895

W5 Group LLC                       Sub-contractor         $201,102

Cord Contracting Co. Inc.          Sub-contractor         $187,726

Cooper Electric Supply Co.         Sub-contractor         $173,465

HB Communications Inc.             Sub-contractor         $172,132

Godsell Construction Corp.         Sub-contractor         $171,889

Henick-Lane Inc.                   Sub-contractor         $168,693

ABCO-Peerless Sprinkler Corp.      Sub-contractor         $161,350

Eurotech Construction Corp.        Sub-contractor         $159,113

US Information Systems Inc.        Sub-contractor         $155,744

Patella Woodworking Corp.          Sub-contractor         $149,407

Cirocco & Ozzimo Inc.              Sub-contractor         $146,311

Weinstein & Holtzman Inc.          Sub-contractor         $145,217

TM & M Mechanical Corp.            Sub-contractor         $136,103

Baring Industries                  Sub-contractor         $133,918

Empire Architectural Metal & Glass Sub-contractor         $133,011

Metropolitan/NJS                   Sub-contractor         $123,846

Liberty Contracting Corp.          Sub-contractor         $115,241


LIGHTHOUSE BAPTIST: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lighthouse Baptist Church of Columbia
        P.O. BOX 736
        Columbia, TN 38401

Bankruptcy Case No.: 11-01626

Chapter 11 Petition Date: February 21, 2011

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: George C. Paine, II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $1,104,731

Scheduled Debts: $774,732

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb11-01626.pdf

The petition was signed by Dave Baker, pastor


LTAP US: Court Denies Priming DIP Financing From Monarch
--------------------------------------------------------
Bankruptcy Judge Kevin Gross denied LTAP US, LLLP's (1) Motion for
an Order Authorizing the Debtor's Use of Cash Collateral), and (2)
Emergency Motion for Post-Petition Secured Financing; and granted
the Motion of Wells Fargo Securities, LLC and Wells Fargo Bank,
N.A. for Relief from the Automatic Stay.

The parties' requirement for an immediate decision on the Motions
will necessitate a summary ruling.  According to Judge Gross, the
Court's decision may be viewed by some as a harsh result,
particularly at an early stage of the case.  It is clear from the
evidence, however, that a wait, watch and hope approach to the
case would place Wells Fargo at increasing risk with little or no
benefit to the Debtor.  It has to mean something to be a fully
secured lender.  The priming DIP financing would mean a deeper
debt without a reasonable likelihood of success and would hurt
Wells Fargo without helping the Debtor.

Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool
US, LLLP, is a Delaware limited liability limited partnership with
eight limited partners that are each investment funds organized
under German law.  It invests in, manages and arranges for the
servicing of life insurance policies.  It acquires previously
issued life insurance policies from policyholders who want to sell
their life insurance policies.  The industry which deals with such
ownership and acquisitions is know as the "Life Settlement
Industry."  The Debtor makes its money from policy maturities
(i.e., the deaths of the insureds).  The Debtor has been facing
serious difficulties because it has been unable to sell policies
or bundles of policies at a profit and does not have funds to
purchase additional policies.

The Debtor presently owns 409 policies on 313 lives.  The
aggregate death benefits at the maturities are roughly
$1.36 billion.  The Debtor has no other significant assets.  The
Debtor must maintain the policies by paying the premiums, which it
pays on a monthly basis.  The Debtor estimates that all of its
policies will lapse by March or April 2011, unless it has the cash
to pay the premiums.  The Court's order indicated that the Debtor
presently has less than $9,000 in cash.

Wells Fargo is the Debtor's secured lender under a $224 million
Loan and Security Agreement, dated June 30, 2008.  The parties
have agreed that Wells Fargo has valid liens on all of the
Debtor's assets, including the life insurance policies.  The
parties have stipulated that the outstanding amount due as of the
petition date was $230,757,674.48.  The Debtor claims to have
roughly $7.6 million in unsecured debt, much of which is due to
insiders.

The Debtor filed its chapter 11 case (Bankr. D. Del. Case No.
10-14125) on Dec. 22, 2010, after Wells Fargo declared the Wells
Fargo Agreement had terminated.  The Office of the United States
Trustee has not appointed a creditors committee.  The Debtor
estimated assets and debts at $100 million to $500 million.

Premium payments of $9 million were due by Feb. 22, 2011, or the
Debtor would lose policies with death benefits of roughly $297
million.  The Debtor has virtually no cash with which to make the
payment or the premium payments which are coming due soon.  The
Debtor does not presently have any financing, but is seeking such
financing through the DIP Motion, whereby the Debtor seeks
authority to borrow $21,150,000 on an interim basis and a total of
$40 million on a final basis from Monarch Alternative Capital LP.
Among other terms of the proposed DIP Loan, Monarch requires its
loan to prime Wells Fargo's liens.

A copy of the Court's February 18, 2011 memorandum order is
available at http://is.gd/yqTtMtfrom Leagle.com.

The Debtor is represented by:

          Adam G. Landis, Esq.
          Kerri K. Mumford, Esq.
          LANDIS RATH & COBB LLP
          919 Market Street, Suite 1800
          P.O. Box 2087
          Wilmington, DE 19899
          Telephone: (302) 467-4400
          Facsimile: (302) 467-4450
          E-mail: info@lrclaw.com

Counsel for Wells Fargo Securities LLC and Wells Fargo Bank,
N.A., is:

          Richard W. Riley, Esq.
          DUANE MORRIS LLP
          222 Delaware Avenue, Suite 1600
          Wilmington, DE 19801-1659
          Telephone: 302-657-4928
          Facsimile: 302-397-0801
          E-mail: RWRiley@duanemorris.com


MAJESTIC STAR: Plan Exclusivity Stretched to March 10
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as an insurance policy, Majestic Star Casino LLC was
granted an extension until March 31 of the exclusive right to
propose a Chapter 11 plan.  The confirmation hearing for approval
of Majestic Star's plan is scheduled for March 10.

                        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.


MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mountain City Sprinkler Co., LLC
        2001 Crutchfield Street
        Chattanooga, TN 37406

Bankruptcy Case No.: 11-10907

Chapter 11 Petition Date: February 20, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  744 McCallie Avenue, Suite 520
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

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/tneb11-10907.pdf

The petition was signed by B.R. Splawn, CEO.


MPF HOLDINGS: Trustee May Appeal Directly to Fifth Circuit
----------------------------------------------------------
Counsel for numerous parties heavily negotiated the language in
the confirmed plan for MPF Holdings US LLC, not the least of which
was counsel for the Debtors and counsel for the unsecured
creditors' committee.  After confirmation, Jeff Compton, the
trustee for the litigation trust established under the Plan,
brought numerous suits against multiple entities to recover
alleged preferential transfers.  Aker Pusnes AS, one of the
defendants, has filed a motion to enforce the confirmed plan,
arguing that the plan's language forbids such suits; other
defendants have filed joinders supporting the motion.

The Bankruptcy Court held a hearing on Dec. 17, 2010, on all of
these motions, at which time parties introduced certain exhibits
and engaged in oral arguments; no parties adduced testimony.  The
Bankruptcy Court then issued an oral ruling on Jan. 6, 2011,
concluding that: (1) the language in the plan does not satisfy the
standard established by the Fifth Circuit for reserving causes of
action; (2) therefore, the litigation trustee has no standing to
prosecute the suits; and (3) accordingly, the Bankruptcy Court has
no subject matter jurisdiction over these suits, and they must be
dismissed.  On Feb. 11, 2011, the Bankruptcy Court issued a
Memorandum Opinion memorializing this oral ruling.  On Feb. 18,
the Bankruptcy Court issued a second Memorandum Opinion setting
forth: "(i) the facts necessary to understand the question
presented; (ii) the question itself; (iii) the relief sought;
[and] (iv) the reasons why the appeal should be allowed and is
authorized by statute or rule, including why a circumstance
specified in 28 U.S.C. Sec. 158(d)(2)(A)(i)-(iii) exists."
Bankruptcy Rule 8001(f)(3)(C)(i)-(iv).  Bankruptcy Judge Jeff Bohm
concluded that certification for direct appeal to the U.S. Court
of Appeals for the Fifth Circuit is appropriate pursuant to 28
U.S.C. Sec. 158(d)(2)(A)(ii) & (iii).

The Litigation Trustee seeks to have the Aker Order overturned,
which would also allow the Litigation Trustee to re-file the
adversary proceedings seeking to recover the alleged preferential
payments.  To overturn the Aker Order, the Litigation Trustee
seeks a ruling on appeal that the Plan "specifically and
unequivocally" preserves post-confirmation causes of action.  Such
a ruling would confer standing on the Litigation Trustee to
prosecute the adversary proceedings, which in turn means that the
Bankruptcy Court would have subject matter jurisdiction over the
suits.

A copy of Judge Bohm's Feb. 18 memorandum opinion is available
at http://is.gd/qkVPU5from Leagle.com.

                         About MPF Corp.

Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/--
engaged in deep water oil and gas exploration.  The Company was
established on April 25, 2006.  The company and debtor-affiliate
MPF Holding US LLC filed separate petitions for Chapter 11 relief
on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and
08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented
the Debtors as counsel.  MPF estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.  The
Bermuda Proceedings and the Chapter 11 cases in the U.S. ran
as parallel proceedings.

On June 16, 2010, the Court entered an order approving the
Debtors' amended disclosure statement and confirming the Debtors'
amended joint plan of reorganization.  The Plan was declared
effective August 9, 2010.

The Plan provided for the sale of the acquired assets to Cosco
Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the
assignment and purchase agreement.  The essential terms of the
agreement includes: a) a cash payment of $104,000,000 to MPF and
MPF-01 on the closing date, in full; b) assumption of certain
liabilities; and c) release MPF-01 from its obligation to pay the
cure amount under a contract with Cosco.

The Plan allows for the appointment of a litigation trustee to
oversee and administer a post-confirmation litigation trust.  The
purpose of the trust is to liquidate claims to pay allowed
unsecured claims pursuant to the Plan.



NAT'L ENERGY & GAS: Court OKs American Home Assurance Accord
------------------------------------------------------------
Bankruptcy Judge Paul Mannes approved a stipulation resolving
claims filed by American Home Assurance Company against NEGT
Energy Trading-Power, L.P. and NEGT Energy Trading Holdings
Corporation.  A copy of the stipulation dated Feb. 18, 2011, is
available at http://is.gd/xb8Df2from Leagle.com.

American Home Assurance Company is represented in the case by:

          Cynthia E. Rodgers-Waire, Esq.
          WRIGHT CONSTABLE & SKEEN LLP
          100 N. Charles Street, 16th Floor
          Baltimore, MD 21201-3812
          Telephone: 410-659-1310
          Facsimile: 410-659-1350
          E-mail: crodgers-waire@wcslaw.com

Counsel for NEGT Energy TradingP-ower, L.P. and NEGT Energy
Trading Holdings Corporation are:

          Dennis J. Shaffer, Esq.
          WHITEFORD, TAYLOR & PRESTON, LLP
          Seven Saint Paul Street
          Baltimore, MD 21202-1636
          Telephone: 410-347-9437
          Facsimile: 410-223-4337
          E-mail: dshaffer@wtplaw.com

                      About National Energy

Bethesda, Maryland-based National Energy & Gas Transmission Inc.,
fka PG&E National Energy Group Inc. -- http://www.pge.com/--
operated electric generating and natural gas pipeline facilities
and provided energy trading, marketing and risk-management
services.  The Company and six of its affiliates filed for
Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No.
03-30459).  When the Company filed for protection from its
creditors, it listed $7.613 billion in assets and $9.062 billion
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and emerged from bankruptcy on
Oct. 29, 2004.  NEGT's affiliates -- NEGT Energy Trading Holdings
Corp., NEGT Energy Trading - Gas Corporation, NEGT ET Investments
Corp., NEGT Energy Trading - Power, L.P., Energy Services
Ventures, Inc., and Quantum Ventures -- filed their First Amended
Plan and Disclosure Statement on March 3, 2005, which was
confirmed on April 19, 2005.  On Nov. 6, 2006, Judge Mannes
entered a final decree closing Quantum Ventures' Chapter 11 case
with its estate having been fully administered.

NEGT has issued 100% of its equity and $1 billion in notes to its
unsecured creditors -- a diversified group of banks and other
financial institutions.  On June 30, 2005, NEGT made a
distribution, principally as a result of the disallowance of
certain Disputed Class 3 Claims totaling roughly $385 million,
pursuant to the plan to holders of Allowed Class 3 Claims entitled
thereto.  NEGT ceased operations during 2005 and has closed on all
the sales of its major assets.

In January 2005, NEGT closed on the roughly $521 million equity
interest sale of 11 power plants and other assets to Cogentrix
Power Holdings LLC (formerly known as GS Power Holdings II LLC), a
subsidiary of Cogentrix Energy, Inc.

In January 2005, NEGT's USGen New England, Inc. subsidiary closed
on its roughly $656 million sale of three fossil fuel plants to
Dominion.  In March 2005, USGen closed on the roughly $505 million
sale of its hydroelectric generation assets to an affiliate of
TransCanada Corporation.

In November 2004, NEGT closed on the sale of its Gas Transmission
Northwest Corporation subsidiary to TransCanada for $1.7 billion,
which included $500 million of assumed debt.


NAVISTAR INT'L: Ret. Gen. McChrystal Appointed to Board
-------------------------------------------------------
Navistar International Corporation announced that retired General
Stanley A. McChrystal, one of the nation's most accomplished
military leaders, has been named to its board of directors,
effective immediately.

The selection of Gen. McChrystal increases the number of Navistar
board members to 11.  He was appointed to be a member of the
board's finance committee.

Gen. McChrystal, 56, is a 34-year U.S. Army veteran of multiple
wars.  He commanded the U.S. and NATO's security mission in
Afghanistan, served as the director of the Joint Staff and was the
Commander of Joint Special Operations Command, where he was
responsible for the nation's deployed military counter terrorism
efforts.

Gen. McChrystal is a graduate of the United States Military
Academy at West Point, the United States Naval Command and Staff
College and was a military fellow at both the Council on Foreign
Relations and the Kennedy School of Government at Harvard
University.

Currently the General is a member of the board of directors of
JetBlue Airways Corporation, a commercial airline.  He is also
teaching a seminar on leadership at the Jackson Institute for
Global Affairs at Yale University and serves alongside his wife,
Annie, on the board of directors for the Yellow Ribbon Fund, a
non-profit organization committed to helping wounded veterans and
their families.

"We are fortunate that Gen. McChrystal is joining the Navistar
board of directors," said Daniel C. Ustian, Navistar chairman,
president and chief executive officer.  "His years of military
leadership and service will be of great value to Navistar as we
further expand our global and military businesses."

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a BB-/Stable/-- corporate credit rating from Standard
& Poor's and a 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW STREAM: Prepackaged Plan Opposed by Some Investors
------------------------------------------------------
Toptani Law Offices, Mazzeo Song & Bradham LLP and Stevens & Lee,
P.C. will represent a group of investors that will take formal
legal action to oppose the proposed pre-packaged bankruptcy plan
of New Stream Capital, L.P., a Connecticut-based hedge fund that
once boasted firm-wide assets of US$1.2 billion.

Several months ago, New Stream announced that it had entered into
an agreement with its Bermuda investors to liquidate its master
fund, and that upon the consent of its US and Cayman investors, it
would voluntarily file Chapter 11 bankruptcy petitions.  However,
the US and Cayman investors only recently received a formal Plan
of Reorganization and Disclosure Statement describing the terms of
New Stream's proposed liquidation.  New Stream last week announced
an amendment to the Disclosure Statement, thereby extending the
time by which US and Cayman investors must cast their ballots with
respect to the Plan from Feb. 22 to March 8.

The investor group opposing New Stream's Plan is comprised of US
and Cayman investors who invested nearly US$90 million in New
Stream after it announced a new fund structure at the end of 2007.
The investor group identifies four main concerns with the proposed
Plan and in sum, the investor group believes that the Plan
presents a woefully inequitable division of New Stream's remaining
assets and is contrary to applicable law.

First, the Bermuda investors are receiving far too large a
percentage of New Stream's remaining assets on account of their
allegedly senior secured position because: (a) when the US and
Cayman investors invested in the current fund structure, they
relied on New Stream's assurances that all investors would be
treated pari passu, and (b) a substantial portion of the
investments made by the US and Cayman investors -- who contributed
nearly one-half of New Stream's total investment capital -- was
used to purchase and maintain life insurance assets that the
Bermuda investors now claim as their collateral.  These life
insurance assets, which were valued by New Stream at US$350
million, are being sold for US$127.5 million, the proceeds of
which will be distributed to the Bermuda investors under the Plan.

As a result, it is likely that the US and Cayman investors will
receive less than 5% of New Stream's remaining assets, while the
Bermuda investors will receive at least 95%.

Second, those few assets that are being distributed to the US and
Cayman investors under the Plan appear to be grossly overvalued.
In particular, the allegedly most significant asset being
distributed to the US and Cayman investors is the common stock in
a company called NorthStar Financial Services Ltd.  The Disclosure
Statement values NorthStar at up to US$40 million, but less than a
year ago, New Stream's President, Perry Gilles, submitted a sworn
affidavit in the Bermuda Supreme Court in which he testified that
a sale of NorthStar in 2009 would have required payment to the
purchaser of up to US$75 million.

Third, several valuable causes of action to rectify these and
other injustices are being released under the Plan without
adequate consideration.  For example, Mr. Gilles also testified by
sworn affidavit in the Bermuda litigation that New Stream
regularly commingled its assets without regard to legal ownership
between the different New Stream entities.  Furthermore, he
vigorously advocated that in a bankruptcy case, the US and Cayman
investors would be able to assert good claims for substantive
consolidation and/or equitable subordination to equalize the
distribution of assets.

Fourth, New Stream management and other insiders are receiving
unwarranted benefits under the proposed Plan: (a) they are being
released from all investor and creditor claims without any
adequate consideration, (b) US$2 million is being set aside for
management to respond to an ongoing SEC investigation (as well as
any administrative, regulatory or criminal investigation against
the debtors or their former or current managers, officers,
directors and employees, and to pay defense costs not paid by
insurance carriers), (c) the debtors are indemnifying their
managers, officers, directors and employees, (d) management will
receive additional fees and management roles in various new
entities, and (e) New Stream's attorney-client privilege is being
preserved, which will likely benefit only the insiders and hinder
investigations into any insider malfeasance.

By seeking to induce US and Cayman investors to relinquish the
significant claims they hold, New Stream is promoting an
inequitable Plan that provides a cash windfall for the Bermuda
investors and releases its management from liability.  The
investor group will vigorously oppose this result.

New Steam has represented to investors that those investors who
abstain from voting will automatically be deemed to have cast
their votes in opposition to the Plan.  However, the Disclosure
Statement provides otherwise.  Therefore, investors who wish to
oppose the Plan must return their ballots marked "NO" on or before
March 8, 2011 by 5:00 p.m. (PST).

New Stream Capital, L.P., is a Connecticut-based hedge fund.


NORTHGATE PROPERTIES: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Northgate Properties, Inc., has 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                      $12,052,600
B. Personal Property                         $876
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $4,650,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                   $7,017
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,154,376
                                      -----------      -----------
      TOTAL                           $12,053,476       $5,811,393

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  Kevin A. Darby, Esq., at Darby Law Practice, Ltd.,
serves as the Debtor's bankruptcy counsel.


NORTHGATE PROPERTIES: Sec. 341(a) Meeting Scheduled for March 14
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Northgate
Properties, Inc.'s creditors on March 14, 2011, at 4:00 p.m.  The
meeting will be held at 300 Booth Street, Room 3024, Reno, NV
89509.

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.

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  Kevin A. Darby, Esq., at Darby Law Practice, Ltd.,
serves as the Debtor's bankruptcy counsel.  According to its
schedules, the Debtor disclosed $12,053,476 in total assets and
$5,811,393 in total debts.


NOVADEL PHARMA: Announces $1.6 Million Equity Financing
-------------------------------------------------------
NovaDel Pharma Inc. entered into a securities purchase agreement
to raise $1.6 million in gross proceeds through the sale of 1,667
shares of its Series A Convertible Preferred Stock to
institutional investors having a stated value of $1,000 per share
for a price of $960 per share, resulting in an original issue
discount of 4%.  The shares of Series A Convertible Preferred
Stock are initially convertible into 16,670,000 shares of the
Company's common stock at a conversion price of $0.10 per share.
The investors also received Series A Warrants, with a 5 year term,
to purchase up to 16,670,000 shares of the Company's common stock
in the aggregate at an exercise price of $0.15 per share; Series B
Warrants, with a 1 year term, to purchase up to 16,670,000 shares
of the Company's common stock in the aggregate at an exercise
price of $0.10 per share; and Series C Warrants, with a 5 year
term, to purchase up to 16,670,000 shares of the Company's common
stock in the aggregate at an exercise price of $0.15 per share.
The Series B Warrants are immediately exercisable, while the
Series A Warrants and Series C Warrants are only exercisable on
and after Feb. 15, 2012.  The Series C Warrants may only be
exercised by the holder thereof to the extent and in the same
percentage that the holder exercises its Series B Warrant.

The offering closed on Feb. 14, 2011 simultaneously with the
execution of the securities purchase agreement.  The net proceeds
of the financing will be used primarily for the continued
development of DuromistTM, the Company's oral spray formulation of
sildenafil citrate for erectile dysfunction, development of the
Company's other product candidates and for general working capital
purposes.

Roth Capital Partners served as the sole placement agent for the
offering.

The shares of preferred stock, warrants and shares of common stock
underlying the preferred stock and the Series B Warrant are being
offered pursuant to a prospectus forming a part of the Company's
effective registration statement (File No. 333-170066) filed with
the Securities and Exchange Commission, a copy of which may be
obtained at the SEC's website at http://www.sec.gov.

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at Sept. 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


NPS PHARMACEUTICALS: Incurs $31.44-Mil. Net Loss in 2010
--------------------------------------------------------
NPS Pharmaceuticals, Inc., filed its annual report on Form 10-K
with the U.S. Securities and Exchange Commission reporting a
consolidated net loss of $31.44 million on $89.41 million of total
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.86 million on $84.15 million of total revenue during the
prior year.

The Company and its subsidiaries' consolidated balance sheet at
Dec. 31, 2010 showed $228.90 million in total assets,
$384.18 million in total liabilities and a $155.27 million
stockholders' deficit.

"In 2010 we achieved our stated objectives and delivered
meaningful results across all aspects of our business," said
Francois Nader, MD, president and chief executive officer of NPS
Pharmaceuticals.  "We recently reported positive top-line data
from our Phase 3 STEPS study of GATTEX in short bowel syndrome and
expect to submit our U.S. marketing application later this year.
We are also pleased with the progress of our NPSP558 pivotal
registration study in hypoparathyroidism.  We achieved our
randomization target ahead of prior guidance and now expect to
report top-line results before the end of this year.  And we
further enhanced our financial position through successful
financing activities and delivering full-year cash burn at the low
end of our guidance."

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73a8

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.


OTTER TAIL: Wins Nod to Sell to Green Plains
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Otter Tail AG Enterprises LLC was authorized by the
bankruptcy court to sell its 55-million-gallon-a-year ethanol
plant in Fergus Falls, Minnesota, to Green Plains Renewable Energy
Inc. for a base price of $55 million cash.  When inventories are
taken into consideration, Otter Tail estimated the total price
would be $62.5 million.

No one made a competing bid, so the auction was canceled.

                        About Green Plains

Green Plains Renewable Energy, Inc. (Nasdaq:GPRE) is North
America's fourth largest ethanol producer, operating a total of
eight ethanol plants in Indiana, Iowa, Michigan, Nebraska and
Tennessee with annual expected operating capacity totaling
approximately 657 million gallons.  Green Plains owns 51% of
Blendstar, LLC, a biofuel terminal operator which operates nine
blending or terminaling facilities in seven states in the south
central United States.

                         About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


PATRICK HACKETT: Court Orders March 12 Auction for Assets
---------------------------------------------------------
Brian Kelly at the Watertown Daily Times reports that a federal
bankruptcy judge ordered the sale, as part of a liquidation
action, of the assets of the Patrick Hackett Hardware Co. at a
public auction March 12, 2011.

Mr. Kelly, citing court documents, says the sale will include all
of Hacketts' remaining real estate in Ogdensburg, New York, which
consists of its offices and flagship location at 1223 Pickering
St., as well as equipment and inventory.

According to the trustee overseeing the liquidation, Christian H.
Dribusch, Albany, the judge also approved the sale of a second
building across State Street to a private buyer.

                      About Patrick Hackett

Patrick Hackett Hardware Company began in 1830 as a hardware store
in upstate New York.  Hackett now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor estimated less than
$10 million in total assets in its Chapter 11 petition.

Hackett's Stores, Inc., is the parent company of Patrick Hackett.
Hackett's Stores (Pink Sheets:HCKI) is a holding of Seaway Valley
Capital Corporation (Pink Sheets:SEVA).  Hackett's Stores is not
nor has ever been in bankruptcy or bankruptcy protection.


QWEST COMMUNICATIONS: Incurs $55 Million Net Loss in 2010
---------------------------------------------------------
Qwest Communications International Inc. filed with the U.S.
Securities and Exchange Commission its annual report for the
fiscal year ended Dec. 31, 2010.  The Company reported a net loss
of $55 million on $11.73 billion of operating revenue for the year
ended Dec. 31, 2010, compared with net income of $662 million on
$12.31 million of operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $17.22 billion
in total assets, $18.87 billion in total liabilities and a
$1.65 billion stockholders' deficit.

"We continued to make solid progress, and I am pleased with the
results we delivered in the fourth quarter and for the full year,"
said Edward A. Mueller, Qwest chairman and CEO.  "We improved
revenue trends, expanded margins and generated significant free
cash flow, while aggressively deploying fiber-based services to
meet the needs of our customers.  We also made substantial
progress toward the completion of our merger with CenturyLink
having received approval in 18 states with approvals pending in
four additional states and the FCC.  While the timing of the
receipt of these approvals cannot be predicted with certainty, we
currently expect to receive all required approvals in the first
quarter and are planning toward an April 1 closing date."

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73a5

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RADLAX GATEWAY: Perkins Coie Allowed $342,025 in Interim Fees
-------------------------------------------------------------
Bankruptcy Judge Brace W. Black allowed Perkins Coie, LLP,
attorney for RadLAX Gateway Hotel, LLC, and its debtor-affiliates
$342,025 in interim fees and costs.  A copy of the Court's
Feb. 17, 2011 Findings of Fact and Conclusions of Law is available
at http://is.gd/sOzP3pfrom Leagle.com.

                  About RadLAX Gateway Hotel

RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles
International Airport.  Affiliate River Road Hotel Partners, LLC,
developed and manage the InterContinental Hotel Chicago O'Hare
located in Rosemont, Illinois.  Both are ultimately controlled
owned by Harp Group.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


REGAL ENTERTAINMENT: Plans to Offer $100 Million of Senior Notes
----------------------------------------------------------------
Regal Entertainment Group announced that it plans to offer
$100 million aggregate principal amount of its 9.125% senior notes
due 2018 at a price to the public of 104.5% of their face value.
The Notes will constitute additional securities under the
Indenture, dated as of Aug. 16, 2010, between the Company and
Wells Fargo Bank, National Association, as trustee, pursuant to
which the Company issued $275 million in aggregate principal
amount of its 9.125% senior notes due 2018 on Aug. 16, 2010 and
$150 million in aggregate principal amount of its 9.125% senior
notes due 2018 on Jan. 7, 2011.  The Notes will be treated as a
single series with, and will have the same terms as, the Prior
Notes and will be fungible with the Prior Notes.  The Company
anticipates that the offering will close on or around Feb. 15,
2011, subject to customary closing conditions.  The Company
intends to use all of the net proceeds of the offering (i) to pay
down a portion of the Company's outstanding obligations under its
senior credit facility, (ii) for general corporate purposes, which
may include the redemption, repayment or repurchase of
indebtedness and (iii) to pay fees and expenses related to the
offering.

A registration statement on Form S-3, File No. 333-168703,
relating to the Notes has been filed with the Securities and
Exchange Commission and became effective upon filing.  Credit
Suisse Securities (USA) LLC is acting as book running manager for
the offering.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholders' deficit of $267.3 million.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


SABRE DEFENCE: Owner Faces Extradition for Trafficking Charges
--------------------------------------------------------------
Annie Johnson at Nashville Business Journal reports that Guy
Savage, owner of Nashville-based Sabre Defence Industries, will
face an extradition hearing after being arrested in his home in
Britain for weapons-trafficking charges in the United States.

The top officials of Sabre Defence face criminal charges alleging
they illegally imported and exported firearms.  U.S. prosecutors
filed a sealed criminal indictment against Sabre and the managers
on Jan. 13.

Headquartered in Nashville, Tenn., Sabre Defence Industries LLC is
a maker of semi-automatic, fully-automatic and assault rifles.
Sabre Defence Industries LLC filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 11-01431) on Feb. 15, 2011.  Sabre reported no
more than $50,000 each in assets and debts in a bare-bones
bankruptcy filing.  See http://bankrupt.com/misc/tnmb11-01431.pdf

The Nashville Business Journal notes the Company filed its Chapter
11 petition with the U.S. Bankruptcy Court in Nashville, the same
district where its biggest customer -- the U.S. government -- sued
the company and five of its managers.


SEAHAWK DRILLING: Court Sets March 15 Hearing for Sale to Hercules
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
set a hearing schedule on Seahawk Drilling Inc.'s request to sell
substantially all of its assets to Hercules Offshore, Inc., and SD
Drilling LLC.

The Court will conduct a pre-trial conference on March 10, 2011,
at 9:00 a.m. (CST).  A final hearing is set for March 15, 2011, at
10:00 a.m. (CST).  Objections, if any, must be filed no later than
4:00 p.m. on March 9, 2011.

As reported in the Feb. 15, 2011 edition of the Troubled Company
Reporter, the Company has filed for Chapter 11 protection to
complete the sale of all assets to Hercules Offshore.

A copy of the Asset Purchase Agreement with Hercules Offshore is
available for free at:

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

The executed APA contemplates the acquisition by Hercules or one
or more of its subsidiaries of substantially all of the assets and
jackup rigs of the Debtors through a sale.  The aggregate
consideration for the Purchased Assets is:

     a) 22,321,425 shares of Hercules Common Stock plus

     b) cash in an amount equal to $25,000,012.

Using the closing stock price of Hercules' stock as of February
10, 2011, the Base Aggregate Consideration would be valued at
approximately $105 million before any adjustments.  The Base
Aggregate Consideration is to be payable at closing by the
Purchaser to the Debtors.

                    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.


SEAHAWK DRILLING: To Have Official Shareholders' Committee
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seahawk Drilling Inc. will have an official committee
to represent shareholders, as the result of a ruling on Feb. 18 by
the U.S. bankruptcy judge in Corpus Christi, Texas.

According to the report, the motion for an additional committee
was filed by MHR Fund Management LLC and three other shareholders.
They believe Seahawk is "clearly solvent."  New York-based MHR is
Seahawk's largest shareholder, with almost 10% of the stock,
according to Bloomberg data.

                     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 Feb. 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Seahawk Drilling filed together with the bankruptcy petition a
request to sell its assets to Hercules Offshore, Inc., for $105
million in cash and shares.

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., serves
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.


SHAMROCK HOLDINGS: Brookside Community Owner in Chapter 11
----------------------------------------------------------
Annie Johnson, staff writer at the Nashville Business Journal,
reports that Shamrock Holdings LLC, which has sought Chapter 11
protection, owns about 15 residential lots in Nashville's
Brookside community.

The Business Journal notes that among the Debtor's largest
unsecured creditors is Chase bank for $8,000 but the bulk of debt
appears to come from secured claims, including $258,000 owed to
Green Bank of Brentwood and $75,000 in liens on 14 lots with
infrastructure at Patina Circle.  The 14 lots are valued at $1.7
million

According to the Tennessee Department of State, Bruce Alan Hardin
is listed as president of the Company and also a registered agent
for the firm.

Shamrock Holdings Inc. filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 11-01601) on Feb. 18, 2011.  David Foster Cannon,
Esq., serves as counsel to the Debtor.  The Debtor estimated
assets of $2,331,100 and liabilities of $1,691,608 as of the
bankruptcy filing.

Yesterday's issue of the Troubled Company Reporter published a
case summary for Shamrock Holdings.


SIGNAL HILL: Sec. 341(a) Meeting Scheduled for March April 11
-------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Signal
Hill Crossroads, LLC's creditors on April 11, 2011, at 11:00 a.m.
The meeting will be held at cr mtg, CVL, Courtroom 100, US
Courthouse, 255 West Main Street, Charlottesville, VA 22902.

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.

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, serves at the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


SIRIUS XM: Incurs $81.44 Million Net Loss in 4th Quarter
--------------------------------------------------------
Sirius XM Radio announced g a net loss of $81.44 million on
$735.90 million of total revenue for the three months ended
Dec. 31, 2010, compared with net income of $11.78 million on
$676.17 million of total revenue for the same period a year ago.

The Company also reported net income of $43.05 million on $2.82
billion of total revenue for the twelve months ended Dec. 31,
2010, compared with a net loss of $352.04 million on $2.47 billion
of total revenue during the twelve months ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion
in total assets, $7.17 billion in total liabilities and
$207.64 million in total stockholders' equity.

"SiriusXM's results in 2010 were exceptional, surpassing our
guidance and achieving record revenues, adjusted EBITDA and free
cash flow.  Our unparalleled content and the continuing
improvements in the economy helped us attain a record-high
subscriber base of 20.2 million.  Our laser-like focus on
profitable growth delivered a 35% increase in adjusted EBITDA to
$626 million, and produced free cash flow of more than $200
million," noted Mel Karmazin, Chief Executive Officer, SiriusXM.

A full-text copy of the press release announcing the financial
results is available at no charge at:

              http://ResearchArchives.com/t/s?73a6

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

                           *     *     *

Sirius carries (i) a 'B+' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.


SONRISA PROPERTIES: Continuance of Hearing on Compass Plan Denied
-----------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied separate requests by
Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., for
continuance of the confirmation hearings set for Feb. 22, 2011, on
the bankruptcy plans proposed by Compass Bank in each of the
Debtors' cases.

The Debtors' counsel articulated three arguments: that due process
requires that the plans be heard simultaneously; that it is
awkward to have a hearing on one plan when there are competing
plans; and that doing so represents a waste of judicial resources.
Compass Bank opposes a continuance of the confirmation hearing as
to Compass Bank's plans.

Sonrisa Properties and Sonrisa Realty Partners are joint makers on
a note payable to Texas State Bank.  Compass Bank is the successor
in interest to Texas State Bank.  Compass Bank has filed a proof
of claim in each of the cases for $8,664,457.

The Debtors' cases have been pending for over one year.  The
Debtors' exclusive period has expired.

The Debtors each have proposed a plan with respect to the
development of their unimproved real property located in League
City, Texas, and restructuring of their debts, including the debt
owed to Compass Bank.  The Debtors' plans provide generally that
35 acres of the remaining property would be sold to a developer of
an outlet mall.  A third party was to provide $1 million to be
deposited in an account at Compass Bank, to be applied to interest
as it accrued.  The net proceeds, both of sales of the 35 acres,
and of subsequent sales, would be applied as principal reduction
payments on the Compass Bank debt.  The plan provided for payment
to unsecured creditors after payment of Compass Bank's secured
claim, and reimbursement in full of the $1 million contributed by
a third party.

Compass Bank filed a competing plan in each of the two cases.
Compass Bank's plans provide generally for a sale, at auction (via
one or more cash or credit bid sales), of the entirety of the
Debtors' remaining real property.  Compass asserts that the
proceeds of sale will be sufficient to pay all claims.

Disclosure statements were approved as to the Debtors' plans and
Compass Bank's plans.  The confirmation hearings were set for
Feb. 22, 2011 with respect to Debtors' plans and Compass Bank's
plans.

On Feb. 4, 2011, the Debtors each filed an amended plan.  The
amended plans provide generally that, in place of the $1 million
to be contributed by the new investor under the plan set for
confirmation on Feb. 22, 2011, the proposed option purchaser of
the 35 acres would loan $1.35 million to SRPL, secured by a second
lien in the property.  The proposed purchaser would also obtain an
exclusive option to purchase an additional 15 acres.  The proceeds
of the $1.35 million loan would be disbursed $1 million to Compass
Bank, to be applied as a principal reduction, and the remainder to
be applied to interest as it accrues.  The proceeds of future
sales will be applied to the Compass Bank debt.  On Feb. 10, 2011,
the Debtors each filed an amended disclosure statement addressing
the Feb. 4 amended plans.

The Court noted that Compass Bank has incurred the expense of
soliciting votes for its plans.  The Debtors have had an agreement
in place with the proposed purchaser of the 35 acres since at
least Sept. 24, 2010, and, while proceeding to litigate contests
over the adequacy of the Debtors' and Compass Bank's disclosure
statements, apparently have continued to change the terms of the
agreement they originally negotiated.

A copy of Judge Paul's Feb. 18, 2011 memorandum opinion is
available at http://is.gd/G1xaSbfrom Leagle.com.

                     About Sonrisa Properties

Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each
of which is a single asset real estate entity, own unimproved real
property located in League City, Texas.  Sonrisa Properties filed
for Chapter 11 bankruptcy protection on Jan. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-80012), to stop Compass Bank, the largest secured
creditor, from foreclosing on the property.  Sonrisa Realty
Partners also filed for Chapter 11 protection (Bankr. S.D. Tex.
Case No. 10-30084) on the same day.  The two cases are not jointly
administered.  Karen R. Emmott, Esq., in Houston, Texas,
represents both Debtors.  Sonrisa Properties disclosed $21,098,818
in assets and $8,420,540 in liabilities as of the Petition Date.
Sonrisa Realty Partners estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  In February
2010, the Sonrisa Realty Partners case was transferred to the
Galveston Division (Bankr. S.D. Tex. Case No. 10-80026).


SONRISA REALTY: Continuance of Hearing on Compass Plan Denied
-------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied separate requests by
Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., for
continuance of the confirmation hearings set for Feb. 22, 2011, on
the bankruptcy plans proposed by Compass Bank in each of the
Debtors' cases.

The Debtors' counsel articulated three arguments: that due process
requires that the plans be heard simultaneously; that it is
awkward to have a hearing on one plan when there are competing
plans; and that doing so represents a waste of judicial resources.
Compass Bank opposes a continuance of the confirmation hearing as
to Compass Bank's plans.

Sonrisa Properties and Sonrisa Realty Partners are joint makers on
a note payable to Texas State Bank.  Compass Bank is the successor
in interest to Texas State Bank.  Compass Bank has filed a proof
of claim in each of the cases for $8,664,457.

The Debtors' cases have been pending for over one year.  The
Debtors' exclusive period has expired.

The Debtors each have proposed a plan with respect to the
development of their unimproved real property located in League
City, Texas, and restructuring of their debts, including the debt
owed to Compass Bank.  The Debtors' plans provide generally that
35 acres of the remaining property would be sold to a developer of
an outlet mall.  A third party was to provide $1 million to be
deposited in an account at Compass Bank, to be applied to interest
as it accrued.  The net proceeds, both of sales of the 35 acres,
and of subsequent sales, would be applied as principal reduction
payments on the Compass Bank debt.  The plan provided for payment
to unsecured creditors after payment of Compass Bank's secured
claim, and reimbursement in full of the $1 million contributed by
a third party.

Compass Bank filed a competing plan in each of the two cases.
Compass Bank's plans provide generally for a sale, at auction (via
one or more cash or credit bid sales), of the entirety of the
Debtors' remaining real property.  Compass asserts that the
proceeds of sale will be sufficient to pay all claims.

Disclosure statements were approved as to the Debtors' plans and
Compass Bank's plans.  The confirmation hearings were set for
Feb. 22, 2011 with respect to Debtors' plans and Compass Bank's
plans.

On Feb. 4, 2011, the Debtors each filed an amended plan.  The
amended plans provide generally that, in place of the $1 million
to be contributed by the new investor under the plan set for
confirmation on Feb. 22, 2011, the proposed option purchaser of
the 35 acres would loan $1.35 million to SRPL, secured by a second
lien in the property.  The proposed purchaser would also obtain an
exclusive option to purchase an additional 15 acres.  The proceeds
of the $1.35 million loan would be disbursed $1 million to Compass
Bank, to be applied as a principal reduction, and the remainder to
be applied to interest as it accrues.  The proceeds of future
sales will be applied to the Compass Bank debt.  On Feb. 10, 2011,
the Debtors each filed an amended disclosure statement addressing
the Feb. 4 amended plans.

The Court noted that Compass Bank has incurred the expense of
soliciting votes for its plans.  The Debtors have had an agreement
in place with the proposed purchaser of the 35 acres since at
least Sept. 24, 2010, and, while proceeding to litigate contests
over the adequacy of the Debtors' and Compass Bank's disclosure
statements, apparently have continued to change the terms of the
agreement they originally negotiated.

A copy of Judge Paul's Feb. 18, 2011 memorandum opinion is
available at http://is.gd/G1xaSbfrom Leagle.com.

                     About Sonrisa Properties

Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each
of which is a single asset real estate entity, own unimproved real
property located in League City, Texas.  Sonrisa Properties filed
for Chapter 11 bankruptcy protection on Jan. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-80012), to stop Compass Bank, the largest secured
creditor, from foreclosing on the property.  Sonrisa Realty
Partners also filed for Chapter 11 protection (Bankr. S.D. Tex.
Case No. 10-30084) on the same day.  The two cases are not jointly
administered.  Karen R. Emmott, Esq., in Houston, Texas,
represents both Debtors.  Sonrisa Properties disclosed $21,098,818
in assets and $8,420,540 in liabilities as of the Petition Date.
Sonrisa Realty Partners estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  In February
2010, the Sonrisa Realty Partners case was transferred to the
Galveston Division (Bankr. S.D. Tex. Case No. 10-80026).


SOUTHPEAK INTERACTIVE: Posts $2.1 Million Loss in Dec. 31 Quarter
-----------------------------------------------------------------
SouthPeak Interactive Corporation announced in a press release
Thursday its financial results for the fiscal 2011 second quarter
which ended Dec. 31, 2010.

"In regaining our rights to the highly popular My Baby First Steps
we experienced a significant legal victory.  We capitalized upon
this returning My Baby to the retail channel, where we hope to
continue the phenomenal sales initiated by our innovative
marketing and PR strategies," said Melanie Mroz, President and CEO
of SouthPeak.  "In addition, the quarter saw excellent progress as
we look to the future and our digital strategy, which included the
acquisition of an industry veteran to lead this important part of
our business model.  Furthermore, our operational strategy
delivered positive changes including continued and substantial
expense reductions, effectively aligning our cost structure with
our anticipated revenue stream."

Terry Phillips, Chairman of SouthPeak, added, "During this
quarter, our substantial investment in the release of Two Worlds
II delivered terrific momentum and broad-scale consumer
anticipation and excitement.  We are also thrilled by our new
relationship with NVIDIA; we believe that they are an ideal
partner as we head toward our goal of becoming a market leader in
mobile and tablet gaming."

For the second quarter that ended Dec. 31, 2010, SouthPeak
reported net revenues of $7.5 million, compared with $10.1 million
in the second quarter ended December 31, 2009.  The decrease in
revenues was primarily due to a 28% decrease in the number of
units shipped in the fiscal 2011 period.

For the three months that ended Dec. 31, 2010, gross profit
decreased to $978,000, or 13% of revenues, from $3.2 million, or
32% of revenues, in the comparable period in 2009.  The decrease
in gross profit was due primarily to increased royalty expense
associated with the sale of co-publishing titles during the three
months ended Dec. 31, 2010, versus the prior period.

Total operating expenses for the second quarter of fiscal 2011
decreased by 37% to $3.3 million, compared with $5.3 million in
the second quarter of fiscal 2010.

GAAP net loss for the second quarter of fiscal 2011 was
$2.1 million, compared with GAAP net loss of $2.6 million in the
second quarter of fiscal 2010.

Adjusted EBITDA for the second quarter of fiscal 2011 was a loss
$615,000, compared with adjusted EBITDA of $1.3 million in the
prior fiscal year period.

The Company's balance sheet at Dec. 31, 2010, showed $29.3 million
in total assets, $31.1 million in total liabilities, and a
stockholders' deficit of $1.8 million.

As reported in the Troubled Company Reporter on Oct. 18, 2010,
Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about the SouthPeak Interactive's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and negative cash flows
from operating activities, has substantial contingencies, and is
in default of its production advance payable.

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

               http://researcharchives.com/t/s?73b0

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?73af

                   About SouthPeak Interactive

SouthPeak Interactive Corporation (OTC BB: SOPK)
-- http://www.southpeakgames.com/-- develops and publishes
interactive entertainment software for all current hardware
platforms including: PlayStation(R)3 computer entertainment
system, PSP(R) (PlayStation(R)Portable) system, PlayStation(R)2
computer entertainment system, PSP(R)go system, Xbox 360(R)
videogame and entertainment system, Wii(TM), Nintendo DS(TM),
Nintendo DSi(TM) and PC.  SouthPeak's games cover all major genres
including action/adventure, role playing, racing, puzzle strategy,
fighting and combat.  SouthPeak's products are sold in retail
outlets in North America, Europe, Australia and Asia.  SouthPeak
is headquartered in Midlothian, Virginia, and has offices in
Grapevine, Texas and Leicester, England.

SouthPeak's extensive portfolio of over 50 interactive
entertainment games spans a variety of platforms and genres
including RPG, simulation, FPS, sports, strategy, puzzle and
fighting.


SPOT MOBILE: Incurs $3.56 Million Net Loss in Fiscal 2010
---------------------------------------------------------
Spot Mobile International Ltd. filed its annual report on Form
10-K, reporting a net loss of $3.56 million on $16.08 million of
revenue for the year ended Oct. 31, 2010, compared with a net loss
of $712,601 on $23.74 million of revenue during the prior year.

The Company's balance sheet at Oct. 31, 2010 showed $2.32 million
in total assets, $5.02 million in total liabilities and a $2.70
million stockholders' deficit.

GHP Horwath, P.C., in Denver, Colorado in its report on the
Company's consolidated financial statements for fiscal 2010 notes
that the Company reported a net loss of approximately $3,560,000
for the year ended Oct. 31, 2010, and has a working capital
deficiency and shareholders' deficit of approximately $2,942,000,
and $2,703,000, respectively, at Oct. 31, 2010.  "These conditions
raise substantial doubt about the Company's ability to continue as
a going concern."


A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73aa

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.


SRKO FAMILY LP: Richardson Trustee Wants to Control 2 Units
-----------------------------------------------------------
Rich Laden at The Gazette, citing papers filed with the U.S.
Bankruptcy Court in Denver, reports that a trustee appointed to
oversee Jannie Richardson's personal bankruptcy is seeking to take
control of two other entities with ties to Mr. Richardson that
also filed bankruptcy.

According to The Gazette, the trustee either wants himself
appointed trustee in the other two bankruptcy cases or wants their
business operations turned over to him.  The effect of either
action could be Mr. Richardson's ouster as the person in control
of matters related to Colorado Crossing -- although a bankruptcy
court judge must give his approval.

The Gazette relates actions taken by Mr. Richardson many months
after the bankruptcy filing related to Colorado Crossing -- and
which involved various Richardson-related entities -- might have
violated bankruptcy laws, which is one of several reasons the
trustee's oversight is needed, the motion alleges.  For example,
the motion said Mr. Richardson dissolved a development firm
without court approval or proper notification.

The Gazette relates that the motion drew immediate support from
G.E. Johnson Construction Co., the Colorado Springs general
contractor that's one of more than 40 companies that are owed
millions for work they did on Colorado Crossing.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection on February
19, 2010 (Bankr. D. Colo. Case No. 10-13186).  The Debtor
disclosed $34,421,448 in assets and $80,619,854 in liabilities as
of the Petition Date.


SSG CAPITAL: Court Approves SSG Capital as Investment Banker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Frank Parsons Inc. to employ SSG Capital Advisors, LLC, as
investment banker.

As reported in the Troubled Company Reporter on Jan. 19, 2011, the
firm will, among other things:

     a. prepare an information memorandum describing the Debtor,
        its historical performance and prospects, including
        existing contracts, marketing and sales, labor force, and
        management and anticipated financial results of the
        Debtor;

     b. assist the Debtor in developing a Key Employee Incentive
        Plan, and testify in Court as it relates to the KEIP;

     c. assist the Debtor in developing a list of suitable
        potential buyers who will be contacted on a confidential
        basis after approval by the Debtor; and

     d. coordinate the execution of confidentiality agreements for
        potential buyers wishing to review the information
        memorandum.

For its services, SSG will be paid:

     a. an initial fee of $25,000, due upon execution of its
        engagement agreement with the Debtor;

     b. monthly fees of $20,000 per month payable on the first of
        each month thereafter during the engagement term;

     c. in the event of a financial restructuring, a fee of
        $400,000;

     d. upon the closing of a sale, a fee, payable in cash, in
        federal funds via wire transfer or certified check, at,
        and as a condition of closing of such Sale equal to
        $200,000, plus 5% of total consideration in excess of
        $5 million.  In the event of a sale to W.B. Mason, where
        no other party has come forward with a bona fide offer,
        the Sale Fee due SSG will be reduced by $100,000.
        However, in no event will the sale fee due SSG be less
        Than $200,000 even in the event of a sale to W.B. Mason
        with no additional offers; and

     e. in addition to the foregoing fees, whether or not a
        transaction is consummated, and in addition to the fees
        noted which may be payable to SSG hereunder, a
        reimbursement to SSG upon demand for all of SSG's
        reasonable out-of-pocket expenses incurred in connection
        with the subject matter of the engagement.

J. Scott Victor, a managing director and founding partner of SSG,
assured the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

                       About Frank Parsons

Hanover, Maryland-based Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., is the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, serve as the Debtor's bankruptcy counsel.  The
Debtor has also tapped Weinsweig Advisors LLC as a restructuring
advisor.  The Debtor estimated its assets and debts at $10 million
to $50 million.


STONE CAST: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stone Cast Inc.
        51 Boulevard
        Queensbury, NY 12804

Bankruptcy Case No.: 11-10451

Chapter 11 Petition Date: February 21, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Michael J. Toomey, Esq.
                  TOOMEY & GALLAGHER, LLC.
                  One South Western Plaza
                  P.O. Box 2144
                  Glens Falls, NY 12801
                  Tel: (518) 743-9000
                  E-mail: michaeljtoomeyesq@nycap.rr.com

Scheduled Assets: $0

Scheduled Debts: $1,148,927

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nynb11-10451.pdf

The petition was signed by Terry Karanikas, president.


SUNCAL COS: SunCal-Lehman Plan Outlines Set for May Hearing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unless SunCal Cos. and Lehman Brothers Holdings Inc.
reach a settlement through mediation, the bankruptcy court in
Santa Ana, California, will hold a hearing in May to approve
disclosure statements explaining the competing Chapter 11 plans
proposed for SunCal.

Lehman companies are part owners and lenders to SunCal projects,
which are in their own Chapter 11 reorganization in California.
The SunCal Chapter 11 filings occurred in November 2008 after
Lehman's bankruptcy shut off funding for the projects.

According to Mr. Rochelle, the SunCal cases with the competing
plans involve about 20 companies.  SunCal says that Lehman values
the properties at $461 million while SunCal says the value is
$246 million. Lehman's disputed claim is $1.94 billion, SunCal
said.

                       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.


SWARTWOUT CONSTRUCTION: Files for Ch. 11 to Stop Assets Sale
------------------------------------------------------------
Michael DeMasi at The Business Review reports that Swartwout
Construction, Inc., has filed for Chapter 11 bankruptcy protection
because of a pending auction of its equipment by First Niagara
Bank.  According to Company President Dale Swartwout, the Company
had not done any business for more than a year.  It is selling its
equipment to satisfy claims.

The Company disclosed $660,000 in assets and $675,482 in
liabilities.  The assets include trucks, excavators and other
construction equipment.

Swartwout Construction filed a Chapter 11 petition (Bankr.
N.D.N.Y. Case No. 11-10320) on Feb. 11, 2011.  See
http://bankrupt.com/misc/nynb11-10320.pdf

Swartout was included in the "* Recent Small-Dollar & Individual
Chapter 11 Filings" section of the Feb. 17, 2011 edition of the
Troubled Company Reporter.


TANGLEWOOD FARMS: Court Denies Substantive Consolidation
--------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of the
Official Committee of Unsecured Creditors of Tanglewood Farms,
Inc., to consolidate the chapter 11 cases of Tanglewood Farms,
Inc. of Elizabeth City, and James Howard Winslow, and Billie Reid
Winslow.

Judge Leonard held that a significant number of creditors are
unique to each debtor and as a result of this divergence of
creditor claims, the creditors in the Winslow case will be
significantly prejudiced by a consolidation of the two debtors'
assets and liabilities.  The amount is substantial, with close to
$2 million in claims present in the Tanglewood case that are not
present in the Winslow case.  Consolidation in this instance will
result in significant dilution of the claims by forcing the
creditors of the Winslows to "share on a parity with creditors of
a less solvent debtor," Tanglewood.

Meherrin Agricultural & Chemical Company and C.A. Perry & Son,
Inc. separately objected to the Committee's motion for substantive
consolidation.  Meherrin and C.A. Perry asserted that substantive
consolidation is not in the best interests of the unsecured
creditors, collectively.

A copy of Judge Leonard's Feb. 18, 2011 order is available at
http://is.gd/dZf3fDfrom Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


TELECONNECT INC: Notifies Late Filing of Quarterly Report
---------------------------------------------------------
Teleconnect Inc. notified the U.S. Securities and Exchange
Commission regarding the late filing of its quarterly report on
Form 10-Q.  The Company said additional efforts have been required
to file consolidated financials of the recently acquired
subsidiary in The Netherlands.

                       About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.

The Company's balance sheet at September 30, 2010, showed
US$1,936,685 in total assets, US$3,447,165 in total liabilities,
all current, and a stockholders' deficit of US$1,510,480.

Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has a net capital deficiency
in addition to a working capital deficiency.


TERRA BENTLEY: Court Dismisses NRC et al. From Village Suit
-----------------------------------------------------------
NRC Advisors, LLC, Steven Seat, Eric Comeau, and Tony Bettis seek
dismissal of the suit, Village of Overland Pointe, LLC, v. Terra
Bentley II, LLC, NRC Advisors, LLC, Steven Seat, Eric Comeau, Tony
Bettis, Adv. Pro. No. 10-6025 (Bankr. D. Kans.).  Village is suing
under the Kansas Uniform Fraudulent Transfer Act to avoid a
mortgage the Debtor gave to another creditor.  The NRC Defendants
are those who allegedly caused the Debtor to give the mortgage,
but there are no allegations that they personally received any
interest in the mortgage or any personal benefit from the Debtor
granting it.  Village seeks relief in three counts.  The first two
counts ask to have the mortgage avoided, and the third count asks
for actual and punitive damages.  The NRC Defendants contend the
Kansas UFTA does not authorize any recovery from someone who may
have participated in a fraudulent transfer but personally received
neither any of the property transferred nor any benefit from the
transfer.  Bankruptcy Judge Dale L. Somers held that the NRC
Defendants are right, and their motion to dismiss should be
granted.

A copy of the Court's February 17, 2011 opinion is available
at http://is.gd/fmnl4ofrom Leagle.com.

NRC et al. are represented by:

          Frank Wendt, Esq.
          BROWN & RUPRECHT, PC
          911 Main Street, Suite 2300
          Kansas City, MO 64105-5319
          Telephone: 816-292-7000
          E-mail: fwendt@brlawkc.com

Village of Overland Pointe is represented by:

          Steven R. Smith, Esq.
          Eldon J. Shields, Esq.
          GATES, SHIELDS & FERGUSON, P.A.
          10990 Quivira, Suite 200
          Overland Park, KS 66210
          Telephone: 913-661-0222
          Facsimile: 913-491-6398
          E-mail: stevesmith@gsflegal.com
                  ejshields@gsflegal.com

               - and -

          Ronald S. Weiss, Esq.
          BERMAN DELEVE KUCHAN & CHAPMAN L.C.
          911 Main Street # 2230
          Kansas City, MO 64105-5320
          Telephone: (816) 471-5900

Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009.  The Debtor
is represented by James F.B. Daniels, Esq. --
jdaniels@mcdowellrice.com -- at McDowell Rice Smith & Buchanan.
According to the schedules, the Company has assets of at least
$4,564,588, and total debts of $7,608,849.


TERRESTAR NETWORKS: Inks 5th Amendment to DIP Agreement
-------------------------------------------------------
TerreStar Networks Inc. and its debtor affiliates notified
parties-in-interest that on Feb. 15, 2011, they entered into
a fifth amendment to their Debtor-in-Possession Credit, Security
& Guaranty Agreement with The Bank of New York Mellon, as
administrative agent and collateral agent, and certain lender
parties.  EchoStar Corporation is the initial lender under the
DIP Agreement.

Among other things, the amendments include the definition of
certain terms like "Acceptable Plan," "Milestone Date," and
"Milestone Requirement."

The Milestones are related to EchoStar's role in sponsoring the
proposed Chapter 11 Plan of the TSN Debtors.  However, the Plan
has been withdrawn by the TSN Debtors as of Feb. 16, 2011.
The parties also terminated a related backstop commitment
agreement between EchoStar and the TSN Debtors as of Feb. 15,
2011.

A copy of the Fifth DIP Amendment is available for free at:

             http://bankrupt.com/misc/TSN5CredAm.pdf

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Seeks to Amend Joint Administration Order
-------------------------------------------------------------
TerreStar Networks Inc. and certain of its debtor affiliates ask
Judge Sean H. Lane to amend the previously entered order directing
joint administration of their Chapter 11 cases.

Specifically, the TSN Debtors seek that the Chapter 11 cases of
these cases be no longer jointly administered with their cases:

     Debtor Entity                    Case No.
     -------------                    --------
     TerreStar New York Inc.          10-15445
     Motient Communications Inc.      10-15452
     Motient Holdings, Inc.           10-15453
     Motient License Inc.             10-15454
     Motient Services Inc.            10-15455
     Motient Ventures Holding Inc.    10-15458
     MVH Holdings Inc.                10-15462

The Chapter 11 cases of TerreStar New York, et al., will no
longer be jointly administered under the case number of TSN, Case
No. 10-15446 (SHL) but under Case No. 11-10612 (SHL), the case
number of parent TerreStar Corp., which recently filed for
Chapter 11 protection.

TerreStar New York, et al., are referred to as the "Other TSC
Debtors."

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, contends that amending the TSN Joint Administration
Order will benefit interested parties in these ways:

  * It will provide significant administrative convenience
    without harming the substantive rights of any party-in-
    interest because entities that previously filed proofs of
    claim in the Other TSC Debtors' Chapter 11 cases will not
    need to file an additional proof of claim in the TSC
    Debtors' Chapter 11 cases unless they have a claim against
    TSC or TerreStar Holdings Inc.

  * It will facilitate the TSC Debtors' administration of a plan
    of reorganization.  The Other TSC Debtors were carved out of
    the TSN Debtors' plan of reorganization.  The TSC Debtors
    intend to file a joint plan of reorganization.  Therefore,
    it is more convenient for the cases of the Other TSC Debtors
    to be administered with the cases of TSC and TerreStar
    Holdings Inc.

  * It will promote efficiency and reduce confusion to the TSN
    Debtors' and TSC Debtors' stakeholders and other parties-in-
    interest by proceeding under separate case numbers and
    utilizing separate dockets.

  * It may allow certain of the TSN Debtors or TSC Debtors to
    close their Chapter 11 cases more quickly.

  * It will not give rise to any conflict of interest among the
    Debtors' estates.  In addition, intercompany claims among
    the Debtors will be preserved and each of the Debtors has
    and will continue to maintain separate records of assets and
    liabilities.

In a separate motion, the TSN Debtors ask the Court to shorten
the time for notice of the hearing of their request so that a
hearing can be held on Feb. 22, 2011, at 10:00 a.m.

                        *     *     *


TerreStar Corporation and eight of its debtor affiliates ask the
United States Bankruptcy Court for the Southern District of New
York to jointly administer their Chapter 11 cases under TerreStar
Corp.'s Lead Case No. 11-10612.

Barely four months ago, on Oct. 19, 2010, TerreStar Networks,
Inc., and 12 of its affiliates filed for Chapter 11 protection and
those cases were jointly administered under TSN's Case No. 10-
15446.  TSC and TerreStar Holdings Inc. subsequently filed
Chapter 11 petitions on Feb. 16, 2011.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, notes that TSC, TerreStar Holdings, TerreStar New York,
Inc., Motient Communications, Inc., Motient Holdings, Inc.,
Motient License, Inc., Motient Services, Inc., Motient Ventures
Holding, Inc., and MVH Holdings Inc. -- collectively referred to
as the "TSC Debtors" -- have common ownership and share key
financial and operational systems.  Furthermore, he reveals, due
to their commonalities, the TSC Debtors intend to file a joint
Chapter 11 plan of reorganization in the near future.

"Against this backdrop, it is logical to jointly administer the
Chapter 11 cases of the TSC Debtors," Mr. Dizengoff asserts.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR CORP: Solus Holds 4.97% of Common Stock
-------------------------------------------------
In a Feb. 14, 2011, Schedule 13G/A filing with the U.S.
Securities and Exchange Commission, Solus Alternative Asset
Management LP, Solus GP LLC, and Christopher Pucillo reported
that as of Dec. 31, 2010, they are deemed to beneficially own
7,312,839 shares of TerreStar Corp. common stock.

The Solus Entities' TerreStar shares constitute 4.97% of the
TerreStar shares outstanding.

Solus LP serves as investment manager to certain investment
funds.  Solus GP serves as general partner to Solus LP and Mr.
Pucillo serves as managing member to Solus GP.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are
procedurally consolidated under TSN's Case No. 10-15446 under
Judge Sean H. Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TP INC: Has Continued Access to BofA Cash Collateral Until March 9
------------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, in a sixth third interim
order, authorized TP, Inc., to access Rental Proceeds constituting
cash collateral securing obligations to Bank of America, N.A.,
commencing February 1, 2011, through March 9, 2011, unless
terminated earlier by agreement of the parties; or (b) entry of an
order by the Court terminating the Order for cause, including but
not limited to breach of its terms and conditions, or an order
modifying the automatic stay as to the Rental Proceeds or other
cash collateral, or (c) upon filing of a notice of default.

For the term of the sixth interim order, the Debtor's use of the
Rental Proceeds or any other cash collateral of Bank of America
will be limited to installment payments of insurance premiums on
Bank of America real estate collateral, 2010 ad valorem taxes on
Bank of America real estate and personal property collateral, and
the completion of the residence located at 4730 23rd Avenue,
Topsail Beach, North Carolina.

A final hearing to consider the Debtor's request to further access
the cash collateral will be held on March 9, 2011, at 10:00 a.m.
at the United States Bankruptcy Court, 2nd Floor Courtroom, in
Raleigh, North Carolina.

Bank of America asserts a mortgage and lien on certain rental
income derived form the Debtor's lease of condominium and duplex
units by virtue of a garnishment order obtained from the Superior
Court as to Action, Inc. d/b/a Century 21 Action, Inc. of Surf
City, North Carolina, relating to certain rental income derived
form the Debtor's lease of condominium and duplex units upon which
Bank of America asserts a mortgage and lien.  Bank of America also
holds deeds of trust in the real estate from which the rental
income is derived and asserts a security interest in said rents by
virtue of the provisions of the Deeds of Trust.

As adequate protection to Bank of America for the secured
interests of Bank of America in the Rental Proceeds, the security
interests granted Bank of America under its pre-petition Loan
Documents will extend to post-petition Rental Proceeds and will
have the same relative priority as the security interests and
liens asserted by Bank of America as of the Petition Date.  In
addition, Bank of America is granted post-petition replacement
liens and security interests in the same post-petition collateral,
including cash collateral assets.

As additional adequate protection, during the term of this Order,
except as expressly set forth herein or as otherwise consented to
in writing by Bank of America, there shall not be any additional
lien imposed upon Bank of America's collateral under 11 U.S.C.
Section 364(d) or any other provision of the Bankruptcy Code or
applicable law.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents
the Debtor.  In its schedules, the Debtor disclosed $13,156,424
in assets and $4,129,049 in liabilities.


TRILOGY DEV'T: West Edge Development Hits Another Snag
------------------------------------------------------
The Kansas City Business Journal reports that Cecil Van Tuyl's
construction partner, B.B. Andersen, has filed a suit against Van
Tuyl and two of his trustees claiming breach of contract and
fraud.

Mr. Van Tuyl led an investor group bought the assets of Trilogy
Development Company at a bankruptcy auction for $9.5 million.
Mr. Van Tuyl was outbid by RED Development's $10 million offer at
the auction but RED failed to close on the sale.

The suit has caused another snag for the West Edge project,
according to the Kansas City Business Journal.  The West Edge
project, once an $80 million development, is still half completed
and weather worn.

The Business Journal recounts that, Trilogy, led by advertising
executive Bob Bernstein and others, originally planned to build a
new headquarters for Bernstein-Rein and a boutique hotel, but a
construction dispute and financing problems mired the project in
about two years of inactivity.  When local auto magnate Cecil Van
Tuyl took over the project, it was viewed as a homecoming of
sorts.  More than a decade ago, he had envisioned a project in
that area west of Kansas City's Country Club Plaza.

Kansas City, Mo.-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build a mixed-use
development at 48th St. and Belleview Ave.  The Company sought
Chapter 11 protection (Bankr. W.D. Mo. Case No. 09-42219) on
May 15, 2009.  Jonathan A. Margolies, Esq., and R. Pete Smith,
Esq., at McDowell, Rice, Smith & Buchanan represent the Debtor.
In its petition, the Debtor estimated its assets and at
$100 million to $500 million.


TTR MATTESON: Court Confirms Plan of Reorganization
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has approved TTR Matteson, LLC's disclosure statement and
confirmed the Debtor's plan of organization, dated Nov. 11, 2010.

As reported in the Troubled Company Reporter on Feb. 10, 2011,
under the plan, holders of unsecured claims will receive 100% of
the allowed amounts of their claims on the effective date.  The
Debtor's members will retain their equity interest in the Debtor
after the confirmation of the Plan.

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

                        About TTR Matteson

Oak Brook, Illinois-based TTR Matteson, LLC, owns three commercial
properties.  The Company filed for Chapter 11 bankruptcy
protection on July 19, 2010 (Bankr. N.D. Ill. Case No. 10-31879).
Scott R. Clar, Esq., at Crane Heyman Simon Welch & Clar, in
Chicago, represents the Debtor in its restructuring effort. The
Debtor disclosed 16,552,953 in assets and $11,771,474 in
liabilities as of the Petition Date.


TULLY'S COFFEE: VP Ron Gai Resigns to Pursue Another Career
-----------------------------------------------------------
Tully's Coffee announced that Ron Gai has resigned from his
position as Vice President of Franchise and Licensing to pursue
another career opportunity effective Feb. 11, 2011.  Gai
originally joined Tully's in 2002 to help develop the wholesale
coffee division of the company.

Tully's has not announced a replacement at this time.

"Ron has been a valuable member of the Tully's family for nearly
nine years, and was instrumental in building the wholesale coffee
division of the company," said Carl Pennington, President and
Chief Executive Officer.  "While we'll all miss Ron and his
tremendous personality and passion for Tully's, we respect his
decision to leave the company to pursue other opportunities with a
wholesale company."

                        About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.

Tully's Coffee Corporation's consolidated balance sheet at
Sept. 28, 2008, showed $19.8 million in total assets and
$32.4 million in total liabilities, resulting in a $12.6 million
stockholders' deficit.  The company's September 30 balance sheet
also showed strained liquidity with $16.0 million in total current
assets available to pay $28.7 million in total current
liabilities.  The company also had $104.4 million in accumulated
deficit.  Tully's Coffee posted $801,000 in net losses on
$10.0 million in net sales for the 13-week period ended Sept. 28,
2008.


UAL CORP: 7th Cir. Says Claims Trader Not Entitled to Cure Claim
----------------------------------------------------------------
A claims trader buys claims against bankrupt debtors from
creditors at a discount.  See In re Kreisler, 546 F.3d 863, 864
(7th Cir. 2008).  ReGen Capital I, Inc., v. UAL Corporation, et
al., No. 10-1524 (7th. Cir.) addresses how purchased claims can be
affected by a debtor's decision to assume or reject executory
contracts from which those claims arose.  The U.S. Court of
Appeals for the Seventh Circuit affirmed the district court's
judgment holding that the purchaser of a prepetition unsecured
claim arising from executory contracts is not entitled to a "cure"
that would pay it 100 cents on the dollar for the claim because
the debtor did not assume the executory contracts at issue.

AT&T Corporation filed a general unsecured claim for $5.4 million,
later reduced by the court to $4.9 million, against United Air
Lines, Inc., after United defaulted on a series of contracts for
telecommunications services.  AT&T agreed to assign the claim to
ReGen, a claims trader.  Believing that United intended to assume
the AT&T executory contracts from which the general unsecured
claim arose, ReGen filed a "cure claim" in United's bankruptcy
proceedings to collect the full amount of the default.  Under the
Bankruptcy Code, a debtor cannot assume an executory contract
unless the debtor satisfies several statutory conditions,
including both receiving court approval and either curing any
default or providing adequate assurance that it will promptly
cure.  The result of the cure requirement is that a party to an
assumed executory contract with the debtor typically comes out
well ahead of other unsecured creditors.  United objected to
ReGen's cure claim and later filed notice of its intent to reject
the AT&T contracts.

The bankruptcy court denied ReGen's cure claim on two grounds.
First, the court determined that AT&T had not assigned ReGen a
right that entitled it to file for cure under 11 U.S.C. Sec.
365(b)(1)(A).  On that theory, only AT&T as a party to the
contracts, and not ReGen, could seek cure if United sought to
assume the contracts.  Second, the court concluded that, in any
case, United had rejected the AT&T contracts, foreclosing any
opportunity for either AT&T or ReGen to seek cure.  The district
court affirmed on both grounds.  Although the Seventh Circuit
disagreed with the bankruptcy and district courts on the first
point, the interpretation of AT&T's assignment to ReGen, the
Seventh Circuit agreed with both courts on the second.  United's
confirmed reorganization plan permitted it to reject the AT&T
contracts, and it did so effectively.  The rejection barred ReGen
from recovering the cure amount.

A copy of the Seventh Circuit's Feb. 18, 2011 decision is
available at http://is.gd/tgxROZfrom Leagle.com.  The panel
consists of Circuit Judges Michael Stephen Kanne, John Daniel
Tinder, and David Hamilton.  Judge Hamilton penned the opinion.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.


ULTIMATE ACQUISITION: Asks Court's Nod to Close 46 Retail Stores
----------------------------------------------------------------
Ultimate Acquisition Partners, LP, and CC Retail, LLC, asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to: (a) retain Gordon Brothers Retail Partners, LLC, and Hilco
Merchant Resources, LLC, as liquidating consultants; (b) close
their retail stores and other locations; (c) conduct store closing
sales; and (d) enter into a liquidation consulting agreement
providing for the liquidation of merchandise inventory and other
assets with the Consultants.

The Debtors have determined that an organized sale of their
existing inventory in all 46 of their retail stores, utilizing a
"going out of business structure", is in the best interest of
their estates and their creditors.

First, the Debtors do not have any debtor-in-possession financing
and have not secured any DIP financing.  Accordingly, they do not
have the requisite funding to operate their businesses as a going
concern on a prospective basis.  Second, Debtors' secured lender
General Electric Capital Corporation ("GECC") has not agreed to
permit the Debtors to use their cash collateral to acquire new
inventory for their stores.  Third, the Debtors are concerned that
the assets will lose value if an immediate liquidation of their
assets does not occur because inventory is not being replenished
with newer model merchandise.  Fourth, the Debtors are concerned
about shrinkage in the retail market environment, thereby further
reducing the value of the assets.  Finally, the Debtors have
analyzed other business models and alternatives short of
liquidation of the assets of the estate and, based thereon, have
determined that the highest and best value of the assets of the
estates will be achieved for the benefit of their creditors
through a liquidation sale.

The Debtors propose engaging in an orderly wind-down of their
operations through sales of inventory from each of their store
locations.  Depending on the progress of the sales, the Debtors
will close their various stores at various points during the Store
Closing Sales, reposition inventory in other stores as needed and
seek appropriate orders from the Court authorizing the Debtors to
reject their various leases, if a purchaser of the Debtors'
leaseholds is not found.

In order to maximize the value of the inventory to be included in
the Store Closing Sales at the closing stores and the owned
furniture, fixtures and equipment in the closing stores, the
Debtors intend to obtain the assistance of the Consultants who
specialize in, among other things, the large scale liquidation of
the Liquidation Assets on this type and scale.

The Debtors propose to commence the Store Closing Sales
immediately following the Hearing on this Motion.

A copy of the motion, including a list the store locations, the
Consultant Agreement, and the Sale Guidelines is available for
free at:

   http://bankrupt.com/misc/UltimateAcquisition.salemotion.pdf

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


URBAN BRANDS: Has Until April 19 to File Chapter 11 Plan
--------------------------------------------------------
the U.S. Bankruptcy Court for the District of Delaware had
extended Urban Brands, Inc., and its affiliated debtors' exclusive
periods to file and solicit acceptances of their proposed Chapter
11 plan until April 19, 2011, and June 20, respectively.

As reported in the Troubled Company Reporter on Jan. 25, 2011, the
Debtord related that they need additional time to pursue an
orderly wind-down of their remaining affairs in a prompt
and efficient manner.

                         About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor



UTE MESA: Proposes to Pay Unsecured Creditors in Full by 2013
-------------------------------------------------------------
Ute Mesa Lot 1, LLC, has filed a Chapter 11 Plan of Reorganization
with the U.S. Bankruptcy Court for the District of Colorado.

Pursuant to the Plan, the Reorganized Debtor will complete the
construction of the improvements on Lot 1 and will market and sell
Lot 1 for repayment of all Allowed Claims as provided in the Plan.
The holder of the Allowed Interest in the Debtor will contribute
50% of the Lot 2 Net Sale Proceeds up to $6.5 million to the
Reorganized Debtor to establish the Lot 2 Contribution Fund.

According to the Plan terms, administrative claims and priority
tax claims, which are unclassified, will be paid in full.

Unsecured Creditors will receive, on or before Dec. 31, 2013, from
(i) the Lot 1 Net Sale Proceeds and (ii) the Lot 2 Contribution
Fund, payment in full plus statutory interest from the Petition
Date until payment in full.

United Western Bank will receive payment in full from its Pro Rata
share of (i) the Lot 1 Net Sale Proceeds and (ii) the Lot 2
Contribution Fund.  UWB's claims in connection with Loan No.
320002111-3 and Loan No. 3218001011-3 will be determined by a
Final Order in connection with the State Law Civil Action or by
agreement between UWB and the Debtor, subject to Bankruptcy Court
approval.

Leathem Stearn, the Debtor's sole member, will not receive any
payments on his insider claim until all other payments required
under the Plan have been made in full but excluding Subordinated
Claims.

The holder of Interests in the Debtor will retain his ownership
interest but will be not be entitled to any distributions until
all payments required by the Plan have been made in full.

A copy of the Debtor's Chapter 11 Plan is available for free at:

            http://bankrupt.com/misc/UteMesa.PLan.pdf

                       About Ute Mesa Lot 1

Denver, Colorado-based Ute Mesa Lot 1, LLC, filed for Chapter 11
bankruptcy protection on August 13, 2010 (Bankr. D. Colo. Case No.
10-30620).  Duncan E. Barber, Esq., and Steven T. Mulligan, Esq.,
at Bieging Shapiro & Burrus LLP, in Denver, assist the Debtor in
its restructuring effort.  The Debtor disclosed $10,017,982 in
assets and $11,633,024 in liabilities.


VEBLEN WEST: Court Confirms Sale of Assets to Agstar Financial
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
entered an amended order granting Chapter 11 trustee Forrest C.
Allred's motion to confirm his sale to Veblen West Acquisition,
LLC, or its designee or assignee of all of Veblen West Dairy,
LLP's and the bankruptcy estate's right, title, and interest in
the dairy cattle, personal property, and real property,
including the dairy facility located thereon, free and clear of
all liens and other encumbrances.

Veblen Wast Dairy Acquisition, LLC, is the assignee of secured
creditor, AgStar Financial Services, FLCA, and AgStar Financial
Services, PCA.

The dairy cattle consists of approximately 3,700 dairy cows, of
Holstein-Jersey, Montbeliard and Scandinavian Red bloodlines.

Any liens or other encumbrances will be transferred and attached
to the sale proceeds in the order of their priority.

As reported in the Troubled Company Reporter on Feb. 1, 2011,
Morris, Minn.-based Riverview LLP made an offer to acquire the
Veblen East and Veblen West dairies, two bankrupt dairies in
northeast South Dakota.  Riverview stated in its paperwork that it
would continue operation of the dairies without interruption and
keep all employees.

As reported by the Troubled Company Reporter on Jan. 25, 2011,
the Bankruptcy Court granted the motion of Chapter 11 trustee Lee
Ann Pierce for the confirmation of her sale to Veblen East Dairy
Acquisition, LLC, of all of Veblen East Dairy Limited Partnership
and the bankruptcy estate's right, title, and interest in the
dairy cattle and personal property and in the real property
located in Marshall County, South Dakota, and the dairy facility
located thereon.

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor disclosed
$15.5 million in assets and $23.7 million in liabilities as of the
Chapter 11 filing.  Forrest C. Allred was appointed Chapter 11
trustee.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).


VICTOR VALLEY: Receives Final Order for Extension of Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
entered, on Feb. 10, 2011, its final order approving the emergency
motion of Victor Valley Community Hospital for the extension of
postpetition financing from Prime Healthcare Services Foundation,
Inc., in the maximum principal amount of $4,500,000, and
continuation of Super-Priority Administrative Expense Status
pursuant to 11 U.S.C. Sec. 346.

The Court concluded that an ongoing need exists for the Debtor to
have financing as sought in the motion in order to operate its
business, until such time as Debtor and purchasers Victor Valley
Hospital Real Estate, LLC, and Victor Valley Hospital Acquisition,
Inc., are in a position to close the pending sale of substantially
all the assets of the Debtor.

All advances and all other outstanding obligations under the DIP
Loan Agreement will be immediately due and payable in full in
cash, on the earlier of (i) the effective date of a plan of
reorganization for the Debtor approved by the purchasers; (ii)
acceleration of maturity of the obligations upon the occurrence of
an event of default; (iii) the sale or liquidation of all or
substantially all of the assets of the Debtor; (iv) twenty (20)
days after the Bankruptcy Court enters an order (a) confirming a
plan of reorganization for the Debtor that has not been approved
in writing by the purchasers; or (b) granting a motion to sell
substantially all of the Debtor's assets pursuant to a transaction
not approved in writing by the purchasers; (v) the date on which a
plan of reorganization or sale referred to in the prior subsection
(iv) becomes effective or is consummated; or (vi) Feb. 28, 2011
(the date upon which the first of the foregoing occurs
is referred to herein as the "Maturity Date"); provided that if on
the Maturity Date, the purchasers are the acquirers of the Assets,
the purchasers will forgive the repayment of the Outstanding
Amount and the Additional Advances and any accrued and unpaid
interest thereon as provided in paragraph 3(d) of the Sale Order.

To secure the payment and performance of the obligations, the
Lender is granted a security interest in and lien upon, and pledge
of all the Debtor's right, title and interest in and to all of its
personal and real property and assets whether now owned or
hereafter.

A copy of the final order is available for free at:

   http://bankrupt.com/misc/VictorValley.DIPLoanFinalOrder.pdf

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Debtor obtained interim permission to obtain postpetition
secured financing from Prime Healthcare Services Foundation, Inc.

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

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

Interest on outstanding advances under the Revolving Facility will
accrue monthly in arrears on the first day of each calendar month
at an annual rate equal to 1% calculated on the basis of a 360-day
year and for the actual number of calendar days elapsed in each
interest calculation period.  Interest accrued on each Advance
under the Revolving Facility will be due and payable in accordance
with the procedures provided for in Section 2.2 and Section 2.6 of
the DIP financing agreement, commencing the first business day of
the first calendar month following the Closing Date, and
continuing until the later of the expiration of the term and the
full performance and irrevocable payment in full in cash of the
obligations and termination of the DIP financing agreement.

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


WASHINGTON MUTUAL: Confirms Release of Securities Tendered
----------------------------------------------------------
Washington Mutual, Inc. confirmed that securities that were
tendered into contra-CUSIP accounts established with The
Depository Trust Company have been released and returned to the
target CUSIP accounts, and are available for trading by the
holders of such securities.  These securities were tendered to
contra-CUSIP accounts for the purpose of identifying and
"freezing" trading of the securities in connection with release
and exchange elections made with respect to WMI's proposed Sixth
Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of
the United States Bankruptcy Code (the "Sixth Amended Plan").

As set forth in detail in WMI's proposed solicitation procedures
with respect to the Modified Sixth Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the United States
Bankruptcy Code, the holders of the securities will have an
opportunity to resubmit release and exchange elections in
connection with the Modified Plan and all prior elections shall be
disregarded.

The solicitation procedures shall be considered by the United
States Bankruptcy Court for the District of Delaware on March 21,
2011.

Holders of preferred shares classified as "REIT Series" in Class
19 shall not have an opportunity to resubmit release elections;
such holders' elections made in connection with the Sixth Amended
Plan shall remain valid and enforceable in connection with the
Modified Plan and, to the extent that a holder elected to grant
the releases, such holder's shares shall remain in the respective
contra-CUSIP account established with DTC.

Security holders affected by these procedures should consult with
their respective financial and legal advisors.

WMI's Modified Plan and related Supplemental Disclosure Statement
are available at http://www.kccllc.net/wamu/ The Supplemental
Disclosure Statement is subject to approval by the Bankruptcy
Court and will be considered at a hearing scheduled to occur on
March 21, 2011.  The Modified Plan is subject to confirmation by
the Bankruptcy Court.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WELLINGTON PRESERVE: Can Hire Perry & Taylor as Special Counsel
---------------------------------------------------------------
Wellington Preserve Corporation sought and obtained authorization
from the Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida to employ Perry & Taylor, P.A., as
special counsel.

Perry & Taylor will render services in connection with zoning,
planning and revised plat approvals in reference to Wellington
Training Center aka Wellington Preserve.

Perry & Taylor will be paid based on the rates of its
professionals:

            F. Martin Perry           $400
            Susan L. Taylor           $250
             Paralegal                $100

F. Martin Perry, Esq., a partner at Perry & Taylor, assured the
Court that the firm does not hold any interest adverse to the
Debtor's estate and creditors, and is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

Miami, Florida-based Wellington Preserve Corporation filed for
Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-22049).
Ronald G Neiwirth, Esq., who has an office in Miami, Florida,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $50 million to $100 million.


WELLINGTON PRESERVE: Plan Filing Deadline Set for April 1
---------------------------------------------------------
The U.S. Bankruptcy Court for the Hon. Erik P. Kimball of the
Southern District of Florida has terminated the exclusive time for
Wellington Preserve Corporation to submit a plan of
reorganization.

Any party in interest, including Brennan Financial, Inc., may file
a plan of reorganization and solicit votes in favor of the plan.

The Debtor's deadline to file a plan of reorganization is extended
through and including April 1, 2011.

Miami, Florida-based Wellington Preserve Corporation filed for
Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-22049).
Ronald G Neiwirth, Esq., who has an office in Miami, Florida,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $50 million to $100 million.


WINDMILL DURANGO: Hearing on Plan Outline Schedules for March 9
---------------------------------------------------------------
The hearing on the disclosure statement describing Windmill
Durango Office, LLC's Chapter 11 plan is scheduled for March 9,
2011, at 2:00 p.m.

Pursuant to the Plan, the Debtor intends to maintain the
commercial property it owns in the ordinary course of business
upon confirmation of the Plan.

Administrative Claims, which are unclassified under the Plan, will
be paid in full.

The Debtor's property is encumbered by a lien securing a loan with
a principal balance of $16,188,110 as of Nov. 22, 2010, currently
held by Beal Bank Nevada.

Beal Bank will be paid the total principal loan amount of
$16,188,110 fully amortized over thirty (30) years, with principal
and interest (2.75%) paid monthly at the rate of $66,086.53, with
the balance of the remaining unpaid principal balance of
$12,189,347.85 paid as a final balloon payment at the end of ten
(10) years.

Undisputed General Unsecured Creditors will be paid in full ninety
(90) days after the entry of the confirmation order.

Equity Interest Holders in the Debtor will be paid only if funds
remain after all other classes of creditors have been paid
pursuant to the terms of the Plan.

A copy of the Disclosure Statement describing the Debtor's
Chapter 11 Plan is available for free at:

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

                      About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and  $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.


WJO INC: Can Continue Using Tristate Capital's Cash Until Feb. 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized WJO, Inc., on a fourth interim basis, to continue
using cash collateral of Lender Tristate Capital Bank for the
period from Jan. 26, 2011, to Feb. 28, 2011, at 5:00 p.m., to pay
expenses described in the weekly expenditures contained in a
budget.

The Lender asserts and the Debtor acknowledges that Lender holds
valid and enforceable claims the Debtor: (i) under the Revolving
Credit Facility, of unpaid principal of $$3.1 million and (ii)
under the Term Loan, of unpaid principal in the amount $820,000,
including without limitation interest, reasonable costs,
attorneys' fees, and other amounts owing under the prepetition
loan documents to the extent permitted by the Bankruptcy Code and
applicable law.

The Debtor will be permitted to exceed expenses, on a monthly
basis, in the budget by an amount not exceed either (a) 5% of
total expenses or (b) 5% with respect to each individual line item
set forth in the budget.

As adequate protection, the Lender is granted first priority
replacement liens in all of the properties of the Debtor
including, but not limited to, the Pre-Petition Collateral, the
Cash Collateral and all other assets of the Debtor, whether
acquired before or after the Petition Date.  To the extent such
adequate protection is insufficient to adequately protect the
Lender from diminution of its interest in the pre-petition cash
collateral, the Lender is granted a superpriority expense claim
allowable under Sections 503(b) and 507(b) of the Bankruptcy Code.

The Debtor's authority to use cash collateral will immediately
terminate upon the occurrence of certain events of default,
including, among others, breach of any terms of the Court's order,
conversion of the Debtor's case to a case under Chapter 7 of the
Bankruptcy Code, the appointment of a trustee in the Debtor's
bankruptcy case, and the dismissal of the Debtor's bankruptcy
case.

A further hearing on the Debtor's use of Cash Collateral will be
held on February 23, 2011, at 9:30 a.m.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.


W.R. GRACE: District Court to Hold Plan Status Conference Today
---------------------------------------------------------------
The Hon. Ronald L. Buckwalter, S.J., of the U.S. District Court
for the District of Delaware moved the status conference in the
bankruptcy cases of W.R. Grace & Co. and its debtor affiliates to
Wednesday, Feb. 23, 2011, at 10:00 a.m., in Courtroom 14A of
the United States Courthouse, 601 Market Street, in Philadelphia,
Pennsylvania.

                         The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000
in cash, plus interest accrued from Dec. 21, 2005 until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more
of the trusts to be created under Section 524(g) once the
provisions of the settlement agreement are fully met.  Sealed Air
noted that as of Dec. 31, 2010, its total cash payment would have
been approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or
before July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Create Netherlands HoldCo Structure
-----------------------------------------------------------
W.R. Grace & Co. and its units seek the Bankruptcy Court's
authority to establish a non-debtor foreign subsidiary holding
company structure pursuant to which W.R. Grace & Co.-Conn. will
transfer its equity interests in certain non-debtor foreign
subsidiaries to a holding company.

The equity interests of the holding company will be wholly owned
by Grace-Conn.  The Debtors intend to domicile in the Netherlands.

These entities are the Non-debtor HoldCo Subsidiaries whose equity
interests Grace-Conn. holds in part or in toto that Grace-Conn.
currently intends to transfer to the Netherlands HoldCo:

  * Grace Australia Pty. Ltd.
  * W. R. Grace (Hong Kong) Limited
  * W. R. Grace Specialty Chemicals (Malaysia) Sdn. Bhd.
  * Grace China Ltd.
  * Grace (New Zealand) Limited
  * W. R. Grace (Philippines), Inc.
  * W. R. Grace (Thailand) Ltd.
  * Grace AB (Sweden)
  * Grace S.A. (Belgium)
  * Grace Europe Holding GmbH
  * W. R. Grace S.A. (France)
  * Darex UK Limited
  * W. R. Grace Limited (UK)
  * Grace Construction Products (Ireland) Limited
  * Amicon B.V. Netherlands
  * Grace Sp. z.o.o. (Poland)
  * Grace Hellas E.P.E.
  * W. R. Grace Italiana S.p.A.
  * W. R. Grace Africa (Pty.) Limited
  * Grace Canada Inc.
  * W. R. Grace Finance (NRO) Ltd.
  * GEC Divestment Corporation Ltd.
  * Grace Venezuela, S.A.
  * Inversiones GSC, S.A. (Venezuela)
  * Grace Colombia S.A.
  * W.R.G. Colombia S.A.
  * W. R. Grace Holdings S.A. de C.V.
  * Arnicon Ireland Limited

According to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, establishing the Netherlands HoldCo Structure will:

  * centralize, simplify, and increase the cost effectiveness
    and tax efficiencies of the financing, cash management and
    other activities of certain of the Debtors' non-debtor
    foreign subsidiaries;

  * preserve foreign tax credits and maximize the availability
    of the net operating losses expected to result from payment
    of claims under the Plan; and

  * optimize the corporate structure of the Debtors' non-debtor
    foreign subsidiaries, which will streamline the Debtors'
    proposed exit financing.

Mr. Paul adds that the Netherlands is a highly favorable
jurisdiction in which to establish the Netherlands HoldCo
Structure.  The Netherlands: (i) has an extensive and favorable
tax treaty network, which allows for efficient capital transfers;
(ii) does not impose currency exchange restrictions; and (iii)
provides an attractive legal infrastructure in which to operate
sophisticated business enterprises, including business-friendly
civil and commercial law and a favorable corporate tax regime, he
points out.

Moreover, Mr. Paul says, any subsidiaries of the Non-debtor HoldCo
Subsidiaries will become indirect subsidiaries of Netherlands
HoldCo.  No Non-debtor HoldCo Subsidiary, nor any portion of the
equity thereof nor any assets held by any Non-debtor HoldCo
Subsidiary, will be transferred outside the Grace corporate group
as a result of the transactions contemplated by the creation of
the Netherlands HoldCo Structure, he tells the Court.  To the
extent that another Debtor holds a minority interest in a Non-
Debtor Netherlands HoldCo Subsidiary, that Debtor either may
retain any interest or transfer that interest to Netherlands
HoldCo.

The Debtors believe that the proposed transfers will involve
acceptable tax and other costs.  To the extent that they
determine subsequent to the Court's entry of the Order that any
proposed transfer would incur unexpectedly high tax and other
costs or present some other legal or operational issue requiring
resolution, the Debtors in their business judgment may either:
(a) revise the proposed transactions to avoid or minimize any
costs or to resolve any other legal or operational issue; or
(b) not undertake the contemplated transaction.

The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint Plan
of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos-related Personal Injury Claimants,
and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from Dec. 21, 2005 until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock.  As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Unsecureds, Garlock Appeal Plan Approval Order
----------------------------------------------------------
The Official Committee of Unsecured Creditors in W.R. Grace &
Co.'s cases, a group of lenders under the Prepetition Bank Credit
Facilities, and Garlock Sealing Technologies LLC, took an appeal
from Judge Judith Fitzgerald's Jan. 31, 2011 Order confirming the
Debtors' plan of reorganization.

The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved on January 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from Dec. 21, 2005, until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock.  As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)



ZEIGER CRANE: Hit by Downturn in Construction Industry
------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
Zeiger Crane Rental filed for Chapter 11 bankruptcy protection in
South Florida.

"The downturn in the construction industry and prevailing economic
conditions have contributed to decreased revenues," according to
Michael Seese of Hinshaw & Culbertson in Miami, counsel to the
Company.

Mr. Brinkmann relates, "The company has been in business for more
than 25 years and is a respected service provider.  We expect to
restructure the liabilities, possibly reduce the collateral base
to a level consistent with debt service capabilities and emerge
from Chapter 11 under a viable restructuring plan."

Riviera Beach-based Zeiger Crane Rental has been renting lift
equipment from major manufacturers since 1986 and has a fleet of
equipment in Manitowoc, Wisconsin.

Zeiger Crane Rental filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-14183) on Feb. 18, 2011.  Michael D. Seese, Esq., at
Hilnshaw & Culbertson LLP in Fort Lauderdale, Florida, serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$10,000,001 to $50,000,000.

Two affiliates Affiliate Atlantic Leasing, Inc. (Bankr. S.D. Fla.
Case No. 11-14185) and Dyer Road Property, LLC (Case No. 11-14188)
also filed Chapter 11 petitions.


* WSJ Looks at Top U.S. Lawyers in $1,000-Club
----------------------------------------------
Vanessa O'Connell, writing for The Wall Street Journal, takes a
look at U.S. attorneys who are charging as much as $1,250 an hour,
significantly more than in previous years, taking advantage of big
clients' willingness to pay top dollar for certain types of
services.

According to Ms. O'Connell, the club includes:

     -- Harvey Miller, Esq., a bankruptcy partner at New York-
        based Weil, Gotshal & Manges, and some other Weil lawyers
        who ask as much as $1,045 an hour;

     -- Kirk A. Radke, Esq., at Kirkland & Ellis LLP in New York,
        who advises clients on leveraged buyouts and forming
        private-equity funds, charges $1,250 hourly fee;

     -- William F. Nelson, Esq., a Washington-based tax partner at
        Bingham McCutchen, commands $1,095 an hour, up from $1,065
        last year.

     -- David Boies, Esq., chairman of Boies, Schiller & Flexner
        and a prominent trial lawyer, charges $960 an hour;

     -- top litigators at Morgan, Lewis & Bockius LLP, a
        Philadelphia-based firm, are asking as much as $1,200 an
        hour.  A spokeswoman for the firm said "less than 1% of
        our partners are at rates of $1,000 or more;"

     -- Gregory B. Craig, Esq., a former counsel to the Obama
        White House who joined Skadden, Arps, Slate, Meagher &
        Flom LLP a year ago as a Washington-based litigation
        partner, is asking $1,065 an hour;

     -- M&A lawyer John M. Reiss, Esq., at White & Case in New
        York, started billing $1,100 an hour last year;

According to Ms. O'Connell, a few pioneers had raised their fees
to more than $1,000 an hour about five years ago, at the peak of
the economic boom.  But after the recession hit, many of the rest
of the industry's elite were hesitant, until recently, to charge
more than $990 an hour.

The WSJ report says that, in recent years, pressure from clients
for discounts has made it increasingly difficult for law firms to
increase their lawyers' fees across the board.  Hourly rates for
partners rose by an average 3% in 2009 and 2010, and 2.3% this
year, compared with an 8% increase in 2008, according to
Hildebrandt Baker Robbins.  The average law-firm partner now asks
$635 an hour and bills $575, Hildebrandt Baker Robbins said.  But
a small group of attorneys in some specialties command
significantly more.

The Journal, citing Valeo, also relates that nearly 2.9% of
partners at a group of 24 large U.S. and British law firms asked
for $1,000 an hour or more in U.S. cases last year, up from 1.5%
in 2009.

The Journal also notes that London-based lawyers have tended to
charge higher per-hour rates than their U.S.-based counterparts.
However, London attorneys typically don't bill as many hours on a
case as do U.S. attorneys, some lawyers say.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 18, 2011
  WHARTON RESTRUCTURING CLUB
     7th Annual Wharton Restructuring and Turnaround Conference
        The Union League, Philadelphia, Pa.
           Contact: http://whartonrestructuringconference.org/
                    Colin McGinnis -- mcginnic@wharton.upenn.edu
                    Adam Piekarski -- adamjp@wharton.upenn.edu
                    Avi Robbins -- arobb@wharton.upenn.edu

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Debt Workout, Transactions, and Repositioning of
     Distressed Assets
        The Wharton School, University of Pennsylvania,
        Philadelphia, Pa.
           Contact: 1-646-728-3468 or www.icsc.org/2011UV

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 15, 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.


                  *** End of Transmission ***