TCR_Public/111228.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, December 28, 2011, Vol. 15, No. 360

                            Headlines

3 G PROPERTIES: Court Confirms Amended Plan of Liquidation
AMBAC FINANCIAL: Wants Claims Acquisition Notice Order
AMBAC FINANCIAL: Resolves Depfa Bank's $2-Billion Claim
AMERICAN APPAREL: Disowns 2011 EBITDA Estimates Report
AQUILEX HOLDINGS: Reaches Deal With Lenders on Restructuring

BARTON COUNTY MUTUAL: Judge OKs Takeover of Insolvent Insurers
BATAA/KIERLAND LLC: JPMCC Paid in 20 Yrs. If 1111(b) Election Made
BORDERS GROUP: Court Confirms Committee-Backed Liquidating Plan
BORDERS GROUP: Wins Approval of Next Jump Settlement Agreement
BP CLOTHING: Has Interim OK on Factoring Deal With First Capital

BXP 1 LLC: Wants Stipulation Terminating Receivership Approved
CDC PROPERTIES: Case Dismissed for Lack of Chance to Rehabilitate
CHURCH FOR ART: N.Y. Court Flips Ruling in Interpleader Action
CLARE AT WATER TOWER: Hires DLA Piper as Bankruptcy Counsel
CLARE AT WATER TOWER: Taps Houlihan Lokey as Financial Advisor

CIMA LLC: Hearing on Exclusivity Extension Request Set for Jan. 17
CROWN MEDIA: SC Affirms Recapitalization Lawsuit Dismissal
COLONY RESORTS: Cancels Joint Services Pact with Resorts Int'l
CYBEX INTERNATIONAL: Fails to Comply with NASDAQ Bid Price Rule
DELTA PETROLEUM: Seeks to Honor Royalty & ORRI Obligations

DUNE ENERGY: Inks Indemnification Agreements with Directors
DYNEGY INC: Sec. 341 Meeting of Creditors Set for Jan. 20
DYNEGY INC: Court Orders Examiner in Debtor's Cases
DYNEGY INC: Court Approves Rejection of Facility Leases
EAGLE INDUSTRIES: Creditors Committee Opposes Plan Confirmation

EASTMAN KODAK: KKR Representatives Step Down From Board
HARRISBURG, PA: Files Second Attempt to Restore Bankruptcy
HARTFORD COMPUTER: Seeks Recognition of Chapter 11 Case in Canada
HARTFORD COMPUTER: Wins Approval to Hire KCC as Claims Agent
HAWKER BEECHCRAFT: J. Maslowski to Retire as Gov. Business Pres.

HOLLIFIELD RANCHES: Wants Automatic Stay in Effect Until Jan. 11
HAWAIIAN TELCOM: Litigation Trustee Loses Bid to Seal Doc
JEREMIAH O'BRIEN: Objection to $2.4MM FTBK Claim Overruled
KOREA TECHNOLOGY: Has Until Jan. 11 to Propose Chapter 11 Plan
MACKINNON TRANSPORT: Has Intent for Restructuring Under BIA

MADISON 92ND: Plan Centers on Hotel Sale, Pursue Causes of Action
MAYWOOD CAPITAL: Trustee Moves to Foreclose NY Properties
MOUNTAIN PROVINCE: Mulls Potential Spinout of Kennady Project
MT. JORDAN: Utah Court Confirms Modified Bankruptcy Exit Plan
MT VERNON: Can Access Fannie Mae/CNB Cash Collateral Until Feb. 28

MT VERNON: Has Access to Colombo Bank Cash Collateral Until Feb 28
MT VERNON: Can Access Carrolton Bank Cash Collateral Until Feb. 28
NEBRASKA BOOK: DIP Lenders Agree to Waive November EBITDA Covenant
NEVADA CANCER: Disclosure Statement Hearing Continued to Jan. 26
NEVADA CANCER: Seeks to Hire Klee Tuchin as Bankruptcy Counsel

NEVADA CANCER: Taps Lewis and Roca as Nevada Counsel
NEVADA CANCER: Files Schedules of Assets and Liabilities
NEVADA CANCER: Court Sets Jan. 30 General Claims Bar Date
NEVADA CANCER: Sec. 341 Creditors' Meeting Set for Jan. 12
OLD CORKSCREW: Berger Singerman Notifies Change of Address

OLDE PRAIRIE: Court Says Plan Must Permit Lender' to Credit Bid
PELICAN ISLES: Feb. 16 Combined Hearing on Plan Set
PENINSULA HOSPITAL: Proposes $8-Mil. DIP Loan from Revival Funding
PIEDMONT CENTER: KeySource Wants Lift Stay, Block of Cash Access
QUALTEQ INC: Venue Transfer Hearing Excludes Ad Hoc Panel's Gripe

REGAL ENTERTAINMENT: M. Campbell Resigns as Executive Chairman
REDDY ICE: Common Stock to Suspend Trading on NYSE
RENASCENT INC: Plan Confirmation Hearing Continued Until Jan. 12
ROOMSTORE INC: Hires Lowenstein Sandler as Bankruptcy Counsel
ROOMSTORE INC: Hires Feinblum as Real Estate Consultant

ROOMSTORE INC: Assumes Amended Contract With Hilco
SEARS HOLDINGS: To Close 120 Stores in Turnaround Plan
SHINER CHEMICALS: Asks Court to Dismiss Involuntary Ch. 11 Case
SHINER WAREHOUSE: Asks Court to Dismiss Involuntary Ch. 11 Case
STANADYNE HOLDINGS: Inks Third Amendment to Wells Fargo Facility

STOCKDALE TOWER: Seeks to Employ CB Richard as Real Estate Broker
SUMMO INC: Asks Court to Approve "Lift Stay" with Frontier Bank
WASHINGTON MUTUAL: Dime Litigation Reps Now Included in Mediation
WAVERLY GARDENS: Bankruptcy Court Clerk Order to Close Ch. 11 Case
WEST END: 2nd Amended Plan Provides for Liquidation of Assets

WILLIAM LYON: Wins Court Okay to Tap $15MM From Colony DIP Loan
WILLIAM LYON: Court Extends Schedules Filing Deadline
WILLIAM LYON: Has Green Light to Hire KCC as Claims Agent
WILLIAM LYON: Hiring Pachulski Stang as Chapter 11 Counsel
WILLIAM LYON: Hiring Sitrick as Communications Consultant

WINDRUSH SCHOOL: Wells Fargo Withdraws Motion for Case Conversion
WINDRUSH SCHOOL: Bank Wants Case Converted to Ch. 7 or Dismissed

* Upcoming Meetings, Conferences and Seminars



                            *********

3 G PROPERTIES: Court Confirms Amended Plan of Liquidation
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, on Dec. 5, 2011, confirmed the 3 G Properties, LLC's
Amended and Restated Plan of Liquidation dated Nov. 3, 2011, as
modified on Dec. 1, 2011.

The Second Amended Disclosure Statement filed by Debtor on Nov. 3,
2011, was conditional approved by the Court in an order dated Nov.
4, 2011.

Administrative claims, priority claims and tax claims are
unimpaired under the Plan.

Secured claims, including the $8,663,411 owed to Capital Bank,
$3,333,519 owed to Southern Community Bank and Trust, and
$1,400,000 owed to the County of Granville, North Carolina, are
impaired.  Capital Bank, Southern Community Bank, and Granville
county specifically accepted the Modified Plan.

Unsecured claims are also impaired.  Holders of thee claims will
be paid, on a pro rata basis, from the "remaining cash balance."

Holders of member interests in the Debtor will retain their equity
interests; however, such retained interests will be subordinate to
all payments to creditors provided for in the Plan.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/3gproperties.doc209.pdf

                       About 3 G Properties

Wake Forest, North Carolina-based 3 G Properties, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 10-04763) on
June 14, 2010.  3 G Properties is a North Carolina limited
liability company formed as a result of the statutory merger of
three existing North Carolina limited liability companies: Lake
Glad Road Partners, LLC, Lake Glad Road Commercial, LLC, and
Granville Park Partners, LLC.  The Debtor owns four separate real
estate tracts: (i) approximately 510 acres of commercial property
located in Granville County and Vance County, North Carolina known
as Triangle North Park, (ii) 58 acres of commercial property
located in Granville County, North Carolina, which is part of the
Highland Trails development project, (iii) 192 acres of
residential property located in Granville County, North Carolina,
also part of the Highland Trails development project, and (iv) a
17.2 acre tract adjacent to the Triangle North Parke property
which is known as the "Ball Property".

Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., in Raleigh, N.C., represent the Debtor in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


AMBAC FINANCIAL: Wants Claims Acquisition Notice Order
------------------------------------------------------
Ambac Financial Group, Inc. asks Judge Shelley Chapman to enter a
"Claims Acquisition Notice Order."

In November 2010, the Court entered the Trading Order
establishing procedures for certain transfers of equity interests
and claims against the Debtor.  In July 2011, the Debtor filed
with the Court a reporting notice as required in the Trading
Order.  Pursuant to the Trading Order, once the Debtor filed the
Reporting Notice with the Court, Beneficial Owners of more than
$55 million of claims against the Debtor were required to serve a
notice upon the Debtor and its counsel by August 18, 2011.

Pursuant to the Second Amended Plan of Reorganization, on the
Plan's effective date, holders of Class 3 General Unsecured
Claims, Class 4 Senior Notes Claims, and Class 5 Subordinated
Notes Claims would receive or would be eligible to receive new
common stock in the reorganized Debtor.  Moreover, the Plan is a
Section 382(l)(5) of the Internal Revenue Code Plan.

After reviewing the Substantial Claimholder Notices received, the
Debtor has determined that entry of a Sell Down Order is not at
this time required in order to preserve its tax attributes and
implement the Plan, provided the Court enters the Claims
Acquisition Notice Order, Allison H. Weis, Esq., at Dewey &
LeBoeuf LLP, in New York, relates.

Pursuant to the Claims Acquisition Notice Order:

(I) (a) Any Entity proposing to acquire Claims in a transaction
         following which that Entity would have Beneficial
         Ownership of Claims that, pursuant to the Plan, would
         entitle the Entity to receive New Common Stock in
         exceeding the amount of New Common Stock to which the
         Entity would have been entitled based upon the holdings
         reported on that Entity's Substantial Claimholder
         Notice; and (b) any Entity that would become a
         Potential Substantial New Stockholder by virtue of a
         proposed acquisition of Beneficial Ownership of Claims,
         will be required, at least 15 business days prior to
         the consummation of the transaction, to serve upon the
         Debtor and its counsel, by overnight mail, advance
         written notice of the intended Claims acquisition, in
         the form attached to the Trading Order as Schedule 6.

(II) The Debtor will have ten business days after the receipt of
     a Proposed Claims Acquisition Notice to file with the Court
     and serve upon the Entity providing the notice an objection
     to any proposed acquisition described in the notice on the
     grounds that the acquisition might adversely affect the
     Debtor's ability to utilize its tax attributes.  If the
     Debtor files an objection, the acquisition described in the
     Proposed Claims Acquisition Notice will not be effective
     unless approved by a final and nonappealable order of the
     Court.  If the Debtor does not object within 10 business
     days, the acquisition described in the Proposed Claims
     Acquisition Notice may proceed solely as set forth in the
     notice.  Any further Claims acquisitions by the Entity
     providing the Proposed Claims Acquisition Notice will be
     the subject of additional notices.

(III) Any Entity that has acquired Beneficial Ownership of Claims
     as to which a Proposed Claims Acquisition Notice would have
     been required, but for the fact that the acquisition
     occurred prior to the entry of the Claims Acquisition
     Notice Order, will serve a Proposed Claims Acquisition
     Notice upon the Debtor and its counsel, by overnight mail,
     within 15 days of the entry of the Claims Acquisition
     Notice Order.  If the Debtor determines that the retention
     by the Entity of those Claims could jeopardize the
     implementation of the Plan, the Debtor may serve a Sell
     Down Notice on the Entity, in which case the procedures
     described in the Trading Order with respect to Sell Down
     Notices will apply.

(IV) The Equity Forfeiture Provisions set forth in the Trading
     Order will apply to any Entity that fails to comply with
     the Claims Acquisition Notice Order or any terms of the
     Trading Order.

The Trading Order specifically contemplates entry of a Claims
Acquisition Notice Order under these circumstances to preserve
the Debtor's tax attributes and ability to implement the Plan.
Under the Trading Order, the Debtor is required, subject to
certain inapplicable exceptions, to keep information provided in
Proposed Claims Acquisition Notices received by it and its
counsel confidential, Ms. Weis notes.  Accordingly, the Debtor
seeks Court permission to file under seal any affidavit of
service relating to any Sell Down Notice served upon a
Claimholder in accordance with the Claims Acquisition Notice
Order pursuant to Section 107(b) of the Bankruptcy Code and Rule
9018 of the Federal Rules of Bankruptcy Procedure.

Promptly following entry of the Claims Acquisition Notice Order:

  * The Debtor will serve a notice on the U.S. Trustee for
    Region 2, counsel for the Official Committee of Unsecured
    Creditors, counsel for the Office of the Commissioner of
    Insurance of the State of Wisconsin, and any Entity that has
    filed a written request for notice with the Court pursuant
    to Bankruptcy Rule 2002;

  * The Debtor will cause the Notice to be served on each
    registered holder of more than $10 million of Senior or
    Subordinated Notes, and any registered holder of more than
    $10 million of Senior or Subordinated Notes will, in turn,
    be required to promptly provide the Notice to any holder for
    whose account the registered holder holds more than $10
    million of Senior or Subordinated Notes, and so on down the
    chain of ownership; and

  * The Debtor will cause the Notice to be published on the
    Bloomberg newswire service and the Depository Trust Company
    Legal Notice System.

The Debtor asks the Court to find that service and publication of
the Notice be considered good, adequate, and sufficient notice of
entry of the Claims Acquisition Notice Order.

The Court will consider the Debtor's request on January 6, 2012.
Objections are due no later than December 30, 2011.

                       About Ambac Financial

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

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

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

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

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

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

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

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

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Resolves Depfa Bank's $2-Billion Claim
-------------------------------------------------------
Ambac Financial Group, Inc. entered into a Court-approved
stipulation with Depfa Bank plc to deem Claim No. 2966 withdrawn
with prejudice.

Depfa Bank is the alleged holder of bonds and debt securities
with initial notional amounts aggregating more than $2 billion
and which are the subject of financial guaranty insurance
policies by the Debtor's subsidiary, Ambac Assurance Corporation.
Depfa Bank alleged that the Debtor should be responsible for
AAC's debt since it dominated and controlled AAC.

Claim No. 2966 was filed by Depfa Bank in March 2011, to which
the Debtor filed an objection to.

The claim withdrawal is not deemed to release, discharge,
withdraw or otherwise affect any claim that Depfa may have
against AAC or the Segregated Account of AAC.

The parties will bear their own costs, expenses and attorneys'
fees incurred in connection with the Claim, the Objection and the
Stipulation.

                       About Ambac Financial

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

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

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

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

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

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

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

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

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN APPAREL: Disowns 2011 EBITDA Estimates Report
------------------------------------------------------
Last week, an article appeared in a trade publication that
referred to estimates of American Apparel, Inc.'s fiscal 2011
EBITDA that were attributed to the Company's Chief Executive
Officer.  Consistent with the Company's policy to not make
projections of EBITDA or other financial performance measures, the
Company hereby disclaims those estimates and cautions that no
reliance should be placed on them.

                       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 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 Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AQUILEX HOLDINGS: Reaches Deal With Lenders on Restructuring
------------------------------------------------------------
Aquilex Holdings LLC announced Friday that it has reached
agreement with institutions holding 100% of its first lien debt,
100% of the Company's second lien debt and holders of
approximately 92% of the Company's outstanding 11-1/8% Senior
Notes due 2016 on the terms of a consensual financial
restructuring transaction that would significantly reduce the
Company's debt and recapitalize the Company with a substantial
amount of new equity.  The Company expects that the transaction
will likely be completed in late January to mid-February 2012
pursuant to a voluntary exchange offer the Company has launched
today.  Under the restructuring, all trade creditors would receive
payment in full in the ordinary course.

"We are making strong progress in our financial restructuring
efforts and are thrilled to have now received such overwhelming
support prior to initiating solicitation of the transaction from
institutions holding 100% of our first lien debt, 100% of our
second lien debt and holders of approximately 92% of our Senior
Notes for our debt reduction plan," said Bill Varner, President
and Chief Executive Officer of Aquilex.

"The implementation of this plan, most likely through a voluntary
exchange offer now underway, will significantly enhance Aquilex's
capital structure and our prospects for renewed growth and
success.  We look forward to significantly deleveraging our
balance sheet, strengthening our financial flexibility and
investing in the business to better serve our customers.  Upon
completion, this transaction will reduce our debt by 71%, or
approximately $322 million, and our debt service costs will
decline by 70% to approximately $12 million annually.  When
coupled with expected cash at closing of $16.5 million and an Exit
Revolver facility of $40 million, the Company will be on a solid
financial foundation."

Aquilex has entered into a restructuring support agreement that
provides for treatment of the Company's first lien debt, second
lien debt, Senior Notes and all of the equity interests of the
Company through either a voluntary exchange offer or a prepackaged
plan of reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  The Company launched the Exchange Offer Friday.  In
conjunction with the closing of the restructuring, the Company
expects that affiliates of Centerbridge Partners, L.P., would
become the controlling shareholder of Aquilex.

Under the terms of the Support Agreement:

  -- First lien lenders will (i) amend the Credit Agreement to
     provide for a restructured term loan in the amount of
     approximately $132.8 million that will mature in April 2016,
     with financial covenants reset to the Company's current
     business plan, and (ii) receive a $65 million paydown;

  -- Second lien lenders will convert their debt into new
     participating preferred equity of the reorganized Aquilex
     representing 10.5% of the fully diluted equity; and

  -- Holders of the Senior Notes who are accredited investors will
     be asked to exchange their existing Senior Notes in return
     for their pro rata share of approximately 29.8% to 33.3% of
     the fully diluted equity of the reorganized Aquilex and the
     ability to purchase, pursuant to a rights offering in an
     aggregate amount of $80 million (the "Rights Offering"),
     their pro rata share of the new participating preferred
     equity of the reorganized Aquilex representing approximately
     53.4% of the fully diluted equity.  Non-accredited investors
     who owned their Senior Notes on Dec. 23, 2011, will be
     offered a cash payment for their Senior Notes equal to 37.5%
     of the principal amount of the Senior Notes tendered to the
     offer, while non-accredited investors who acquired their
     Senior Notes after Dec. 23, 2011, will be offered the
     same percentage offered to accredited investors.  Holders of
     the Senior Notes who are accredited investors will have the
     option to receive cash in lieu of common equity and the
     Rights Offering in an amount equal to 24.8% to 27.7% of the
     principal amount of the Senior Notes.  In addition,
     noteholders who are not backstopping the Rights Offering and
     who participate in the Exchange Offer will receive a consent
     fee equal to 3% of the principal amount tendered.

  -- Holders of the current equity interests of the Company will
     have their interests canceled.

To provide certainty to the Rights Offering being fully
subscribed, the Company has entered into a Backstop Purchase
Agreement with certain holders of the Company's Senior Notes,
pursuant to which these holders have agreed to fully backstop the
Rights Offering.  In return for this commitment, these parties
will receive a fee of $3.6 million, which will be payable in new
second-lien debt and which, upon closing, will be equitized into
new participating preferred equity of the reorganized Aquilex,
representing 2.4% of the fully diluted equity.  In addition,
depending on the number of noteholders electing the cash-out
option, the backstop parties will receive new participating
preferred equity of the reorganized Aquilex representing up to
3.5% of the fully diluted equity in return for funding such cash
requirement.

The closing of the Exchange Offer is conditioned upon, among other
things, a fully committed Exit Revolver with a $40 million
commitment, acceptances from holders of at least 90% of the first
lien debt to the amendment to the Credit Agreement, agreement from
100% of the second lien lenders to the conversion of their debt
and 99% of the aggregate principal amount of Senior Notes having
been validly tendered into the Exchange Offer and not withdrawn.
To date, the Company has received the necessary acceptances from
the first lien lenders and second lien lenders.

Mr. Varner stated, "The overwhelming support we have received from
our creditor groups, prior to today's launch of the transaction,
provides us with confidence that the transaction is very likely to
be consummated out-of-court."

If the Exchange Offer conditions are not met, the Company will
commence a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code in order to implement the restructuring plan.
Under this scenario, the Company currently expects an expeditious
court process of less than 60 days and that the proceedings would
not affect its customers, vendors or employees.  The Company has
entered into a $10 million Debtor-in-Possession financing
commitment letter with Royal Bank of Canada as agent in order to
finance such process, and the backstop parties providing the
Rights Offering backstop have agreed to increase their investment
in the participating preferred equity by an additional $5 million
in the event of a Chapter 11 filing.  In such a circumstance, the
fully diluted equity ownership percentage will be modified to:

  -- 10.7% for the second lien lenders;

  -- 53.4% for the participants in the Rights Offering;

  -- 26.8% to 30.1% for the holders of the Senior Notes;

  -- 3.3% for the backstop parties in exchange for their
     additional $5 million investment;

  --Depending on the number of noteholders electing the cash-out
    option, up to 3.3% for the backstop parties in return for
    funding such cash requirement; and

  -- 2.4% for the backstop parties for the backstop fee.

There will be no consent fee paid in the event of a Chapter 11
filing, and in such a case the cash-out option provided to the
holders of the Senior Notes will be 22.3% to 25.1% for accredited
investors and 37.5% for non-accredited investors.

Rothschild Inc. is acting as financial advisor and investment
banker and Richards, Layton & Finger is acting as legal advisor to
Aquilex in connection with the restructuring.  Alvarez & Marsal is
acting as restructuring advisor to the Company.

A complete text of the Restructuring Support Agreement is
available for free at http://is.gd/7YI6Tw

A complete text of the Backstop Purchase Agreement is available
for free at http://is.gd/5nckW1

About Aquilex Holdings

Atlanta, Ga.-based Aquilex Holdings LLC is the parent of Aquilex
Corporation, a provider of critical maintenance, repair and
industrial cleaning solutions to the energy industry.  Through its
divisional and branch offices in the United States, Europe and the
Middle East, the Company provides its services to a diverse global
base of over 600 customers, primarily in the oil and gas refining,
chemical and petrochemical production, fossil and nuclear power
generation and waste-to-energy industries.

Aquilex reported a net loss of $298.6 million on $327.7 million
of revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $27.5 million on $324.0 million of revenues for
the same period a year ago.

Aquilex's balance sheet at Sept. 30, 2011, showed $400.5 million
in total assets, $505.5 million in total liabilities, and a
stockholders' deficit of $105.0 million.

*     *     *

On Dec. 16, 2011, Standard & Poor's Ratings Services lowered its
corporate credit rating on Atlanta, Ga.-based Aquilex Holdings LLC
to 'D' from 'CC'.  "We also lowered the issue-level rating on the
Company's senior unsecured notes to 'D' from 'C' and lowered the
issue-level rating on its first-lien senior secured debt to 'CC'
from 'CCC'.  Our '1' recovery rating on the first-lien facilities
remains unchanged and indicates our expectations of very high (90%
to 100%) recovery for lenders.  We have removed all ratings from
CreditWatch where we placed them with negative implications on
Nov. 21, 2011," S&P said.

"The downgrade reflects Aquilex's failure to pay the scheduled
interest on its $225 million senior unsecured notes which mature
on Dec. 15, 2016," said Standard & Poor's credit analyst James T.
Siahaan.  The semiannual interest payment was due Dec. 15, 2011.


BARTON COUNTY MUTUAL: Judge OKs Takeover of Insolvent Insurers
--------------------------------------------------------------
A Barton County, Kansas judge has approved a proposal to allow
Missouri Farm Bureau to assume operations of three insolvent
insurance companies.  Operated by the Barton County Mutual Group,
the three small companies became insolvent after paying claims
from the May 22 Joplin tornado. The judge has approved a proposal
by the Missouri Department of Insurance, which:

   * allows the three companies to merge into one company
     managed by Farm Bureau;

   * allows Farm Bureau to invest approximately $14 million
     in surplus notes to restore the company's surplus to a
     positive level, with the notes being backed by the
     Missouri Property and Casualty Insurance Guaranty
     Association;

   * allows the new company the financial capacity to ensure
     all policyholder claims are paid and policyholder coverage
     to continue; and

   * requires the new company to buy an amount of reinsurance
     deemed adequate by the department to meet future claims
     obligations.

The three companies had premium sales of $29 million in 2010, but
reported claims of $48 million related to the Joplin tornado.  The
judge ordered the three companies into receivership on Dec. 1,
placing them under the management of the Department of Insurance.
Once the plan is implemented according to the judge's order, the
department's control will be lifted.

"This is a win for all involved," said John M. Huff, director of
the Missouri Department of Insurance. "Policyholders' claims will
be paid and Missouri taxpayers will not have to foot the bill. I
commend Farm Bureau and Guaranty Association for partnering with
us in this innovative agreement."

"We are pleased the Department of Insurance and now a Missouri
Circuit Judge recognize the financial strength and management
expertise of Missouri Farm Bureau to stabilize these three
insurance companies and protect their policy holders," said Blake
Hurst, president of Missouri Farm Bureau.  "The Joplin tornado was
a devastating event that resulted in property losses that were too
much for these companies to handle.  We will work to ensure that
policyholder claims are paid and all policyholders' coverage is
continued."

Missouri Farm Bureau operates the state's seventh largest home-
owners insurance company, with premium sales of $39 million in
2010, and the state's ninth largest auto insurer, with premium
sales of $60 million.

The three insolvent companies are Barton Mutual Insurance Co.,
Gateway Mutual Insurance Co. and Cape Mutual Insurance Co., which
have about 41,000 policyholders with homeowners and fire policies.
They are licensed as extended Missouri mutuals, also known as
county mutuals or farm mutuals.  In general, county mutuals are
small companies serving rural policyholders.  There are about 90
of them in Missouri.

Mr. Huff said policyholders must continue making premium payments
to keep their insurance coverage intact.  Payments should continue
to be sent to the Barton County Mutual Group's office in Liberal.

Consumers or insurance agents with questions about any of the
three companies in receivership should contact the Insurance
Consumer Hotline at 800-726-7390 or visit insurance.mo.gov.


BATAA/KIERLAND LLC: JPMCC Paid in 20 Yrs. If 1111(b) Election Made
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the Amended Disclosure Statement relating to the Amended Plan of
Reorganization of Bataa/Kierland, LLC, dated Sept. 2, 2011.

The Plan will be funded by the Debtor's funds on hand, operations
of the Property, and a capital infusion in the amount of the New
Value by the Interest Holder or the Successful Bidder, if an
auction is held.

Bataa Oil intends to fund the New Value contribution through
existing cash that Bataa Oil currently has on hand, and any
additional cash received by Bataa Oil prior to the Confirmation
Date.

To the extent that Bataa Oil does not have sufficient funds to
make the New Value contribution by the Confirmation Date, Bataa
Oil has arranged for the receipt of a loan, up to $200,000, from
Banker?s Trust that can be drawn upon by Bataa Oil to make the New
Value contribution.

The Plan segregates the various Claims against and Interests in
the Debtor into seven classes: Priority Claims (Class 1), Secured
Claims (Class 2), Tenant Security Deposits (Class 3), Unsecured
Claims (Class 4), Kierland II (Class 4), Banker's Trust (Class 6)
and Interest Holders (Class 7).

With the exception of the Classes 1-A through 1-C (the "Priority
Claims"), all the creditors of the Debtor are impaired under the
terms of the Plan.

Class 7 consists of all Allowed Interests of Bataa Oil, the
Interest Holder in the Debtor.  The Interest Holder will purchase
the equity interests in the Reorganized Debtor by the contribution
of cash to the Reorganized Debtor in the total amount of $240,000,
payable on the Effective Date of the Plan (i.e., the New Value).
The New Value will be used to:

   (a) pay the amount necessary to pay all Class 1 Allowed
       Priority Claims;

   (b) pay the amounts to Maricopa County (Class 2-B), to the
       extent that the cash on hand or cash flow from the Property
       is insufficient to pay the taxes;

   (c) pay the Unsecured Distribution Amount of $42,000;

   (d) fund the Reserve Account to pay, as necessary, among other
       things, (1) interest-only payments to JPMCC and, debt
       service payments, to the extent that cash flow is
       insufficient to make debt service payments, (2) tenant
       improvements, (3) broker's commissions, and (4) other
       necessary and appropriate capital expenses of the Property
       to ensure that the value of the Property is maintained.

If the Court determines that, under the circumstances, the New
Value to be contributed by the Interest Holder is insufficient, or
that other parties-in-interest should be allowed to bid for the
equity interests in the Reorganized Debtor, then other interested
parties may bid for the equity interests in the Reorganized
Debtor.

JPMCC's Secured Claim

JPMCC 2007-CIBC 19 East Greenway, LLC (Class 2-A) has asserted a
claim against the Debtor, allegedly secured by the Debtor's
primary asset consisting of a Class "A" office building and
associated surface parking area, known as Kierland Corporate
Center, in the amount of $28,023,082.82, according to a proof of
claim filed by JPMCC.  If the default interest and "pre-payment
premium", which the Debtor disputes, are excluded from the
calculation of the amount of JPMCC's claim, then the amount of
JPMCC's claim is approximately $23,461,480.

The treatment of JPMCC's Claims will depend on whether it makes
the Section 1111(b) Election or not:

  (i) If JPMCC does not make the Section 1111(b) Election,
pursuant to Section 506(a)(1) of the Bankruptcy Code, the amount
of JPMCC's Allowed Secured Claim will be limited to the value of
its collateral, which the Debtor believes to be no more than
$6.5 million.  The remainder of JPMCC's Allowed Claim will be
treated as a general unsecured claim in Class 4.  The Debtor
intends to pay JPMCC's Allowed Secured Claim in full, with
interest at the Plan Rate, over a period of seven years.   During
the initial 24 months of the term of the New Note, the Debtor will
make monthly interest only payments to JPMCC at the Plan Rate.
Thereafter, the Debtor will monthly payments of principal and
interest until the Maturity Date based upon a 25 year amortization
with interest at the Plan Rate.  Any remaining principal balance
and any interest due under the New Note will be paid to JPMCC on
the Maturity Date.

(ii) If JPMCC makes the Section 1111(b) election, then JPMCC's
entire Allowed Claim will be treated as fully secured, and JPMCC
will not have any claims in Class 4.

In this event, the Debtor will treat JPMCC?s Allowed Claim as
follows:

  -- Subject to the terms of this Plan and any Order confirming
this Plan, JPMCC will retain its lien on the Property and its
other pre-petition collateral in the full amount of its Allowed
Claim, as such Allowed Claim is determined by the Court.

  -- For purposes of this analysis, the Debtor assumes that (i)
JPMCC's Allowed Claim will be established at no more than
$23,500,000, rather than the over $28,000,000 asserted by
JPMCC in its pleadings filed in this case; and (ii) the value of
JPMCC's collateral is $6.5 million.

  --The actual amount of JPMCC's Allowed Claim, and the value of
its collateral base, will be established by the Court.

  -- The Reorganized Debtor will pay the total amount of JPMCC's
Allowed Claim on or before the end of the 20th year following the
Effective Date of the Plan as follows:

  (i) On the Effective Date, the Debtor will make a payment of
$42,000 to JPMCC;

(ii) Each month thereafter for a total period of 35 months
following the Effective Date, the Debtor will make monthly
payments of $42,000 each to JPMCC, for a total annual payment to
JPMCC of $504,000 per year for the first three years following the
Effective Date;

(iii) Beginning on the 4th anniversary of the Effective Date, the
Debtor will make monthly payments of $50,000 each to JPMCC for the
next 204 months, for a total annual payment to JPMCC of $600,000
per year for the next 17 years following the Effective Date; and

(iv) On or before the 21st anniversary following the Effective
Date of the Plan (the "Pay-Off Date"), the Debtor will pay the
remaining balance of JPMCC's Allowed Claim, assumed to be
$11,788,000 (based upon an initial loan amount of $23,500,000),
from either the sale of the Property or a refinancing of the
Property.

  ?- In the event the Court finds that JPMCC's Allowed Claim is
different than $23,500,000 and/or that the value of JPMCC's
collateral is different than $6.5 million, then (i) the stream of
payments on JPMCC's claim will remain the same but (ii) any
balance of JPMCC's Allowed Claim remaining on the Pay-Off Date
will be adjusted accordingly.

  -- The Reorganized Debtor reserves its right and ability to sell
or refinance the Property at any time prior to the Pay-Off Date,
so long as the net sale or loan proceeds (after payment of costs
of sale or loan) are sufficient to pay the remaining amount of
JPMCC's Allowed Claim in full.

General Unsecured Claims

The Debtor estimates that the total amount of general unsecured
claims (Class 4) is approximately $41,881, not including the
tenant security deposits or any potential unsecured deficiency
claim of JPMCC arising by application of Section 506(a) of the
Bankruptcy Code).

The Debtor estimates that the amount of JPMCC's unsecured
deficiency claim would be approximately $21,523,082, if the entire
amount of JPMCC's asserted claim is allowed.  If the default
interest and "pre-payment premium" asserted by JPMCC
are excluded from the calculation of the amount of JPMCC's claim,
then the amount of JPMCC's unsecured deficiency claim is
approximately $16,961,480.

Therefore, not including the unsecured tenant security deposits,
and assuming that JPMCC does not make the Section 1111(b)
election, the total amount of unsecured claims against the
Debtor's estate is approximately between $21,564,963 and
$17,003,361.

If JPMCC does not make the Section 1111(b) election, then Allowed
Unsecured Claims will be treated as follows:

  (i) First, Allowed Unsecured Claims will share, pro-rata, in a
distribution of the sum of $42,000 in cash (the "Unsecured
Distribution Amount") paid by the Reorganized Debtor, from the
New Value contribution, on the 90th day following the Effective
Date of the Plan.

(ii) Second, Allowed Unsecured Claims will share, pro rata, in
seven (7) annual distributions of 25% of the net revenues from the
operations of the Property after payment of (a) all operating
expenses of the Property, (b) debt service payments to JPMCC, (c)
tenant improvement costs, (d) leasing commissions, (e) actual
costs associated with HVAC upgrades and maintenance and other
capital expenditures, and (f) a $25,000 annual distribution to a
capital reserve account ("Annual Percentage Distributions").

(iii) Third, the Reorganized Debtor will issue to each holder of
an Allowed Unsecured Claim its pro rata portion of a $500,000
subordinated debenture payable to holders of Allowed
Unsecured Claims (the "Subordinated Debenture").

It is anticipated that, if JPMCC does not make the Section 1111(b)
election, unsecured creditors in this Class will receive a pro
rata distribution of approximately 5.5% of their unsecured claims.

If JPMCC makes the Section 1111(b) election, then JPMCC will not
have any claims in this Class, and Allowed Unsecured Claims will
be treated as follows:

  -- The Allowed Unsecured Claims in this Class will be paid their
pro rata distribution of a cash distribution in the total amount
of $42,000 (i.e., Unsecured Distribution Amount) on the 90th day
following the Effective Date of the Plan.

  -- Upon their receipt of the funds from the Reorganized Debtor,
all Allowed Unsecured Claims in this Class will be deemed paid and
discharged in full.

It is anticipated that, if JPMCC does make the Section 1111(b)
election, unsecured creditors in this Class will receive a pro
rata distribution of approximately 100% of their unsecured claims.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/bataa.doc103.pdf

                     About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


BORDERS GROUP: Court Confirms Committee-Backed Liquidating Plan
---------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York confirmed the First Amended Joint Plan of
Liquidation filed by Borders Group, Inc. and its debtor
affiliates and the Official Committee of Unsecured Creditors at a
Dec. 20, 2011 hearing, according to Tiffany Kary of Bloomberg
News.

"It's unfortunate that the Debtors were unable to reorganize as a
going concern," Judge Glenn was quoted as saying at the Dec. 20
confirmation hearing on the Plan.

Borders, once the second largest bookseller chain, had hoped to
undergo a successful restructuring process when it filed for
bankruptcy protection in February this year.  However, the
company failed to find a buyer for its entire business in July
and thus, opted to wind down by selling its assets and stores
piece by piece.

"At the end of the day when it comes time for confirmation, the
story is told by voting," Andrew K. Glenn, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, Borders' counsel,
told the bankruptcy judge, Bloomberg relayed.  The Plan garnered
overwhelming support from creditors, a sign the company had done
the right thing, Judge Glenn acknowledged, the report noted.

Judge Glenn also approved the terms of creditors repayments set
forth in the Plan after five remaining objections to its
confirmation were resolved, Bloomberg News stated.  Among the
objectors were Liberty Mutual Insurance Company who raised
concerns over certain insurance policies; the state of Michigan
who raised concerns over a tax claim; and Rocks Tysons Two LLC
who raised issue over substantive consolidation under the Plan.
Wells Fargo Bank filed a joinder to Rocks Tysons' objection.

The Plan contemplates the liquidation and distribution of the
Debtors' remaining assets through a liquidation trust.  The
Liquidating Trust will be managed by Curtis R. Smith.  The
Debtors, having no further assets or operations, will dissolve.

Under the Plan, unsecured creditors are expected to recover 4% to
10% on their claims worth $812 million to $850 million.  This
recovery excludes any possible proceeds from the pursuit of
avoidance actions.  Borders' lawyer said at the Dec. 20 hearing
that the recovery for the unsecured creditors may exceed the
expected range slightly, Bloomberg relayed.

Secured claims are estimated at $2 million, while priority tax
claims are estimated at $7.4 million to $13.9 million.  The Plan
provides for 100% recovery on both these claims.

The bankruptcy judge has yet to enter a formal confirmation order
on the Plan.

        Modifications to Plan/Proposed Confirmation Order

Before the Dec. 20 Confirmation Hearing, the Plan Proponents
submitted to the Court a proposed non-material modification to
the Plan and a revised proposed confirmation order.

Among other things, the proposed Plan modification reflects a
compromise resolving concerns over the substantive consolidation
provision under the Plan.  Rocks Tysons' plan objection was on
the resulting elimination of its purported guaranty provided by
Borders Group, Inc. with respect to Borders, Inc.'s lease
obligations.  Several other landlords, purportedly holdings
similar guaranties, expressed similar concerns.

To resolve those concerns, the Plan Proponents intended to
include certain language in the order confirming the Plan stating
in relevant part that any party with an interest in real property
that was leased to one of the Debtors that is: (a) a holder of an
Allowed General Unsecured Claim against Borders Inc. and (b) who
also holds an Allowed General Unsecured Claim against BGI that is
either (i) scheduled by BGI and not listed as disputed,
contingent or unliquidated, or (ii) the subject of a timely filed
proof of claim based on a valid written guaranty issued by BGI
will be deemed to hold an Allowed Class 3 General Unsecured Claim
in an amount equal to 120% of the Allowed amount of the Holder's
General Unsecured Claim against Borders, Inc., and all Lessor
Guaranty Claims against BGI or any other Debtor entity will be
deemed waived, released and expunged.  The Landlords have told
the Debtors that the inclusion of the language will resolve their
objections to confirmation of the Plan.

Moreover, the Plan Proponents believe that the Plan Modification
does not adversely change the treatment afforded to holders of
Class 3 Claims and that those holders would not reconsider their
acceptances of the Plan because of the Plan Modification.  Even
after implementing the Plan Modification, holders of Class 3
Claims will still receive a recovery within the range set forth
in the Disclosure Statement, counsel to the Debtors, David M.
Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, stated.

Furthermore, the revised proposed confirmation order reflects the
Plan Modification and addresses certain Plan Confirmation
Objections.  The relevant changes set forth in the revised
proposed confirmation order are:

(1) The Plan Proponents are authorized, in the notice of the
   effective date of the Plan, to confirm their election of
   whether the "Retained Assets" will be retained by the
   Liquidating Debtor, or whether the Retained Assets will be
   transferred to the Liquidating Trust.  These will be deemed
   Retained Assets: (i) these agreements and all rights,
   obligations and privileges thereunder (a) the Amended and
   Restated Unanimous Shareholder Agreement dated Feb. 22, 2011,
   (b) the Joinder to Share Purchase Agreement, and (c) the
   Share Purchase Agreement dated November 8, 2011; and (ii) all
   of the Debtors' rights, title and interest in Kobo Inc.,
   including, but not limited to, common stock or ownership
   interests, any option, call, warrant or right to purchase,
   sell or subscribe for an ownership interest or other equity
   security in Kobo, Inc. and any redemption, conversion,
   exchange, voting, participation, dividend rights and
   liquidation preferences relating to the capital stock or
   other ownership interest. Upon written notice from 2303202
   Ontario Inc. and Indigo Books and Music, Inc., the Retained
   Assets will be transferred to the Liquidating Trust.

(2) Nothing in the Confirmation Order or the Plan will release
   or exculpate any of the Debtors' corporate officers,
   principals or directors from any liability to the State of
   Michigan.  The Plan Proponents agree that if the Plan
   Proponents elect to pay the State of Michigan's Priority Tax
   Claim through installment Cash payments, the applicable
   interest rate will be 4.25% per annum.  Upon the failure of
   the Debtors or the Liquidating Trustee to make any payments
   due under the Plan on account of an (a) Allowed Priority Tax
   Claim, (b) Allowed General Unsecured Claim or (c) Allowed
   Secured Claim, each solely if held by a taxing authority, and
   the failure to cure the default within 30 days of receipt of
   written notice from the holder thereof, the Holder (i) may
   seek appropriate relief from the Court and (ii) in the event
   that each of the bankruptcy cases has been closed, may
   exercise rights and remedies available under non-bankruptcy
   laws for the collection of its claims.

The Plan Proponents thus asked the Court to enter the revised
proposed confirmation order, a full-text copy of which is
available for free at:

   http://bankrupt.com/misc/Borders_Dec19RevPropConfOrd.pdf

                  Plan Confirmation Order

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York inked on December 20, 2011, a formal order
confirming the First Amended Joint Plan of Liquidation filed by
Borders Group, Inc. and its debtor affiliates and the Official
Committee of Unsecured Creditors.

The Court confirmed the Plan after holding that it satisfies the
confirmation requirements under Section 1129 of the Bankruptcy
Code:

(1) The Plan complies with the applicable provisions of the
    Bankruptcy Code, thus, satisfying Section 1129(a).

(2) The Plan Debtors have complied with Section 1129(a)(2),
    including, without limitation, the disclosure and
    solicitation requirements of Sections 1125 and 1126 of the
    Bankruptcy Code.  The Debtors transmitted solicitation
    materials including ballots to the Holders of Claims in
    Class 3 entitled to vote on the Plan, and non-voting
    materials to the holders of Claims or Equity Interests in
    Classes 1, 2, 4 and 5 only after the Bankruptcy Court
    approved the Disclosure Statement as containing adequate
    information.  Those materials were distributed in compliance
    with the requirements of the Disclosure Statement Order, the
    Bankruptcy Code and the Federal Rules of Bankruptcy
    Procedure.

(3) The Plan Debtors have proposed the Plan in good faith and
    not by any means forbidden by the law, thus satisfying
    Section 1129(a)(3).  The Debtors' objectives in proposing
    the Plan were for the valid business purpose of resolving
    disputes and satisfying, to the extent possible, the
    obligations of the Debtors.

(4) Any payment made or to be made by the Plan Debtors for
    services or for costs and expenses in connection with the
    Debtors' bankruptcy cases, or in connection with the Plan,
    other than those incurred in the ordinary course of
    business, has been approved by the Court or is subject to
    the approval by the Court as reasonable, thus, satisfying
    Section 1129(a)(4).

(5) The Plan Debtors have complied with Section 1129(a)(5) in
    that the Debtors have disclosed the identity of Curtis R.
    Smith as the Liquidating Trustee and the sole shareholder,
    member, officer and director of the Liquidating Debtor from
    and after the effective date of the Plan.

(6) Section 1129(a)(6) is in applicable because there is no
    governmental regulatory commission with jurisdiction over
    any rates charged by the Debtors.

(7) The Plan satisfies Section 1129(a)(7).  With respect to each
    Impaired Class, each holder of a Claim of that Class has
    either accepted the Plan or will receive or retain under the
    Plan on account of the Claim property of a value, as of the
    Effective Date, that is not less than the amount the holder
    would receive or retain if the Debtors were liquidated on
    the Effective Date under Chapter 7 of the Bankruptcy Code.

(8) The requirements of Section 1129(a)(8) are satisfied with
    respect to Classes 1, 2 and 3, which have accepted the Plan.
    Because Classes 4 and 5 will receive no distribution and
    retain no property under the Plan, they are deemed to have
    rejected the Plan.  Because the requirements of Section
    1129(a)(8) are not satisfied with respect to Classes 4 and
    5, the Debtors have asked that the Court confirm the Plan
    under Section 1129(b) as to those Classes.

    Classes 4 and 5 consist of Equity Interests and Intercompany
    Claims.  The Plan is fair and equitable with respect to
    these Claims because no Class junior to Class 4 or 5 under
    the Plan will receive or retain any property under the Plan
    on account of those junior interest.  The Plan does not
    discriminate unfairly with respect to Holders of Claims and
    Equity Interests in Classes 4 and 5.

(9) The Plan provides for the treatment of Administrative
    Expense Claims, Priority Tax Claims, and Non-Tax Claims
    pursuant to Section 507(a) of the Bankruptcy Code, in
    accordance with Section 1129(a)(9), except to the extent
    that the holder of a particular Claim has agreed in writing
    to a different treatment.

(10) As required by Section 1129(a)(10), and as demonstrated by
    the Plan Vote Certification, at least one impaired Class of
    Claims has accepted the Plan, determined without including
    any acceptance of the Plan by an insider.

(11) The Plan is feasible, thus satisfying Section 1129(a)(11).
    The Debtors have demonstrated that, on and after the
    Effective Date, they will have the ability to meet their
    financial obligations under the Plan and liquidate their
    remaining assets in the ordinary course.  As required by
    Section 1129(a)(11), confirmation of the Plan is not likely
    to be followed by the liquidation or the need for further
    financial reorganization of the Debtors, except as
    contemplated by the Plan.

(12) In accordance with Section 1129(a)(12), all fees due and
    payable pursuant to Section 1930 of Chapter 123 of Title 28
    of the United States Code, as determined by the Court at the
    Confirmation Hearing will be paid by the Debtors or the
    Liquidating Trustee on or before the Effective Date.

(13) Section 1129(a)(13), (14), (15) and (16) are not applicable
    to the Debtors' Chapter 11 cases.

Judge Glenn also determined that the substantive consolidation of
the Debtors' estates for purposes of distribution as provided for
in the Plan will facilitate the consummation and implementation
of the Plan; is integral to the treatment provided to creditors
under the Plan; will not prejudice any creditor of the Debtors'
estates; and is appropriate under the circumstances.

Substantive consolidation of the Debtors, however, will not
(other than for purposes related to funding Distributions under
the Plan) affect: (a) the legal and organizational structure of
the Debtors, (b) executory contracts or unexpired leases that
were entered into during the Bankruptcy Cases or that have been
or will be assumed or rejected, (c) any agreements entered into
by the Liquidating Trust on the Effective Date, and (d) the
Debtors' or the Liquidating Trust's ability to subordinate or
otherwise challenge Claims on an entity by entity basis.

The Confirmation Order incorporated the non-material modification
and changes set forth in the revised proposed confirmation order,
as previously reported.

The modifications of the Plan proposed by the Debtors prior to,
at or in connection with the Confirmation Hearing, as set forth
in the Confirmation Order, have been reviewed by and are not
objected to by any party-in-interest, or else any objections have
been withdrawn or overruled, Judge Glenn ruled.  The Plan
Modifications do not adversely change the treatment of the
Holders of Claims against or Equity Interests in the Debtors, the
bankruptcy judge acknowledged.

A full-text copy of the Confirmation Order dated Dec. 20, 2011 is
available for free at:

  http://bankrupt.com/misc/Borders_Dec20ConfirmationOrder.pdf

                         *     *     *

Borders submitted to the U.S. Securities and Exchange Commission
on December 22, 2011, supplemental disclosure regarding the
confirmation of the Plan.

The Plan contemplates a full liquidation of the Debtors'
remaining assets.  Under the Plan, a Liquidating Trust will be
created.  On the Effective Date, the Debtors will transfer and
assign to the Liquidating Trust substantially all property and
assets of the Debtors.  Proceeds of those assets will constitute
Liquidating Trust assets.  The proceeds of liquidation will be
distributed to the holders of Allowed Priority Non-Tax Claims and
Allowed Secured Claims.  In the manner provided in the Plan, to
the extent there are assets remaining in the Liquidating Trust
after payment of those claims, all Holders of Allowed General
Unsecured Claims will receive the remaining assets on a Pro Rata
Share basis.  The Plan also governs the payment of Allowed
Administrative Claims and Allowed Priority Tax Claims.  As of the
Effective Date, unless otherwise specified in the Plan, each
executory contract or unexpired lease of the Debtors not
previously expired or terminated by the Debtors will be deemed
rejected on the Confirmation Date. Indemnification Obligations of
the Debtors will continue as obligations of the Liquidating
Trust, and will survive confirmation of the Plan, subject to
conditions.

As of December 21, 2011, Borders had 71,226,145 shares of common
stock outstanding.  On the Plan Effective Date, all Equity
Interests in Borders, including all issued and outstanding common
stock and securities convertible into common stock, will be
canceled and extinguished without further action.  On the Plan
Effective Date, the registrant will issue one share of stock to
the Liquidating Trust which will hold the share of stock for the
benefit of the holders of Liquidating Trust Interests, and the
share of stock will remain outstanding until Borders is dissolved
in accordance with the Plan.

The effective date of the Plan is defined in the Plan as the date
on which these conditions have been satisfied:

  (1) the Confirmation Order is a Final Order not subject to a
      stay or injunction;

  (2) the Confirmation Order provides that all transfers of
      property by the Debtors (a) to the Liquidating Trust are
      or will be valid and effective, and meet additional
      requirements provided for in the Plan, and (b) to the
      Holders of Claims under the Plan are for good
      consideration and value;

  (3) the Plan is filed; and

  (4) all transfers, and all agreements necessary to implement
      the Plan's provisions, have been effected.

Pursuant to the Plan, if the conditions precedent to the
Effective Date are not met within 180 days after the Confirmation
Date, or the later date as will be determined by the Debtors, the
Confirmation Order may be vacated by the Court.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
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 roughly 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.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

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

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

The Court will convene a hearing to consider confirmation of the
Liquidating Plan on Dec. 20, 2011.

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


BORDERS GROUP: Wins Approval of Next Jump Settlement Agreement
--------------------------------------------------------------
Judge Martin Glenn authorized Borders, Inc. and Borders
Properties, Inc., to enter into a settlement agreement with Daniel
Angus and Next Jump, Inc. for the dismissal of the Debtor's
adversary complaint against Next Jump with prejudice and the
exchange of mutual releases of the parties.  The release under the
Settlement is limited to Next Jump and OO.com, and their
employees, officers
and directors.

Next Jump also agrees to the dismissal of its motion to withdraw
the reference of the complaint from the Bankruptcy Court.

Nothing in the Court's order or the Settlement Agreement will be
construed to release any of Borders' or Next Jump's rights and
obligations in connection with a previous Stipulation and Order
in connection with Plaintiffs' Request for a Temporary
Restraining Order and Preliminary Injunction, Judge Glenn
clarified.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
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 roughly 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.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

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

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

The Court will convene a hearing to consider confirmation of the
Liquidating Plan on Dec. 20, 2011.

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


BP CLOTHING: Has Interim OK on Factoring Deal With First Capital
----------------------------------------------------------------
BP Clothing LLC won interim authority to enter into a postpetition
Factoring and Security Agreement among the Debtor and non-debtor
affiliates TeAmo LLC, KLS Collection LLC and Susie Rose LLC, on
the one hand, and FCC LLC d/b/a/ First Capital Western Region LLC
as Factor, on the other hand.

The Factor purchases certain accounts receivable of the Debtor.
Under the DIP Factoring Agreement, BP Clothing is authorized to
request advances up to an aggregate principal amount, including
amounts owed to Factor and outstanding as of the Petition Date of
$10 million at any one time outstanding.  However, the Court's
Interim Order only permits the Debtor to request additional
advances or use cash collateral of up to $1.6 million.

The terms of the DIP Factoring Agreement runs from Dec. 12, 2011,
through the earlier of (i) the date that the Debtor is no longer a
debtor in possession and (ii) June 8, 2012.  The agreement calls
for interest payment with respect to advances outstanding on the
Petition Date at LIBOR plus 4.75%.  With respect to Advances made
on and after the Petition Date, the rate is LIBOR plus 6.5%.

BP Clothing is required to pay the Factor on the date of the DIP
Agreement a $50,000 facility fee.  The Borrower will also pay all
reasonable costs incurred by the Factor pursuant to the DIP
Agreement, including the Factor's attorney fees.

BP Clothing also won permission to use cash collateral securing
obligations to the Factor and to the prepetition senior term
lenders led by Guggenheim Corporate Funding LLC, as Administrative
Agent acting on behalf of the Senior Term Lenders. As of the
petition date, the Debtor owes the lenders not less than
$42,125,000.

BP Clothing and its affiliates are parties to prepetition Factor
Agreements with the Factor.  The Factor has outstanding loans and
advances in the principal amount, as of the Petition Date, of
$3,668,167.  As security for the Factor Obligations, the Factor
has a first priority perfected lien, prior to liens of the
prepetition agent and senior term lenders.

The Debtor is also a party to a 2006 Credit Agreement with, among
others, MVC Capital Inc., as administrative agent for the lenders.
The MVC Credit Agreement provided for a $10,000,000 loan, which
matures on July 18, 2012.  As of the petition date, $11,781,586
remains outstanding including payment-in-kind interest.

The Interim Order permits the Debtor to grant adequate protection
liens, adequate protection superpriority claims, and adequate
protection payments for the use of the Cash Collateral.

The Debtor said it needs the ability to obtain the advances under
the DIP Factoring Agreement so it can fund its day-to-day
operations.  Without the DIP Agreement, the Debtor would not have
access to any liquidity.  The Debtor also has determined that use
of cash collateral alone would not permit sufficient liquidity to
continue its operations without material interruption.

A Final Hearing on the Debtor's request is scheduled for Jan. 5,
2012 at 2:00 p.m. (Eastern Time).

                         About BP Clothing

New York-based BP Clothing LLC is an apparel company specializing
in the design, manufacture and sale of women's apparel products.
The business primarily consists of selling merchandise directly to
Walmart, as well as miscellaneous wholesale providers.  It is also
involved with a third party, eFashionSolutions LLC, which hosts
the Web site http://www.babyphat.com/ It sells certain of its
inventory through the Web site, and pays a percentage of sales to
E-Fashions.  BP Clothing LLC is wholly owned by BP Clothing
Holdings LLC.

BP Clothing LLC filed a chapter 11 case (Bankr. S.D.N.Y. Case No.
11-15696) on Dec. 12, 2011, to effectuate a proposed restructuring
that will substantially reduce debt and enhance the Debtor's
liquidity.  The Debtor intends to emerge from bankruptcy quickly.

Judge Shelley C. Chapman presides over the case.  Michael S. Fox,
Esq., and Sherri D. Lydell, Esq. -- mfox@olshanlaw.com and
slydell@platzerlaw.com -- at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $50 million to $100 million in both assets
and debts.  The petition was signed by Kevin Weber, executive vice
president and CFO.

FCC LLC d/b/a/ First Capital Western Region LLC as Factor, which
is providing DIP financing under a Factoring Agreement, is
represented by:

          Jeff J. Friedman, Esq.
          KATTEN MUCHIN ROSENMAN LLP
          575 Madison Avenue
          New York, NY 10022
          E-mail: timothy.lynes@kattenlaw.com

Guggenheim Corporate Funding LLC, as Administrative Agent to the
prepetition Senior Term Lenders, is represented by:

          Ronit J. Berkovich, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          E-mail: ronit.berkovich@weil.com

Prior to the Petition Date, the Debtor entered into a Plan Support
Agreement, pursuant to which a majority of the Senior Term Lenders
and MVC Capital, Inc., have agreed to the terms of a chapter 11
plan.  The Plan will substantially delever the Debtor, and will
convert all of the Debtor's prepetition debt obligations into
equity of the reorganized Debtor.


BXP 1 LLC: Wants Stipulation Terminating Receivership Approved
--------------------------------------------------------------
BXP 1 LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a stipulation releasing the
receiver from all further duties and obligations, and terminating
the receivership.

The stipulation was entered among the Debtor, the receiver and
creditors.

On July 13, 2010, the Hon. Robert E. Torres appointed Angela Ortiz
as receiver in a mortgage foreclosure action for the premises
located at 1636-1640 University Avenue also known as 1636-1640 Dr.
Mar. Martin Luther King, Jr. Boulevard, Bronx, New York in the
County of Bronx, City and State of New York.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
the Court confirmed the Debtor's Plan of Reorganization on
Sept. 8, 2011.

The Plan was amended to provide that all funds held in the
Debtor's bank accounts will be paid to Lender 1636-40 Universe
Debt LLC upon the Effective Date of the Plan and the amendment
meets the requirements of 1127(a) and (c) with no adverse impact
on the treatment of any claim or equity interest of any equity
security holder and no further solicitation or voting is required.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?76fa

The terms of stipulation include, among other things:

   1. to date, the receiver has no knowledge of any outstanding
      obligations for the receivership;

   2. the receiver will cancel her liability insurance with the
      Hartford Fire Insurance Company, effective as of Sept. 30,
      2011, and will turn over to 1636-40 Universe Debt, LLC's
      counsel any refunds she receives from the liability carrier
      and surety within a reasonable period of time of her receipt
      thereof; and

   3. upon payment of the funds in her possession pursuant to the
      directions of the parties hereto, the receiver will be
      deemed released by all signatories hereto from all
      liabilities and obligations with respect to the monies
      collected and paid out and all acts of the receiver arising
      of and by virtue of the receivership.

                         About BXP 1 LLC

Porter Ranch, California-based BXP 1 LLC owns six apartment
buildings in the Bronx, New York.  On July 13, 2010, Angela Ortiz
was appointed as receiver of the Debtor's real property.

The Debtor filed a Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-15608) on Oct. 27, 2010.  Backenroth Frankel
& Krinsky, LLP, represents the Debtor in the Chapter 11 case.
In its schedules, the Debtor disclosed $19,356,812 in total assets
and $13,931,125 in total debts as of the Petition Date.

In June 2011, the Debtor and 1636-40 Universe Debt LLC, the
lender, reached a stipulation consenting to the receiver's
continued control of the property and the receiver's retention of
Sally E. Unger, Esq. at Kossoff & Unger, as her counsel.


CDC PROPERTIES: Case Dismissed for Lack of Chance to Rehabilitate
-----------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington dismissed the Chapter 11 case of
CDC Properties II, LLC.

As reported in the Troubled Company Reporter on Nov. 25, 2011, in
its motion, the Debtor explained that:

   -- there is no equity in the properties;

   -- there are no estate assets for any creditors other than the
      secured lender; and

   -- no reorganization is feasible or practical.

The Debtor related that the State Court appointed a receiver to
manage the properties during the Chapter 11 case to the behest of
MLMT 2004-BPC1 Prium Portfolio LLC, as successor in interest to
Wells Fargo Bank, N.A., as trustee for the registered Holders of
Merrill Lynch Mortgage Trust 2004-BPC1, Commercial Mortgage Pass-
Through Certificates, Series 2004-BPC1.

In addition, the lender's motion for relief from the automatic
stay to continue the non-judicial foreclosures remains pending.

                    About CDC Properties II LLC

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  In its
petition, the Debtor estimated $10 million to $50 million
in assets and debts.  Graham & Dunn PC served as its replacement
counsel.  The petition was signed by Thomas W. Price, member/
manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CHURCH FOR ART: N.Y. Court Flips Ruling in Interpleader Action
--------------------------------------------------------------
KEVIN FINN, respondent, v. CHURCH FOR ART OF LIVING, INC., ET AL.,
defendants, JESUS IS THE WAY MINISTRIES, INC., appellant, 2011-
00897, 2011-04152 (N.Y. Sup. Ct.), is an interpleader action
arising from a contract between two not-for-profit corporations
for the sale of real property located on Clinton Avenue in
Hempstead.  Jesus is the Way Ministries, Inc. contracted to
purchase the property from Church for Art of Living, Inc.  The
purchaser was a tenant of the seller in the building to be
purchased.  Kevin Finn was the attorney for the seller.  He
commenced the interpleader action, inter alia, to collect his fees
for the work he performed in the failed transaction.  Upon signing
the contract in July 2008, the purchaser remitted a down payment
of $50,000, which Mr. Finn held in his escrow account.  The seller
attempted to schedule a closing in December 2008, declaring time
of the essence.  The purchaser did not attend the closing,
contending that the seller had failed to make repairs to the
building as required by the contract of sale.

In May 2009, the seller filed for Chapter 11 bankruptcy protection
in bankruptcy court, where Mr. Finn sought to recover his fee from
the $50,000 held in escrow.  However, in January 2010, the seller
withdrew that petition, and the bankruptcy court dismissed the
proceeding.  Within days thereafter, the seller wrote to Mr. Finn,
stating that it no longer wanted Mr. Finn to represent it, and
instructing him to return the down payment to the purchaser in
that the seller and purchaser had settled their dispute between
them.  The seller's new attorney and the purchaser also wrote to
Mr. Finn, instructing him to return the down payment to the
purchaser. Instead, however, Mr. Finn commenced the interpleader
action, seeking a declaration that the purchaser defaulted in the
real estate transaction and forfeited the down payment to the
seller, and further seeking to recover his fee, plus his own
attorney's fee and expenses in litigating this interpleader
action, from the escrowed funds.  Mr. Finn subsequently moved for
summary judgment on the complaint, and the purchaser cross-moved
to dismiss for lack of personal jurisdiction.  The New York
Supreme Court granted the motion and denied the cross motion.

In a Dec. 20, 2011 Decision and Order available at
http://is.gd/N7K2m1from Leagle.com, the Appellate Division of the
Supreme Court of New York, Second Department, reversed the
judgment and denied the plaintiff's motion for summary judgment.
Summary judgment is awarded to Jesus is the Way Ministries
dismissing the complaint insofar as asserted against it, and the
plaintiff is directed to disburse the funds in the escrow account
to Jesus is the Way Ministries.


CLARE AT WATER TOWER: Hires DLA Piper as Bankruptcy Counsel
-----------------------------------------------------------
The Clare at Water Tower asks for permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
DLA Piper LLP as its bankruptcy counsel.

As the Debtor's counsel, DLA Piper will, among other things:

    a) advise the Debtor of its rights, powers and duties as
       debtor and debtor in possession while operating and
       managing its business and property under chapter 11
       of the Bankruptcy Code;

    b) prepare on behalf of the Debtor all necessary and
       appropriate applications, motions, proposed orders,
       other pleadings, notices, schedules and other documents,
       and reviewing all financial and other reports to be
       filed in this chapter 11 case;

    c) advise the Debtor concerning, and preparing responses
       to, applications, motions, other pleadings, notices and
       other papers that may be filed by other parties in this
       chapter 11 case;

    d) advise the Debtor with respect to, and assisting in the
       negotiation and documentation of, financing agreements
       and related transactions; and

    e) review the nature and validity of any liens asserted
       against the Debtor?s property and advising the Debtor
       concerning the enforceability of such liens.

DLA Piper will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date the services are rendered1.  The firm will also seek
reimbursement of actual and necessary out-of-pocket expenses.

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

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CLARE AT WATER TOWER: Taps Houlihan Lokey as Financial Advisor
--------------------------------------------------------------
The Clare at Water Tower asks for permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor, nunc pro tunc to the Petition Date.

As a result of its prepetition work performed on behalf of the
Debtor, Houlihan Lokey has acquired knowledge of the Debtor and
its business and is intimately familiar with the Debtor?s
financial affairs, debt structure, operations and related matters.

In addition to providing any additional investment banking and
financial advisory services as the Debtor may request from time to
time, Houlihan Lokey will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtor in connection with this chapter 11 case,
including, without limitation:

   a) conducting immediate and comprehensive due diligence
      on the operations, assets and claims (priorities and
      collateral);

   b) reviewing the transaction timeline and assisting the
      company in obtaining necessary creditor support and
      liquidity for the process;

   c) assisting the Company in the development, preparation
      and distribution of selected information, documents
      and other materials in an effort to create interest
      in and to consummate any Transaction(s), including,
      if appropriate, advising the Company in the preparation
      of any teaser summary materials, confidentiality
      agreements, offering memoranda, data rooms, etc.;

   d) soliciting and evaluating indications of interest and
      proposals regarding any Transaction(s) from current
      and/or potential lenders, equity investors, acquirers
      and/or strategic partners;

   e) assisting the Company with the development, structuring,
      negotiation and implementation of any Transaction(s),
      including participating as a representative of the
      Company in negotiations with creditors and other parties
      involved in any Transaction(s);

   f) evaluating all strategic alternatives available to the
      Company throughout the process;

   g) providing expert advice and testimony regarding financial
      matters related to any Transaction(s);

   h) advising and attending meetings of the Company?s Board
      of Directors, creditors groups, official constituencies
      and other interested parties, as the Company and Houlihan
      Lokey determine to be necessary or desirable; and

   i) providing such other financial advisory and investment
      banking services as may be agreed upon by Houlihan Lokey
      and the Company.

Houlihan Lokey intends to apply for compensation for professional
services rendered and reimbursement of actual and necessary
expenses incurred.  The firm will charge the Debtor based on this
Fee Structure:

   a) Monthly Fees: The Debtor shall pay Houlihan Lokey in
      advance, without notice or invoice, a nonrefundable
      cash fee of $75,000.  Twenty five percent (25%) of
      the fourth and fifth Monthly Fees and 50% of all
      Monthly Fees after the fifth Monthly Fee will be
      credited against any portion of a Sale Transaction
      Fee in excess of the Minimum Transaction Fee to
      which Houlihan Lokey become entitled, it being
      understood and agreed that no Monthly Fee will be
      credited more than once and in no event will a
      Sale Transaction Fee be reduced below the Minimum
      Transaction Fee.

   b) Restructuring Transaction Fee: Upon completion of a
      Restructuring Transaction, (which shall be the date
      of confirmation of a plan under the Bankruptcy Code
      pursuant to an order of the applicable bankruptcy
      court), the Debtor will pay Houlihan Lokey a fee
      equal to $2,000,000.

   c) Sale Transaction Fee: Upon the closing of a Sale
      Transaction of all or substantially all of the
      Company?s operations, the Debtor will pay Houlihan
      Lokey immediately and directly from the gross proceeds
      of such Sale Transaction, a cash fee equal to the
      Minimum Transaction Fee plus incentive fees based
      upon Aggregate Gross Considerations, calculated as
      follows:

        i) For AGC from $80 million to $95 million: 2% of
           such incremental AGC;

       ii) For AGC from $95 million to $105 million: 4% of
           such incremental AGC; and

      iii) For AGC in excess of $105 million: 6% of such
           incremental AGC.

   d) Financing Transaction Fee: Upon the closing of each
      Financing Transaction, the Debtor will pay Houlihan
      Lokey immediately and directly from the gross proceeds
      of such Financing Transaction, a cash fee equal to the
      greater of (x) $250,000 and (y) the sum of:

       (i) 2.5% of the gross proceeds of senior indebtedness
           raised or committed that is senior to other
           indebtedness of the Company, secured by a first
           priority lien and unsubordinated (other than with
           respect to debtor-inpossession financing);

      (ii) 5% of the gross proceeds of any indebtedness raised
           or committed that is secured by a lien (other than
           a first lien), is unsecured and/or is subordinated;
           and

     (iii) 7% of the gross proceeds of all equity or equity
           linked securities (including, without limitation,
           convertible securities and preferred stock) placed
           or committed.

           The Financing Transaction Fee for raising debtor-in-
           possession financing will be $250,000.

   e) Premium for Prepack: If the Company consummates a
      Transaction through a pre-packaged or pre-arranged
      Chapter 11 plan (defined as a confirmation of a plan or
      entry of a sale order) within six months of filing
      Chapter 11, the Transaction Fees (either Restructuring or
      Sale) will be increased by twenty percent (20%).

Andrew Turnbull, a Managing Director of Houlihan Lokey, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CIMA LLC: Hearing on Exclusivity Extension Request Set for Jan. 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
will convene a hearing on Jan. 17, 2011, at 8:30 a.m., to consider
CIMA, L.L.C.'s request for exclusivity extensions.

The Debtor asked the Court to extend its exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
Feb. 20, 2012, and April 20, 2012, respectively.

The Debtor filed their request for an extension before the
exclusive periods was set to expire on Dec. 20, 2011.

The Debtors are finalizing documentation to retain local counsel
in connection with the transfer of case from the Bankruptcy Court
for the Southern District of Florida to the Southern District of
Alabama.

As reported in the Troubled Company Reporter on Dec. 1, 2011, the
Court approved the transfer of the case to the behest of Bank of
the Ozarks, the largest creditor of CIMA, LLC, and the Debtor's
secured lender.

On Oct. 17, 2011, four creditors, Shelby Concrete Company, Inc.,
Beard Equipment Company, Inc., Cowin Equipment Company, Inc., and
Stuart C. Irby Company filed a joinder to Bank of the Ozarks'
motion.

                          About CIMA LLC

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  The Debtor
disclosed $18,876,064 in assets and $10,535,230 in liabilities as
of the Chapter 11 filing.  The petition was signed by J. Marion
Uter, manager.


CROWN MEDIA: SC Affirms Recapitalization Lawsuit Dismissal
----------------------------------------------------------
As previously disclosed, a lawsuit was brought in July 2009 in the
Delaware Court of Chancery against the Board of Directors of Crown
Media Holdings, Inc., Hallmark Cards, Incorporated, and its
affiliates, as well as the Company as a nominal defendant, by S.
Muoio & Co. LLC, a minority stockholder of the Company, regarding
a recapitalization proposal which the Company received from
Hallmark Cards in May, 2009.  The lawsuit alleged, among other
things, that the recapitalization was consummated at an unfair
price and undervalued the Company.  The complaint requested the
court to enjoin the defendants from consummating the
recapitalization transactions and award plaintiff fees and
expenses incurred in bringing the lawsuit.  Following the
execution by the Company of the recapitalization agreements, on
March 11, 2010, the plaintiff filed an amended complaint raising
similar allegations and seeking rescission of the
recapitalization.  The recapitalization transaction was
consummated on June 29, 2010.

A trial took place in September 2010.  On March 9, 2011, the
Delaware Court of Chancery concluded that the process and the
price of the recapitalization were entirely fair and entered a
final judgment order in favor of the defendants on all claims and
dismissed the lawsuit with prejudice.

On April 7, 2011, the plaintiff filed notice of appeal.  A hearing
for the appeal was held on Dec. 14, 2011.  On Dec. 20, 2011, the
Delaware Supreme Court affirmed the ruling of the Delaware Court
of Chancery.

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Sept. 30, 2011, showed
$935.63 million in total assets, $717.89 million in total
liabilities and $217.74 million total stockholders' equity.

                          Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.

                           *     *     *

As reported by the TCR on July 25, 2011, Standard & Poor's Ratings
Services assigned Studio City, Calif.-based cable network company
Crown Media Holdings Inc. its 'B' corporate credit rating.  The
outlook is stable.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.


COLONY RESORTS: Cancels Joint Services Pact with Resorts Int'l
--------------------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, and Resorts International
Holdings, LLC, agreed to terminate the Joint Services Agreement
and the Joint Marketing Agreement, each as amended and restated.
The Joint Services Agreement provided for the joint procurement of
certain goods and services in the areas of insurance, risk
management, legal, information technology, entertainment bookings
and purchasing.  The Joint Marketing Agreement provided for the
joint promotion of certain advertising, marketing and promotion
efforts.  The parties determined that the continuation of those
agreements is no longer in their best interest and therefore
mutually agreed to terminate the agreements.  Neither party will
incur termination penalties.

                        About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM).

The Company's balance sheet at June 30, 2011, showed $347.55
million in total assets, $296.17 million in total liabilities,
$61.80 million in redeemable members' equity, and a $10.42 million
members' deficit.

                      Default Under Term Loan

On May 11, 2006, the Company entered into a Loan Agreement with
Goldman Sachs Commercial Mortgage Capital, L.P.  The Term Loan was
for an initial principal amount of $209.2 million and for an
initial term of two years.  The Company has drawn an additional
$40.8 million against the Term Loan, the maximum funding of the
Term Loan.  Covenants under the Term Loan restrict the Company's
future borrowing capacity.  The loan had an original two-year term
and three, one-year extensions.

Interest on the loan was based on LIBOR plus 2.9% with a minimum
LIBOR rate of 1.5%.  Interest incremented to LIBOR plus 3.5% from
July 2009 through May 2010 and increased to LIBOR plus 4.0% from
June 2010 through May 2011.

As of July 29, 2011, the Company is in default on its Term Loan.
Accordingly, the lender is entitled to exercise various rights,
powers and remedies including acceleration of the Loan,
termination or suspension of all or any portion of advances or
disbursement of funds from restricted cash accounts, accrual of
interest at the default rate and the exercise of remedies under
collateral documents.  The Company is currently in discussions
with its lender to negotiate a restructuring of its debt.  If the
Company is not successful in a restructuring agreement or entering
into a transaction to address its liquidity and capital structure,
the note holders have the ability to demand accelerated repayment
of all amounts under the Term Loan.  The Company would not have
the liquidity to meet this demand.

According to the Company, these conditions raise substantial doubt
about its ability to continue as a going concern.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.


CYBEX INTERNATIONAL: Fails to Comply with NASDAQ Bid Price Rule
---------------------------------------------------------------
Cybex International, Inc., on Dec. 14, 2011, received a letter
from The Nasdaq Stock Market stating that the Company continues to
fail to comply with the minimum bid price requirement of $1 per
share for continued listing on Nasdaq.  This notice does not
change the status of this matter.

On Oct. 4, 2011 the Company received a determination letter from
Nasdaq indicating that the Company's common stock was subject to
delisting from Nasdaq because it failed to comply with the minimum
stockholders' equity requirement of $10 million as required by
Nasdaq Listing Rule 5450(b)(1)(A) and on June 16, 2011, Nasdaq
notified the Company that it does not comply with the minimum bid
price requirement of $1 per share for continued listing on Nasdaq
and afforded the Company 180 calendar days, or until Dec. 13,
2011, to regain compliance with the minimum bid price continued
listing requirement.

The Company requested a hearing before a Nasdaq Hearings Panel to
review the Determination Letter, which request stayed the
suspension of the Company's common stock. The hearing was held on
Nov. 10, 2011.

At the hearing, the Company presented a plan to regain compliance
with both the minimum stockholders' equity requirement and the
minimum bid price requirement and requested that the Panel allow
it additional time within which to regain compliance.

As previously reported, on Nov. 15, 2011, the Company received a
letter from Nasdaq notifying the Company that the Panel granted
the Company's request for continued listing on Nasdaq, subject to
the following conditions:

     * Stockholders' Equity Requirement. On or before Jan. 2,
       2012, the Company must publicly announce on a Form 8-K its
       stockholders' equity, which shall be $10 million or
       greater.

     * Minimum Bid Price Requirement. On or before March 12, 2012,
       the Company will have evidenced a closing bid price above
       $1.00 for a minimum of 10 consecutive trading days.

In order to fully comply with the terms of this exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on Nasdaq.  In the event the
Company is unable to do so, its securities may be delisted from
Nasdaq.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."


DELTA PETROLEUM: Seeks to Honor Royalty & ORRI Obligations
----------------------------------------------------------
Delta Petroleum Corporation wants Bankruptcy Court authority, but
not direction, to deliver to royalty owners and so-called ORRI
owners the pre-petition amounts due to them for their royalties
and ORRI and to honor post-petition obligations to Royalty Owners
and ORRI Owners as such amounts become payable.

The Debtors own leasehold interests in certain lands, which are
leased by the Debtors from both government entities and private
landowners.  As of the end of 2010, the Debtors' leasehold
position at the so-called Vega Area of the Piceance Basin in
western Colorado and surrounding leasehold in Mesa County,
Colorado, totaled 22,375 net acres, 48% of which is leased from
the federal government, with the remaining 52% either owned by the
Debtors or leased from third parties.  The Debtors also own or
lease additional lands in several other areas, including
Washington state, Utah, other parts of Colorado and offshore
California.

The Debtors are obligated, pursuant to the oil and gas leases, to
remit to the lessors who own the land leased by the Debtors --
Royalty Interest Owners -- their share of the production from the
producing wells located on the leases, or leases and lands pooled
or unitized therewith, free of expenses of production.  Certain
assignments of the oil and gas leases created an interest in a
share of the production from the producing wells located on the
leases, or leases and lands pooled or unitized therewith, free of
expenses of production, that burden the Debtors' working interest
in the leases -- ORRI.  The Debtors are also obligated to remit to
the owners of the ORRI the share of the proceeds attributable to
the ORRI.  The Debtors pay Royalties and ORRI two months in
arrears.  Amounts owed are calculated as the Debtors process
revenue for oil and gas actually extracted.

As of the Petition Date, the Debtors are able to determine how
much is owed on account of Royalties and ORRI for the month of
October 2011.  However, the Debtors are unable to determine the
precise amounts owed for the months of November 2011 and the
portion of December 2011 that lapsed prior to the Petition Date,
and such amounts remain accrued but unpaid liabilities of the
Debtors.

Through Dec. 12, 2011, the Debtors have received $1,086,556 on
account of Royalties, which have not yet been remitted to Royalty
Owners.  Of that amount, $801,603 relates to the Vega Area for
October 2011 production, and $284,953 relates to Point Arguellos
for September 2011, as the non-operating properties are paid three
months in arrears.

Royalty Interest Owners and ORRI Owners are paid in arrears and
should be paid promptly.  Non-payment of the Royalties and ORRI
could jeopardize the oil and gas leases.  The Royalty Interest
Owners and ORRI Owners might present legal arguments that might
allow them to terminate leases on account of non-payment, and that
such termination might not be affected by the automatic stay
imposed in the Chapter 11 Cases.

The Debtors also operate a number of the oil and gas wells in
which they own an interest.  Many of the wells are operated by
Debtors under joint operating agreements -- JOAs -- with other
parties.  As a part of insuring that these wells continue
operating, the Debtors incur numerous current lease operating
expenses -- LOEs.  Many of the invoices for the LOEs will cover
both pre-petition and post-petition expenses.

Given the number of such invoices, and the Debtors' limited
accounting staff, separating the pre-petition portions from the
post-petition portions of each individual invoice will be
impractical or even impossible for the Debtors to accomplish
timely.  Therefore, the Debtors request authority to continue to
satisfy the LOE obligations as they arise in the ordinary course
of business.

The Debtors also own working interests in wells operated by third
parties under various JOAs.  The third party operators pay the
Debtors their share of production revenues.  The Debtors also pay
the third party operators for their share of the costs to operate
the wells through the payment of joint-interest billings -- JIBs.
The failure to timely pay JIBs may provide grounds for the
operator to assert contractual or statutory lien rights against
the Debtors' interest in a well and the underlying oil and gas
lease.  Therefore, the Debtors request authority to continue to
satisfy these JIBs as they arise in the ordinary course of
business.

If the Debtors fail to satisfy the LOE, JOA and JIB obligations as
they come due, the Debtors' operations will be severely impacted
and production may completely cease for certain wells.

                      About Delta Petroleum

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
independent oil and gas company engaged primarily in the
exploration for, and the acquisition, development, production, and
sale of, natural gas and crude oil.  Natural gas comprises over
90% of Delta's production services.  The core area of its
operations is the Rocky Mountain Region of the United States,
where the majority of the proved reserves, production and long-
term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DUNE ENERGY: Inks Indemnification Agreements with Directors
-----------------------------------------------------------
Dune Energy, Inc., entered in to an Indemnification Agreement with
each of the Company's directors, Steve Barrenechea, Alan Bell,
Richard Cohen, William Greenwood, Steve Sisselman and James Watt.

The Indemnification Agreements provide that the Company will
indemnify each person subject to an Indemnification Agreement to
the fullest extent permitted by applicable law against all
expenses, judgments, penalties, fines and amounts paid in
settlement of certain proceedings that may result or arise in
connection with such Indemnified Party serving in his capacity as
an officer or director of the Company, or is or was serving at the
request of the Company as an officer, director, employee or agent
of another entity.  The Indemnification Agreements further provide
that, upon an Indemnified Party's request, the Company will
advance expenses to the Indemnified Party.  Pursuant to the
Indemnification Agreements, an Indemnified Party is presumed to be
entitled to indemnification and anyone seeking to overcome this
presumption has the burden of proving otherwise.

In addition, on Dec. 21, 2011, the Restructuring Support
Agreement, dated as of Oct. 6, 2011, as amended by the First
Amendment to Restructuring Support Agreement, dated as of Oct. 31,
2011, and the Second Amendment to Restructuring Support Agreement,
dated as of Nov. 8, 2011, by and among the Company and the
noteholders party thereto entered into a Third Amendment to
Restructuring Support Agreement pursuant to which Section 3 of the
RSA was amended to provide that on or prior to Jan. 13, 2012, the
Company will take all steps reasonably necessary and work in good
faith, to the extent permissible and valid under applicable law,
to (i) facilitate the appointment of each of the people proposed
by the Noteholders to the board of directors of the Company and
(ii) obtain the resignations of each of the directors (other than
James A. Watt) serving on the Board immediately prior to the
appointment of those new directors.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 14, 2011, Standard & Poor's Ratings
Services lowered its unsolicited corporate credit rating on Dune
Energy to 'CC' from 'CCC-'.

"We view this transaction as a distressed exchange offer as
bondholders and holders of preferred stock would be receiving less
value than the promise under the original securities.  Upon
completion of the exchange offer, we would expect to lower our
unsolicited senior secured debt rating to 'D' from 'CC' and the
unsolicited corporate credit rating to 'SD' from 'CC'.  In the
event of a prepackaged bankruptcy, we would expect to lower the
corporate credit rating to 'D' from 'CC,'" S&P related.


DYNEGY INC: Sec. 341 Meeting of Creditors Set for Jan. 20
---------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of the creditors of Dynegy Holdings LLC and its Debtor
affiliates on January 20, 2012, at 10:00 a.m. Eastern Time at:

         Office of the United States Trustee
         355 Main Street, First Floor
         Poughkeepsie, New York 12601

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine
the Debtors' representative under oath about the Debtors'
financial affairs and operations that would be of interest to the
general body of creditors.  Attendance by the Debtor's creditors
at the meeting is welcome, but not required.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Court Orders Examiner in Debtor's Cases
---------------------------------------------------
Judge Cecilia Morris of the U.S Bankruptcy Court for the Southern
District of New York said an examiner will be appointed in the
Debtors' bankruptcy case, The Wall Street Journal and Bloomberg
News reported.

Joseph Checkler of the Journal related that the examiner will get
60 days to look into the way Dynegy affiliates moved assets
related to its parent company out of the reach of the holding
company's creditors, capping a series of transactions that
reshuffled its structure and location of assets.  After that
initial 60 days, additional time can be added, but only with
court approval, the report related.

The examiner will be selected by the U.S. Trustee.

"This examiner will have unfettered access to all documents
requested," Judge Morris said, adding that creditors could not
"tag along" in the investigation, according to the Journal.

Bondholders led by trustee U.S. Bank, a unit of U.S. Bancorp, had
asked for the examiner to investigate a transfer of assets by
Dynegy Inc. before the Chapter 11 filing to keep them out of the
reach of creditors. Hedge-fund manager David Tepper's Appaloosa
Management LP also called for the examiner.

"This is a classic insider transaction that needs to be
investigated," Andrews Kurth LLP's Paul N. Silverstein, a lawyer
for Appaloosa Management LP, told the Journal.  David Tepper's
Appaloosa also called for an examiner.  "There are a lot of
things that are wrong with this transaction," Mr. Silverstein
added, referring to Dynegy's asset movements.

Sidley Austin LLP's John Hutchinson, a Dynegy lawyer, said the
call for an examiner was "a clear attempt to derail" the
bankruptcy process, and would ensure the case "grinds to a halt,"
the Journal related.  Mr. Hutchinson, according to the Journal,
wanted the judge to either deny the examiner motion or at least
defer a ruling.

Judge Morris will convene a hearing on Dec. 28, 2011, at 10:00
a.m., to further discuss matters relating to the appointment of a
Chapter 11 examiner in the Debtors' bankruptcy cases.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Court Approves Rejection of Facility Leases
-------------------------------------------------------
Judge Cecelia G. Morris, bankruptcy judge of the U.S. Bankruptcy
Court for the Southern District of New York, signed on Dec. 20, a
stipulated order granting the Debtors' request to reject certain
leases known as "Facility Leases" and other executory agreements
and unexpired leases.

The rejection of each of the lease documents is authorized and
approved, or, to the extent they are not executory contracts or
unexpired leases, will be treated as prepetition claims against
the Debtors, subject to allowance or disallowance in subsequent
proceedings.

The Debtors' entry into the term sheet, and each of the terms
thereof are approved, subject to these provisions:

  -- Resources Capital Management Corporation or its designee is
     granted an allowed unsecured claim known as "TIA Claim"
     against Dynegy Holdings amounting $110 million and a cash
     payment amounting $7.5 million to be paid by Dynegy or a
     non-Debtor subsidiary thereof within five days of the
     effective date of the Order, in each case in exchange for
     the settlement and compromise of all rights and claims of
     the PSEG Entities under the Tax Indemnity Agreements and
     the Guarantees;

  -- the TIA Claim and the Cash Payment will not be subject to
     the limitations contained in Section 502(b)(6) of the
     Bankruptcy Code; and

  -- the TIA Claim and the Cash Payment will be separate from
     and not included in any claim ultimately allowed for
     damages arising from or related to the rejection or
     termination of the Facility Leases.

A full-text copy of the Term Sheet is available for free at:

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

Objections to the provisions of the Stipulation must be filed by
Dec. 26.  The Court will address objections on Dec. 28.

In the absence of a further Court order, the Debtors will operate
the Leased Facilities until (i) they obtain regulatory approval
to transfer those facilities -- or not to operate them -- or (ii)
U.S. Bank National Association and the Debtors reach an alternate
arrangement.

The Debtors, the Committee and U.S. Bank will work in good faith
to resolve issues relating to the transfer or shutdown of the
Leased Facilities and to agree upon a schedule and mechanism to
address matters in a timely fashion.

Judge Morris also rules that by January 6, 2012, U.S. Bank will
set forth in a pleading or proof of claim a plain statement of
the nature, priority and, to the extent determinable at that
time, the amount of all pre- and postpetition claims against the
Debtors.

Prior to and after the Order becomes effective, all parties
preserve their rights with respect to all issues relating to (i)
the claims and contentions raised in U.S. Bank's adversary
proceeding, including the Debtors' defenses thereto, (ii) the
effective date of the rejection of the Lease Documents, provided
that, in addressing the effective date issue, no party will argue
that the date of entry of the Order occurred after December 2,
2011, (iii) the nature, priority and amount of U.S. Bank's claims
against any of the Debtors, and (iv) U.S. Bank's rights to be
heard by the Court with respect to the transition plan once it
has had a chance to review that plan.

The Order will take effect and be fully enforceable upon the 14th
day after execution.

Objections to the Rejection Motion that were not withdrawn or
resolved were overruled.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


EAGLE INDUSTRIES: Creditors Committee Opposes Plan Confirmation
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Eagle Industries, LLC, et al., asks the U.S. Bankruptcy
Court for the Western District of Kentucky to deny the
confirmation of the Debtors' Plan of Reorganization dated Aug. 22,
2011.

According to the Committee:

   1. the Plan is not feasible, because it requires continued
   borrowing from Citizen's First, however the lender has only
   committed to lend the Debtor under the facility until
   January 2012;

   2. the Plan discriminates against the unsecured creditors, and
   is not fair and equitable because it does not commit
   substantially all of the Debtor's future profits to repaying
   prepetition debt;

   3. the Plan violates the absolute priority rule -- the Debtor's
   four equity holders contributed only $17,500 each to for
   equity, but will receive a company either an EBITA of over
   $1 million; and

   4. the transfer of equity to management group and the
   feasibility issues, the Plan fails to comply with the
   requirement that it be proposed in good faith.

As reported in the Troubled Company Reporter on Aug. 25, 2011, the
Plan contemplates that canceling of existing equity interests in
the Debtor while general unsecured claims will share in the
distribution of $100,000 approximately 60 days after the effective
date.

The Plan provides that the Debtor will continue to operate their
businesses and manage their assets, which will generate income
projected to be sufficient for the Debtor to meet their ongoing
operating expenses and obligations contemplated under the Plan.

A full-text copy of the Disclosure Statement, as amended, is
available for free at:

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

On Nov. 8, the Court approved a stipulation between the Debtors
and PBI Bank, Inc. modifying plan regarding the secured claim of
PBI Bank, Inc.

The Court ordered that the fourth sentence of the paragraph
describing the treatment of PBI's Class 3-B Claim is amended as:

   "On or before Aug. 1, 2022, the Debtors will pay the remaining
   principal and all accrued but unpaid interest and all accrued
   but unpaid attorney fees and expenses due under the terms of
   the prepetition promissory note or any amounts due under the
   Mortgages."

                     About Eagle Industries LLC

Bowling Green, Kentucky-based Eagle Industries, LLC, is engaged in
furniture manufacturing, sales and delivery.  Eagle Industries
filed for Chapter 11 bankruptcy protection  (Bankr. W.D. Ky. Case
No. 10-11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million.

Peter M. Gannott, Esq., at Alber Crafton, P.S.C., in Louisville,
Ky., represents the Official Unsecured Creditors' Committee as
counsel.


EASTMAN KODAK: KKR Representatives Step Down From Board
-------------------------------------------------------
Herald Chen and Adam Clammer, who joined Eastman Kodak's board in
2009 as representatives of private equity firm Kohlberg Kravis
Roberts, stepped down last week, according to a securities filing
Tuesday. The men obtained their seats after KKR helped Kodak with
a fresh injection of funds needed to weather the recession.

Kodak is again seeking funds as an expensive turnaround burns
through its cash.  Dana Mattioli, writing for The Wall Street
Journal, reports the resignations signal KKR isn't planning to
step in this time.

A person familiar with the matter told WSJ that former Kodak CEO
George Fisher is a senior adviser at KKR and was involved in
bringing in the firm.  KKR invested $300 million in Kodak via
senior secured notes in 2009.  The company repaid the firm for its
investment in February 2010, earlier than planned.  But the firm
still owns 40 million warrants that are underwater at $5.50 a
share.  Kodak shares were unchanged at 69 cents at 4 p.m. Tuesday
in New York Stock Exchange composite trading.

According to WSJ, a person familiar with the matter said the KKR
representatives have been looking to exit the board for some time
and had grown frustrated with the pace of Kodak's turnaround.  Mr.
Chen heads KKR's software and Internet activities.  Mr. Clammer
heads KKR's global technology group.

WSJ notes Messrs. Chen and Clammer didn't immediately reply to
requests for comment. KKR declined to comment. Kodak didn't give a
reason for their departure.

Kodak doesn't intend to replace the departing directors. Its board
is left with 12 board members, including CEO Antonio Perez.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy.   It also enlisted FTI Consulting Inc.

In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *     *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company.  Fitch decided to discontinue
the rating, which is uncompensated.

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


HARRISBURG, PA: Files Second Attempt to Restore Bankruptcy
----------------------------------------------------------
American Bankruptcy Institute reports that Mark Schwartz, attorney
for the Harrisburg city council, has filed court papers seeking to
overturn an earlier ruling by Bankruptcy Judge Mary D. France, who
refused to give the council extra time to file a notice of appeal,
the first step in trying to reinstate the city's chapter 9 filing.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. -- markschwartz6814@gmail.com -- and David A.
Gradwohl, Esq., served as Harrisburg's counsel.  The petition
estimated $100 million to $500 million in assets and debts.  Susan
Wilson, the city's chairperson on Budget and Finance, signed the
petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq. -- kmason@mckennalong.com
-- co-chair of the group.


HARTFORD COMPUTER: Seeks Recognition of Chapter 11 Case in Canada
-----------------------------------------------------------------
Hartford Computer Hardware, Inc., seeks authority from the
Bankruptcy Court to (i) act as the foreign representative of the
Debtors; (ii) seek recognition by the Ontario Superior Court of
Justice (Commercial List) of the Chapter 11 cases and of certain
orders of the Bankruptcy Court made from time to time in the
Chapter 11 cases; (iii) request that the Ontario Court lend
assistance to the U.S. Bankruptcy Court; and (iv) seek any other
appropriate relief from the Ontario Court that the Debtors deem
just and proper.

Hartford Computer Group Inc. intends to commence an ancillary
proceeding under Part IV of the Companies' Creditors Arrangement
Act in the Ontario Court.

In connection with the Ancillary Proceeding, the appointment of an
information officer is standard practice to serve as an
independent party to the Ancillary Proceeding by relaying
information between Hartford Computer Hardware and the court.  By
way of example, the Information Officer:

     a. reports to the court at least once every three months with
respect to the status of the CCAA proceedings and the status of
the Chapter 11 Cases, which reports may include information
relating to Debtors' property, the business, or such other matters
as may be relevant to the proceedings;

     b. obtains full and complete access to Debtors' property,
including the premises, books, records, data, including data in
electronic form, and other financial documents of Debtors, to the
extent that is necessary to perform its duties; and

     c. will be at liberty to engage independent legal counsel or
such other persons as the Information Officer deems necessary or
advisable respecting the exercise of its powers and performance of
its obligations.

Hartford Computer Hardware intends to seek the appointment of FTI
Consulting Canada Inc. as Information Officer.

Hartford Computer Hardware is responsible for paying the fees of
the Information Officer and its independent counsel.  The Debtors'
DIP lender, Delaware Street Capital Master Fund, L.P. has agreed
to fund the payment to the Information Officer pursuant to a
budget.

                About Hartford Computer Hardware

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.


HARTFORD COMPUTER: Wins Approval to Hire KCC as Claims Agent
------------------------------------------------------------
Hartford Computer Hardware Inc. won permission from the Bankruptcy
Court to employ Kurtzman Carson Consultants LLC to act as the
official Claims Agent of the Clerk of the Bankruptcy Court in
order to assume full responsibility for the distribution of
notices and proofs of claim, and maintenance, processing and
docketing of proofs of claim filed in the Debtors' chapter 11
cases.

KCC's normally hourly rates range from $40 to $295 per hour.
Immediately prior to the petition date, the Debtor paid KCC a
retainer of $25,000.  As of the bankruptcy filing, the retainer
had not been drawn upon.

Albert H. Kass, Vice President, Corporate Restructuring Services
of Kurtzman Carson Consultants, attests that the firm is a
disinterested person, as defined in section 101(14) of the
Bankruptcy Code, and neither Mr. Kass, nor KCC, nor any employee
or officer of the firm represents any interest materially adverse
to the Debtors or their estates in matters upon which KCC is to be
employed.

                About Hartford Computer Hardware

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.


HAWKER BEECHCRAFT: J. Maslowski to Retire as Gov. Business Pres.
----------------------------------------------------------------
Hawker Beechcraft Corporation announced that Mr. James I.
Maslowski, President ? Government Business, will retire from the
Company, effective Jan. 31, 2012.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

The Company's balance sheet at June 30, 2011, showed $3.01 billion
in total assets, $3.33 billion in total liabilities and a $317.30
million in total deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

                         *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HOLLIFIELD RANCHES: Wants Automatic Stay in Effect Until Jan. 11
----------------------------------------------------------------
Hollifield Ranches, Inc., asks the U.S. Bankruptcy Court for the
District of Idaho to approve a stipulation with KeyBank National
Association in relation to the motion for relief from automatic
stay.

Keybank asked the Court for relief from the automatic stay, or in
the alternative for adequate protection; and for the turnover of
$1.9 million of cash collateral utilized by the Debtor
postpetition.

The Debtor is indebted to Keybank in the amount of $13,252,153 as
of Nov. 23, 2011, plus interest which continues to accrue on the
foregoing, and the costs and attorneys fees.

According to Keybank, the Debtor does not have an equity in the
property; and the property is necessary is not necessary to an
effective reorganization.

The counsel for the debtor filed an objection to the motion,
however, the preliminary hearing cannot be held within 30 days
after the date of filing the motion.

Pursuant to the stipulation, the parties agreed that the automatic
stay imposed upon filing will remain in full force and effect
until the preliminary hearing on KeyBank's motion, which is
scheduled for hearing on Jan. 11, 2012, at 1:30 p.m.

Keybank is represented by Noah G. Hillen, Esq. -- ngh@moffatt.com
-- at Moffatt Thomas Barrett Rock & Fields, Chartered.

                   About Hollifield Ranches, Inc.

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

Robert D. Miller, Jr. ,the United States Trustee for Region 18,
has appointed three creditors to serve as members of the Unsecured
Creditors' Committee in the Chapter 11 case of Hollifield Ranches,
Inc.  J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


HAWAIIAN TELCOM: Litigation Trustee Loses Bid to Seal Doc
---------------------------------------------------------
In the lawsuit, SHULTS & TAMM, ALC as LITIGATION TRUSTEE, v.
MICHAEL T. BROWN, Adv. Proc. No. 11-90011 (Bankr. D. Hawaii),
Bankruptcy Judge Lloyd King denied the Plaintiff's ex parte
application to file a Defendant's employment agreement under seal.
The Plaintiff, as Litigation Trustee, pursuant to Hawaiian Telcom
Communications Inc.'s confirmed chapter 11 plan of reorganization,
seeks to recover, as avoidable preferences, fraudulent
conveyances, and post-petition transfers, payments made to or for
the benefit of Michael T. Brown, pursuant to termination of Mr.
Brown's employment as Senior Vice President of the Debtor.  Judge
King said the Plaintiff's ex parte application does not explain or
justify why the terms of the Defendant's employment by the Debtor
should be kept confidential and be filed under seal.  A copy of
Judge King's Dec. 23, 2011 memorandum is available at
http://is.gd/jt5FLnfrom Leagle.com.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1,
2008.  Judge Peter Walsh of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 30, 2008, approved the transfer of
the Chapter 11 cases to the U.S. Bankruptcy Court for the District
of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No.
08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors was appointed and
represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Judge King entered on Dec. 30, 2009, an order confirming a plan of
reorganization for Hawaiian Telcom.  The plan was declared
effective in October 2010 after the Reorganized Debtors obtained
the backing of the U.S. Federal Communications Commission and the
Hawaii Public Utilities Commission.  Shults & Tamm was appointed
the litigation trustee, and is represented by:

          Christopher Muzzi, Esq.
          MOSELEY BIEHL TSUGAWA LAU & MUZZI
          Alakea Corporate Tower
          1100 Alakea Street, 23rd Floor
          Honolulu, HI 96813
          Telephone: (808) 531-0490
          Facsimile (808) 534-0202
          E-mail: cmuzzi@hilaw.us


JEREMIAH O'BRIEN: Objection to $2.4MM FTBK Claim Overruled
----------------------------------------------------------
Bankruptcy Judge Alan H. W. Shiff overruled Jeremiah O'Brien's
objection to a proof of claim filed by FTBK Investor LLC, as
Trustee for NY Brooklyn Investor Trust 3.

Mr. O'Brien holds a 100% interest in 531 Bergen LLC, which owned
an apartment building in Brooklyn, New York.  In June 2007, Bergen
LLC executed a $1.8 million promissory note to Washington Mutual
Bank.  The Note was secured by a mortgage on Bergen LLC's real
property.  The Note and Mortgage were subsequently sold to
JPMorgan Chase Bank, NA.  Under the terms of the Note, interest on
the principal was calculated at a rate of 6.35% per annum, with an
additional 5.00% interest if a default occurred.  The parties also
negotiated a prepayment premium that would be due if there was an
acceleration on the payment of the Note.  The Note and Mortgage
are governed by the New York law.

In October 2008, Bergen LLC failed to make its monthly mortgage
payment and defaulted.  On Feb. 23, 2009, JPMorgan commenced a
foreclosure proceeding against Bergen LLC.

531 Bergen LLC sought bankruptcy protection (Bankr. E.D.N.Y. Case
No. 09-47172) on Aug. 21, 2009.  JPMorgan moved for relief from
stay to continue with its foreclosure action, which was granted on
June 17, 2010.  On Sept. 30, 2010, Bergen LLC's bankruptcy case
was dismissed.

On Oct. 15, 2010, Jeremiah O'Brien had the Property deeded to
himself for no consideration.  He filed for bankruptcy (Bankr. D.
Conn. Case No. 10-52610) on Oct. 26, 2010.  He scheduled assets of
$6,560,675 and debts of $7,480,815.

On Nov. 15, 2010, the Note and Mortgage were assigned to FTBK
which continues to own that paper.  On Feb. 28, 2011, FTBK filed a
proof of claim for $2,262,763.  On March 6, 2011, Mr. O'Brien
objected because FTBK claims default interest for the period of
time when Bergen LLC was in bankruptcy, implicitly asserting that
the protections of the automatic stay instituted by Bergen LLC's
bankruptcy filing extend to him.  Mr. O'Brien further objects on
the basis that the prepayment premium claimed by FTBK is an
impermissible penalty.

On July 11, 2011, Mr. O'Brien filed a "First Amended Plan of
Reorganization."  Under that proposed plan, FTBK is classified as
a holder of a secured, impaired claim.  Mr. O'Brien proposes to
file a 11 U.S.C. Section 506 motion to determine the total amount
of FTBK's secured claim, which "will then be paid in full in an
amount re-amortized at the rate of 6% fixed interest per year for
25 years." There appears to be no dispute that Mr. O'Brien is
assuming the obligations of Bergen LLC's Note and Mortgage.

On Aug. 10, 2011, FTBK filed an amended proof of claim for
$2,402,705, which removed any pre-petition claim for legal fees,
escrow deficits, and fees receivable, and recalculated the default
rate of interest rate.  Although Mr. O'Brien has not filed an
objection to the amended claim, there is no question that his
March 6, 2011 Objection applies to it.

In a Dec. 23, 2011 memorandum of decision and order available at
http://is.gd/cKoDgVfrom Leagle.com, Judge Shiff held that it is
undisputed that a default occurred, which triggered an
acceleration of the entire principal amount of the Note.  The
Court also held that the language of a Prepayment Addendum to
Promissory Note dated June 28, 2007, is clear that the parties
contractually agreed upon a prepayment premium and that the
Lender, now FTBK, could require the inclusion of the prepayment
premium as part of a claim in bankruptcy.   That is precisely what
has occurred.  Therefore, the plain language of those instruments
compels the conclusion that FTBK is entitled to its claim for the
prepayment premium, the judge said.

The Debtor is represented by:

          James M. Nugent, Esq.
          HARLOW, ADAMS & FRIEDMAN, P.C.
          300 Bic Drive, Suite 5
          Milford, CT 06460
          Tel: (203) 878-0661
          E-mail: jmn@quidproquo.com

FTBK Investor LLC, as Trustee for NY Brooklyn Investor Trust 3, is
represented by:

          Michael S. Wrona, Esq.
          HALLORAN & SAGE LLP
          One Goodwin Square
          225 Asylum Street
          Hartford, CT 06103
          Tel: 860-297-4626
          Fax: 860-548-0006
          E-mail: wrona@halloran-sage.com


KOREA TECHNOLOGY: Has Until Jan. 11 to Propose Chapter 11 Plan
--------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah, in a bridge order, extended until Jan. 11, 2012,
Korea Technology Industry America, Inc., et al.'s exclusive
periods to propose a Chapter 11 plan and solicit acceptances for
that plan.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.
The cases are jointly administered under KTIA's case.  Steven J.
McCardell, Esq., and Kenneth L. Cannon II, Esq., at Durham Jones &
Pinegar, in Salt Lake City, serve as the Debtors' counsel.  The
Debtors tapped DBH Consulting, LLC, as their accountant.  The
Debtors disclosed US$35,246,360 in assets and US$38,751,528 in
debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


MACKINNON TRANSPORT: Has Intent for Restructuring Under BIA
-----------------------------------------------------------
Truckinginfo reports that MacKinnon Transport has filed a Notice
of Intention under the Canada's Bankruptcy and Insolvency Act in
order to restructure the company.

According to Truckinginfo, Trucknews.com reported that the
75-year-old family owned carrier notified drivers via a satellite
message on Dec. 13 that it had filed the NOI.  Unconfirmed reports
suggest MacKinnon is talking with Laidlaw Van, owned by Contrans,
in an effort to preserve as many jobs as possible while the
company focuses on survival, and ultimately, moves toward
returning to its flatbed roots, Truckinginfo says.

Two years ago, Truckinginfo recalls, MacKinnon Transport bought
St. Thomas, Ont.-based L.E. Walker Transport, merging the
company's van business into MacKinnon's own business.
Unfortunately, Walker subsequently ran into difficulties and filed
for creditor protection amid restructuring efforts.

"Let me stress this is not a bankruptcy," adding, the firm
continues to operate, with the restructuring intended to "make our
company financially stronger and more competitive," the report
quotes president and chief executive Evan MacKinnon as saying.

Based in Guelph, Canada, Mackinnon Transport, Inc. provides
transportation, warehousing, and logistics services. It offers
truckload services, such as van and flatbed transportations; and
legal and over dimensional, less than truckload, container
overseas, cross dock, load transfer, airfreight, rail freight,
cargo ship, logistics, warehousing, pick and pack, intermodal,
cross border, specialized, maintenance, and inventory control
services, as well as the United States domestic and Canadian
domestic services.


MADISON 92ND: Plan Centers on Hotel Sale, Pursue Causes of Action
-----------------------------------------------------------------
Madison 92nd Street Associates, LLC, submitted to the U.S.
Bankruptcy Court for the Southern District of New York a
disclosure statement explaining the Chapter 11 Plan of
Reorganization dated Dec. 14, 2011.  The Plan was proposed by
Robert Gladstone, co-manager of the Debtor.

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

According to the Disclosure Statement, the cornerstone of the Plan
is the sale of the hotel and pursuit of causes of action.  It is
expected, but not guaranteed, that the net sale proceeds will be
sufficient to pay all creditors in full.  However, Courtyard
Marriott Corporation, the manager of the hotel, may attempt to
assert a large rejection claim.  While the Proponent believes that
no such claim would be allowed, it believes that any such claim
will be below $500,000, and possibly zero.  Moreover, the
Proponent believes that Courtyard Marriott and affiliates will owe
the Debtor for damages resulting from its malfeasance in the
Courtyard Action, and in the Rejection Motion.  However, in the
event that the Court approves a larger rejection claim than the
Debtor expects, the Plan will not be held up and can still
confirm, as the Plan essentially represents a "pot plan", whereby
the net proceeds of the sale of the hotel will be distributed to
creditors in order of priority in accordance with the terms of the
Plan.

The Plan is intended to enable the Debtor to conduct the sale
without the likelihood of a subsequent liquidation or the need for
further financial reorganization.  The Proponent believes that the
Debtor will be able to perform its obligations under the Plan and
meet its expenses after the Effective Date without further
financial reorganization.  Also, the Proponent believes that the
Plan permits fair and equitable recoveries, while expediting the
closing of the Chapter 11 Case.

The Plan intends to pay creditors as:

Class                               Estimated Percentage Recovery
-----                                       of Allowed Claims
                                            -----------------
Class 2 GECC Secured Claims                       95.8%

Class 3 General Unsecured Claims    Undetermined, but as high as
                                                   100%

Class 4 Other Unsecured Claims      Undetermined, but as high as
                                                   100%

Class 5 Equity Interests                     Undetermined

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MADISON_92ND_ds.pdf

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel .


MAYWOOD CAPITAL: Trustee Moves to Foreclose NY Properties
---------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the trustee
overseeing the post-bankruptcy affairs of Maywood Capital Corp.,
which was felled by allegations of an estimated $50 million
mortgage investment scam by its founder, asked a New York
bankruptcy court on Dec. 22 for permission to begin launching
multiple foreclosure actions.

According to Law360, the move came after attempts to resolve
adversary suits went nowhere, either in negotiations or
litigation, according to the motion filed by lawyers for post-
confirmation trustee John S. Pereira.

Headquartered in New York City, Maywood Consolidated Properties
Inc. acquires, owns, operates and develops real property.  The
company and its affiliates filed for chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-10986) on Feb. 19, 2005.  Wayne M. Greenwald,
Esq., at Wayne M. Greenwald, P.C., serves as the Debtors' counsel.
Maywood Consolidated Properties did not list total assets but
reported total debts of $4,338,004 when it sought protection from
its creditors.


MOUNTAIN PROVINCE: Mulls Potential Spinout of Kennady Project
-------------------------------------------------------------
Mountain Province Diamonds Inc. announced that analysis of the
final results of the Falcon airborne gravity gradiometry (AGG)
survey over the Company's 100%-controlled Kennady North Project
has identified over 70 geophysical targets of which 29 are
considered high priority and closely resemble the known
kimberlites in the Kennady Lake area.  The AGG survey was flown by
Fugro Airborne Surveys.  On-site quality control and
interpretation of the data was done by independent consultant Mr.
Kit Campbell, P. Geoph., of Intrepid Geophysics, Vancouver B.C.

Located within the diamond fields of Canada's Northwest
Territories, the Kennady North Project encompasses thirteen leases
and claims contiguous to the Company's 49%-controlled Gahcho Kue
Project held in joint venture with De Beers Canada.  Past
exploration at Kennady North led to the discovery of the
diamondiferous Faraday, Kelvin and Hobbes kimberlites.  Drilling
of these kimberlites returned excellent micro-diamond counts with
a size frequency distribution very similar to the highly
diamondiferous Gahcho Kue kimberlites, which have a fully diluted
reserve grade of 1.57 carats per tonne.

Commenting, Mountain Province President and CEO Patrick Evans
said: "We are very excited about the large number of high priority
geophysical targets that have been identified at Kennady North.
Besides the excellent micro-diamond counts and size frequency
distribution from the known kimberlites, a 0.40 carat diamond was
recovered from a 65 kilogram sample taken from Faraday and the
samples recovered from Faraday also exhibit an unusually high
percentage of yellow diamonds. This is very encouraging."

Mr. Evans added: "As soon as we've secured a land use permit for
Kennady North, we intend following up with ground-truthing of the
high priority targets in preparation for drilling next year.
Mountain Province has retained Aurora Geosciences Ltd. based in
Yellowknife, NWT, to manage the Kennady North exploration
program."

The results of the AGG survey flown over the Gahcho Kue Project
will be announced once the Joint Venture has completed an analysis
of the final report.

Mountain Province also announced that the Company is currently
giving consideration to the potential spinout of the Kennady North
Project into a newly-listed public company.  A final decision on
the potential spinout will be taken with a view to the best
interests of shareholders in Mountain Province and a study of
mechanisms for the potential spinout.

Patrick Evans commented: "The potential reorganization of the
Company into two separate public companies would enable Mountain
Province to focus on its flagship Gahcho Ku‚ Project while Kennady
Diamonds could focus on advancing of the highly prospective
Kennady North Project.  Shareholders will be kept informed of any
proposals advanced in terms of the possible spinout."


MT. JORDAN: Utah Court Confirms Modified Bankruptcy Exit Plan
-------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier confirmed an Amended Plan of
Reorganization Dated Aug. 31, 2011, as Modified Nov. 29, 2011,
filed by Mt. Jordan Limited Partnership after Zions First National
Bank and Porter's Point LLC, the lone creditors entitled to vote
on the Plan, caste their vote of approval and Zions withdrew its
lone objection to the Plan.  A copy of Judge Mosier's Dec. 23,
2011 Findings and Conclusions Regarding Confirmation of Debtor's
Plan of Reorganization is available at http://is.gd/IJJeuvfrom
Leagle.com.  The Oct. 21, 2011 edition of the Troubled Company
Reporter outlined the terms of the Plan.  A copy of the amended
disclosure statement, dated as of Oct. 7, 2011, is available for
free at http://bankrupt.com/misc/mtjordan.amendedDS.dkt112.pdf

Mt. Jordan Limited Partnership's primary asset is 298.75 acres of
undeveloped land, and related water rights, located in Bluffdale,
Utah.  Mt. Jordan has held the land for many years, and has been
attempting for the last several years to liquidate and divest
itself of all or significant portions of the real property for the
benefit of its limited partners.

Mt. Jordan Limited Partnership filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010, Judge R.
Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, in Salt Lake
City, serves as bankruptcy counsel.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


MT VERNON: Can Access Fannie Mae/CNB Cash Collateral Until Feb. 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
permitted Mt. Vernon Properties, LLC, to use cash collateral of
Fannie Mae and City National Bank on a final basis pursuant to the
Budget for the Supplemental Period of Dec. 1, 2011, through the
earlier of (i) the transfer of title of the respective prepetition
lenders' prepetition collateral or (ii) Feb. 28, 2012, for each of
the prepetition lenders.

The Debtor's right to use cash collateral pursuant to this Cash
Collateral Order will terminate immediately upon the entry of an
Order from the Bankruptcy Court (i) converting this case to a case
under Chapter 7 of the Bankruptcy Code or (ii) appointing in this
case a Chapter 11 examiner or trustee pursuant to Section 1104 of
the Bankruptcy Code.

About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


MT VERNON: Has Access to Colombo Bank Cash Collateral Until Feb 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
permitted Mt. Vernon Properties, LLC, to use cash collateral of
Colombo Bank on a final basis pursuant to the Budget for the
Supplemental Period of Dec. 1, 2011, through Feb. 28, 2012.

The Debtor's right to use cash collateral pursuant to this Cash
Collateral Order will terminate immediately upon the entry of an
Order from the Bankruptcy Court (i) converting this case to a case
under Chapter 7 of the Bankruptcy Code or (ii) appointing in this
case a Chapter 11 examiner or trustee pursuant to Section 1104 of
the Bankruptcy Code.

About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


MT VERNON: Can Access Carrolton Bank Cash Collateral Until Feb. 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
permitted Mt. Vernon Properties, LLC, to use cash collateral of
Carrolton Bank on a final basis pursuant to the Budget for the
Supplemental Period of Dec. 1, 2011, through Feb. 28, 2012 (the
"First Supplemental Period").

The Debtor's right to use cash collateral pursuant to this Cash
Collateral Order will terminate immediately upon the entry of an
Order from the Bankruptcy Court (i) converting this case to a case
under Chapter 7 of the Bankruptcy Code or (ii) appointing in this
case a Chapter 11 examiner or trustee pursuant to Section 1104 of
the Bankruptcy Code.

About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


NEBRASKA BOOK: DIP Lenders Agree to Waive November EBITDA Covenant
------------------------------------------------------------------
Nebraska Book Company will appear before the Bankruptcy Court
today, Dec. 28, at 3:00 p.m. to seek authority to enter into a
second amendment to the Debtors' Secured Superpriority Debtor-In-
Possession Credit Agreement, dated as of July 30, 2011, with
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent to the DIP lenders.  The Debtors will also seek permission
to pay an amendment fee to the DIP Lenders, and an arrangement fee
to, and reimburse the related fees and expenses of, the DIP Agent.

The DIP Facility provides the Debtors with access to a $75 million
revolving line of credit and a $125 million term loan, and
requires the Debtors to, among other things, comply with certain
financial covenants.  As of Sept. 30, 2011, the Debtors have drawn
the entire amount of the DIP Term Loan, have drawn $0 on the DIP
Revolver, and have roughly $120 million in cash on their balance
sheet.

Todd R. Snyder, Senior Managing Director and Co-Head of the
Restructuring and Reorganization group at Rothschild Inc., the
Debtors' financial advisor and investment banker, said that in
October and November 2011 the Debtors undertook a comprehensive
analysis of each of their businesses in light of their Fall 2011
back-to-school rush results, which, among other things,
demonstrated that the off-campus segment financial results did not
meet the Debtors' expectations.  The Debtors analyzed each on- and
off-campus store to determine the long-term profitability of each
location and construct new financial projections.

As a result of these revised projections, the Debtors anticipate
being unable to comply with the minimum consolidated EBITDA
provisions during the term of the DIP Facility.  The Debtors
promptly reported to the DIP Agent the anticipated November EBITDA
default and the likelihood of potential future covenant breaches,
and apprised other stakeholders of the need for waiver of the
Anticipated November EBITDA Default and an amendment to the
Minimum Cumulative EBITDA Covenant.

Following a week of intense negotiations, the Debtors and the DIP
Agent, in consultation with Rothschild and both parties' other
advisors, reached a tentative agreement on modified terms for the
DIP Agreement and certain fees the Debtors would pay to the DIP
Agent -- Arrangement Fee -- and DIP Lenders -- Amendment Fee -- in
exchange therefore.

On Dec. 13, 2011, to explain the Anticipated November EBITDA
Default and need for covenant relief, as well as to present the
terms of the Second Amendment negotiated with the DIP Agent, the
Debtors and their advisors held separate calls with DIP Lenders
who either (a) have signed confidentiality agreements and received
material non-public information on the Debtors' financial
performance and forecasts, or (b) are not party to confidentiality
agreements and do not wish to receive material non-public
information or forward-looking information.

After briefing the two DIP Lender groups on the need for the
Second Amendment, the Debtors posted public and private
information, tailored for each group of DIP Lenders, to an
Intralinks datasite and provided the DIP Lenders seven days to
analyze the Second Amendment and either consent or reject the
terms thereof.  As of Dec. 20, 2011, the DIP Agent had received
sufficient approval from the DIP Lenders to approve the Second
Amendment.

Pursuant to the Second Amendment, the DIP Lenders agreed to waive
the minimum consolidated EBITDA requirement for November.  The
Debtors covenant with the DIP Lenders not to permit minimum
consolidated EBITDA to fall below:

          November 2011                  Waived
          December 2011             $26,000,000
          January 2012              $50,000,000
          February 2012             $46,000,000
          March 2012                $44,000,000
          April 2012                $41,000,000
          May 2012                  $41,000,000
          June 2012                 $41,000,000

Mr. Snyder said that, absent the waiver and covenant relief
provided by the Second Amendment, the Debtors will be unable to
meet the Minimum Cumulative EBITDA Covenant on a going-forward
basis, allowing the DIP Lenders to call and Event of Default and
terminating their obligations to provide the Debtors with access
to the DIP Facility.  In that event, the Debtors would either face
likely dramatic cash shortfalls or be forced to refinance the DIP
Facility, while refinancing is a theoretical possibility, the cost
and risk of such refinancing would far outweigh the cost and risk
of the Second Amendment.

The Debtors entered into immaterial amendments to the DIP
Agreement shortly after closing on the DIP Facility.  They were
not required to seek Court approval of the First Amendment.

                        About Nebraska Book

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

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

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

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

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NEVADA CANCER: Disclosure Statement Hearing Continued to Jan. 26
----------------------------------------------------------------
Nevada Cancer Institute, Bank of America, N.A., in its capacity as
administrative agent on behalf of the Debtor's prepetition
lenders, and the Official Committee of Unsecured Creditors
appointed in the case entered into a stipulation providing for the
continuance of the hearing originally scheduled for Jan. 26 to
approve the Disclosure Statement explaining the Debtor's plan of
reorganization and the proposed solicitation procedures.  The new
hearing date is Feb. 3, 2012, 11:00 a.m.  According to the
stipulation, the proposed counsel for the Creditors' Committee has
a scheduling conflict on Jan. 26, 2012, and requested that the
Hearing be rescheduled to another date to permit the Committee to
be represented at the Hearing.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor scheduled $129,240,202 in assets and $99,801,251 in
liabilities.  Lisa Madar signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Seeks to Hire Klee Tuchin as Bankruptcy Counsel
--------------------------------------------------------------
Nevada Cancer Institute seeks Bankruptcy Court authority to employ
Klee, Tuchin, Bogdanoff & Stern LLP as its reorganization counsel.
The firm has represented the Debtor since March 2011.

Klee received $1.4 million from the Debtor within the one-year
period preceding the petition date for its services.  In light of
the nature of the Debtor's mission and nonprofit status, Klee
wrote off $790,593 in fees in the exercise of its billing
discretion.

Klee professionals expected to be most active in the Debtor's case
are:

          Professional               Position     Hourly Rate
          ------------               --------     -----------
          Michael L. Tuchin          Partner          $895
          Martin R. Barash           Partner          $715
          Courtney E. Pozmantier     Associate        $490
          Jonathan M. Weiss          Associate        $290
          Shanda D. Dahl             Paralegal        $250

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor scheduled $129,240,202 in assets and $99,801,251 in
liabilities.  Lisa Madar signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Taps Lewis and Roca as Nevada Counsel
----------------------------------------------------
Nevada Cancer Institute wants to employ the law firm of Lewis and
Roca LLP, a limited liability partnership, as its Nevada counsel
to work along with Klee, Tuchin, Bogdanoff & Stern, LLP, the
Debtor's principal reorganization counsel.

Work on behalf of the Debtor will be performed primarily by Robert
M. Charles, Jr., Esq., partner at Lewis and Roca (hourly rate
$525); Dawn M. Cica, Esq., Partner at Lewis and Roca (hourly rate
$505); associate Dan Kiefer, Esq., (hourly rate $205) and Marilyn
Schoenike, Certified Bankruptcy Paralegal (hourly rate $225).
Other Lewis and Roca attorneys and paralegals may render services
on behalf of Debtor from time to time and their standard
compensation rates will be used, including Susan M. Freeman,
partner at Lewis and Roca (hourly rate $695).

Lewis and Roca has not previously represented the Debtor or its
officers or directors, except to the extent it provided assistance
preparing for this bankruptcy case under the direction of Klee
Tuchin.  The Firm was engaged by the Debtor and obtained conflict
waivers from clients in August 2011.  A retainer agreement was
signed by the Debtor on Sept. 2, 2011.  The firm received a
$25,000 retainer to which the Debtor agreed in its engagement
agreement on Oct. 27, 2011.  The firm performed minimal work in
August and September 2011, and did not send an invoice for
services until combined with October fees and costs.  The firm
sent an invoice for services rendered to the Debtor in August-
October 2011 in the amount of $2,170.50 on Nov. 15, 2011,
reflecting a pre-billing discount of $2,968.50.  After client
approval, that invoice was paid on Nov. 16, 2011 from the
retainer.  The retainer was increased by $10,000 on Nov. 21, 2011.
Firm attorneys performed additional pre-bankruptcy services from
Nov. 1-29, 2011 amounting to $46,740.50 of fees at standard hourly
rates and $593.10 of costs, and a bill for services reflecting a
$14,504.10 discount was approved by the client and paid from the
retainer on Nov. 30, 2011 before the petition filing, completely
exhausting the retainer.

Lewis and Roca attests it does not hold or represent any interest
adverse to the estate and that Lewis and Roca is a disinterested
person within the meaning of 11 U.S.C. Sec. 101(14).

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor scheduled $129,240,202 in assets and $99,801,251 in
liabilities.  Lisa Madar signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP as bankruptcy counsel.  Kurtzman Carson
Consultants LLC serves as the Debtor's claims and noticing agent.
Alvarez & Marsal Healthcare Industry Group LLC serves as the
Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Nevada Cancer Institute filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

   Name of Schedule                       Assets    Liabilities
   ----------------                       ------    -----------
A - Real Property                   $110,761,361
B - Personal Property                $18,478,841
C - Property Claimed as Exempt               N/A
D - Creditors Holding Secured
    Claims                                          $95,201,076
E - Creditors Holding Unsecured
    Priority Claims                                          $0
F - Creditors Holding Unsecured
    Nonpriority Claims                               $4,600,175
                                    ------------    -----------
          TOTAL                     $129,240,202    $99,801,251

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Court Sets Jan. 30 General Claims Bar Date
---------------------------------------------------------
The Bankruptcy Court has established these deadlines for filing
proofs of claim in the Chapter 11 case of Nevada Cancer Institute:

          Jan. 30, 2012   General Claims Bar Date;

          Jan. 30, 2012   Last date on which any entity asserting
                          an administrative expense claim against
                          the Debtor's estate arising under
                          section 503(b)(9) of the Bankruptcy Code
                          on account of goods sold to the Debtor
                          in the ordinary course of the Debtor's
                          business and received by the Debtor
                          within 20 days before the petition date,
                          may request allowance of the 503(b)(9)
                          Claim;

          April 4, 2012   Last day for any patient to file a proof
                          of claim;

          June 27, 2012   Last day for all governmental units to
                          file proofs of claim; and

          March 1, 2012   Last date on which the Debtor may timely
                          file proofs of claim on behalf of
                          creditors who have failed to file proofs
                          of claim on their own behalf.  This
                          deadline will enable the Debtor to
                          ascertain whether a particular creditor
                          has filed a claim on its own behalf
                          before the Debtor files a claim in
                          accordance with section 501(c) and
                          Bankruptcy Rule 3004, thereby minimizing
                          the possibility that duplicate claims
                          might unnecessarily be filed

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor scheduled $129,240,202 in assets and $99,801,251 in
liabilities.  Lisa Madar signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Sec. 341 Creditors' Meeting Set for Jan. 12
----------------------------------------------------------
The United States Trustee for the District of Nevada will hold a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy
case of Nevada Cancer Institute on Jan. 12, 2012, at 1:00 p.m.
The meeting will be held at the Foley Federal Building and U.S.
Courthouse, 300 Las Vegas Blvd., South, Room 1500, in Las Vegas.
The meeting was originally set for Jan. 5.

The Debtor's representative must be present at the meeting to be
questioned under oath by the U.S. Trustee and by creditors.
Creditors are welcome to attend, but are not required to do so.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor scheduled $129,240,202 in assets and $99,801,251 in
liabilities.  Lisa Madar signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


OLD CORKSCREW: Berger Singerman Notifies Change of Address
----------------------------------------------------------
Debi Evans Galler and Berger Singerman, P.A., as counsel to the
Old Corkscrew Plantation, LLC, et al., notifies the U.S.
Bankruptcy Court for the Middle District of Florida of the change
of address and request that the Clerk of the Court change the
Court's docket and matrix in the case to reflect the correct
address as:

         Debi Evans Galler
         Berger Singerman, P.A.
         1450 Brickell Avenue, Suite 1900
         Miami, FL 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340

                About Old Corkscrew Plantation LLC

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  Berger Singerman,
P.A., serves as their bankruptcy counsel.  Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties.  Kapila & Company serves as chief restructuring
officer.  The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed.  Another $338,511 debt is owed to
Scott and Vicki Westlake.

No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.


OLDE PRAIRIE: Court Says Plan Must Permit Lender' to Credit Bid
---------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer said Olde Prairie Block Owner
LLC's Updated Third Amended Plan of Reorganization is tantamount
to a sale of assets.  Judge Schmetterer said the plan will be
rejected and the Debtor's case will be dismissed unless the Debtor
promptly makes changes that would grant secured creditor
CenterPoint Properties Trust the right to credit bid.

The Plan provides that all the Debtor's assets be transferred to
control of new principals in exchange for assumption of the
Debtor's liabilities to all creditors.  Landmark America LLC and
Winners Development LLC 3 will each be 50% owners of a new joint
venture, in exchange for equity contributions made to the Joint
Venture including cash and non-cash equity contributions.  The
cash contribution will be in the amount of roughly $45 million --
including $35 million offered to CenterPoint -- and is offered by
a plan investor with a background in real estate development. The
non-cash equity contribution consists of parcels of land offered
by one of the Plan investors, Landmark America.

The Plan bases its treatment of CenterPoint's liens on an
estimated claim amount of $60,170,750.  Under the Plan, the Debtor
proposes to pay CenterPoint $35 million in cash immediately and
pay the remaining amount of CenterPoint's allowed claim, which the
Debtor values at $25 million, pursuant to a Plan Note. The Plan
Note is to be secured by a parcel of real estate owned by the
Debtor (the Olde Prairie Property) and the Parking Lease.  It is
not, notably, to be secured by the Debtor's Lakeside parcel.
CenterPoint would thereby lose its present lien on the Lakeside
Parcel.

CenterPoint seeks dismissal of the Debtor's case, arguing that the
Debtor cannot confirm its currently proposed Plan because of legal
impediments on its face.  CenterPoint identified four specific
issues as legal defects in the latest Plan:

     1. Whether the Plan deprived CenterPoint of its statutory
        right to credit-bid its claim in violation of 11 U.S.C.
        Sec. 1129(b)(2)(A)(ii).

     2. Whether the Plan strips CenterPoint of the lien securing
        its claim in violation of 11 U.S.C. Sec. 1129(b)(2)(A)(i).

     3. Whether the Plan provides CenterPoint with the
        "indubitable equivalent" of its secured claim under
        11 U.S.C. Sec. 1129(b)(2)(A)(iii).

     4. Whether the Plan provides for the impermissible release of
        guarantors of the Debtor's loan with CenterPoint.

In his Dec. 22, 2011 memorandum opinion available at
http://is.gd/FDl7Uzfrom Leagle.com, Judge Schmetterer said
neither Landmark America nor Winners Development is related to the
Debtor at this time.  The judge said the proposal would thus be a
transfer of ownership of rights in the Debtor and its assets to
new owners of those rights in exchange for cash and property, a
transaction normally defined as a sale.  Title to the real estate
held by the LLC would not change but control of the Debtor itself
would be transferred to entirely new entities and CenterPoint
would lose lien rights in one parcel.  Since this would
effectively constitute a sale, Judge Schmetterer said the Plan
must provide CenterPoint with a right to credit bid its claim.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John Ruskusky, Esq., George R. Mesires, Esq., Nile
N. Park, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris
LLP, in Chicago.  Wildman, Harrold, Allen & Dixon LLP, and Marcus,
Clegg &  Mistretta, P.A., serve as special counsels to the Debtor.
The Debtor estimated assets at $100 million to $500 million and
liabilities at $10 million to $50 million at the time of the
filing.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


PELICAN ISLES: Feb. 16 Combined Hearing on Plan Set
---------------------------------------------------
U.S. Bankruptcy Court Judge Erik P. Kimball has conditionally
approved the disclosure statement relating to the Chapter 11 Plan
of Pelican Isles Limited Partnership.

The consolidated hearing on final approval of the disclosure
statement, confirmation of the Chapter 11 Plan and consideration
of fee applications will be held on Feb. 16, 2012, at 1:30 p.m.
The deadline for filing objections to confirmation as well as the
deadline for filing objections to final approval of the disclosure
statement is set for Feb. 13, 2012.

Any creditor (other than a governmental unit) or equity security
holder whose claim or interest is not scheduled or is scheduled as
disputed, contingent, or unliquidated will file a proof of claim
or interest on or before Jan. 12, 2012.  Governmental units will
file a proof of claim no later than 180 days after the date of the
order for relief.

As reported in the TCR on Dec. 6, 2011, Pelican Isles Limited
Partnership submitted to the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement explaining the
proposed Plan of Reorganization dated Nov. 11, 2011.

The Plan provides for reinstatement of the mortgage loan held by
CDT Mortgage, LLC, a Delaware limited liability company, pursuant
to its original terms; a cure of all outstanding defaults to CDT
in an amount to be determined by the Court, and payment of all
other creditors in full, in the ordinary course of business.

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

All leases for residential units at the Debtor's Apartment Complex
will be assumed under the Plan.

The Debtor will not be soliciting votes because all classes of
creditors and interests are unimpaired and therefore are deemed to
have accepted the Plan.

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

                        About Pelican Isles

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 11-38544) on Oct. 14, 2011, estimating between $10 million and
$50 million in assets and $1 million and $10 million in debts.
Ronald G. Neiwirth, Esq., at Boyd & Jenerette, P.A, in Miami,
Fla., serves as bankruptcy counsel.  The petition was signed by
John Corbett, President of The Partnership, Inc., the general
partner of the Debtor.


PENINSULA HOSPITAL: Proposes $8-Mil. DIP Loan from Revival Funding
------------------------------------------------------------------
Peninsula Hospital Center, et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York for authorization to:

   -- obtain postpetition financing from Revival Funding Co., LLC;

   -- utilize cash collateral; and

   -- granting security interests on a secured and super-priority
      basis.

Pursuant to an agreement with Revival Acquisition Group LLC on
Sept. 1, 2011, Revival agreed to provide an $8 million line of
credit and financing to fund a plan of reorganization.

The Debtors have determined that they are in need of postpetition
financing in order to sustain operations and successfully emerge
from Chapter 11.  The Debtors relates that it has sufficient cash
to fund operations only until Dec. 26.

The terms of the financing includes:

   Lender:                   Revival Funding Co., LLC

   Credit Facility:          A line of credit not to exceed
                             $3,000,000

   Use of Proceeds:          Primarily for the financing the
                             Debtors' day-to-day operations,
                             including, without limitation,
                             payroll expenses and outstanding
                             postpetition creditor obligations.

   Availability:             Advances will be available
                             immediately upon entry of the Order
                             authorizing the financing, and
                             signing of the Credit and Security
                             Agreement loan and related documents.

   Financial Terms:          Prior to the occurrence of a
                             repayment Event of Default, the
                             outstanding principal balance of the
                             Credit Agreement shall bear interest
                             at the rate of 9% per annum.  Upon
                             the occurrence of an Event of
                             Default, and for as long as the same
                             will remain outstanding, at the
                             option of Postpetition Lender, all
                             obligations of borrower will bear
                             interest at the rate of 14% per
                             annum, which will be due as one lump
                             sum payment.

   Collateral:               All of Debtors' tangible and
                             intangible assets and property will
                             be collateral for all obligations
                             incurred by the Debtors.

   Carve Out:                Lender's security interests and liens
                             on the Collateral will be subject and
                             subordinate only to the following:
                             (i) payment of United States
                             Trustee's fees plus interest at the
                             statutory rate for any fees not paid
                             in a timely manner, and any fees
                             payable to the Clerk of the
                             Bankruptcy Court; (ii) fees and
                             expenses of attorneys, accountants
                             and other professionals retained in
                             the Chapter 11 cases, to the extent
                             allowed by the Bankruptcy Court, but
                             in no event to exceed $200,000; and
                             (iii) reasonable fees and expenses of
                             a Chapter 7 trustee allowable in an
                             amount not to exceed $15,000.

   Lien Priority:            The Postpetition Lender is granted
                             security interests and liens, subject
                             only to the Carve Out and certain
                             prior filed mortgages, security
                             interests and liens other than those
                             of the Benefit Funds with respect to
                             PGN.  Liens and security interests of
                             the Benefit Funds in PGN are to be
                             subordinated to the lien of the
                             Postpetition Lender.

   Fees:                     An origination fee inclusive of
                             lender's attorney's fees in the
                             amount of $75,000.

                            Objection

The City of New York and its agencies, including but not limited
to the New York City Water Board, objected to the Debtors' motion
for DIP loan and cash collateral use.

The Water Board, one of the Debtors' largest creditors, objected
to any attempt to have it priming, statutory, liens on either
subordinated to the liens of the DIP lender or any secured
creditor, including J.P. Morgan Chase Bank, N.A.  According to the
City, the interim DIP motion is at best ambiguous if not carefully
drafted to avoid and cloud issues relating to the carve out, the
priorities of various secured creditors liens against each other
and the liens the DIP lender is seeking to subordinate with
respect to the Debtors' real property.

The City of New York is represented by:

         Michael A. Cardozo, Esq., corporation counsel of the
           City of New York
         Gabriela P. Cacuci, Esq., assistant corporation counsel
         100 Church Street, 5th Floor
         New york, NY 10007
         Tel: (212) 788-0688
         Fax: (212) 788-0937
         E-mail: gcacuci@law.nyc.gov

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PIEDMONT CENTER: KeySource Wants Lift Stay, Block of Cash Access
----------------------------------------------------------------
KeySource Commercial Bank, asks the U.S. Bankruptcy Court for the
Eastern Distict of North Carolina for (i) relief from the
automatic stay in Piedmont Center Investments, LLC's assets, and
(ii) terminate the Chapter 11 Trustee's use of cash collateral.

The Debtor is obligated to KeySource in the original principal
amount of $3,800,000.  The note is secured by a deed of trust and
assignment of rents on commercial property located at 101-105
South 5th Street, Mebane, North Carolina.  As of the petition
Date, the Debtor owed KeySource the total amount of $4,101,586.

KeySource seeks relief from the automatic stay to allow KeySource
to pursue all rights and remedies available to it under its loan
documents and applicable nonbankruptcy law, including but not
limited to foreclosure or appointment of a receiver.

KeySource asserts that interests of KeySource in the property and
the rents generated thereon are not adequately protected.
KeySource also stated that the relief is appropriate because the
Debtor lacks equity in the property and the property is not
necessary for an effective reorganization.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq. --
jangell@hsfh.com and nbrown@hsfh.com -- at Howard, Stallings,
From & Hutson, P.A.


QUALTEQ INC: Venue Transfer Hearing Excludes Ad Hoc Panel's Gripe
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted Bank of America, N.A.'s motion to
strike the Ad Hoc Committee's objection to BofA's motion to
transfer venue of the Chapter 11 cases of Qualteq, Inc. et al., to
the Northern District of Illinois.

The Court ordered that while the Ad Hoc Committee and the Ad Hoc
members may listen to the hearing on the venue motion either by
telephone or in person, they will not otherwise participate in
hearing on the venue motion either individually or through counsel
and may not submit any evidence in support of or make argument
regarding the venue motion.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


REGAL ENTERTAINMENT: M. Campbell Resigns as Executive Chairman
--------------------------------------------------------------
Michael L. Campbell resigned from his position as Executive
Chairman of Regal Entertainment Group, effective Dec. 28, 2011.
Mr. Campbell will continue to serve as a member of the Board of
Directors of the Company and will transition to a non-executive
role as Chairman of the Board of the Company.  In connection with
his resignation, Mr. Campbell and the Company terminated that
Amended and Restated Executive Employment Agreement, dated May 5,
2009, by and between the Company and Mr. Campbell, and entered
into a Separation and General Release Agreement, dated Dec. 20,
2011.

Under the Agreement, the Company will pay Mr. Campbell his base
salary through Dec. 28, 2011, and his annual bonus for fiscal 2011
in the amount of $800,000.  In exchange for his continuing service
as Chairman of the Board, the Company will also pay Mr. Campbell a
$100,000 annual cash retainer and make annual grants to him of
restricted shares of Class A common stock of the Company having,
at the time of grant, a fair market value of $200,000.  In
addition, Mr. Campbell's currently unvested equity awards,
comprised of 122,916 unvested restricted shares and 169,682
unvested performance shares, will remain outstanding.  Mr.
Campbell will be considered in service for purposes of vesting in
these equity awards as long as he continues to be a member of the
Board.  If Mr. Campbell's service on the Board terminates other
than due to his voluntary resignation from the Board or his
declining to be nominated for an additional term, then his
unvested restricted shares will become fully vested and his
unvested performance shares will remain outstanding and will vest
to the extent that the as-adjusted EBITDA targets applicable to
such performance shares are achieved.

                  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. 29, 2011, showed $2.26
billion in total assets, $2.81 billion in total liabilities and a
$555.70 million total deficit.

                           *     *     *

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.


REDDY ICE: Common Stock to Suspend Trading on NYSE
--------------------------------------------------
NYSE Regulation, Inc., announced that it determined that the
common stock of Reddy Ice Holdings, Inc., - ticker symbol FRZ -
should be suspended prior to the market opening on Thursday,
Dec. 29, 2011, from the New York Stock Exchange.  The Company
expects to commence trading on the over-the-counter (OTC) market
that same day under a symbol yet to be determined.

NYSE Regulation has determined that the Company is no longer
suitable for listing under Section 802.01B of the NYSE Listed
Company Manual in view of the fact that it has fallen below the
NYSE's continued listing standard regarding average global market
capitalization over a consecutive 30 trading day period of less
than $15 million, which is a minimum threshold for listing.

The Company had previously fallen below the NYSE's continued
listing standard for average global market capitalization over a
consecutive 30 trading day period of less than $50 million and
latest reported shareholders' equity of less than $50 million as
well as the average closing price of less than $1.00 over a
consecutive 30 trading day period.  The Company's business plan
was previously accepted by NYSE Regulation, however, in light of
the subsequent non-compliance with the aforementioned minimum
market capitalization standard, this plan process is no longer
available.

The Company has a right to a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.  The NYSE noted that it may, at any time, suspend a
security if it believes that continued dealings in the security on
the NYSE are not advisable.

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


RENASCENT INC: Plan Confirmation Hearing Continued Until Jan. 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved a
stipulation continuing until Jan. 12, 2012, at 10:00 a.m., the
hearing to consider confirmation of Renascent, Inc.'s Amended Plan
of Reorganization.  Objections, if any, are due Jan. 6.

The Debtor and Bank of America N.A., as successor by merger to
BAC Home Loan Servicing LP, fka Countrywide Home Loans Servicing,
LP, Countywide Home Loans, Inc., ReconTrust Company, N.A.,
Thornburg Mortgage Securities Trust 2007-3 and Mortgage Electronic
Registration Systems, Inc., filed on Dec. 1, 2011, a stipulation
to continue the confirmation hearing and to grant final approval
of the Disclosure Statement.

As reported in the Troubled Company Reporter on Nov. 16, 2011, the
Debtor's proposed plan contemplates a combination of:

   a. the development and sale of the Debtor's real estate (81 &
      83 Bell Crossing); and

   b. continuing claims against the State of Montana and Ravalli
      County, continuing claims in Adversary #11-00045 against
      Countrywide Home Loans, Inc.; BAC Home Loans Servicing LP
      fka. Countrywide Home Loans, Servicing, LP; Thornburg
      Mortgage Securities Trust 2007-3; Recontrust Company NA;
      Mortgage Electronic Registration System, Inc.

A copy of the Disclosure Statement dated Aug. 24, 2011, is
available for free at
http://bankrupt.com/misc/renascent.dkt159.pdf

                            Objection

Creditors Creative Finance & Investments, LLC Profit Sharing Plan,
Craig & Rebecca L. DeSilva Trust, Ruth Havican, Donald Barth and
Claudia Barth objected to the approval of the Disclosure Statement
(which would allow the Debtor to move forward with the Plan
solicitation and confirmation process) on these grounds:

   1. the Plan fails to provide for repayment to secured
      creditors Barths and Havicans;

   2. the Plan is not feasible;

   3. the Plan does not propose to pay these creditors an amount
      equal to their secured claims;

   4. the Disclosure Statement fails to properly disclose material
      information.

Worden Thane, P.C., represents the creditors.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., owned two large tracts of
property in Ravalli County, Montana when it filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.
This property was sold in two sales for $2.5 million on July 14,
2001.

In addition, there is a 170 acre parcel of land consisting of 2
tracts of contiguous land near Stevensville, Montana (83 Bell
Crossing and 81 Bell Crossing).

Jon R. Binney, Esq., who has an office in Missoula, Montana,
represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


ROOMSTORE INC: Hires Lowenstein Sandler as Bankruptcy Counsel
-------------------------------------------------------------
RoomStore, Inc., asks the Bankruptcy Court to approve its
engagement of Lowenstein Sandler PC as counsel for the Debtor.

Lowenstein was first retained to represent the Debtor in
connection with a potential restructuring or chapter 11 filing in
October 2011.  Prior to the Petition Date, Lowenstein received a
retainer of $575,000:

          $75,000 was received by Lowenstein on Nov. 7, 2011,
          $50,000 on Dec. 1, 2011, and
         $450,000 on Dec. 9, 2011.

The amount has been applied to prepetition services rendered and
expenses incurred by Lowenstein.  The balance, totaling $202,259,
will be utilized as a retainer for post-petition fees and
expenses.

Lowenstein also previously represented the Debtor in certain
matters.  In 2011, Lowenstein performed certain other services for
the Debtor and issued an invoice dated Aug. 24, 2011, of $2,142,
for which payment was received by Lowenstein on Sept. 24, 2011.

Lowenstein's current hourly rates are:

      Members (principals)              $435 - $895
      Senior Counsel (generally 10
         or more years experience)      $390 - $660
      Counsel                           $350 - $630
      Associates (generally less
         than 6 years experience)       $250 - $470
      Paralegals and Assistants         $145 - $245

Lowenstein's Bruce D. Buechler, Esq., attests that the firm has
not represented the Debtor, its creditors or any other parties in
interest, or their attorneys, in any matter relating to the Debtor
or its estate; does not hold or represent any interest adverse to
the Debtor's estate; and is a "disinterested person" as that
phrase is defined in section 101(14) of the Bankruptcy Code.

                         About RoomStore

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  Julius M. Feinblum Real Estate
Inc., serves as its real estate consultant.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila deLa Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Hires Feinblum as Real Estate Consultant
-------------------------------------------------------
RoomStore Inc. seeks Bankruptcy Court permission to employ Julius
M. Feinblum Real Estate, Inc., as its real estate consultant.
Feinblum will analyze the Debtor's store and warehouse leases and
locations and assist in obtaining lease concessions concerning the
Debtor's real estate.

The compensation structure to Feinblum is outlined in the parties'
Engagement Letter dated Dec. 9, 2011, which provides that:

     (a) If a lease is surrendered to a landlord or a lease is
assumed and assigned to a third party, Feinblum will be paid a fee
of 4% of the gross amount paid to RoomStore.

     (b) In the event that Feinblum obtains any rent reductions
from a landlord for a location, Feinblum shall be entitled to a
fee of 4% of the gross value of said rent reductions by RoomStore.

     (c) In the event of a sale of any fee owned properties by
RoomStore, RoomStore shall pay Feinblum a 4% sales commission if
Feinblum is both the listing and selling broker.  If Feinblum is
solely the agent in connection with a sale of a fee owned
property, Feinblum shall be paid a fee of 3%.

     (d) All fees to be paid to Feinblum by RoomStore pursuant to
this schedule shall be paid at the time the particular transaction
is consummated.

     (e) Feinblum shall be reimbursed for marketing expenses on
properties being disposed. These marketing expenses include
signage, blitz email marketing and a website dedicated to the
project.  The total budget for expenses shall not exceed $25,000
for the project.  Expenses must be verified with actual sign cost
receipts and approved by RoomStore.

Julius M. Feinblum attests that the firm has no connection with
the Debtor, its creditors, the Office of the United States Trustee
or any other party in interest in the chapter 11 case or its
attorneys or other professionals; neither holds nor represents any
interest adverse to the Debtor or its estate in matters for which
it is proposed to be retained; and is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

          JULIUS M. FEINBLUM REAL ESTATE, INC.
          25 Fairchild Avenue, Suite 500
          Plainview, NY 11803
          E-mail: info@furniturerealestate.com
                  jmfrealty@aol.com

                          About RoomStore

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila deLa Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Assumes Amended Contract With Hilco
--------------------------------------------------
The Bankruptcy Court signed off on a stipulation permitting
RoomStore Inc. to assume an amended letter agreement with Hilco
Merchant Resources, Inc., which is supervising store-closing
liquidation sales at certain of the Debtor's retail store
locations.

The Debtor and Hilco entered into a Letter Agreement Governing
High Impact Sale and Store Closing Event Sales on June 3, 2011.
The parties on Aug. 31, 2011, entered into an Amendment to Letter
Agreement, to modify the terms of the Letter Agreement, including
extending the Conclusion Date as defined in the Letter Agreement
to no later than Jan. 29, 2012.

Hilco is currently supervising the liquidation of two of the
Debtor's retail stores at which store-closing sales commenced
prior to the Petition Date, and the Debtor desires to have Hilco
complete rendering services at these two locations pursuant to the
Amended Letter Agreement, provided that Hilco agrees to further
modify the "Conclusion Date".  The Stipulation and Agreed Order
provides that the Conclusion Date of the Amended Letter Agreement
is extended to Dec. 31, 2011, and the Debtor will not incur
administrative rent expense for the Liquidating Stores for the
month of January 2012.

                         About RoomStore

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  Julius M. Feinblum Real Estate
Inc., serves as its real estate consultant.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by:

          Gregg M. Galardi, Esq.
          DLA PIPER LLP (US)
          1251 Avenue of the Americas
          New York, NY 10020
          Tel: (212) 335-4640
          E-mail: gregg.galardi@dlapiper.com

               - and -

          Robert S. Westermann, Esq.
          Sheila deLa Cruz, Esq.
          HIRSCHLER FLEISCHER, P.C.
          The EdgeworthBuilding
          2100 East Cary Street
          Richmond, VA 23223
          Tel: (804) 771-9500
          Fax: (804) 644-0957
          E-mail: rwestermann@hf-law.com
                  sdelacruz@hf-law.com


SEARS HOLDINGS: To Close 120 Stores in Turnaround Plan
------------------------------------------------------
Sears Holdings Corporation on Tuesday unveiled cost reduction
plans that include closing 100 to 120 Kmart and Sears Full-line
stores.

"Given our performance and the difficult economic environment,
especially for big-ticket items, we intend to implement a series
of actions to reduce on-going expenses, adjust our asset base, and
accelerate the transformation of our business model.  These
actions will better enable us to focus our investments on serving
our customers and members through integrated retail -- at the
store, online and in the home," said Chief Executive Officer Lou
D'Ambrosio.

Specific actions which Sears plans to take include:

    * Close 100 to 120 Kmart and Sears Full-line stores.  Sears
expects these store closures to generate $140 million to $170
million of cash as the net inventory in these stores is sold and
Sears expects to generate additional cash proceeds from the sale
or sublease of the related real estate.  Further, Sears intends to
optimize the space allocation based on category performance in
certain stores.  Final determination of the stores to be closed
has not yet been made.  The list of stores closing will be posted
at http://www.searsmedia.com/when final determination is made.

    * Excluding the effect of store closures, Sears currently
expects to reduce 2012 peak domestic inventory by $300 million
from the 2011 level of $10.2 billion at the end of the third
quarter as a result of cost decreases in apparel, tighter buys and
a lower inventory position at the beginning of the fiscal year.

    * Focus on improving gross profit dollars through better
inventory management and more targeted pricing and promotion.

    * Reduce fixed costs by $100 million to $200 million.

In addition to the specific store closures, Sears will carefully
evaluate store performance going forward and act opportunistically
to recognize value from poor performing stores as circumstances
allow.  While past practice has been to keep marginally performing
stores open while Sears worked to improve performance, Sears no
longer believes that to be the appropriate action in this
environment.  Sears intends to accentuate focus and resources to
better performing stores with the goal of converting their
customer experience into a world-class integrated retail
experience.

Sears currently expects the store closure and inventory reduction
actions to reduce peak inventory in 2012 by $500 million to $580
million and reduce peak borrowing need by $300 million to $350
million in 2012 from levels that may have resulted in 2012 without
such actions.

At Dec. 23, Sears had $483 million of borrowings outstanding on
domestic revolving credit facility leaving Sears with over $2.9
billion of availability on revolving credit facilities ($2.1
billion on domestic facility and $800 million on Canadian
facility).  There were no borrowings outstanding last year at this
time.

During the fourth quarter through Dec. 23, 2011, Sears has not
repurchased any common shares under its share repurchase program.
As of Dec. 23, 2011, Sears had remaining authorization to
repurchase $524 million of common shares under the previously
approved programs.

The company currently plans to release financial results for its
fiscal 2011 fourth quarter and full year on or about Feb. 23,
2012, before the market opens.  Sears said comparable store sales
for the eight-week and year-to-date periods ended Dec. 25, 2011
for its Kmart and Sears stores are:

                                   QTD            YTD
                                   ---            ---
              Kmart               -4.4%          -1.8%
              Sears Domestic      -6.0%          -3.3%
              Total               -5.2%          -2.6%

Kmart's quarter-to-date comparable store sales decline reflects
decreases in the consumer electronics and apparel categories and
lower layaway sales.  Sears Domestic's quarter-to-date sales
decline was primarily driven by the consumer electronics and home
appliance categories, with more than half of the decline in Sears
Domestic occurring in consumer electronics.  Sears apparel sales
were flat and Lands' End in Sears stores was up mid-single digits.

The combination of lower sales and continued margin pressure
coupled with expense increases has led to a decline in Sears'
Adjusted EBITDA.  Accordingly, Sears expects fourth quarter
consolidated Adjusted EBITDA will be less than half of last year's
amount.  For reference, last year Sears generated $933 million of
Adjusted EBITDA in the fourth quarter ($795 million domestically
and $138 million in Canada).

Due to performance in 2011, Sears expects to record in the fourth
quarter a non-cash charge related to a valuation allowance on
certain deferred tax assets of $1.6 billion to $1.8 billion.
Although a valuation adjustment is recognized on these deferred
tax assets, no economic loss has occurred as the underlying net
operating loss carryforwards and other tax benefits remain
available to reduce future taxes to the extent income is
generated.  Further, Sears may recognize in the fourth quarter an
impairment charge on some goodwill balances for as much as $600
million.  These charges would be non-cash and combined are
estimated to be between $1.6 billion and $2.4 billion.

                        About Sears & Kmart

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

In December 2011, Moody's Investors Service lowered Sears Holdings
Corporate Family and Probability of Default Ratings to B1 from
Ba3.  Moody's said the The downgrade reflects persistent negative
trends in revenues and operating margins of Sears Holdings, and
the weaker than anticipated performance in its third quarter
earnings.  The B1 rating takes into consideration the company's
good liquidity position, which reflects its access to sizable
asset based revolving credit facilities and its strong sources of
alternative liquidity due to its holdings of unencumbered real
estate.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.


SHINER CHEMICALS: Asks Court to Dismiss Involuntary Ch. 11 Case
---------------------------------------------------------------
Shiner Chemicals, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to dismiss the involuntary Chapter 11 petition
filed against it by Petitioners Aaron J. Valenzuela, Sherri S.
Parkin and Peter J. Workum who claim to be creditors of the
Debtor.

The Debtor contends there is a bona fide dispute as to liability
regarding Valenzuela and Parkin's claims.  The Debtor admits
borrowing from Workum, but raises a bona fide dispute as to the
claim amount, and terms of repayment.  The Debtors further
contends that Petitioners' claims were brought in bad faith, and
thus Debtor seeks its reasonable attorney's fees and punitive
damages.


                      About Shiner Chemicals

Aaron J. Valenzuela, Sherri S. Parkin and Peter J. Workman filed
an involuntary Chapter 11 petition against Shiner Chemicals, LLC
(Bankr. D. Ariz. Case No. 11-27955) on Oct. 3, 2011.  Judge George
B. Nielsen, Jr., presides over the case.  Chad B. Kennedy and Orlo
D. Ison are the sole members of the Debtor.

James M. McGuire, Esq., at Davis Miles, PPLC, represents the
Debtor as counsel.


SHINER WAREHOUSE: Asks Court to Dismiss Involuntary Ch. 11 Case
---------------------------------------------------------------
Shiner Warehouse, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to dismiss the involuntary Chapter 11 petition
filed against it by petitioners Aaron J. Valenzuela, Sherri S.
Parkin and Peter J. Workum who claim to be creditors of the
Debtor.

The Debtor contends there is a bona fide dispute as to liability
regarding Valenzuela and Parkin's claims.  The Debtor admits
borrowing from Workum, but raises a bona fide dispute as to the
claim amount, and terms of repayment.  The Debtor further contends
that Petitioners' claims were brought in bad faith, and thus the
Debtor seeks its reasonable attorney's fees and punitive damages.

                      About Shiner Warehouse

Aaron J. Valenzuela, Sherri S. Parkin and Peter J. Workman filed
an involuntary Chapter 11 petition against Shiner Warehouse, LLC
(Bankr. D. Ariz. Case No. 11-28103) on Oct. 4, 2011.  Judge Sarah
Sharer Curley presides over the case.  Orlo D. Ison is the sole
member of the Debtor.

JamesM. McGuire, Esq., at Davis Miles, PPLC, represents the Debtor
as counsel.


STANADYNE HOLDINGS: Inks Third Amendment to Wells Fargo Facility
----------------------------------------------------------------
In order to enhance Stanadyne Corporation's liquidity position, on
Dec. 16, 2011, Stanadyne and Wells Fargo Capital Finance, LLC,
entered into a Third Amendment to Credit Agreement and a Fourth
Amendment to EXIM Guarantied Credit Agreement.  The Third Credit
Amendment increased the maximum revolver amount from $35 million
to $55.8 million by adding a Maximum Guaranteed Revolver Amount as
defined by the Credit Agreement of $20.8 million.  The investment
funds which are managed by Kohlberg Management IV, L.L.C., that
are the primary equity holders of Stanadyne Holdings, Inc., are
the guarantors of the Guaranteed Amount.  Borrowing under the
Guaranteed Amount is limited to $0.5 million increments, with a
minimum of $2.5 million.  The Third Credit Amendment also
established interest rates for the Guaranteed Amount and detailed
the order in which payments are applied to outstanding balances
under the various credit facilities.  Lastly, the Third Credit
Amendment changed the expiration of the Credit Agreement to
April 30, 2014, from Aug. 13, 2014.

The purpose of the Fourth EXIM Amendment was to incorporate the
Guaranteed Advances added by the Third Credit Amendment into the
agreement.

All other terms of the credit agreements were materially unchanged
from the prior agreements.

In connection with the prior amendments to the credit agreements
reported on the Current Report on Form 8-K dated Sept. 26, 2011,
and filed Sept. 28, 2011, on Dec. 16, 2011, Stanadyne entered into
a new Export-Import Bank of the United States Working Capital
Guarantee Program Borrower Agreement to reflect the changes in the
prior amendments to the credit agreements, including an increase
in the "Maximum Revolver Amount" under the EXIM Guarantied Credit
Agreement that is guaranteed by the Export-Import Bank from $10
million to $15 million.  Except to reflect such changes, the New
EXIM Agreement is materially unchanged from the prior agreement,
including the expiration date of Aug. 31, 2013.

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

The Company also reported a net loss of $7.79 million on
$185.49 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.85 million on $188.09 million
of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$374.24 million in total assets, $379.07 million in total
liabilities, $794,000 in redeemable non-controlling interest, and
a $5.62 million in total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 21, 2011, Moody's Investors Service
confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating
and revised the rating outlook to stable.  The CFR confirmation
reflects the remediation of the Stanadyne's previous inability to
file financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.


STOCKDALE TOWER: Seeks to Employ CB Richard as Real Estate Broker
-----------------------------------------------------------------
Stockdale Tower 1, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ CB Richard
Ellis as its real estate broker to represent the Debtor in
marketing, selling and/or leasing the real property.

Based on the terms of the Exclusive Leasing Listing Agreement and
Amendment to Listing Agreement, CBRE will receive a commission on
the sale of the real property in the amount of a 5% of the gross
selling price if it represents both the buyer and the Debtor.  Any
compensation paid to CBRE will be paid directly from escrow from
proceeds received from the sale of the real property and will be
subject to approval of the Court.  CBRE has not received a ret
ainer from Debtor or any other person.

If the property is sold to buyers not represented by CBRE, the
Debtor contemplates that CBRE would be entitled to receive a
commission of up to 2.5% of the gross selling price for services
rendered in representing the estate in marketing the property.
The broker, representing such buyer, would be entitled to receive
a commission of up to 2.5% of the accepted and consummated price.
The estate will not be liable for more than the total 5% for
commissions.  The commissions will be payable only to the brokers
involved in the accepted and consummated sale.

CBRE will receive a commission on the lease of real property
summarized as:

   a. Gross Leases - where landlord pays all or base year portion

       ii. Term of Lease Than 5 Years

           6% of total base rental for the first 24 months in
           which rent is to be paid, plus

           5% of the total base rental for the next 12 months
           in which rent is to be paid, plus

           4% of the total base rental for the remainder of
           the term.

      iii. Term of Lease 5 Through 25 years

           5% of the total base rental for the first 60 months
           in which rent is to be paid, plus

           2-1/2% of the total base rental for the next 60
           months which rent is to be paid, plus

           1-1/2% of the total base rental for the remainder
           of the term.

   b. Net Leases - where tenant pays all real estate taxes

       ii. Term of Lease Less Than 5 Years

           7% of total base rental for the first 24 months
           in which rent is to be paid, plus

           6% of the total base rental for the next 12 months
           in which rent is to be paid, plus

           5% of the total base rental for the remainder of
           the term.

      iii. Term of Lease 5 Through 25 Years

           6% of the total base rental for the first 60 months
           in which rent is to be paid, plus

           3-1/2% of the total base rental for the next 60 months
           in which rent is to be paid, plus

           2-1/2% of the total base rental for the remainder of
           the term.

If a lease term is in excess of 25 years then the commission shall
be calculated upon only the base rental to be paid for the first
25 year of the lease term.

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

                        About Stockdale Tower

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Scott
T. Belden, Esq., and Jacob L. Eaton, Esq., of Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed $17,880,755 in assets
and $17,870,212 in liabilities as of the Chapter 11 filing.


SUMMO INC: Asks Court to Approve "Lift Stay" with Frontier Bank
---------------------------------------------------------------
Summo, Inc., and Frontier Bank, a Branch of First National Bank in
Lamar, jointly asks the U.S. Bankruptcy Court for the District of
Colorado to approve a Settlement Agreement entered into by the
parties to avoid the cost, delay and uncertainty of litigation.

As of Sept. 23, 2011, the Bank is owed a total of $5,791,663 plus
costs, expenses, appraiser fees and attorney fees under two Notes
which matured on May 10, 2010.

On Oct. 19, 2011, the Bank filed its Motion For Relief From Stay
seeking to have the bankruptcy stay modified to permit the Bank to
foreclose its second lien on the real property of the Debtor
located in the County of Pueblo, State of Colorado, at the
Foreclosure Sale.

The Lift Stay Agreement provides:

   a. The Bank will be granted relief from stay effective at 5:00
      p.m. on March 8, 2012, for the purpose of foreclosing its
      Note Two Deed of Trust encumbering the Property at the next
      regularly continued Foreclosure Sale date.

   b. Upon entry of an order by the Bankruptcy court approving the
      Lift Stay Agreement, the Bank will withdraw the Lift Stay
      Motion and the Motion to Dismiss.

   c. On or before 5:00 p.m. on March 8, 2012, the Bank will
      accept payment from Summo in the amount of $5,000,000 in
      full satisfaction of all amounts due under Note 1 and Note
      2.  To effect the Discounted Payment, Summo must wire the
      sum of $5,000,000 to the Bank so that it is received by the
      Bank on or before 5:00 p.m. on March 8, 2012.

   d. Summo and Mr. Musso are releasing any claims that they may
      hold against the Bank; and the Bank is releasing any claims
      it may hold against Summo and Mr. Musso, including but not
      limited to claims arising under Note One, Note Two and the
      Guarantee of John C. Musso, the president and sole equity
      owner of the Debtor.

   e. the Lift Stay Agreement is subject to the entry of an order
      by the Bankruptcy court approving the Lift Stay Agreement.

                         About Summo Inc.

Pueblo, Colorado-based Summo, Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, in Colorado
Springs, Colo., serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $15,845,500 in assets and $4,809,760 in debts.
The petition was signed by John C. Musso, the president and sole
equity owner of the Debtor.  A creditors committee has not been
appointed in the bankruptcy case.


WASHINGTON MUTUAL: Dime Litigation Reps Now Included in Mediation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware amended an
order appointing mediator to allow the participation of the Class
Representatives of Dime Litigation Tracking warrant Holder in the
mediation in relation to the cases of Washington Mutual, Inc., et
al.

The Court originally entered an order appointing mediator on
Oct. 11, 2011.

Pursuant to the amended order, the scope of the mediation will
include the resolution of the causes of action asserted in the
litigation styled, Nantahala Capital Partners, LP, et al., v.
Washington Mutual Inc., et al., Adv. proc. No. 10-50911, pending
in the Court.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WAVERLY GARDENS: Bankruptcy Court Clerk Order to Close Ch. 11 Case
------------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized the Court Clerk to
administratively close the Chapter 11 case of Waverly Gardens of
Memphis, LLC.

According to the Debtor's case docket, the case was dismissed on
Oct. 20, 2011

                 About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WEST END: 2nd Amended Plan Provides for Liquidation of Assets
-------------------------------------------------------------
West End Financial Advisors LLC, filed with the U.S. Bankruptcy
Court for the Southern District of New York a Disclosure Statement
explaining the Second Amended Plan of Liquidation.

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

According to the Disclosure Statement, the Plan seeks to liquidate
the Debtor in order to provide fair, equitable, and reasonable
treatment to all creditors of the Debtor.  Under the Plan all of
the Debtor's assets will be transferred to a grantor trust which
will be administered by the Plan Administrator. The Plan
Administrator will collect the Debtor's income and monetize its
assets over the existence of the Post-Confirmation Estate and pay
creditors in accordance with the terms of the Plan.

The creditor distributions will be funded from the Plan
Administrator's cash on hand, the Budget Funds, monetization of
the Post-Confirmation Estate Assets, the Post-Confirmation
WEMFF/WEFIP Funds recoveries, if any, from the pursuit of alleged
preference and fraudulent conveyance claims and pursuit of other
claims held by the estate against third parties.

The decision of the Plan Administrator to sell the interests in
the "Hard Money Fund" or the "Franchise Fund" may only be done
with approval of a majority of the Plan Oversight Committee, and,
if proposed prior to satisfaction of the New Northlight Note, if
the proceeds from the sale are sufficient to satisfy the New
Northlight Note.

The Debtor projects that the Holders of Claims in Classes 1, 2 and
3 will be paid in full under the terms of the Plan.  The Debtor is
unable to set forth with numerical specificity the estimated
distributions to Class 4 Claim Holders.  The reasons for this is
the Debtors do not know at this point in time whether the Plan
Administrator will seek to sell the estate's interests in the Hard
Money Fund and the Franchise Fund prior to the maturity of the
loans contained in those portfolios, and if the Debtor's interests
are sold, what discount, if any, might be agreed to by the Plan
Administrator and the purchaser of the portfolio.

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

As reported in the Troubled Company Reporter on Dec. 7, 2011, West
End Financial received approval from the bankruptcy judge for the
disclosure statement explaining the liquidating Chapter 11 plan.
The confirmation hearing for approval of the plan is set for
Jan. 26.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

West End Financial filed a plan of liquidation in bankruptcy court
in August.


WILLIAM LYON: Wins Court Okay to Tap $15MM From Colony DIP Loan
---------------------------------------------------------------
William Lyon Homes Inc. and its debtor-affiliates won interim
authority from the Bankruptcy Court to immediately dip their hands
into $15 million of the $30 million in postpetition secured
financing arranged by ColFin WLH Funding Inc., as administrative
agent for the DIP lenders.  ColFin is an affiliate of real-estate
finance and investment company Colony Financial Inc.

William Lyon also obtained interim permission to use cash
collateral securing obligations to its prepetition lenders.

A final hearing on the Debtors' request is set for Jan. 11, 2012,
at 11:00 a.m.

As of the petition date, the Debtors owe the prepetition secured
parties not less than $206 million.  The Debtors are also liable
to a Make Whole Amount as defined in the prepetition loan
agreement and an exit fee.  The prepetition secured parties assert
that the Make Whole Amount due and owing is not less than
$69 million and the exit fee is not less than $12.9 million.

The DIP loan obligations are secured by the Debtors' assets,
except among others, estate causes of action under Chapter 5 of
the Bankruptcy Code or applicable state avoidance action law as
well as the assets of Circle G at the Church Farm North Joint
Venture LLC.

The Debtors are authorized under the DIP credit agreement to
obtain a junior DIP financing facility, the obligations under
which will be junior to the ColFin DIP facility.

As adequate protection for the use of cash collateral, the Debtors
will provide the prepetition lenders adequate protection liens and
will pay for the lenders' legal fees and expenses incurred in the
case.

The DIP liens and adequate protection liens are subject to a
carve-out for unpaid fees of the Clerk of Court and the U.S.
Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6); bankruptcy
professional fees; and unpaid fees and expenses of the ad hoc
group of noteholders (not to exceed $535,000) and the so-called
backstop investors (not to exceed $200,000) in the case.

The Interim DIP Order provides that the DIP Agent and the DIP
lenders may credit bid the DIP obligations during any sale of any
DIP collateral or prepetition collateral.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are:

          Matthew K. Kelsey, Esq.
          J. Eric Wise, Esq.
          GIBSON, DUNN & CRUTCHER LLP
          200 Park Avenue
          New York, NY 10166-0193
          Tel: 212-351-2615
          E-mail: mkelsey@gibsondunn.com
                  ewise@gibsondunn.com

Counsel to the Ad Hoc Noteholders Group are:

          Mark Shinderman, Esq.
          Neil Wertlieb, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          601 South Figueroa Street
          Los Angeles, CA 90017
          Tel: 213-892-4411
          E-mail: mshinderman@milbank.com
                  nwertlieb@milbank.com

Delaware Counsel to the Ad Hoc Noteholders Group is:

          Robert J. Dehney, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street, 18th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Tel: (302) 351-9353
          Fax: (302) 425-4673
          E-mail: rdehney@mnat.com

Counsel to the Prepetition Agent and the Prepetition Secured
Lenders:

           David P. Simonds, Esq.
           AKIN GUMP STRAUSS HAUER & FELD LLP
           2029 Century Park East, Suite 2400
           Los Angeles, CA 90067-3010
           Tel: 310-552-6692
           E-mail: dsimonds@akingump.com

                - and -

           David Stratton, Esq.
           PEPPER HAMILTON LLP
           Hercules Plaza, Suite 5100
           13013 Market Street, P.O. Box 1790
           Wilmington DE 19801-1151
           Tel: 302-777-6566
           E-mail: strattond@pepperlaw.com

The Prepetition Lenders also have hired FTI Consulting Inc. as
advisors.


WILLIAM LYON: Court Extends Schedules Filing Deadline
-----------------------------------------------------
William Lyon Homes Inc. and its debtor-affiliates won a 70-day
extension of their deadline to file their schedules of assets and
liabilities and statements of financial affairs.  The new deadline
is March 28, 2012.

Pursuant to 11 U.S.C. Sec. 521 and F.R.B.P. 1007, the Debtors are
required to file, within 14 days of the Petition Date: (i)
schedules of assets and liabilities; (ii) schedules of executory
contracts and unexpired leases; (iii) lists of equity holders;
(iv) schedules of current income and expenditures; and (v)
statements of financial affairs.  Rule 1007-1(b) of the Delaware
Local Rules provides, however, that if the total number of
creditors in a debtor's case exceeds 200, the debtor must file its
Schedules and Statements within 30 days of the Petition Date.

The Court's Order provides that in the event the Debtors'
prepackaged plan of reorganization becomes effective prior to the
expiration of the Extension Date, the requirement to file the
Schedules and Statements is waived.  The requirement to convene an
11 U.S.C. Sec. 341 (a) meeting of creditors is also waived if the
Plan becomes effective prior to expiration of the Extension Date.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  Counsel to the
Prepetition Agent and the Prepetition Secured Lenders are David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP, and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Has Green Light to Hire KCC as Claims Agent
---------------------------------------------------------
William Lyon Homes sought and obtained authority from the
Bankruptcy Court to employ Kurtzman Carson Consultants LLC as
noticing, claims, balloting and subscription agent in connection
with these chapter 11 cases.

KCC will, among other things, provide expertise and consultation
and assistance in claim and ballot process and other relevant
administrative services; and provide necessary subscription
services in connection with a proposed rights offering.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, attests that KCC (a) is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code, and (b)
does not hold or represent an interest materially adverse to the
Debtors' estates.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  The petition says assets are $593.5 million with debt
totaling $606.6 million as of Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  Counsel to the
Prepetition Agent and the Prepetition Secured Lenders are David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP, and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Hiring Pachulski Stang as Chapter 11 Counsel
----------------------------------------------------------
William Lyon Homes seeks Bankruptcy Court authority to employ
Pachulski Stang Ziehl & Jones LLP as Chapter 11 counsel.  The
principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

          Laura Davis Jones                  $895
          David M. Bertenthal                $775
          Joshua M. Fried                    $650
          Shirley S. Cho                     $650
          Timothy P. Cairns                  $495
          Kathleen P. Makowski               $475
          Monica Molitor                     $255

Pachulski received payments from the Debtors during the year prior
to the Petition Date in the amount of $1,100,000 including the
Debtors' aggregate filing fees for these cases, in connection with
its prepetition representation of the Debtors.

Ms. Jones, a partner at the firm, attests that Pachulski does not
hold or represent any interest adverse to the Debtors' estates,
the firm is a "disinterested person" as that phrase is defined in
section 101(14) of the Bankruptcy Code, and its employment is
necessary and in the best interests of the Debtors and their
estates.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Irell & Manella LLP serve as the Debtors' special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  Counsel to the
Prepetition Agent and the Prepetition Secured Lenders are David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP, and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Hiring Sitrick as Communications Consultant
---------------------------------------------------------
William Lyon Homes seeks to hire Sitrick and Company as corporate
communications consultant in the Chapter 11 cases.

The Debtors first engaged Sitrick to provide corporate
communications services with respect to a possible chapter 11
filing, with the effective date of retention being Sept. 27, 2011.
During the period leading up to the Petition Date, Sitrick worked
closely with the Debtors to develop a comprehensive communications
strategy and materials which were used in the public announcement
of the Chapter 11 Cases.

Now that the Chapter 11 Cases have commenced, the Debtors require
expert corporate communication services because their going
concern value depends on the strength of their reputation.  The
Debtors said the uncertainty and stigma associated with an in
court restructuring may negatively affect the Debtors' reputation
if not properly addressed and managed, causing the Debtor's to
lose business.  The Debtors believe that Sitrick's services and
advice will assist them in preserving their going concern value
through this restructuring.

Sitrick has agreed to represent the Debtors and charge, in
connection with its professionals providing the Services related
to these Chapter 11 cases, hourly rates for its services, which
rates range from $185 to $495, depending on the particular
professional.  The hourly rates applicable to the professionals
initially contemplated to represent the Debtors for the foregoing
limited purposes are:

          Anita-Marie Laurie ($495);
          Tom Becker ($495);
          Aaron Curtiss ($495);
          Danielle Newman ($200);
          Ashley Cantwell ($185); and
          Rose Kautz ($185)

Rates for senior professionals have been reduced by $100 per hour
from $595 to $495 for this engagement.

Ms. Laurie attests that Sitrick (i) has no connection with the
Debtors, its creditors, or other parties in interest in the
Chapter 11 Cases; (ii) does not hold any interest adverse to the
Debtors' estates; and (iii) is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) thereof.

On Oct. 21, 2011, Sitrick received a retainer fee of $162,000 for
the services.  Sitrick was paid $159,000 from the Retainer,
leaving an approximate retainer balance of $3,000 as of the
Petition Date.

Also on Oct. 21, 2011, Sitrick was paid an expense advance in the
amount of $5,000 to cover reasonable and necessary out-of-pocket
expenses incurred by Sitrick.  Out-of-pocket expenses may include,
but are not limited to, travel, printing, postage, messenger,
telephone, fax, copy charges and courier services incurred by
Sitrick.

Sitrick and Company may be reached at:

          SITRICK BRINCKO GROUP, LLC
          1840 Century Park East, Suite 800
          Los Angeles, CA 90067
          Tel: (310) 788-2850

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Irell & Manella LLP serve as the Debtors' special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  Counsel to the
Prepetition Agent and the Prepetition Secured Lenders are David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP, and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WINDRUSH SCHOOL: Wells Fargo Withdraws Motion for Case Conversion
-----------------------------------------------------------------
Creditor, Wells Fargo Bank, N.A., as indenture trustee, notifies
the U.S. Bankruptcy Court for the Northern District of California
that it has withdrawn its motion dismiss or convert the Chapter 11
case of Windrush School to one under Chapter 7 of the Bankruptcy
Code.

The motion was filed on Dec. 2, 2011, and was scheduled for
hearing on Jan. 4, 2012.

Wells Fargo is represented by:

         Mike C. Buckley, Esq.
         James Neudecker, Esq.
         Renee C. Feldman, Esq
         REED SMITH LLP
         101 Second Street, Suite 1800
         San Francisco, CA 94105-3659
         Tel: +1 415 543 8700
         Fax: +1 415 391 8269
         E-mail: mbuckley@reedsmith.com
                 jneudecker@reedsmith.com
                 rfeldman@reedsmith.com

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor disclosed
$14,809,364 in assets and $13,206,276 in liabilities as of the
Chapter 11 filing.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee on
$13 million of bonds issued by the California Statewide
Communities Development Authority to Windrush School.


WINDRUSH SCHOOL: Bank Wants Case Converted to Ch. 7 or Dismissed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has scheduled a hearing for Jan. 4, 2012, at 9:15 a.m. to consider
the motion of Well Fargo Bank, National Association, as Indenture
Trustee under an Indenture between California Statewide
Communities Development Authority and Indenture Trustee dated as
of July 1, 2017, pertaining to $13,000,000 of revenue bonds issued
by the Authority, to convert Windrush School's case to one under
Chapter 7 of the Bankruptcy Code, or in the alternative to dismiss
the case in its entirety.

In its motion, filed Nov. 28, 2011, and entered Dec. 2, 2011, the
Bank said that cause exists for conversion or dismissal because
substantial or continuing loss or diminution of the estate is
occurring and there is an absence of a reasonable likelihood of
rehabilitation.

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee under an
Indenture between California Statewide Communities Development
Authority dated as of July 1, 2017, pertaining to $13,000,000 of
revenue bonds issued by the Authority.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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