TCR_Public/120106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 6, 2012, Vol. 16, No. 5

                            Headlines

155 EAST TROPICANA: Files Reorganization Plan
AES EASTERN: Hires Kurtzman Carson as Claims and Noticing Agent
AES EASTERN: Makes Debut Court Appearance Amid Opposition
AES EASTERN: Parent Says Bankruptcy Won't Affect its Earnings
AES EASTERN ENERGY: Meeting to Form Creditors' Panel on Jan. 12

ALL AMERICAN PET: Issues 19.6 Million Common Shares
ALMADEN ASSOCIATES: Plan of Reorganization Declared Effective
ALTER COMMS: Fails to Submit Chapter 11 Plan at Deadline
AMERICAN AIRLINES: Proposes Rothschild as Financial Advisor
AMERICAN AIRLINES: Amends ISDA Agreement With Citibank

AMERICAN AIRLINES: APFA Hires Jefferies as Financial Advisor
AMERICAN DIAGNOSTIC: Plan Filing Deadline Extended to Jan. 16
AMERICAN DEFENSE: West Coast Discloses 9.1% Equity Stake
AMERICAN REPROGRAPHICS: Moody's Withdraws 'B1' Corporate
ANNA NICOLE SMITH: 7th Circ. Nixes Debtors' Appeals; Cites Smith

APPLIED MINERALS: Samlyn Capital Discloses 15.9% Equity Stake
ATHENA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
DELTA PRODUCE: Case Summary & 20 Largest Unsecured Creditors
CAPITAL HOME: Chapter 11 Reorganization Case Dismissed
CAVE LAKES: Sec. 341(a) Creditors' Meeting Set for Feb. 2

CB HOLDING: Exclusive Filing Period Extended to March 11
CDC CORP: CRO Role Expanded; Plan Exclusivity Shortened
CDC CORP: Wants Kobre & Kim to Handle Evolution Matters
CENTAM PARTNERS: Proposes James Caris as Bankruptcy Counsel
CENTAM PARTNERS: Seeks to Hire Robert J. Berney as Accountant

CENTRAL BUILDING: Rentschler Okayed as Lease Enforcement Counsel
CHRYSLER LLC: Trust Sues Ohio Over Overstated Tax Liabilities
CLARE AT WATER TOWER: Taps Deloitte as Restructuring Advisor
CLARE OAKS: Trustee Appoints 5-Member Creditors' Panel
COACH AMERICA: Judge Approves First Day Motions

COACH AMERICA: Taps Perry Street as PR Consultant
COACH AMERICA: S&P Cuts Corporate Rating to 'D' on Bankruptcy
COACH AMERICA: Moody's Cuts Corporate Family Rating to 'Ca'
CONGRESSIONAL HOTEL: Hearing on Baywood Asset Sale Set for Jan. 9
CORD BLOOD: Amends 32.2 Million Common Shares Offering

CREDITRON FINANCIAL: Closes $600,000 Sale Deal to Y&B Holdings
CRYSTAL CATHEDRAL: Hires CB Richard as Real Estate Broker
DELPHI CORP: Hedge Funds Commence Suit vs. Delphi Automotive
DELPHI CORP: Retirees React to GAO's Pensions Report
DELPHI CORP: Says Sumpter Lacks Standing to Assert Retiree Claims

DJSP ENTERPRISES: Inks Forbearance Agreement with BA Note
DUNE ENERGY: Strategic Value Discloses 25.3% Equity Stake
DUNE ENERGY: Zell Credit Discloses 6.5% Equity Stake
DYNEGY INC: Court Directs Appointment of Chapter 11 Examiner
DYNEGY INC: Court OKs Amendment of Wells Fargo Plaza Lease

DYNEGY INC: Committee Wins Nod of Rules to Share Information
DYNEGY INC: Committee Wins Nod to Hire Akin Gump as Counsel
DYNEGY INC: Reaches Deal on Description of Notes for Plan Deal
EASTBRIDGE INVESTMENT: Sells 500,000 Ordinary Shares for $600,000
EASTERN/505 LP: Files List of 20 Largest Unsecured Creditors

EMPIRE RESORTS: Regains Compliance with Nasdaq Bid Price Rule
ESTELA'S MEXICAN: Files for Chapter 11 Bankruptcy Protection
FONTAINEBLEAU L.V.: Icahn Nevada Seeks Protective Order
FONTAINEBLEAU L.V.: Court OKs Rules to Settle Avoidance Suits
FONTAINEBLEAU L.V.: Proposes Agreement With IKON Office

GARLOCK SEALING: Asbestos Claimants Win OK to Subpoena BofA
GENCORP INC: Steel Partners Discloses 6.9% Equity Stake
GENERAL GROWTH: Analysts Expect Spinoff Unit's Shares to Fall
GENERAL MARITIME: Court Approves Kramer Levin as Counsel
GENERAL MARITIME: Jan. 12 Hearing on Panel's Bid to Hire Perella

GENERAL MARITIME: Can Access $75-Million of DIP Financing
GORDY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
GRAND RIVER: U.S. Trustee Appoints 5-Member Creditors Committee
GRUBB & ELLIS: Stockholders Reelect Five Directors to Board
HARBOUR EAST: Court Rejects Plan, Orders Conversion to Ch. 7

HAWAII MEDICAL: Liliha & 'Ewa Facilities Will Shut Down Next Week
HOLDINGS OF EVANS: Can Use Cash Collateral Through Feb. 1
HOLDINGS OF EVANS: Can Access $100,000 DIP Financing
HOSPITAL DAMAS: Court OKs Fiddler Gonzalez as Special Counsel
HOWREY LLP: Committee Wants Service to Hispanic Farmers Halted

INNER CITY: Union Wants CBA Protected in Asset Sale
INTERNATIONAL TEXTILE: Amends GE Loan; Borrowings Hiked by $10MM
JAMESON INN: Asked for Jan. 11 Deadline for Schedules
JEFFREY L. MILLER: Case Summary & 15 Largest Unsecured Creditors
JENNE HILL: Seeks to Employ Bryan C. Bacon, Esq., as Attorney

LAGRAVE RECONSTRUCTION: Sec. 341 Creditors' Meeting on Feb. 10
LAGRAVE RECONSTRUCTION: Seeks Mediation With Amegy Bank
LE-NATURE'S INC: Former Exec. Gets 15 Years for $668MM Scam
LEHMAN BROTHERS: Proposes to Sell Stake in Wilton RE Holdings
LEHMAN BROTHERS: Settles With Merrill Lynch Over Fla. Properties

LEHMAN BROTHERS: Wants Six-Month Stay of 50 Lawsuits
LOS ANGELES DODGERS: Settles Dispute With Ex-CRO G. Wharton
LOS ANGELES DODGERS: MLB's Torre Resigns to Join Bidding
LOS ANGELES DODGERS: To Settle "Next 50" Developer Claims for $1MM
MEDCOM CORRECTIONAL: Case Summary & 2 Largest Unsecured Creditors

MEDICAL COST: Case Summary & 20 Largest Unsecured Creditors
MERCHANTS MORTGAGE: Taps Laufer and Padjen as Insolvency Counsel
MERCHANTS MORTGAGE: Seeks to Employ Anton Collins as Accountants
MERCHANTS MORTGAGE: Taps Hunton & Williams as Tax Counsel
MERCHANTS MORTGAGE: Seeks to Hire Schlueter as Securities Counsel

MERCHANTS MORTGAGE: Taps Greenberg Traurig as Regulatory Counsel
MERCHANTS MORTGAGE: Hires Shimel & Bulow as General Counsel
MF GLOBAL: Sold Assets to Goldman in Haste Pre-Bankruptcy
MF GLOBAL: New Debtors Winding Down Former Businesses
MF GLOBAL: Wins Nod to Use Up to $21.3MM in Cash Collateral

MF GLOBAL: Wins Approval to Transfer $2.2-Bil. to FCMs
MF GLOBAL: Wins Nod to Sell Customer Securities Accounts
MF GLOBAL: Court Rules That Giddens Is "Disinterested"
MF GLOBAL: SIPA Trustee, et al., File Briefs on Asset Distribution
MW GROUP: BofA Opposes Debtor's Access to Cash Collateral

NEW LEAF: Incurs $2.5 Million Net Loss in Third Quarter
NEXAIRA WIRELESS: In Discussions with Lenders on Forbearance
NORTHCORE TECHNOLOGIES: Renews Contract of Enterprise Client
NORTHERN BERKSHIRE: Hearing on Cash Collateral Use Set for Jan. 12
NORTHERN BERKSHIRE: Plan Exclusivity Extended Until Feb. 10

NORTHERN BERKSHIRE: U.S. Bank Says Debtor Plan Not Confirmable
OPTIMUMBANK HOLDINGS: Seven Directors Elected to Board
PACIFIC MONARCH: Section 341(a) Meeting Scheduled for Jan. 19
PACIFIC MONARCH: Files Schedules of Assets and Liabilities
PACIFIC MONARCH U.S. Trustee Appoints 3-Member Creditors' Panel

PERFORMANCE FOOD: S&P Withdraws 'B' Corporate Credit Rating
PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Feb. 24
PLUM TV: Voluntary Chapter 11 Case Summary
POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating
PRESIDENTIAL REALTY: Leeward Capital Does Not Own Class B Shares

QUINCY MEDICAL: Chapter 11 Liquidating Plan Declared Effective
REAL MEX: Seeks Approval of Proposed Asset Sale
REAL MEX: Bondholders' Trustee Balks at Bid to Challenge Lenders
ROCK POINTE: Section 341(a) Meeting of Creditors Today
ROTECH HEALTHCARE: Promotes S. Alsene to Chief Operating Officer

ROTHSTEIN ROSENFELDT: Funds Inadvertently Helped Fraud Continue
SCD ENTERPRISES: Voluntary Chapter 11 Case Summary
SCHOMAC GROUP: Plan to Repay Unsecureds Within One Year
SEA TRAIL: Court Extends Plan Filing Period to Jan. 26
SEARS HOLDINGS: Hires Retailing Expert to Revamp Flagging Stores

SEARS HOLDINGS: Cut by Moody's to 'B3'; Outlook Negative
SFVA INC: U.S. Trustee Appoints 5-Member Creditors' Panel
SIGNATURE STYLES: Plan Is Unconfirmable, Says U.S. Trustee
SOLYNDRA LLC: Judge OKs Release of Trade Secrets to Creditors
SOMERSET MEADOWS: Hiring Kutner Miller as Bankruptcy Counsel

SOMERSET MEADOWS: Sec. 341 Creditors' Meeting Set for Feb. 6
SPECTRAWATT INC: Fine-Tunes Proposed Plan Disclosures
STATION CASINOS: Bankruptcy Court Closes Chapter 11 Cases
STATION CASINOS: Files Post-Confirmation Reports for H2 of 2011
STATION CASINOS: ALiante Objects to IRS's "Satisfied" Claim

STORAGE MASTERS: Voluntary Chapter 11 Case Summary
SUGARLEAF TIMBER: Will Seek Plan Confirmation at March 22 Hearing
SUGARLEAF TIMBER: Wants Exclusive Plan Period Extended to April 23
SUMMER VIEW: Proposes Feb. 29 Plan Confirmation Hearing
SWISS CHALET: Will Seek Plan Confirmation at Jan. 30 Hearing

TRAILER BRIDGE: Files Schedules of Assets and Liabilities
TRIBUNE CO: Parties Agree on May Plan Confirmation Hearing
TRIBUNE CO: Wins Approval of Randy Michaels Settlement
TRIBUNE CO: Wants Stay of Avoidance Suits Until June 30
VILLAGE RESORTS: Section 341(a) Meeting Scheduled for Jan. 25

WASHINGTON MUTUAL: Court OKs Stipulations Over D&O Claims
WASTE2ENERGY HOLDINGS: Sec. 341 Meeting of Creditors on Feb. 9
WASTE2ENERGY HOLDINGS: Files List of 20 Largest Unsec. Creditors
WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering
WEST CORP: Board Approves Amendment to 2006 Exec. Incentive Plan

WLG #3, LLC: Voluntary Chapter 11 Case Summary
W.R. GRACE: U.S. Trustee Names T. Weschler to Equity Committee
W.R. GRACE: R. Ted Weschler Discloses 5.1% Stake in Grace Equity
W.R. GRACE: Wants Extension of LOC Termination Until 2013
W.R. GRACE: In Talks Over Kootenai River Asbestos Cleanup

W.R. GRACE: Fourth Quarter Results Out Feb. 1
YUKOS OIL: Baker Botts Sues SEC Over Denied FOIA Request

* Liquidity Pressures Increase on Junk-Rated Companies

* Desgrosseilliers & Kirkland's Miller Join Donlin Recano
* Bracewell & Giuliani's Mark Joachim Joins Arent Fox
* Morrison & Foerster Elects Todd Goren to Partnership

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix



                            *********

155 EAST TROPICANA: Files Reorganization Plan
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Hooters Casino Hotel in Las Vegas
filed a Chapter 11 plan on Jan. 3 along with a disclosure
statement explaining how the property will be acquired in exchange
for debt by Canpartners Realty Holding Co. IV LLC, the owner of
98.4% of the $130 million in 8.75% second-lien senior secured
notes.

The report relates that in accord with an agreement approved in
December by the bankruptcy judge in Las Vegas, the plan must be
approved with a confirmation order by March 2.  If it's not,
secured creditors can foreclose.

The report relates that Canpartners is allowing the casino to
retain $10.6 million in cash on hand to fund the plan. The cash
must cover professional costs and full payment on $3.35 million in
secured notes owned by third parties. Unsecured creditors with
about $265,000 in claims are to be paid in full.

Under the Plan, the first-lien credit facility, with about $14.5
million outstanding, will be assumed by the new owners. Wells
Fargo Capital Finance Inc. is agent for holders of first-lien
debt.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


AES EASTERN: Hires Kurtzman Carson as Claims and Noticing Agent
---------------------------------------------------------------
AES Eastern Energy LP and its affiliates seek Bankruptcy Court
authority to employ Kurtzman Carson Consultants LLC as their
claims and noticing agent.  The Debtors will provide KCC with a
$25,000 retainer as part of the parties' employment agreement.

Albert Kass, KCC's Vice President for Corporate Restructuring,
attests that KCC has no material connection with the Debtors,
their creditors, or other parties in interest; does not hold or
represent any interest materially adverse to the Debtors' estates;
and is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AES EASTERN: Makes Debut Court Appearance Amid Opposition
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that AES Eastern Energy
made its first appearance in bankruptcy court, days after filing
for Chapter 11 with a plan to sell its two upstate New York coal-
fired power plants to investors.

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AES EASTERN: Parent Says Bankruptcy Won't Affect its Earnings
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that AES Corp. said
Tuesday that the bankruptcy filing of its New York coal plants
wouldn't affect the parent company's expected financial results,
after warning earlier this year that the plants faced potential
closure.

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AES EASTERN ENERGY: Meeting to Form Creditors' Panel on Jan. 12
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 12, 2012, at 9:30 a.m. in
the bankruptcy case of AES Eastern Energy, L.P., et al.  The
meeting will be held at:

         The DoubleTree Hotel
         700 King Street
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


ALL AMERICAN PET: Issues 19.6 Million Common Shares
---------------------------------------------------
All American Pet Company, Inc., on Oct. 1, 2011, sold 19,650,000
shares of the Company's restricted common stock to 11 investors
for a total purchase price of $196,500, all which was paid in
cash.  The 19,650,000 shares of common stock were issued on
Dec. 28, 2011.

The Company believes that the issuance and sale of the securities
was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section
4(2) and Regulation D Rule.  The securities were sold directly by
the Company and did not involve a public offering or general
solicitation.  The recipients of the securities were afforded an
opportunity for effective access to files and records of the
Company that contained the relevant information needed to make
their investment decision, including the financial statements and
34 Act reports.  The Company reasonably believed that the
recipients, immediately prior to the sale of the securities, were
accredited investors and had such knowledge and experience in the
Company's financial and business matters that they were capable of
evaluating the merits and risks of their investment.  The
management of the recipients had the opportunity to speak with the
Company's management on several occasions prior to their
investment decision.  There were no commissions paid on the
issuance and sale of the securities.

On Dec. 27, 2011, the Company increased the number of authorized
common stock from 250,000,000 to 500,000,000 shares.  The
amendment occurred as a result of the Company's stockholders
approving the amendments at the 2011 Annual Meeting of
Stockholders.

                       About All American Pet

All American Pet Company, Inc., a reporting public company with
executive offices in Beverly Hills, California, was incorporated
on Feb. 13, 2003.  The Company produces, markets, and sells super
premium dog food under the brand names Grrr-nola(R)Natural Dog
Food and BowWow Breakfast(R) Heart Healthy Dog Food.

R. R. Hawkins & Associates International, a PC, in Los Angeles,
expressed substantial doubt about All American Pet's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses since inception, retained
deficit and negative working capital.

The Company reported a net loss of $7.44 million on $20 of net
sales for 2010 (revenue from sales of super-premium dog food
products of $146,598 less marketing and product placement fees of
$146,578), compared with a net loss of $2.01 million on $0 revenue
for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.08 million
in total assets, $4.45 million in total liabilities, and a
stockholders' deficit of $3.37 million.


ALMADEN ASSOCIATES: Plan of Reorganization Declared Effective
-------------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California granted Almaden Associates, LLC's
motion to modify Amended Combined Plan of Reorganization dated
June 30, 2011, as modified and supplemented.

The Court ordered that the definition of "Effective Date," as
modified by the Confirmation Order, is further modified to state
in its entirety:

   "Effective Date" means Dec. 16, 2011, provided, however, if
   a stay of this Order is in effect on that date, the Effective
   Date will be the first business day after the date on which
   no stay of the order is in effect, provided that the order
   has not been vacated."

The Plan was confirmed on Sept. 26, 2011.

As reported in the Troubled Company Reporter on Aug. 12, 2011, the
treatment of secured creditors varies under the Plan.  As to the
different mortgage holders, Mechanics Bank will be paid current
interest until two years from the Effective Date of the Plan, when
it will be paid in full.  The notes of other secured creditors
will remain secured by the existing liens, will be paid on an
interest only basis and will be due in full two years from the
Effective Date of the Plan.

The Plan dated June 9, 2011, as modified on June 30, 2011,
provides that through the ongoing management and sale or
refinancing of its real property portfolio, the Debtor will pay
all allowed general unsecured creditors in full over a period of
two years.  Holders of allowed non-priority unsecured claims in
the amount of $1,000 or less are unimpaired and each will be paid
a lump sum dividend equal to the amount of its allowed claim
within 60 days after the Effective Date.  Unpaid Allowed priority
creditors will be paid in full shortly after confirmation of the
Plan.

Interest holders will retain their interests.

A copy of the Amended Combined Plan And Disclosure Statement is
available at http://bankrupt.com/misc/almaden.combinedplanDS.pdf

                  About Almaden Associates, LLC

Dublin, California-based Almaden Associates, LLC, is a California
limited liability company.  Its principal owner (and responsible
individual in this Chapter 11 case) is Sidney Corrie, Jr.  Its
minority member is Corrie Development Corporation, which manages
the Debtor's real property portfolio.  CDC is wholly-owned by
Sidney Corrie, Jr.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Calif. Case No. 10-41903) on Feb. 22,
2010.  The Company estimated its assets and debts at $10 million
to $50 million.  The Debtor is represented by Joel K. Belway,
Esq., at The Law Office of Joel K. Belway, in San Francisco,
California, as counsel.


ALTER COMMS: Fails to Submit Chapter 11 Plan at Deadline
--------------------------------------------------------
Arthur Hirsch at the Baltimore Sun reports that Alter
Communications has missed a third deadline set by a federal judge
to submit a joint plan to take the company out of bankruptcy.

According to the report, the lawyer for Alter Communications said
on Jan. 4, 2012, that a unilateral plan filed by the company and
opposed by a key creditor presents the "only viable option" to
save the company.  Days after the plan to have investors take a
majority interest was filed in U.S. Bankruptcy Court in Baltimore,
the creditor, printer H.G. Roebuck & Son, Inc., formally objected
and asked the court to name a Chapter 11 trustee.  Alter's lawyer
said the company will file a motion opposing a trustee.

"No grounds for appointment of a trustee are present here," the
report quotes Maria Ellena Chavez-Ruark, Esq., lawyer for Alter,
as saying.  Ms. Chavez-Ruark said the plan Alter filed last week
would have an investor group put $600,000 into the company and
take an 80 percent ownership share.  She said the investor group,
headed by Dr. Scott Rifkin, the managing partner of Mid-Atlantic
Health Care LLC, approached Alter in the fall and talks began.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and $10
million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


AMERICAN AIRLINES: Proposes Rothschild as Financial Advisor
-----------------------------------------------------------
American Airlines Inc. and its affiliated debtors filed an
application seeking court authority to employ Rothschild Inc. as
their financial adviser and investment banker.

Rothschild, which advised the Debtors before they sought
bankruptcy protection, is expected to provide these services:

  (1) identifying or initiating potential restructuring
      transactions;

  (2) reviewing and analyzing the Debtors' assets and their
      operating and financial strategies;

  (3) reviewing and analyzing the Debtors' business plans and
      financial projections;

  (4) evaluating the Debtors' debt capacity in light of their
      projected cash flows and assisting in determining the
      appropriate capital structure for the Debtors;

  (5) assisting the Debtors and their other professionals in
      reviewing the terms of any proposed restructuring
      transaction and in evaluating alternative proposals for a
      restructuring transaction;

  (6) determining a range of values for the Debtors and any
      securities that they offer or propose to offer in
      connection with a restructuring transaction;

  (7) reviewing and analyzing any proposals the Debtors receive
      from third parties in connection with a restructuring
      transaction;

  (8) providing advice to the Debtors with respect to, and
      attending, meetings of their Board of Directors, creditor
      groups, official constituencies and other interested
      parties; and

  (9) participating in hearings and providing testimony with
      respect to the issues related to any proposed plan.

Rothschild will be paid a monthly advisory fee of $200,000 and
will be reimbursed for its expenses.  The firm will also receive a
sum of $15 million when either a bankruptcy plan or restructuring
transaction is approved, so-called new capital fees of 1% to 3% of
the amount raised, and fee credits.

In court papers, David Resnick, chairman of Rothschild's Global
Financing Advisory, disclosed that his firm does not hold or
represent interest adverse to the Debtors or their estates, and
that the firm is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

According to The Wall Street Journal, the Debtors paid Rothschild
almost $1.6 million in advisory fees in the six months prior to
their bankruptcy filing.  The Journal added that a retention
letter, dated Oct. 17, prompted the payment by the Debtors of a
$400,000 retainer and $290,000 in fees to the firm.

Judge Sean Lane will hold a hearing on January 27, 2012, to
consider approval of the application.  The deadline for filing
objections is January 20, 2012.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Amends ISDA Agreement With Citibank
------------------------------------------------------
American Airlines Inc. and Citibank N.A. reached an agreement,
which calls for the amendment of their 1993 ISDA master agreement.

The changes to the terms of the ISDA master agreement include the
elimination of American Airlines' bankruptcy filing as an event of
default; increases in the requirement to provide credit support;
and the addition of certain events of default related to the
conversion of the airline's Chapter 11 case, appointment of a
trustee, and other actions taken by the airline or a third party
during the bankruptcy case.

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

Citibank is represented by:

        Marshall S. Huebner
        Brian M. Resnick
        Brian J. Rooder
        DAVIS POLK & WARDWELL LLP
        450 Lexington Avenue
        New York, NY 10017
        Tel: (212) 450-4000
        Fax: (212) 607-7985
        E-mail: marshall.huebner@davispolk.com
                brian.resnick@davispolk.com
                brian.rooder@davispolk.com

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: APFA Hires Jefferies as Financial Advisor
------------------------------------------------------------
The Association of Professional Flight Attendants hired Jefferies
& Co. to serve as its financial adviser during the bankruptcy of
AMR Corp., according to a December 29 report by Bloomberg News.

"There is no shortcut, there is no alternative," APFA President
Laura Glading told the union members in an e-mail.  "We have but
one choice -- to be equipped to fight as hard and as well as the
circumstances demand."

The New York-based investment banker joins two law firms already
hired by the union, which represents 17,000 active American flight
attendants, Bloomberg News reported.

The APFA and two other big unions all have seats on the unsecured
creditors committee for the bankruptcy of AMR, the parent of
American Airlines Inc.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN DIAGNOSTIC: Plan Filing Deadline Extended to Jan. 16
-------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois entered an order extending until
Jan. 16, 2012, American Diagnostic Medicine, Inc.'s time to file
a Plan of Reorganization and Disclosure Statement.

As reported in the Troubled Company Reporter on Nov. 8, 2011, the
Debtor related that the additional time to file the Plan will
allow the Debtor to negotiate the terms of a consensual Plan with
its secured creditors and the Official Committee of Unsecured
Creditors.

This is the Debtor's fourth extension motion.  The Debtor's
secured creditor, Cardinal Health 414, LLC, supported the
extension request.

                     About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
In its schedules, the Debtor disclosed $11,298,157 in assets and
$11,116,962 in liabilities as of the Petition Date.

Miriam R. Stein, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, in Chicago, Illinois, serve as the Debtor's bankruptcy
counsel.  Matthew E. McClintock, Esq., at Goldstein & McClintock
LLC, in Chicago, Ill., represent the Official Committee of
Unsecured Creditors as counsel.


AMERICAN DEFENSE: West Coast Discloses 9.1% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, West Coast Opportunity Fund, LLC, and its
affiliates disclosed that, as of Dec. 29, 2011, they beneficially
own 5,000,000 shares of common stock of American Defense Systems,
Inc., representing 9.1% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/sRordz

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.9 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 26, 2011, Marcum LLP, in Melville,
New York, expressed substantial doubt about American Defense
Systems' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that as of
Dec. 31, 2010, the Company had a working capital deficiency of
$14.1 million, an accumulated deficit of $26.3 million, a
shareholders' deficiency of $9.8 million and cash on hand of
$428,160.


AMERICAN REPROGRAPHICS: Moody's Withdraws 'B1' Corporate
--------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of American
Reprographics Company's for its own business reasons.

RATINGS RATIONALE

Moody's has withdrawn the ratings for its own business reasons.

Ratings withdrawn:

Corporate family rating at B1;

Probability of default rating at B1;

$200 million 10.5% senior unsecured notes due 2016 at B1 (LGD4,
59%);

Speculative grade liquidity rating at SGL-3.

Headquartered in Walnut Creek, California, American Reprographics
Company is a leading reprographics service company in the U.S. The
company reported revenues of approximately $426 million for the
twelve-months ended September 30, 2011.


ANNA NICOLE SMITH: 7th Circ. Nixes Debtors' Appeals; Cites Smith
----------------------------------------------------------------
Greg Ryan at Bankruptcy Law360 reports that the Seventh Circuit
ruled Friday it could not review a bankruptcy court's decisions
favoring Aurora Health Care Inc. in two proposed privacy class
actions brought by debtors, pointing to the U.S. Supreme Court's
decision in the Anna Nicole Smith case.

The three-judge panel said the bankruptcy judge did not have the
constitutional authority to enter summary judgment for Aurora on
the debtors' Wisconsin law claims, which alleged Aurora violated
their privacy by filing their health records with bankruptcy
courts without permission, according to Law360.

                      About Anna Nicole Smith

Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed
under Chapter 11 in 1996 as part of a struggle over the estate of
J. Howard Marshall, whom she married in 1994 when she was 26 and
died barely a year after they were wed.  Ms. Smith, a former
Playboy model and actress, died in February 2007.

Mr. Marshall left his estate to his son, E. Pierce Marshall, and
nothing to Ms. Smith.  Ms. Smith, alleging that her husband had
promised to leave her a large share of the estate, won a ruling
from a bankruptcy judge in 2000 awarding her $475 million from Mr.
Marshall's estate.  A federal judge in 2002 reduced that amount to
$89 million.  The U.S. Court of Appeals for the Ninth Circuit in
San Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.

The U.S. Supreme Court in May 2006 issued a decision, overruling
the appeals court and finding that the bankruptcy court had
jurisdiction, even though the issues also could have been decided
in the Texas probate court.  The Supreme Court remanded the case
for the federal appellate court to decide whether her victory in
the bankruptcy and district courts was knocked out because a Texas
probate court had entered judgment first against her.

On remand from the Supreme Court, the 9th Circuit issued its
decision in March 2010, concluding that the bankruptcy court
didn't have so-called core jurisdiction.  The 9th Circuit noted
that before the U.S. district court was able to enter judgment in
her favor, the Texas probate court had entered judgment against
her saying she was entitled to nothing from her deceased husband's
estate.

In September 2010, the Supreme Court agreed to take a second look
at disputes arising in and related to Ms. Smith's 1996 bankruptcy
case and her entitlement to payment of the $449 million bankruptcy
court judgment.


APPLIED MINERALS: Samlyn Capital Discloses 15.9% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Samlyn Capital, LLC, and its affiliates disclosed
that, as of Dec. 22, 2011, they beneficially own 15,000,000
shares of common stock of Applied Minerals, Inc., representing
15.95% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/Ik30LJ

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.

The Company reported a net loss from exploration stage before
discontinued operations of $5.60 million on $85,971 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
from exploration stage before discontinued operations of $3.53
million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.91 million in total assets, $4.41 million in total liabilities,
and $499,548 in total stockholders' equity.


ATHENA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Athena Development, LLC
        100 Main Street, Suite 206
        Safety Harbor, FL 34695

Bankruptcy Case No.: 12-00011

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Steven M. Berman, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  101 E. Kennedy Boulevard, Suite 2800
                  Tampa, FL 33602
                  Tel: (813) 229-7600
                  Fax: (813) 229-1660
                  E-mail: sberman@slk-law.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-00011.pdf

The petition was signed by William E. Touloumis, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
SHS Resort LLC                        10-25886            10/28/10


DELTA PRODUCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Delta Produce, L.P.
        2001 S. Laredo Street
        San Antonio, TX 78207

Bankruptcy Case No.: 12-50073

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E. Mulberry Avenue, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb12-50073.pdf

The petition was signed by W. Scott Jensen, member of Delta
Produce Management, LLC, general partner.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Superior Tomato-Avocado, Ltd.         12-50074
Atled, Ltd.                           12-50075


CAPITAL HOME: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Susan Pierson Sonderby of U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 case of
Capital Home Sales, LLC.

As reported in the Troubled Company Reporter on Aug. 25, 2011, the
Debtors requested for a case dismissal because they are unable to
propose a feasible plan of reorganization, and have no assets
which a Chapter 7 trustee could administer for the benefit of
unsecured creditors.

TCF National Bank objected to the Debtors' motion to dismiss out
of concern for the Debtors' continued compliance absent active
bankruptcy proceedings or alternatively, a Chapter 7 trustee's
oversight of the orderly winding down of the estates.

TCF related that it has no method of ensuring that the Debtors
comply with the terms of the lift stay order, specifically the
timely turnover or rental income, without access to the operating
reports.

According to TCF, it has negotiated with the Debtor three
separate, but substantively identical joint stipulations and
agreed orders lifting the automatic stays for purposes of allowing
TCF to recover and dispose of its collateral consisting of
manufactured homes.

On Dec. 28, 2011, in a separate filing, the Court authorized the
Debtors to use the cash collateral of the secured parties -- TCF
National Bank, MB Financial Bank, N.A., Village Bank & Trust,
Delaware Place Bank, and First Chicago Bank & Trust.  As adequate
protection for any diminution in value of the lenders' collateral,
the Debtors will grant the secured parties replacement liens on
the Debtors' assets.  The Court also ordered that any further
amounts collected by the Debtor prior to the dismissal of the case
for rents, installment payments or for any other reasons will be
likewise remitted to the secured lender with an interest in the
amounts so received.

                       About Capital Home

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals --
started as a series of individual companies that performed sales
and rental functions for particular manufactured home communities,
which communities were often related affiliates of the Company.
The Company conducts the foregoing business operation of
purchasing, selling, leasing and financing homes.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ill. Case No. 10-54387) on Dec. 8, 2010.  Donna B. Wallace,
Esq., and Joseph A Baldi, Esq., at Baldi Berg & Wallace, Ltd., in
Chicago, serve as counsel.  The Company estimated assets at
$50 million to $100 million and debts at $10 million to
$50 million.


CAVE LAKES: Sec. 341(a) Creditors' Meeting Set for Feb. 2
---------------------------------------------------------
The U.S. Trustee for the District of Nevada will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Cave Lakes Canyon LLC on Feb. 2, 2012, at 2:00 p.m. at 341s -
Foley Bldg., Rm 1500.

The last day to file proofs of claim is May 2, 2012.

Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in
assets and $3,984,861 liabilities.  Judge Bruce A. Markell
presides over the case.  The Debtor is represented by:

          Neil J. Beller, Esq.
          7408 W. Sahara Ave.
          Las Vegas, NV 89117
          Tel: (702) 368-7767
          Fax: (702) 368-7720
          E-mail: nbeller@njbltd.com


CB HOLDING: Exclusive Filing Period Extended to March 11
--------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware has extended CB Holding Corp.'s exclusive period to
file a plan to March 11, 2012, and its exclusive period to solicit
acceptances to the plan to May 8, 2012.

Tyler D. Semmelman, Esq., at Richards Layton & Finger P.A., tells
the Court that the culmination of the Debtors' efforts during
the Chapter 11 cases is near.  The Debtors have sold substantially
all of their assets, and the Debtors have filed the Plan, which
was drafted in consultation with the Debtors' lenders and the
Committee and would effectuate an orderly resolution of these
cases and the prior settlement reached among these parties.
Although the Debtors anticipate that the Plan will represent a
largely consensual path for them to wind-down these cases, they
may need to modify or amend the Plan if required by the Court or
other stakeholders, and the Debtors would be well served not to
have to do so with the potential for a competing plan if
exclusivity were not extended.

Mr. Semmelman notes that the Debtors' cases have been pending for
just over 12 months and the Debtors have accomplished a great deal
in that time period and expect that completion of their wind-down
under the Plan, if confirmed, is near.  However, the Debtors may
still require additional time to modify or amend the Plan, and
they submit that the circumstances of these cases justify
permitting them to have additional time exclusively to do so.

The Debtors have also paid their undisputed post-petition debts as
they come due and operated their businesses within a Court- and
lender-approved budget.

                         About CB Holding

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

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million.  The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.

CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million.  At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.


CDC CORP: CRO Role Expanded; Plan Exclusivity Shortened
-------------------------------------------------------
CDC Corporation seeks to expand the scope of employment of Finley
Colmer and Company as Chief Restructuring Officer according to a
Second Amended Engagement Agreement.

The Debtor first obtained Court permission in November to employ
the firm's Marcus A. Watson as CRO.  On Dec. 5, 2011, the United
States Trustee and Evolution CDC SPV Ltd., Evolution Master Fund
Ltd., SPC, Segregated Portfolio, and E1 Fund Ltd. each filed
motions for the appointment of a Chapter 11 Trustee.  The Court
held hearings on the Trustee Motions on Dec. 19 and 20, at which
time the presentation of evidence by all parties to the Trustee
Motions was completed.  At the hearings, the parties announced an
agreement -- subject to approval of the Debtor's Board of
Directors -- to resolve the Trustee Motions by way, inter alia, of
expanding the duties of the CRO.

The Debtor's Board of Directors has approved the Second Amended
Engagement Agreement with the CRO.  The Second Amended Engagement
Agreement no longer calls for the CRO's engagement to expire on
Jan. 31, 2012, and no longer calls for any of the CRO's decisions
in the complete exercise of Debtor management to be subject to
Board approval.

The Debtor also seeks approval of a stipulation with the U.S.
Trustee and Evolution, which provides that:

     (a) If and when the U.S. Trustee appoints an Official
Committee of Equity Security Holders in this case, Evolution,
Peter Yip, the Debtor, and CDC Software will not object to the
composition of the Committee.

     (b) The exclusivity period under 11 U.S.C. Sec. 1121(b) will
expire or be deemed lifted, without further notice, hearing or
order of the Court, on the earliest of (i) Jan. 31, 2012; (ii) the
filing by the Debtor of a Section 363 motion to sell all of the
Debtor's interest in CDC Software (or a sufficient amount of
such interest to result in consideration to the estate in an
amount that will exceed the full amount owing to all creditors);
or (iii) the Debtor's filing of a Chapter 11 plan of
reorganization or liquidation.

     (c) No parties to the settlement will seek any earlier
termination of exclusivity.

     (d) The Parties will not continue to press pending F.R.B.P.
Rule 2004 discovery requests or issue new requests except as to
(i) contested matters or adversary proceedings filed after Dec.
20, 2011, and (ii) certain e-mails sent or received by Peter Yip
between the period of June 28, 2011, and Dec. 20, 2011, remaining
to be produced pursuant to prior pending discovery requests.

     (e) The Trustee Motion filed by Evolution shall be withdrawn
without prejudice.

Finley Colmer may be reached at:

         FINLEY COLMER AND COMPANY
         5565 Glenridge Connector, Suite 200
         Atlanta, GA 30342
         Tel: (770) 668-0637
         Fax: (678) 579-5808
         E-mail: pwc@finleycolmer.com

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million to
$500 million as of the Chapter 11 filing.


CDC CORP: Wants Kobre & Kim to Handle Evolution Matters
-------------------------------------------------------
CDC Corporation asks the Bankruptcy Court for approval of its
employment of Kobre & Kim LLP as special litigation counsel in
connection with:

     -- pending cases involving Evolution CDC SPV Ltd., Evolution
        Master Fund Ltd., SPC, Segregated Portfolio, and E1 Fund
        Ltd.; and

     -- potential litigation issues that might arise in connection
        with transactions contemplated pursuant to the Debtor's
        engagement letter with Moelis & Company LLC, the Debtor's
        financial advisor and investment banker.

On Dec. 18, 2009, Evolution filed suit against the Debtor in the
Supreme Court of the State of New York, County of New York,
demanding payment of the remaining principal portion of the 3.75%
Senior Exchangeable Convertible Notes due November 2011 held by
them, together with accrued, retroactive, and default interest.
Evolution also alleged default under the Notes.

On June 28, 2011, the New York Court granted Evolution's motion
for summary judgment with respect to Evolution's case against the
Debtor.

The Debtor filed a separate lawsuit against Evolution, in which
the Debtor is seeking injunctive relief, monetary damages in
excess of US$295 million and punitive damages in excess of US$500
million, and in which the Debtor has moved to allege that
Evolution: (i) communicated confidential and material non-public
information to third parties, including hedge funds that have
traded the Debtor's stock; (ii) sought to interfere with the
Debtor's plans for the initial public offering of its subsidiary,
CDC Software Corporation; and (iii) sought to otherwise tortiously
interfere with the operations and control of the Debtor.

Under the terms of the Moelis engagement letter, Moelis is to
assist the Debtor in connection with (1) any Debt Capital
Transaction, (2) any Equity Capital Transaction, (3) any Division
Sale Transaction (4) any CDC Software Sale Transaction and (5) any
Restructuring Transaction.  The Transaction ultimately entered
into by Debtor is anticipated to pay or resolve the Evolution
claim and judgment.

Michael S. Kim, Esq., at Kobre & Kim LLP, will lead the
engagement.  He attests that his firm represents no interest
adverse to Debtor or the bankruptcy estate in the matters upon
which it is to be engaged.

The firm's attorneys charge US$400 to US$825 per hour, with the
exception of one of its partners who are English Queen's Counsel
whose rates are GBP750 per hour, which amount will be converted to
US dollars upon invoicing at the then current exchange rate.  Non-
lawyer paraprofessionals charge a blended rate of US$250 per hour.

The firm may be reached at:

         Michael S. Kim, Esq.
         KOBRE & KIM LLP
         800 Third Avenue
         New York, NY 10022
         Tel: 212-488-1201
         Fax: 212-488-1221
         E-mail: michael.kim@kobrekim.com

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million to
$500 million as of the Chapter 11 filing.


CENTAM PARTNERS: Proposes James Caris as Bankruptcy Counsel
-----------------------------------------------------------
Centam Partners, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ James S.
Caris, Esq., and James S. Caris, P.A., as general bankruptcy
counsel nunc pro tunc to Dec. 20, 2011.  Mr. Caris will:

   (a) advise the Debtor in all proceedings before the Court;

   (b) advise the Debtor of the requirements of the Bankruptcy
       Code, Federal Rules of Bankruptcy Procedure, applicable
       bankruptcy rules, including local rules, pertaining to the
       administration of the Case and U.S. Trustee Guidelines,
       related to the daily operation of its business and
       administration of the estate;

   (c) represent the Debtor in all proceedings before the Court;

   (d) prepare and review motions, pleadings, orders,
       applications, adversary proceedings, and other legal
       documents arising in the Case;

   (e) negotiate with creditors, prepare and seek confirmation of
       a plan of reorganization and related documents, and assist
       the Debtor with the implementation of any plan; and

   (f) perform all other legal services for the Debtor, which may
       be necessary.

They Debtor will pay Mr. Caris at an hourly rate of $200, plus
reimbursement of expenses.

Prior to the Petition Date, the Debtor paid JSC $25,000 which was
placed in James S. Caris, P.A., Trust Account.

To the best of the Debtor's knowledge, James S. Caris, Esq., and
James S. Caris, P.A., are disinterested persons as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Caris can be reached at:

         James S. Caris, Esq.
         JAMES S. CARIS, P.A.
         401 E. Las Olas Boulevard, #130-117
         Fort Lauderdale, FL 33309
         Tel: (954) 522-0206
         Fax: (954) 523-1098
         E-mail: jamescaris@yahoo.com

Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D.
Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor scheduled
assets of $10,023,348 and scheduled liabilities of $7,503,698.
The petition was signed by David A. Matluck, MGMR/CEO.


CENTAM PARTNERS: Seeks to Hire Robert J. Berney as Accountant
-------------------------------------------------------------
Centam Partners, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Robert J.
Berney, CPA, as accountant.  Robert J. Bernie will:

   (a) prepare financial statements for internal and external
       users;

   (b) collect and analyze financial data, ensuring compliance
       with GAAP and SEC reporting guidelines;

   (c) research accounting rules and regulations and make
       recommendations regarding company policy; and

   (d) prepare and explain tax statements and returns as
       necessary.

The terms of employment of Robert J. Bernie will be the fees that
are regularly paid as a standard for the particular services in
the local accounting community, subject to Court approval.

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

Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D.
Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor scheduled
assets of $10,023,348 and schedule liabilities of $7,503,698.  The
petition was signed by David A. Matluck, MGMR/CEO.


CENTRAL BUILDING: Rentschler Okayed as Lease Enforcement Counsel
----------------------------------------------------------------
Central Building LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Rentschler/
Tursi LLP as lease enforcement counsel.

Upon retention, the firm will, among other things:

  a. assist with commercial real estate matters,
  b. negotiation,
  c. drafting, and
  d. enforcement of leases.

The firm's rates are:

  Personnel                   Rates
  ---------                   -----
Judith Rentschler         $350 per hour
Joseph Tursi              $310 per hour
Gina Sharron              $225 per hour
Ben Sange                 $185 per hour
Paralegal                  $80 per hour

Judy Rentschler, a partner of R/T, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CHRYSLER LLC: Trust Sues Ohio Over Overstated Tax Liabilities
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the liquidating
trust for the bankrupt remnants of Chrysler LLC filed an adversary
lawsuit Friday in New York seeking millions of dollars in tax
refunds from the Ohio Department of Taxation, claiming the state
greatly overstated the taxes owed by the car company.

Law360 relates the trust said Ohio estimated arbitrarily and
incorrectly the tax burden of the car company, known as Old Carco
LLC in the bankruptcy proceedings, and wants the court to disallow
Ohio's tax claims against it.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat acquired a
20% equity interest in Chrysler Group as part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CLARE AT WATER TOWER: Taps Deloitte as Restructuring Advisor
------------------------------------------------------------
The Clare at Water Tower asks for permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Deloitte Financial Advisory Services LLP as its restructuring
advisor, nunc pro tunc to the Petition Date.

As a result of prepetition work performed on behalf of the Debtor,
Deloitte FAS acquired significant knowledge of the Debtor and its
business and is now intimately familiar with the Debtor's
financial affairs, debt structure, operations and related
matters.

Deloitte FAS will, among other things, perform these financial
advisory services:

   (a) advise and assist the Debtor in connection with its
       identification, evaluation, development, and
       implementation of restructuring strategies and tactics;

   (b) advise and assist the Debtor in its gaining an
       understanding of the business and financial impact of
       various available strategic restructuring alternatives,
       including evaluation of funding needs (e.g. debtor-
       inpossession financing sizing model);

   (c) advise and assist the Debtor in connection with its
       communications and negotiations with other parties,
       including, but not limited to, secured creditors,
       customers, suppliers, and other parties in interest;

   (d) advise and assist the Debtor in its financial
       restructuring process, including its implementation
       of appropriate accounting, financial reporting and
       operational preparations in advance of any bankruptcy
       proceeding; and

   (e) advise and assist the Debtor in its identification,
       evaluation and negotiation of debtor in possession
       financing.

In addition to the financial advisory services, the Debtor
requests Court approval for Deloitte FAS to provide the following
additional services pursuant to the terms and conditions set forth
in the Engagement Letter:

   (a) advise and assist the Debtor's management with its post-
       petition management of cash and cash flow reporting to
       the DIP Lender and prepetition stakeholders;

   (b) advise and assist Debtor's management, Debtor's legal
       counsel and Debtor's claims and noticing agent in
       preparation of the required Schedules of Assets and
       Liabilities, Statement of Financial Affairs and
       Monthly Operating Reports; and

   (c) advise and assist Debtor's management, Debtor's legal
       counsel and Debtor's investment banking advisors in
       responding to third-party due diligence requests,
       including, inter alia, potential asset sales.

Deloitte FAS intends to charge for its professional services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date the services are rendered and seek
reimbursement of actual and necessary out-of-pocket expenses.

The positions and current hourly rates of the Deloitte FAS
personnel currently expected to have primary responsibility for
providing services to the Debtor are:

       Partners/Principals/Directors     $495 to $595
       Senior Managers                       $465
       Managers                              $365
       Senior Associates/Associates          $260
       Paraprofessionals                     $125

Louis E. Robichaux IV, Principal of Deloitte Financial Advisory
Services LLP, attests that the firm is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Court scheduled a Jan. 11, 2012, hearing to consider the
employment application.

                   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 OAKS: Trustee Appoints 5-Member Creditors' Panel
------------------------------------------------------
Patrick S. Layng, the United States Trustee for Region 10,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Clare Oaks.

The Creditors Committee members are:

      1. Phillip A. Martin
         PharMerica Drug Systems, LLC
         c/o 101 South Fifth St., 27th Floor
         Louisville, KY 40202

      2. Doug Bauer
         Pizzo & Associates, LTD
         136 Railroad
         Leland, IL 60531

      3. Harold Koenen
         769 Woodland Ct.
         Bartlett, IL 60103

      4. Tom Maguire
         Clare Oaks - Suite 327
         827 Carillon Dr.
         Bartlett, IL 60103

      5. Lucille Merlihan
         759 Woodland Ct.
         Bartlett, IL 60103

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Alvarez
& Marsal's Paul Rundell serves as the Chief Restructuring Officer.
Sheila King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


COACH AMERICA: Judge Approves First Day Motions
-----------------------------------------------
Coach America Holdings Inc. said Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware granted approval on
a series of first day motions filed by the Company to help support
its customers, employees, suppliers and business partners; to
obtain interim financing authority; to maintain existing cash
management systems; and to pay vendors and suppliers in the
ordinary course of business.

Coach America's financial and operational stability going forward
was enhanced through the granting of the following motions:
payment of pre-petition and post-petition employee wages,
salaries, business expenses and benefits, including medical,
dental and life insurance benefits for current employees; interim
approval for debtor-in-possession (DIP) financing of $30 million
for use by the Company to continue operations and purchase and pay
for goods and services; and financing authority to pay certain
pre-petition commitments that are necessary in the course of
conducting business.

The DIP financing package was provided by a steering committee of
Coach America's existing senior lenders. The Court has scheduled a
final hearing on DIP financing on Friday, January 27th.

"The approval of Coach America's first-day motions by the Court is
an important initial step in the restructuring process and allows
us to move forward with our normal operations, including paying
vendors and suppliers in the ordinary course of business," said
George Maney, CEO of Coach America.  "We remain focused on serving
our customers, and believe that the prompt approval of these
?first day orders' is good news for the Company, as well as for
our customers, employees, suppliers and business partners."

                         About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Coach America's investment banker is Rothschild Inc., legal
counsel is Lowenstein Sandler PC, and its financial advisor is
Alvarez & Marsal North America LLC.   BMC Group Inc. is the claims
agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.


COACH AMERICA: Taps Perry Street as PR Consultant
-------------------------------------------------
Danielle Drolet at PRWeek reports that Coach America has hired
Perry Street Communications to support its Chapter 11
restructuring.  Jonathan Morgan -- jmorgan@perryst.com -- owner of
Perry Street Communications, confirmed that Coach America has
retained the Dallas-based firm to handle messaging for the
bankruptcy reorganization.  He declined to provide other details
about the agency's work for the company.

Perry Street Communications is a specialty consulting firm focused
on corporate public relations and communications.  The Firm was
founded in 2006 by Jon Morgan, a Dallas native formerly associated
with New York-based Kekst and Company.  Prior to Kekst, Mr. Morgan
served as Director of Research for MSD Capital LP, the family
investment office of Michael Dell, and was also an Assistant
Attorney General for the State of Texas.  Perry Street's clients
include publicly traded and private enterprises across myriad
industries, with demonstrated expertise in financial services.

Dallas Based Coach Am Group Holdings Corp. --
http://coachamerica.com/-- operates buses in 26 U.S. states under
its own name and the Gray Line, American Coach Lines and CUSA
brands.  Coach America operates more than 3,000 vehicles,
including 1,623 full-size motor coaches and 902 vans, and is the
nation's second-largest motorcoach service provider.  The company
said it employs 6,000 people.


COACH AMERICA: S&P Cuts Corporate Rating to 'D' on Bankruptcy
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and first-lien debt issue rating on charter bus operator
Coach America Holdings Inc. to 'D' from 'CCC'. At the same time,
Standard & Poor's lowered its second-lien debt issue rating to 'D'
from 'CC'.

The 'D' ratings reflect Coach's Chapter 11 bankruptcy filing on
Jan. 3, 2012. "We believe that Coach will be able to reorganize
and emerge from bankruptcy," said Standard & Poor's credit analyst
Lisa Jenkins.

The ratings had been on CreditWatch with negative implications
since Dec. 21, 2011.

"In late December 2011, we had downgraded Coach to 'CCC' and kept
ratings on CreditWatch with negative implications because of our
concerns about the company's liquidity situation," she added.

Coach is the largest charter bus operator and the second-largest
motor coach services provider in the U.S. Coach operates buses
under the Coach USA, Gray Line, and American Coach Lines brand
names.

The company has been experiencing significant earnings pressures
over the past year. It is highly leveraged, which has made it
especially vulnerable to fluctuations in earnings and cash flow.


COACH AMERICA: Moody's Cuts Corporate Family Rating to 'Ca'
-----------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating (PDR) of Coach America Holdings, Inc. to D from Caa1 and
the corporate family rating (CFR) to Ca from Caa1 following its
announcement on January 3, 2012 that Coach America and its
subsidiaries have filed a voluntary petition for Chapter 11
reorganization in the United States Bankruptcy Court for the
District of Delaware. In the near term, Moody's will withdraw all
of the ratings because the issuer has entered into bankruptcy.

These ratings were downgraded and will be withdrawn:

Probability of Default Rating to D from Caa1

Corporate Family Rating to Ca from Caa1

$30 million 1st lien revolving credit facility due 2013 downgraded
to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%);

$50 million 1st lien letter of credit facility due 2014 downgraded
to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%);

$195 million 1st lien term loan due 2014 downgraded to Ca (LGD-3,
44%) from Caa1 (LGD-3, 44%);

$50 million 1st lien delayed draw term loan due 2014 downgraded to
Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%);

$30.5 million 2nd lien term loan due 2014 downgraded to C (LGD-6,
90%) from Caa3 (LGD-6, 90%)

RATINGS RATIONALE

The downgrade of the PDR and CFR reflects the company's bankruptcy
filing, which Moody's classifies as a default event.

Coach America Holdings, Inc's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Coach America Holdings, Inc's core industry and believes Coach
America Holdings, Inc 's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Coach America Holdings, Inc., headquartered in Dallas, Texas, is a
charter bus operator and motorcoach services provider in the
United States. The company reported last twelve months ended
September 30, 2011 revenues of $457.8 million.


CONGRESSIONAL HOTEL: Hearing on Baywood Asset Sale Set for Jan. 9
-----------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland will convene a hearing on Jan. 9, 2012, at 3:00 p.m.,
to consider Congressional Hotel Corp., and Casco Hotel Group,
LLC's request for approval to sell substantially all of their
assets to Rockville Hospitality, LLC.

In an auction conducted Dec. 8, 2011, Baywood Hotels, Inc.'s offer
to purchase the assets for $19,500,000 was the highest and best
offer.  Baywood designated Rockville Hospitality to acquire title
to the assets.

At the hearing, the Court will also consider the payment of a
$325,000 break up fee to 1775 Rockville Pike, LLC.

As reported in the Troubled Company Reporter on Sept. 28, 2011,
the Debtors asked the Court to approve an agreement of sale
whereby 1775 Rockville Pike LLC will acquire all of the assets for
$18 million.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CORD BLOOD: Amends 32.2 Million Common Shares Offering
------------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the resale of 32,234,668 shares of the Company's
common stock, par value of $0.0001, by certain individuals and
entities who beneficially own shares of the Company's common
stock.  The Company is not selling any shares of its common stock
in this offering and therefore it will not receive any proceeds
from this offering.  However, the Company will receive proceeds
from the sale of its common stock under the Securities Purchase
Agreement and the amendments thereto, which were entered into
between the Company and Tangiers Investors, LP, the selling
stockholder.  The Company agreed to allow Tangiers to retain 10%
of the proceeds raised under the Securities Purchase Agreement.

The shares of the Company's common stock are being offered for
sale by the selling stockholder at prices established on the Over-
the-Counter Bulletin Board during the term of this offering, at
prices different than prevailing market prices or at privately
negotiated prices.  On Oct. 17, 2011, the last reported sale price
of the Company's common stock was $0.019 per share.  The Company's
common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol "CBAI.OB."  These prices will fluctuate based on
the demand for the shares of the Company's common stock.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/KzwUR1

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2010.

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company reported a net loss of $3.82 million on $4.38 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $6.03 million on $2.74 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.58
million in total assets, $7.03 million in total liabilities and
$552,625 in total stockholders' equity.


CREDITRON FINANCIAL: Closes $600,000 Sale Deal to Y&B Holdings
--------------------------------------------------------------
Ed Palatella at Erie Times-News reports that the bankruptcy
trustee in Telatron Marketing Group Inc.'s case announced the
closing of the sale of the Company's assets on Jan. 3, 2012.

According to the report, the assets were sold to Y&B Holdings LLC,
which tendered $600,000 at auction in U.S. Bankruptcy Court in
Erie on Nov. 10, 2011.

The report says officials with Y&B have said they intend to keep
Telatron in Erie. Telatron had 159 employees as of Nov. 30, 2011,
down from 469 when Creditron filed for bankruptcy.  The layoffs
are mainly due to elimination of business from Bank of America.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Telatron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010.
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  The Debtor's financial condition as
of July 3, 2008, showed $3 million in total assets, and
$4.8 million in total debts.


CRYSTAL CATHEDRAL: Hires CB Richard as Real Estate Broker
---------------------------------------------------------
Crystal Cathedral Ministries asks for permission from the U.S.
Bankruptcy Court for the Central District of California to employ
CB Richard Ellis, Inc., as real estate broker.

The Debtor contacted CBRE regarding valuation of the Crystal
Cathedral Campus, which consists of approximately 328,667 square
feet on a 31-acre campus.  As requested, CBRE provided the
broker's price opinion to the Debtor.

At or near the time of the Petition Date, CBRE was approached by
Farmers and Merchant's Bank, the Debtor's secured lender, to
conduct an appraisal of the Property.  CBRE declined to do so for
conflict of interest reasons due to its longstanding relationship
with the Debtor.

As of the Petition Date, CBRE had an active, executed listing
agreement with the Debtor to provide broker services to sell the
Family Life Building, the largest building on the Property.  After
the Petition Date, the Debtor asked CBRE to increase the scope of
their services for the Debtor to include the sale of the Property.

Rick Warner, senior vice president of CBRE, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned, because Chapman
would allow the ministry to continue to use the main buildings on
the premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.

Chapman had raised its bid to $59 million, but the Crystal
Cathedral board still chose the Diocese.


DELPHI CORP: Hedge Funds Commence Suit vs. Delphi Automotive
------------------------------------------------------------
Seven hedge funds commenced an adversary complaint against Delphi
Automotive PLC and its backers, seeking the enforcement of their
rights as general unsecured creditors under the Reorganized
Debtors' First Amended Reorganization Plan and potential recovery
of up to $300 million.

The hedge fund plaintiffs are CAI Distressed Debt Opportunity
Master Fund Ltd.; D-STAR Ltd.; Anchorage Capital Group, LLC; CSS,
LLC; DP Auto Holdings LP, each on behalf of itself and on behalf
of Pension Benefit Guaranty Corporation; Mudrick Capital
Management, LP; and Armory Master Fund Ltd.  They specialize in
acquiring distressed debt of bankrupt companies like the old
Delphi Corp.  They claim to be holders of general unsecured
claims against the "Old" Delphi Debtors.

The other named defendants are DIP Holdco 3, LLC, and its
successor-in-interest, DIP Holdco LLP dba Delphi Automotive LLP
or "DAL."  DIP Holdco 3 was formed for the purpose of acquiring
assets of Old Delphi.  Delphi Automotive PLC or "DAP" was formed
in connection with an initial public offering.

The Old Delphi Debtors emerged from bankruptcy in 2009 and have
been renamed as DPH Holdings Corp. and subsidiaries.  In mid-
November 2011, the Reorganized Debtors went public and made an
initial public offering of about 24 million ordinary shares at
$22 per share.  Proceeds from the IPO are estimated to total
$530 million, excluding certain share purchase options.

In a 23-page complaint filed with the U.S. Bankruptcy Court for
the Southern District of New York on Dec. 20, 2011, the
Plaintiffs argue that although transactions associated with DAP's
recent IPO have caused the total amount of applicable
distributions to DAL members to exceed $7.2 billion, no
distributions have been made to unsecured creditors.

Under the Complaint, the Plaintiffs bring charges of breach of
contract, breach of good faith and fair dealing, and civil
contempt; and seek certain declaratory relief.

The Plaintiffs refer the Court to the July 2009 confirmed and
modified Delphi bankruptcy plan, which provides that holders of
general unsecured claims against Old Delphi are entitled to
$32.50 for every $67.50 of the approximately $4.6 billion
distributed in excess of the $7.2 billion threshold, subject to a
$300 million cap.  A "Master Disposition Agreement" obligates the
Reorganized Debtors to make the payments required under the
Modified Plan, the Plaintiffs aver, and the obligation to make
distributions to general unsecured claim holders is triggered if
DIP Holdco 3 or its successor entity DAL makes distributions to
its members in accordance with the Company in excess of $7.2
billion pursuant to a "Company Buyer Operating Agreement."

The Complaint alleges that certain distributions made triggered
the Reorganized Debtors' obligations to make distributions to the
general unsecured claimants under the Plan.  Those trigger
distributions include:

  -- DAL's redemptions of various membership interests and
     approval of a $95 million distribution on Dec. 5,
     2011 to its members;

  -- Pre-IPO transactions, whereby all of the outstanding units
     of DAL held by its then-existing unit holders were
     exchanged for common shares of DAP; and

  -- Pre-IPO distribution of DAP common stock to members of
     DAL.

Accordingly, the Plaintiffs ask the Bankruptcy Court to declare
that:

  (a) general unsecured claim holders of Old Delphi are entitled
      to a potential recovery of $300 million, plus interest at
      the maximum allowable rate; and

  (b) the defendants breached the Delphi Modified Plan and
      related plan documents by failing to treat the pre-IPO
      transactions as a distribution to the members of DAL under
      the plan documents and by failing to make any associated
      General Unsecured MDA Distribution.

The Plaintiffs also seek to recover (i) damages in an amount to
be proven at trial, as well as interest on those damages at the
maximum allowable rate, and (ii) attorney fees, costs and
expenses incurred in their adversary complaint.

A copy of the Hedge Funds' Complaint is available for free at:

  http://bankrupt.com/misc/Delphi_HedgeFundsCmplantDec20.PDF

Counsel to the Plaintiffs are:

        John E. Schreiber, Esq.
        jschreiber@dl.com
        DEWEY & LEBOEUF LLP
        1131 Avenue of the Americas
        New York, NY 10019
        (212) 259-8000

             -- and --

        Bruce Bennett, Esq.
        bbennett@dl.com
        James O. Johnston, Esq.
        jjohnston@dl.com
        Matthew M. Walsh
        mwalsh@dl.com
        DEWEY & LEOBOEUF LLP
        333 South Grand Avenue
        Suite 2600
        Los Angeles, CA 90071
        (213) 621-6000

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/
Or 215/945-7000).


DELPHI CORP: Retirees React to GAO's Pensions Report
----------------------------------------------------
In its investigation of the treatment of pensions of Delphi
retirees, the U.S. Government Accountability Office urged the
U.S. Treasury Department to revise its reporting policy to
increase transparency in handling pension concerns, Thomas Gnau
of Dayton Daily News reported.

The GAO wrote in its report that the Pension Benefit Guaranty
Corporation's role in taking over the Delphi pensions appeared to
be consistent with the agency's usual actions when terminating
large pension plans, Dayton Daily News related.  The role GM
played in the situation however was "more unusual," the GAO said,
Dayton Daily News cited.  The GAO pointed to GM's support for
some union pensions, but not other hourly and salaried retirees.

PBGC took over pension obligations of Delphi in July 2009.  The
takeover meant reduced pensions for Delphi retirees, except some
union-represented hourly retirees, who have their pension
reductions topped by General Motors, which once owned Delphi,
Dayton Daily News recounted.  Salaried retirees were left with no
support, argued that they were singled out, and are suing in
federal court for restoration of their full pensions, the news
article stated.

In response to the GAO's findings, a Treasury spokesperson
related in an e-mailed statement that the GAO report confirms
what has been stated before, which is that the termination of the
Delphi salaried pension plan was made by the PBGC in accordance
with its standard procedures and not by Treasury.

The GAO report also elicited reactions from retirees.  Counsel to
the Delphi salaried retirees said they are studying the GAO
report finding that the reductions were consistent with the
previous actions, according to Larry Ringler of Tribune
Chronicle.  Delphi Salaried Retirees Association Vice Chairman
Bruce Gump said retirees have the right to ask elected officials
who sought the report, including U.S. House of Representatives
Speaker John Boehner and Rep. Michael Turner, to get Congress to
clarify some information and pursue other details in the report.

In a related development, Rep. Turner wrote to Barbara Bovbjerg,
as Director of Education, Workforce, & Income Security at the
Government Accountability Office, raising concern on another
recent GAO report entitled "GM Agreements with Unions Give Rise
to Unique Differences in Participant Benefits."  He said the
report contained language which may be perceived as GAO affirming
the actions taken by the Treasury Department, the President's
Auto Task Force, and the PBGC in terminating the pension benefits
of Delphi salaried retirees.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/
Or 215/945-7000).


DELPHI CORP: Says Sumpter Lacks Standing to Assert Retiree Claims
-----------------------------------------------------------------
Reorganized Delphi filed with the U.S. District Court for the
District of New York a brief regarding James B. Sumpter's appeal
from Judge Robert D. Drain's order denying Mr. Sumpter's Amended
Motion for Recoupment on behalf of Delphi Salaried Retirees.

Under the brief, Cynthia J. Haffey, Esq., at Butzel Long, in
Detroit, Michigan, argued on behalf of the Reorganized Debtors
that Mr. Sumpter's appeal is similarly convoluted and appears to
rely on (and miscontrue) the Reorganized Debtors' error in
identifying the payor of Mr. Sumpter's benefits as a basis for
asserting that the U.S. Bankruptcy Court for the Southern
District of New York's ruling was erroneous.  The Bankruptcy
Court, she clarified, was notified of the error and considered
the parties' arguments regarding the same prior to entering the
Denial Order.  The error, she maintained, did not otherwise
affect the Bankruptcy Court's September 22, 2011 denial of the
Amended Recoupment Motion.

Accordingly, the Reorganized Debtors ask the Court to dismiss Mr.
Sumpter's Appeal and otherwise affirm the Denial Order for these
reasons:

  (1) Mr. Sumpter lacks the prudential standing to assert the
      rights of salaried retirees on appeal.

  (2) Mr. Sumpter's failure to specifically name the Delphi
      Salaried Retirees as appellants in the notice of appeal
      deprives the appellate court of jurisdiction over the
      unnamed parties.

  (3) Mr. Sumpter has abandoned his original request and is
      seeking new relief on appeal.

  (4) The Bankruptcy Court correctly concluded Mr. Sumpter's
      recoupment claim is barred by res judicata based on the
      Bankruptcy Court's prior orders.

  (5) The Bankruptcy Court correctly concluded that Mr.
      Sumpter's "recoupment" claim was extinguished, discharged
      or otherwise enjoined under the First Amended Plan of
      Reorganization and related July 30, 2009 confirmation
      Order.

  (6) The Bankruptcy Court correctly concluded that general
      principles of law do not afford Mr. Sumpter the right of
      recovery under a claim of recoupment.

  (7) The Bankruptcy Court correctly concluded that Mr.
      Sumpter's statute of limitations' argument is
      Inapplicable.

  (8) Mr. Sumpter's appeal is equitably moot.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/
Or 215/945-7000).


DJSP ENTERPRISES: Inks Forbearance Agreement with BA Note
---------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., and DAL
Holding Company - DS, LLC, which is a subsidiary of DAL, entered
into a First Amendment to Asset Purchase Agreement by and among
DAL, the Target, Homeland Security Capital Corporation and Default
Servicing USA, Inc., "Buyer" which is a subsidiary of HSCC.  The
Amendment amended that certain Asset Purchase Agreement dated as
of June 22, 2011.  Under the terms of the Purchase Agreement, DAL
sold substantially all of the assets of the Target to Buyer for
cash and certain future contingent payments.  Pursuant to the
terms of the Amendment, DAL agreed to relinquish its rights to
receive all future contingent payment amounts due and owing to the
Target relating to the period from and after Jan. 1, 2012, in
consideration of a cash payment by the Buyer to the Target in the
amount of $200,000.00.

On Dec. 30, 2011, DAL Group, LLC, a subsidiary of DJSP
Enterprises, Inc., and Borrower's subsidiary, DJS Processing, LLC,
as well as the Law Offices of David J. Stern, P.A., and BA Note
Acquisition LLC "Lender", entered into a Forbearance Agreement
pursuant to which Lender has agreed to forbear from exercising any
of its available default rights and remedies, including not taking
action to enforce payment of the principal and interest on
Borrower's revolving line of credit, which Line of Credit is
evidenced in part by that certain Loan Agreement dated as of March
18, 2010, pursuant to which Lender's predecessor-in-interest, Bank
of America, N.A., made a loan to Borrower in the original
principal amount of $15,000,000, through June 30, 2012, as long as
Borrower makes weekly payments to Lender of cash held by Lender in
its operating accounts in excess of agreed upon levels, as well as
providing to Lender the proceeds of any sale not in the ordinary
course of business and to which another secured creditor does not
have a priority interest.  On the Effective Date, Borrower also
paid Lender $650,000 to reduce its indebtedness to Lender under
the Line of Credit.  During this forbearance period, Borrower and
DJS are required to operate pursuant to an operating budget agreed
upon by the parties.  Similarly, the Forbearance Agreement
requires the Law Offices, the primary account receivable debtor of
DJS, to operate pursuant to an operating budget and to make weekly
payments to Lender of cash held by Law Offices in excess of agreed
upon levels, which cash payments will be applied to reduce the
amount of Law Office's indebtedness to DJS.  Those payments will
be applied in turn to reduce amounts outstanding and due by
Borrower and DJS under the Line of Credit to Lender.  The Law
Offices also assigned to DJS and Lender the proceeds of any causes
of action of Law Offices against its account debtors.  Because the
Forbearance Agreement requires all Excess Cash of Borrower and its
subsidiaries to be paid to Lender, in the event Borrower, DJS, or
the Law Offices do not have sufficient cash to fund their expenses
as set forth in their approved operating budgets, Lender may in
its sole discretion make additional advances to them under the
Line of Credit to fund such expenses, thereby increasing their
respective debt obligations to Lender and DJS under the Line of
Credit.  As of the Effective Date, the outstanding principal
balance of the Line of Credit was $3,020,846.  Kerry S. Propper, a
member of the Board of Directors of the Company, owns a non-
controlling interest in Lender.  An affiliate of David J. Stern,
the former Chairman, President and Chief Executive Officer of the
Company, owns a non-controlling interest in Lender.

On Jan. 3, 2012, the Company, DAL, and DJS filed a complaint in
the Circuit Court of the Seventeenth Judicial Circuit, in and for
Broward County, Florida against David J. Stern, Law Offices of
David J. Stern, P.A., Stern Holding Company-DS, Inc. f/k/a Default
Servicing, Inc., Stern Holding Company-Professional Title and
Abstract Company of Florida, Inc., and P&M Corporate Finance, LLC,
a Michigan limited liability company.  The Stern Lawsuit alleges,
among other things, fraud and legal malpractice by the Stern
Parties arising out of a business combination transaction in which
the Company acquired the Stern Parties' non-legal mortgage
foreclosure processing and support service operations in December
2009.  In the Stern Lawsuit, the Company also alleges that P&M,
which provided financial advisory services in connection with the
Transaction, failed to act with due professional care in its
design and review of a financial model for the Company and in
preparing pro forma financial statements on which the Company
relied prior to entering into the Transaction.  As a result of the
allegations contained in the complaint, the Company, DAL and DJS
suffered damages for which they seek redress in the Stern Lawsuit.

On Jan. 3, 2012, the Company filed a lawsuit against the
professional financial and accounting firms, McGladrey & Pullen,
LLP, and Grant Thornton, LLP, in the Circuit Court of the
Seventeenth Judicial Circuit, in and for Broward County, Florida.
The Accounting Professionals Lawsuit alleges, among other things,
that MP and GT failed to act with due professional care in
preparing financial statement and reports on which the Company
relied prior to entering into the Transaction, which resulted in
the Company suffering damages for which it seeks redress in the
Accounting Professionals Lawsuit.

                      About DJSP Enterprises

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

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

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

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

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

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


DUNE ENERGY: Strategic Value Discloses 25.3% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Strategic Value Partners, LLC, and its affiliates
disclosed that, as of Dec. 22, 2011, they beneficially own
9,749,232 shares of common stock of Dune Energy, Inc.,
representing 25.3% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/3OrEdV

                         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 Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: Zell Credit Discloses 6.5% Equity Stake
----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Zell Credit Opportunities Master Fund, L.P., and its
affiliates disclosed that, as of Dec. 22, 2011, they beneficially
own 2,523,527 shares of common stock of Dune Energy, Inc.,
representing 6.5% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/gRkQfh

                         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 Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DYNEGY INC: Court Directs Appointment of Chapter 11 Examiner
------------------------------------------------------------
Judge Cecilia Morris of the U.S Bankruptcy Court for the Southern
District of New York signed an order on Dec. 29, 2011, directing
the appointment of a Chapter 11 examiner for the bankruptcy cases
of Dynegy Holdings, LLC, and its debtor affiliates.

Pursuant to Section 1104(d), Tracy Hope Davis, the U.S. Trustee
for Region 2, will, in consultation with DH, the Official
Committee of Unsecured Creditors, and other parties-in-interest,
appoint an examiner in the Debtors' Chapter 11 cases.  The
examiner's investigation will run for a 60-day period from
December 29, without prejudice to renewal by the Court.

Pursuant to Section 1106 of the Bankruptcy Code, the examiner
will conduct an unfettered investigation of the Debtors and
report to the Court and parties-in-interest in the Debtors'
cases, with respect to:

   (i) the conduct of the Debtors in connection with the
       prepetition 2011 restructuring and reorganization of the
       Debtors and their non-Debtor affiliates, including,
       without limitation, prepetition transactions;

  (ii) any possible fraudulent conveyances; and

(iii) whether Dynegy Holdings is capable of confirming a
       Chapter 11 plan.

Judge Morris specifies that the Creditors' Committee cannot "tag
along" in the examiner's investigation.

Pursuant to Section 1106(a)(4), the examiner will file on the
docket for Dynegy Holdings' Chapter 11 case a written report of
his or her investigation no later than 60 days, and will transmit
a copy of any report to the Debtors, the U.S. Trustee, the
Creditors' Committee, any other official committee, any indenture
trustee, and any other entity that the Court may designate.

To the extent that the examiner must include confidential or
privileged material in any report submitted to the Court, Judge
Morris rules that the complete report will be made only to the
Court, under seal, with a copy to the party claiming privilege or
confidentiality, and the report will be redacted or otherwise
protected prior to the examiner's transmission of it to other
parties.  The redacted report, if any, will be filed on the
docket of Case No. 11-38111 assigned to Dynegy Holdings.

The Debtors may designate any information as "privileged", "work
product" or "confidential", in which case the examiner will treat
the information as designated, unless otherwise ordered by the
Court; provided, that the examiner or any party-in-interest may
challenge the designation and the Court will have jurisdiction to
determine any challenge.

The examiner may retain counsel and other professionals if he or
she determines that the retention is necessary to discharge his
or her duties, subject to Court approval under standards
equivalent to those set in Sections 327 and 330 of the Bankruptcy
Code.

The examiner and any professionals it retains pursuant to any
order of the Court will be compensated and reimbursed for their
expenses pursuant to any procedures for interim compensation and
reimbursement of professionals that are established in Dynegy
Holdings' Chapter 11 case, with compensation and reimbursement of
the examiner being determined pursuant to Section 330 of the
Bankruptcy Code, and compensation and reimbursement of the
examiner's professionals being determined pursuant to standards
equivalent to those set in Section 330 of the Bankruptcy Code.

Within 10 business days, the examiner will file with the Court a
proposed work plan that will include, but not be limited to, (a)
an estimated budget of the costs and expenses related to the
examiner's investigation, (b) a preliminary list of issues the
examiner believes will be the subject of his or her
investigation, and (c) a proposed timeline for asking and
obtaining information from the Debtors and other parties and
conducting the investigation.

                        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 OKs Amendment of Wells Fargo Plaza Lease
----------------------------------------------------------
Dynegy Holdings LLC and its affiliates sought and obtained
authority to amend, pursuant to Section 363 of the Bankruptcy
Code, an unexpired, non-residential real property lease by and
between Dynegy Holdings, LLC, as tenant, and 1000 Louisiana LP of
the facility located at 1000 Louisiana Street, in Houston, Texas.

On June 12, 1996, NGC Corporation, as predecessor-in-interest to
Dynegy Holdings, and Metropolitan Life Insurance Company and
Metropolitan Tower Realty Company, Inc., as predecessors-in-
interest to the Landlord, entered into the Office Lease
Agreement.

Under the existing Office Lease Agreement, the Property consists
of office space deemed to currently contain approximately 207,430
square feet of rental area, located on the 60th through 67th
floors of the office building commonly known as "Wells Fargo
Plaza" in Houston, Texas.

Recognizing a potential opportunity to adjust their ongoing
obligations under the Office Lease Agreement in light of the
current commercial real estate market, Dynegy Holdings has worked
diligently to (i) identify potential cost savings and (ii)
reconfigure their leased office space to better meet their
ongoing operational needs, Sophia P. Mullen, Esq., at Sidley
Austin LLP, in New York, tells the Court.  Accordingly, Dynegy
Holdings has engaged in arm's-length, good faith negotiations
with the Landlord regarding the Office Lease Agreement and
specifically, the lease of the space on the 67th floor of the
Building, she adds.

"These negotiations with the Landlord have culminated with
Holdings and the Landlord agreeing to the twenty-second amendment
to the Office Lease Agreement," Ms. Mullen says.

Upon the effectiveness of the Amendment, Dynegy Holdings will
surrender the entire 67th floor of the Building on or before
December 31, 2011, thereby reducing the total number of square
feet leased by Holdings by 26,119 square feet, with a
corresponding reduction in rent and Dynegy Holdings' share of
operating expenses related to the 67th floor, Ms. Mullen reveals.
She adds that Dynegy Holdings will surrender six parking spaces
related to the Building.

As a result of the space reductions contemplated under the
Amendment, Dynegy Holdings will realize approximately $700,000 in
savings for 2012, and approximately $4.8 million in total savings
over the six years remaining under the Office Lease Agreement,
Ms. Mullen contends.  She notes that by the terms of the
Amendment, Holdings will not be required to pay any termination
fee to the Landlord in connection with either the surrender of
the 67th floor or the surrender of the parking spaces related to
the Building.

The Debtors certified on December 27, 2011, that no objections
were filed.

                        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: Committee Wins Nod of Rules to Share Information
------------------------------------------------------------
Pursuant to Section 1103(c) of the Bankruptcy Code, the Official
Committee of Unsecured Creditors is authorized to, among other
things, consult with the Debtors, investigate the Debtors,
participate in the formulation of a plan and perform other
services as are in the interests of the Debtors' unsecured
creditors.  The Committee is also required to provide access to
information for the creditors represented by the Committee.

By this motion, the Committee asks the Court to enter an order
clarifying and implementing an information protocol regarding the
dissemination of information to the Debtors' unsecured creditors,
which Information Protocol does not require the Committee to
disseminate confidential, proprietary or non-public information
concerning the Debtors or the Committee, or any other information
if the effect of the disclosure would constitute a waiver of any
privilege or confidentiality agreement between the Committee or
any other party, including the Debtors.

Arik Preis, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, contends that an information protocol will help ensure that
confidential, privileged, proprietary or material non-public
information regarding the Debtors or the Committee will not be
disseminated to the detriment of the Debtors' estates or their
unsecured creditors and will aid the Committee in performing its
statutory functions and acquitting its fiduciary duties.

Pursuant to the Information Protocol, the Committee will, among
other things:

  (a) establish and maintain an Internet-accessible website, to
      be maintained by and through Kurtzman Carson Consultant
      LLC, that provides, without limitation:

         * a link or other form of access to the website
           maintained by the Debtors' claims and noticing agent
           at http://dm.epiq11.com/DHL,which will include,
           among other things, the case docket and claims
           register;

         * highlights of significant events in the Debtors'
           Chapter 11 cases;

         * a calendar with upcoming significant events in the
           Chapter 11 Cases;

         * a general overview of the Chapter 11 process;

         * press releases (if any) issued by the Committee or
           the Debtors;

         * a registration form for creditors to request "real-
           time" updates regarding the Chapter 11 Cases via
           electronic mail;

         * a form to submit creditor questions, comments and
           requests for access to information;

         * responses to creditor questions, comments, and
           requests for access to information; provided, that
           the Committee may privately provide responses in the
           exercise of its reasonable discretion, including in
           light of the nature of the information request and
           the creditor's agreement to appropriate
           confidentiality and trading constraints;

         * answers to frequently asked questions;

         * links to other relevant websites;

         * the names and contact information for the Debtors'
           counsel and restructuring advisors; and

         * the names and contact information for the Committee's
           counsel and financial advisors;

  (b) distribute updates by and through KCC regarding the
      Chapter 11 Cases via electronic mail for creditors that
      have registered for the service on the Committee Website;
      and

  (c) establish and maintain a telephone number and e-mail
      address by and through KCC for creditors to submit
      questions and comments.

To assist the Committee in complying with the Information
Protocol, the Committee seeks entry of an order retaining KCC as
the information agent.

The Committee proposes that the reasonable fees and expenses of
KCC for professional services rendered on behalf of the Committee
in connection with the Chapter 11 Cases should be paid by the
Debtors' estates.

A copy of KCC's fee structure is available for free at:

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

Albert Kass, KCC's vice president of corporate restructuring
services, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

In a separate filing, the Committee says that no objections were
filed as of December 22, 2011.

                        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: Committee Wins Nod to Hire Akin Gump as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Dynegy Holdings
LLC's cases sought and obtained authority from the bankruptcy
court to retain Akin Gump Strauss Hauer & Feld LLP as counsel
nunc pro tunc to November 16, 2011.

The Committee says that it needs Akin Gump to perform these
services:

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

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

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and their affiliates and of the operation of
      the Debtors' businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or
      rejection of certain leases of non-residential real
      property and executory contracts, asset dispositions,
      ancillary state court or regulatory litigation related to
      the Debtors, financing of other transactions and the terms
      of one or more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents;

  (f) assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in the Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings before the Court;

  (h) review and analyze motions, applications, orders,
      statements, operating reports and schedules filed with the
      Court and advise the Committee as to their propriety, and
      to the extent deemed appropriate by the Committee support,
      join or object thereto, as applicable;

  (i) advise and assist the Committee with respect to any
      legislative, regulatory or governmental activities;

  (j) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

  (k) assist the Committee in its review and analysis of all of
      the Debtors' various agreements;

  (l) prepare, on behalf of the Committee, any pleadings,
      including without limitation, statements, motions,
      applications, memoranda, adversary complaints, objections
      or comments in connection with any matter related to the
      Debtors or these Chapter 11 cases;

  (m) investigate and analyze any claims against the Debtors'
      non-Debtor affiliates; and

  (n) perform other legal services as may be required or
      are otherwise deemed to be in the interests of the
      Committee in accordance with the Committee's powers and
      duties as set forth in the Bankruptcy Code, the Federal
      Rules of Bankruptcy Procedure or other applicable law.

The Committee asks that all fees and related costs and expenses
they'll incur on account of services rendered by Akin Gump in the
Chapter 11 cases be paid as administrative expenses of the
estates pursuant to Sections 330(a), 331, 503(b) and 507(a)(1) of
the Bankruptcy Code.

Akin Gump 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 rendered, subject to Section
330 of the Bankruptcy Code.  The current hourly rates charged by
Akin Gump for professionals and paraprofessionals employed in its
offices are:

    Partners                            $500 - $1,200
    Special Counsel and Counsel         $415 - $850
    Associates                          $335 - $625
    Paraprofessionals                   $125 - $310

The Committee expects these Akin Gump attorneys to have primary
responsibility for providing the enumerated services:

   Ira S. Dizengoff, Esq.      Partner         $975/hour
   Michael S. Stamer, Esq.     Partner         $975/hour
   Arik Preis, Esq.            Partner         $700/hour
   Brad M. Kahn, Esq.          Associate       $510/hour
   Ashleigh L. Blaylock, Esq.  Associate       $550/hour
   Jason P. Rubin, Esq.        Associate       $560/hour
   Kristine G. Manoukian, Esq. Associate       $510/hour

Ira S. Dizengoff, Esq., a member of Akin Gump, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

In a separate filing, the Committee says that no objections were
filed to the Application as of December 22, 2011.

                        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: Reaches Deal on Description of Notes for Plan Deal
--------------------------------------------------------------
On December 9, 2011, Dynegy, Inc.; Dynegy Holdings LLC and certain
holders of Dynegy Holdings' unsecured notes and debentures entered
into an amendment to the Support Agreement whereby the initial
deadline under the Support Agreement for finalizing documentation
with respect to the Debtor Entities' proposed financial
restructuring was extended from December 7, 2011 until December
14, 2011.  On December 16, 2011, Dynegy, DH and certain holders of
Dynegy Holdings' outstanding unsecured notes and debentures
entered into a further amendment to the Support Agreement whereby
the deadline under the Support Agreement for finalizing
documentation with respect to the Restructuring was extended until
December 22, 2011.

In a Form 8-K filed with the U.S. Securities and Exchange
Commission on December 27, 2011, Dynegy, Inc. disclosed that on
December 22, 2011, the parties reached agreement on a finalized
Description of Notes and Certificate of Designation.

On December 26, 2011, Dynegy, Dynegy Holdings and certain holders
of an aggregate in excess of $1.8 billion of Dynegy Holdings'
unsecured notes and debentures as well as subordinated bonds
entered into an Amended and Restated Restructuring Support
Agreement, further modifying the Support Agreement.

Pursuant to the Amended and Restated Support Agreement, the
Signatory Noteholders agree, subject to the terms and conditions
contained in the Amended and Restated Support Agreement, to (i)
vote their claims under the Old Notes in favor of the
Restructuring and not revoke such vote; (ii) not object to the
Restructuring; (iii) not initiate legal proceedings inconsistent
with or that would prevent, frustrate or delay the Restructuring;
(iv) not solicit, support, formulate, entertain, encourage or
engage in discussions or negotiations, or enter into any
agreements relating to, any alternative restructuring; and (v)
not solicit, encourage, or direct any person or entity, including
the indenture trustee under the indenture for the Old Notes, to
undertake any such action.  Additionally, the Signatory
Noteholders agree not to transfer their claims, except to parties
who also agree to be bound by the Amended and Restated Support
Agreement, subject to certain exceptions.  Subject to their
respective fiduciary duties, Dynegy and DH agree to use their
reasonable best efforts to (i) support and complete the
Restructuring, (ii) take all necessary and appropriate actions in
furtherance of the Restructuring and the transactions related
thereto, (iii) complete the Restructuring and all transactions
related thereto within the time-frames outlined in the Support
Agreement, (iv) obtain all required governmental, regulatory or
third-party approvals for the Restructuring and (v) take no
actions inconsistent with the Amended and Restated Support
Agreement or the confirmation and consummation of the Chapter 11
plan.

The Amended and Restated Support Agreement may be terminated if:

   (i) the Bankruptcy Court has not entered an order approving
       the disclosure statement related to the Plan by March 15,
       2012;

  (ii) the Bankruptcy Court has not entered an order confirming
       the Plan by June 15, 2012; and

(iii) the Plan has not become effective by August 1, 2012.

In addition to the termination events, including item (i) under
which a Signatory Noteholder may terminate in its individual
capacity, a Signatory Noteholder may, in its individual capacity
terminate its obligations under the Amended and Restated Support
Agreement if (i) any examiner finds that any member of Dynegy
Holdings' board of directors was more likely than not to have
committed acts of fraud, willful misconduct, breach of fiduciary
duty or any other act which would likely make them unable to
satisfy the standards set out in Section 1129(a)(5)(A)(ii) of the
Bankruptcy Code; or (ii) any modification is made to any Plan
Related Document that is inconsistent in any material respect
with the Plan Related Documents approved by each Signatory
Noteholder as of December 26, 2011.

The parties to the Amended and Restated Support Agreement agree
to modify other documents related to the Restructuring, among
other things, to provide (i) that the holders of subordinated
notes will received an allowed claim of $0.35 for every dollar of
claims and (ii) that the aggregate principal amount of Dynegy's
11% new secured notes due 2018 issued pursuant to a new secured
notes indenture be increased by $15,000,000.

A summary of the Amended and Restated Support Agreement and Term
Sheet is available for free at:

              http://researcharchives.com/t/s?776d

                        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)


EASTBRIDGE INVESTMENT: Sells 500,000 Ordinary Shares for $600,000
-----------------------------------------------------------------
EastBridge Investment Group Corporation, on Dec. 14, 2011, entered
into a Stock Purchase Agreement with An Lingyan, an individual
residing in the People's Republic of China.  Pursuant to the
Agreement, the Company sold 500,000 ordinary shares of Tsingda
Eedu Corporation, a Cayman Islands corporation, to An Lingyan in
exchange for a cash payment of $600,000.  There is no
relationship, other than the Agreement, between An Lingyan and the
Company or any of the Company's officers and directors.

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
is one of a small group of United States companies solely
concentrated in marketing business consulting services to closely
held, small to mid-size Asian companies that require these
services for expansion.  EastBridge had fourteen clients as of the
date of this filing, that it is assisting in becoming public
companies, reporting pursuant to the Securities Exchange Act of
1934, as amended, in the United States and obtaining listings for
their stock on a U.S. stock exchange or over-the-counter market.
All clients are located in Asia-Pacifica.

The Company reported a net loss of $744,483 on $31,000 of revenues
for the nine months ended Sept. 30, 2011, compared with a net loss
of $1.5 million on $nil revenue for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $1.7 million in total liabilities, and a
stockholders' deficit of $521,390.

As reported in the TCR on April 26, 2011, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about EastBridge Investment Group's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant losses.


EASTERN/505 LP: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Eastern/505 LP has filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its 20 largest unsecured
creditors:

  Entity                          Nature of Claim     Claim Amount
  ------                          ---------------     ------------
Betts Construction & Excavation,
Inc.
990 Anderson County Road 470
Palestine, TX 75803                   Dredging          $10,000.00

Strange, Downing & Coates, P.C.
140 E Main Street
P.O. Box 293898
Lewisville, TX 75057                  Accounting         $6,716.25

Rest & Revolution, PR
1444 Oak Lawn Avenue, Suite 206
Dallas, TX 75207                      Marketing Party    $2,600.00

Atlas Pool Services                   Disputed Bill      $2,175.57

Lakeshore Marine Construction         Dredging           $1,900.00

E and C Maintenance                   Monthly Landscape
                                      Services             $866.00

Lamar Company                         Paid Monthly         $725.00

Narisha Johnson Creative Design       Marketing            $192.60

SWPPP Inspections                     Inspections          $150.00

Concrete Company #1 Ltd.              Service                $0.00

Christian Cooper                      Ownership/Loans        $0.00

CCE                                   Service                $0.00

Carlos Tile & Coping                  Service                $0.00

Builders Risk Plan                    Insurance              $0.00

Brilliant                             Service                $0.00

Big Sandy Sand Co.                    Service                $0.00

Barrett Construction                  Dredging               $0.00

B.G. Williams Asphalt, LTD.           Service                $0.00

Atlas Pool Service LLC                Service                $0.00

Art's A/C Service                     Service                $0.00

Arlington, Texas-based Eastern/505 L.P., dba 505 Cedar Creek Ranch
Club, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-46767) on Dec. 5, 2011.  Judge Russell F. Nelms oversees the
case.  Howard Marc Spector, Esq. -- hspector@spectorjohnson.com --
at -- Spector & Johnson, PLLC, serves as the Debtor's counsel.
In its petition, the Debtor estimated assets of $10 million to
$50 million and debts of $1 million to $10 million.  The petition
was signed by Thomas Cooper, manager of general partner.


EMPIRE RESORTS: Regains Compliance with Nasdaq Bid Price Rule
-------------------------------------------------------------
Empire Resorts, Inc., announced that it received notice from The
Nasdaq Stock Market confirming that the Company has regained
compliance with the $1.00 per share minimum closing bid price
requirement for continued listing on The Nasdaq Global Market
under Listing Rule 5550(a)(2).

The Company's trading symbol, which was temporarily changed to
NYNYD following a reverse split of the Company's common stock,
will return to NYNY at the open of the market on Jan. 13, 2012.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


ESTELA'S MEXICAN: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Tampa (Fla.) Bay Online reports that Scott and Ana Estela
Jorgensen, the couple who own the Estela's Mexican Restaurant
chain and two of their locations, filed for bankruptcy protection
on Dec. 28, 2011.

According to the report, the couple estimated assets and debts of
$1 million to $10 million.  Estela's restaurants on South Dale
Mabry Highway in Tampa and Brandon Boulevard each filed for
bankruptcy individually.

The report notes that other Estela's locations on Davis Islands in
Tampa and in St. Petersburg and New Port Richey are not included
in the bankruptcy filings.


FONTAINEBLEAU L.V.: Icahn Nevada Seeks Protective Order
-------------------------------------------------------
Icahn Nevada Gaming Acquisition LLC asks the U.S. Bankruptcy
Court for the District of Southern Florida to enter a stipulated
protective order governing inspection, discovery, and production
of documents or electronically stored information.

Francis L. Carter, Esq., at Katz Barron Squitero Faust Friedberg
Grady English & Allen P.A., in Miami, Florida, says the
Protective Order is the culmination of months of negotiations
with all persons or entities who have sought discovery from Icahn
Nevada, which include almost every party-in-interest to the
Allocation Motion, the above-captioned adversary proceeding
regarding priority of liens on the Sale Proceeds, and the Sale
Proceeds.

Entry of the Protective Order will provide an efficient and
orderly process for production of hundreds of thousands of pages
of documents and electronically stored information sought in no
less than five requests, as well as provides Icahn Nevada
necessary protections in connection with the Requests, Mr. Carter
contends.

The parties to the proposed stipulated order are Icahn Nevada,
the steering group for the term Lenders, Wilmington Trust FSB,
the 343 entities asserting mechanic's lien claims on the Debtors'
former Assets, First American Title Insurance Company and other
"Title Companies"; and the Chapter 7 Trustee.

Mr. Carter points out that the requested discovery and inspection
have already required Icahn Nevada to expend tens of thousands of
dollars in fees and expenses, and will likely require Icahn
Nevada to expend well over $150,000 to complete, clearly an undue
burden and expense to Icahn Nevada.

In addition, Mr. Carter asserts that:

  -- the discovery request will require Icahn Nevada to review
     and produce hundreds of thousands of pages of documents
     and/or ESI, also clearly an undue burden and expense to
     Icahn Nevada, a non-party to the Litigation;

  -- the documents requested are in multiple locations in New
     York and Nevada, making production logistically difficult,
     which difficulties have been resolved through negotiation
     of an efficient and orderly process for production in
     connection with the Protective Order;

  -- the production implicates both Icahn Nevada's and the
     Debtors' privileges and protections in the documents, thus
     requiring a coordinated process for production;

  -- the Requests seek confidential documents, like Icahn
     Nevada's financial statements and tax returns;

  -- the Requests seek inspection of the "Project," an
     unfinished construction site, representing potential for
     liability to Icahn Nevada and requiring compliance with
     health, safety and insurance concerns in connection with
     the inspection; and

  -- the Protective Order represents a process for production
     negotiated with all persons and entities that have asked
     production from Icahn Nevada.

A copy of the Proposed Stipulated Protective Order is available
for free at http://bankrupt.com/misc/FBIcahnPropStpOrd.pdf

                      OTS Reserves Rights

QTS Logistics Inc. and Quality Transportation Services of Nevada,
Inc., relates that they are engaged in discussions with Icahn
Nevada to become a party to the Proposed Stipulated Protective
Order.  QTS says it has no objection to the entry of the Proposed
Stipulated Protective Order at this time, but seeks to reserve
all of its rights, including the right to obtain access to Icahn
Nevada's documents.

               Parties Agree to Continue Hearings

Pursuant to an agreed order submitted by the M&M Lienholders and
JMB Capital Partners Master Fund, LP., the Court has ruled that:

  a. the Expert Deadline is continued from December 1, 2011 to
     January 19, 2012;

  b. Disclosure of Rebuttal Expert Testimony is continued from
     December 12, 2011 to February 2, 2012;

  c. Discovery Cut-Off is continued from January 13, 2012 to
     March 16, 2012;

  d. the Pretrial Order Submission Deadline and Pretrial
     Conference are continued from January 23, 2012 at 11:30
     a.m. to April 10, 2012 at 3 p.m. in Courtroom 1410, 51 SW
     1st Avenue, Miami, Florida;

  e. the Deadline to Submit Pre-Marked Exhibits is continued
     from January 17, 2012 to March 27, 2012 at 4:00 p.m.;

  f. the Deadline to object to an opposing party's submitted
     exhibits is continued from January 20, 2012 to March 29,
     2012 at 4:00 p.m.;

  g. Wilmington Trust will prepare and sign a proposed pretrial
     order and furnish the proposed draft to all other
     participants at least seven days prior to the pretrial
     conference.  The proposed pretrial order will be complete
     in all respects except for the other parties' lists of
     exhibits and witnesses;

  h. within three business days following receipt of the
     proposed pretrial order, each of the other Participants
     intending to participate in the trial will:

     -- if the proposed draft is acceptable, to sign and return
        the signature page to Wilmington together with that
        party's list of exhibits and witnesses, if any;

     -- if the proposed draft is not acceptable, to promptly
        meet with or confer by telephone with Wilmington Trust's
        Counsel in a good faith effort to complete a pretrial
        order;

  i. no later than 4:00 p.m. four business days prior to trial,
     each Participant intending to participate in the trial will
     (i) serve on all other Participants and (ii) furnish to the
     judge's chambers a copy of any summary which that
     Participant will offer in evidence at the trial, together
     with a notice of the location of the books, records, and
     the like of which the summary has been made and the
     reasonable times which the records were offered to the
     other Participants for inspection and copying.

  j. each Participant intending to participate in the trial will
     file and serve these documents no later than 4:00 p.m. two
     business days prior to the pretrial conference:

     -- any written opening statement the Participant wishes the
        court to read before the trial begins. Oral opening
        statements normally will not be permitted at trials;

     -- unless otherwise ordered, any objection to the use of a
        disclosed transcript, to the admissibility of a proposed
        exhibit, or to all or part of a summary must (i)
        identify the transcript or exhibit subject to the
        objection, (ii) identify the grounds for the objection,
        and (iii) provide full citations to all case decisions
        and other authority in support of the objection. Failure
        to timely object to a transcript, exhibit, or all or any
        part of a summary will be deemed a waiver of any
        objection and consent to admissibility at trial.  All
        motions in limine and other evidentiary objections will
        be argued prior to the start of the scheduled trial,
        other than those that arise during the course of trial;

  k. The Evidentiary Hearing is continued from March 1, 2012 at
     10:30 a.m. to April 19, 2012 at 10 a.m.  The Evidentiary
     Hearing will take place in Courtroom 1410, 51 SW 1st
     Avenue, Miami, Florida.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in
assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FONTAINEBLEAU L.V.: Court OKs Rules to Settle Avoidance Suits
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
has approved the proposed procedures to allow Soneet R. Kapila,
the Debtors' Chapter 7 trustee, to settle avoidance actions.

The Chapter 7 Trustee is authorized, without further court
approval, to settle and compromise any Avoidance Action with
respect to which:

  (a) the amount demanded is $60,000 or less; or
  (b) the amount demanded, although greater than $60,000, is
      $500,000 or less, and the settlement amount is 65% or
      greater percentage of the amount demanded.

All objections to the request were overruled by the Court.

       Trustee Files Motions to Compromise Controversies

In separate filings, the Chapter 7 Trustee asks the Court to
approve the compromises of controversies it entered into with
various counter-parties.

The Chapter 7 Trustee previously asserted that the Counter-
Parties received amounts from the Debtors within the prohibited
periods before the filing of a petition for Chapter 11
protection.  The Counterparties disputed the allegations.

To resolve the issues between them, the Counterparties agreed to
pay these amounts to the Chapter 7 Trustee in exchange for the
dismissal of the complaints filed by the Chapter 7 Trustee to
recover the Transfers:

  Baker Knapp & Tubbs, Inc. d/b/a Mark David       $1,300,000
  Tai Ping Carpets Americas, Inc.                     $60,000
  Max Protetch                                        $50,000
  Mancini Duffy                                       $45,000
  David Collins Studio Limited                        $15,000
  PricewaterhouseCoopers LLP                           $4,000
  Arthur Weiner                                        $2,000
  Sheppard Mullin Richter & Hampton, LLP               $2,000

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FONTAINEBLEAU L.V.: Proposes Agreement With IKON Office
-------------------------------------------------------
On June 8, 2011, Soneet R. Kapila, the Chapter 7 Trustee,
initiated adversary proceedings against certain of the Debtors'
former officers and directors and other insiders.  In the
Adversary Proceedings, the Trustee has alleged, among other
things, breach of fiduciary duty by certain of the Debtors'
former officers and directors.

In related proceedings, Fontainebleau Resorts LLC, the Debtors'
ultimate parent company and a defendant in the Adversary
Proceedings, was ordered to turnover to the Chapter 7 Trustee a
copy of the document and electronic mail servers used in
connection with the Debtors' business operations.

Ikon Office Solutions told the court that it is currently in
possession of the document and e-mail servers and copies of the
document and e-mail servers will be made and provided to the
Chapter 7 Trustee.

The size of the e-mail server is 382 gigabytes, the Chapter 7
Trustee said.  The Chapter 7 Trustee believes that the Server may
have information, including relevant to and necessary for
prosecution of the Adversary Proceedings.  However, given the
volume of data housed on the Server, the Chapter 7 Trustee,
believes that the most efficient use of estate time and resources
can be achieved if the data is processed to identify directly
relevant information.

Accordingly, the Chapter 7 Trustee sought and obtained authority
from the Court to enter into an electronic data processing
agreement with Ikon Office Solutions to process and deliver
information from the Server according to the Trustee's
specifications.

Ikon has estimated the cost to process and produce the documents
to be approximately $19,750.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Asbestos Claimants Win OK to Subpoena BofA
-----------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the North
Carolina federal judge overseeing Garlock Sealing Technologies
LLC's bankruptcy on Tuesday granted a bid by asbestos injury
claimants to obtain information from Bank of America NA and Duff &
Phelps LLC regarding corporate restructurings that took place
before the bankruptcy.

Over Garlock's objections, U.S. Bankruptcy Judge George R. Hodges
granted a motion submitted by a committee of asbestos claimants
allowing it to compel testimony and review documents held by the
bank, which reviewed the restructurings, Law360 relates.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENCORP INC: Steel Partners Discloses 6.9% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Steel Partners Holdings L.P. and its
affiliates disclosed that, as of Jan. 1, 2012, they beneficially
own 4,065,737 shares of common stock of GenCorp Inc. representing
6.9% of the shares outstanding.  As previously reported by the TCR
on Feb. 26, 2010, Steel Partners disclosed beneficial ownership of
4,055,737 common shares.  A full-text copy of the amended Schedule
13D is available for free at http://is.gd/f40dKe

                          About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Aug. 31, 2011, showed
$994.20 million in total assets, $1.13 billion in total
liabilities, $4.50 million in redeemable common stock, and a
$147.90 million total shareholders' deficit.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENERAL GROWTH: Analysts Expect Spinoff Unit's Shares to Fall
-------------------------------------------------------------
The Wall Street Journal's Kris Hudson reports that General Growth
Properties Inc. later this month is set to spin off 30 of its
weaker malls as a separate company.  The separation will allow
General Growth to focus its resources on its remaining 137 best-
performing malls.  The spinoff, to be called Rouse Properties
Inc., then can concentrate on buying and rehabilitating so-called
B malls, which mostly are lower-productivity malls in secondary
and tertiary markets.

WSJ notes there are plenty of skeptics of the Rouse spinoff.
General Growth will be attempting the spinoff during a tough time
for subpar malls.  Retailers that are closing stores generally are
doing so in second- and third-tier malls in favor of retaining
stores in top malls with high sales volumes. In addition, B malls
tend to require considerable capital for renovations to revive
them.

According to WSJ, some analysts predict Rouse's stock will fall
after it begins trading Jan. 13.  The problem, some analysts say,
is that many of General Growth's institutional shareholders have
no compelling need to retain the shares they receive in Rouse,
which will trail several other mall REITs in market value. "This
company is a low-productivity mall owner," said Cedrik Lachance,
an analyst with Green Street Advisors Inc., according to WSJ.  "It
has relatively high leverage, an unproven management team and no
trading track record of any sort."

"Rouse is being created to be a B-mall consolidator," General
Growth CEO Sandeep Mathrani said in a December interview at
General Growth's Chicago headquarters, according to WSJ. "They can
actually be a viable, strong B-mall company. We're putting assets
into this business that are good assets."

WSJ notes Brookfield Asset Management Inc., the Canadian real-
estate investor with $150 billion in assets under management, will
play a major role with Rouse. As a 40% shareholder in General
Growth, Brookfield will own 40% of Rouse upon the spinoff.
Brookfield also has pledged to backstop a $200 million secondary
offering of shares by Rouse early this year, meaning Brookfield
will purchase any shares not bought by other investors.

                       About General Growth

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

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

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

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

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


GENERAL MARITIME: Court Approves Kramer Levin as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized General Maritime Corporation to employ Kramer Levin
Naftalis & Frankel LLP as counsel.

It is expected that Kramer Levin's services will include, without
limitation, assisting, advising and representing the Debtors with
respect to:

   (1) the administration of the Debtors' Chapter 11 cases and the
       exercise of oversight with respect to the Debtors' affairs,
       including all issues arising from or impacting the Debtors
       or the Chapter 11 Cases;

   (2) the preparation on behalf of the Debtors of necessary
       applications, motions, memoranda, orders, reports and other
       legal pleadings;

   (3) appearances in Court and at various meetings to represent
       the interests of the Debtors;

   (4) negotiations with the Debtors' secured lenders, as well as
       any creditors' committee appointed in these Chapter 11
       Cases, other creditors, and third parties, for the benefit
       of the Debtors' estates;

   (5) communications with creditors and others as the Debtors
       may consider desirable or necessary; and

   (6) the performance of all other legal services for the Debtors
       in connection with these Chapter 11 Cases, as required
       under the Bankruptcy Code and the Bankruptcy Rules, and the
       performance of those other services as are in the interests
       of Debtors, including, without limitation, any general
       corporate legal services.

At present, the hourly billing rates of Kramer Levin's
professionals are:

              Partners           $685 - $995
              Counsel            $715 - $1,050
              Special Counsel    $670 - $750
              Associates         $400 - $735
              Legal Assistants   $250 - $300

The Debtors agree to reimburse Kramer Levin for its expenses
including, but not limited to, telecommunications, photocopying,
court fees, travel expenses and computer-aided research.

Prior to the Petition Date, the Debtors provided Kramer Levin with
a retainer of $300,000 to pay for legal services in connection
with the Debtors' restructuring efforts, including preparation for
the Chapter 11 cases.

To the best of the Debtors' knowledge, Kramer Levin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENERAL MARITIME: Jan. 12 Hearing on Panel's Bid to Hire Perella
----------------------------------------------------------------
The Bankruptcy Court will hold a hearing Jan. 12 to consider the
request of the Official Committee of Unsecured Creditors in the
Chapter 11 cases of General Maritime Corporation to retain Perella
Weinberg Partners LP as its financial advisor.

The Committee is banking on the experience Perella Weinberg gained
on the bankruptcy case while it was retained by an ad hoc group of
noteholders holding more than $185 million of the $300 million of
12% Senior Notes due 2017 issued by General Maritime Corp.
prepetition.  In providing prepetition services to the Noteholders
Committee, Perella Weinberg's professionals have worked closely
with the Debtors' management and other professionals and have
become well acquainted with the Debtors' operations, debt
structure, creditors, business and operations and related matters.

Perella Weinberg is proposed to be paid according to this Fee
Structure:

     (a) A monthly financial advisory fee of $125,000 for each
         month of the Engagement, prorated for any partial month,
         due and payable in advance commencing on Dec. 1, 2011,
         until the earlier of (i) the consummation by the Debtors
         of a Transaction or (ii) the termination of the
         Engagement.  Any Monthly Advisory Fee payable and due
         commencing after the sixth month of Perella Weinberg
         Partners' engagement will be credited 50% against a
         Success Fee.

     (b) A success fee greater of (i) $1,000,000 or (ii) 1.25% of
         the aggregate Recovery Amount as defined in the
         Engagement Letter, payable promptly following the
         consummation of a Transaction, provided that the result
         of the Transaction provides the Unsecured Creditors with
         a recovery in respect of their Claims in an amount more
         than $1,000,000 in the aggregate.

     (c) Reimbursement of all out-of-pocket expenses.

     (d) Additional fees for Perella Weinberg's provision of
         expert testimony in any judicial proceeding.

The Committee has agreed to indemnify and to make certain
contributions to Perella Weinberg in accordance with the
indemnification provisions set forth in the Engagement Letter.

Derron S. Slonecker, a partner of Perella Weinberg, attests that
the firm (a) is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, (b) does not hold or
represent an interest adverse to the Debtors' estates with respect
to the matter on which it is to be employed and (c) has no
connection to the Debtors, their creditors or their related
parties.

Mr. Slonecker disclosed that Perella Weinberg during the 90-day
period immediately before the Petition Date, received $250,657 in
payments from the Debtors.

The firm may be reached at:

         Derron S. Slonecker
         PERELLA WEINBERG PARTNERS LP
         767 Fifth Avenue
         New York, NY 10153
         Tel: 212-287-3200
         Fax: 212-287-3201
         E-mail: dslonecker@pwpartners.com

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENERAL MARITIME: Can Access $75-Million of DIP Financing
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has authorized General Maritime Corporation,
on a final basis, to use $75 million in debtor-in-possession
financing from Nordea Bank Finland Plc and other lenders as well
as use cash collateral and provide adequate protection to
prepetition secured parties.  The DIP financing may be
increased to up to $100 million in accordance with the terms of
the DIP Credit Agreement and subject to further order of the
Court.

The Bankruptcy Court disregarded the limited objection filed by
the Committee of Unsecured Creditors, which contends that the
terms of the DIP Facility are overreaching or otherwise
unreasonable, unfair, and unjustified and cannot be approved with
the relief currently sought.

The DIP facility consists of a $40 million term loan facility and
a $35 million revolving loan credit facility.

Subject to the Carve-Out, the DIP Lender is granted the following
security interests and liens:

    (I) valid, enforceable, perfected and non-avoidable first
        priority liens on and security interests in all DIP
        Collateral that was not encumbered by valid, enforceable,
        perfected and non-avoidable liens as of the Petition Date;

   (II) valid, enforceable, perfected and non-avoidable liens on
        and security interests in (x) all DIP Collateral which is
        unencumbered by the Senior Liens and (y) all DIP
        Collateral encumbered by the Senior Liens; and

  (III) valid, enforceable, perfected and non-avoidable liens on
        and security interests in all Senior Collateral.

The DIP Obligations will constitute an allowed superpriority claim
of the DIP Agent for the benefit of the DIP Secured Parties, and
be payable from and have recourse to all DIP Collateral.

In addition, each Debtor is authorized to (a) use the Cash
Collateral and (b) request and use proceeds of the DIP Extensions
of Credit, in the amounts and for the line item expenditures set
forth in the DIP Budget.

As adequate protection for the interests of the Senior Agent and
the Prepetition Secured Parties in the Senior Collateral, the
Senior Agent will receive adequate protection liens on all of the
DIP collateral, adequate protection superpriority administrative
expense claims, and adequate protection payments.  The Senior
Agent will receive from the Debtors, monthly in arrears, payment
in cash of all interest and letter of credit, unused commitment
and other fees that accrue on and after the Petition Date at the
non-default contract rate provided for under the Senior Loan
Documents.

As reported in the Troubled Company Reporter on Nov. 28, 2011,
under the DIP Agreement, General Maritime covenants with the DIP
lenders not permit the sum of (i) the Unrestricted Cash and Cash
Equivalents held by the Parent and its Subsidiaries and (ii) the
aggregate available unutilized Revolving Commitments to be less
than:

     (x) from the entry of the Final DIP Order to and including
         April 30, 2012, $15,000,000 at any time and

     (y) from May 1, 2012, to and including the Maturity Date,
         $10,000,000 at any time.

General Maritime also will not permit cumulative Consolidated
EBITDA for the period commencing on Nov. 1, 2011, and ending on
the last day of a month set forth to be less than the amount set
forth

          Month                         Minimum EBITDA
          -----                         --------------
          December 2011                    $2,115,000
          January 2012                     $4,600,000
          February 2012                    $6,875,000
          March 2012                       $9,350,000
          April 2012                      $12,100,000
          May 2012                        $15,700,000
          June 2012                       $19,225,000
          July 2012                       $23,725,000
          August 2012                     $28,050,000
          September 2012                  $32,750,000
          October 2012                    $37,200,000

The DIP Facility matures on the earlier of (i) nine months from
the Petition Date with a three month extension option, (ii) the
date of termination of commitments and DIP Lenders? obligations to
make loans and issue letters of credit pursuant to the exercise of
remedies, (iii) the effective date of a chapter 11 plan, and (iv)
the consummation of a sale pursuant to Section 363 of the
Bankruptcy Code.

The DIP Agreement requires the Borrower to pay the lenders a host
of fees:

     (1) Commitment Commission Fee: 50% of the applicable margin
         for the DIP Loans with respect to any unused portion of
         the commitment.

     (2) Letter of Credit Fee: rate per annum equal to the
         applicable margin for DIP Loans on the stated amount of
         each letter of credit.

     (3) Facing Fee (with respect to Letters of Credit): a rate
         per annum equal to the greater of $500 and 1/8 of 1% on
         the stated amount of each letter of credit.

     (4) Facility Fee: 1.50% of the commitment of each DIP Lender
         Other Fees: as agreed to between the Debtors and the DIP
         Agent/DIP Lenders

The Debtors are required to comply with these milestones under the
DIP Agreement:

     -- obtain binding written commitment and support agreement
        for a New Equity Amount and file an acceptable bankruptcy-
        exit plan and disclosure statement 75 days after the
        Petition Date (the DIP Lenders have certain consent rights
        over the plan);

     -- obtain an order approving the disclosure statement 135
        days after the Petition Date; and

     -- obtain an order confirming an Acceptable Plan and the
        Acceptable Plan will be substantially consummated 210 days
        after the Petition Date.

Absent compliance with the milestones, the Debtors must
immediately commence a sale process upon receipt of notice of
noncompliance from the DIP Agent at the direction of the Directing
Parties.  Oaktree Capital Management LP, a lender, would be the
so-called stalking horse for that auction.

The lending consortium consists of:

     * Nordea Bank Finland PLC, New York Branch;
     * Citibank NA;
     * DNB Bank ASA;
     * HSH Nordbank AG;
     * The Royal Bank of Scotland; and
     * Skandinaviska Enskilda Banken AB (PUBL)

According to Bloomberg News, General Maritime's bankruptcy
counsel, Kenneth Eckstein said Nov. 18 the company hopes to file a
reorganization plan in January.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation objected to the DIP loan, saying its terms would
"serve to prematurely limit or foreclose the rights of unsecured
creditors or any official committee appointed to represent their
interests."  The Noteholders group consists of Capital Research
and Management Company, J.P. Morgan Investment Management, Inc.,
J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP
and Third Avenue Focused Credit Fund.

As of Sept. 30, 2011, General Maritime recorded consolidated
liabilities totaling $1,412,647,000.  For the 12 months ending
Sept. 30, 2011, the Company?s consolidated net voyage revenue was
$201.7 million.

Pre-bankruptcy, the vast majority of the Debtors? liabilities
relates to borrowed debt comprised of:

     $550   million under a credit facility dated May 6, 2011 with
                    Nordea Bank Finland plc, New York Branch, as
                    administrative agent;

     $328.2 million under a credit facility dated May 6, 2011,
                    with Nordea as administrative agent;

     $200   million under a credit facility dated May 6, 2011,
                    with OCM Administrative Agent, LLC, as
                    administrative agent; and

     $300   million of senior notes due 2017 under an indenture
                    dated November 12, 2009, with Bank of New York
                    Mellon as indenture trustee.

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GORDY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gordy Management Unlimited, Inc.
          aka Gordy Management Unltd., Inc.
        1057 Orchard Drive
        Clarkesville, GA 30523

Bankruptcy Case No.: 12-20006

Chapter 11 Petition Date: January 2, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Ernest V. Harris, Esq.
                  HARRIS & LIKEN, L.L.P.
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: ehlaw@bellsouth.net

Scheduled Assets: $1,277,600

Scheduled Liabilities: $3,440,308

The Company?s list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-20006.pdf

The petition was signed by Randy Gordy, CEO.


GRAND RIVER: U.S. Trustee Appoints 5-Member Creditors Committee
---------------------------------------------------------------
Daniel M. Mcdermott, the United States Trustee for Region 9,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Grand River Infrastructure, Inc.

The Creditors Committee members are:

      1. Kevin Jager
         J & H OIL COMPANY
         2696 Chicago Dr. S.W.
         Wyoming, MI 49519
         Tel: (616)534-2181
         Fax: (616)534-1663
         E-mail: Jhar@jhoil.com

      2. Paul Lemanski
         ST. MARY'S CEMENT
         9333 Dearborn Street
         Detroit, MI 48209
         Tel: (313)849-4588
         Fax: (313)849-4555
         E-mail: pjlemanski@vcsmc.com

      3. David Scripps
         ROBINSON CARTAGE CO.
         2712 Chicago Dr. S.W.
         Grand Rapids, MI 49519
         Tel: (616) 532-3673
         Fax: (616) 531-2405
         E-mail: dscripps@Robinsoncartage.com

      4. Ron Matthews
         VERPLANK TRUCKING CO.
         P.O. Box 8
         Ferrysburg, MI 49409
         Tel: (616) 842-1448
         Fax: (616) 842-1506
         E-mail: ron@verplanktrucking.com

      5. Gerald Lorenz
         BETA STEEL
         44225 Utica Road
         Utica, MI 48318
         Tel: (586)323-6812
         Fax: (586)323-8720
         E-mail: gerald.lorenz@mnp.com

                  About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debts.  The petition was signed by David
C. Marsh, vice president.


GRUBB & ELLIS: Stockholders Reelect Five Directors to Board
-----------------------------------------------------------
Grubb & Ellis Company held its 2011 annual meeting of stockholders
on Dec. 29, 2011.  Approximately 86% of the voting power of the
127,541,284 outstanding shares entitled to vote was represented,
in person or by proxy, at the Annual Meeting.

As reported by Computershare, the independent inspector of
elections for the Annual Meeting, the Company's stockholders
voted:

   (i) to reelect each of Mr. C. Michael Kojaian, the Company's
       Chairman of the Board, Mr. Thomas P. D'Arcy, the Company's
       President and Chief Executive Officer, Mr. Devin I. Murphy,
       Mr. D. Fleet Wallace and Mr. Rodger D. Young as directors
       of the Company for one-year terms;

  (ii) to adopt an amendment to the Company's amended and restated
       certificate of incorporation to effect a reverse stock
       split of the Company's issued and outstanding common stock
       at an exchange ratio of 1-for-50; and

(iii) to ratify the appointment of Ernst & Young LLP as the
       Company's independent accounting firm for the fiscal year
       ending Dec. 31, 2011.

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company also reported a net loss of $28.61 million on
$378.90 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $58.56 million on
$372.38 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$149.77 million in total assets, $152.74 million in total
liabilities, $98.89 million in preferred stock, and a
$101.85 million total deficit.

The Company said it may seek additional financing prior to the
completion of its review of strategic alternatives.  It is
anticipated that any strategic alternative would include
provisions to extend, retire or refinance the Colony credit
facility at or prior to maturity.  If the Company is unable to
extend, retire or refinance the Colony credit facility prior to
maturity, it could create substantial doubt about the Company's
ability to continue as a going concern for the twelve month period
following the date of these financial statements.  The Company
believes that upon completion of its strategic alternative process
the Company will have sufficient liquidity to operate in the
normal course over the next twelve month period.


HARBOUR EAST: Court Rejects Plan, Orders Conversion to Ch. 7
------------------------------------------------------------
On Dec. 29, 2011, the U.S. Bankruptcy Court for the Southern
District of Florida entered an order denying confirmation of
Harbour East Development, Ltd.'s Third Amended Plan of
Reorganization, filed Nov. 4, 2011, and converting the Debtor's
Chapter 11 case to a case under Chapter 7.

In a separate order also dated Dec. 29, 2011, the Court granted
7935 NBV LLC full and complete stay relief and authorized NBV to
conduct a public foreclosure sale of the Property and to seek
appointment of a receiver pending completion of such sale

A copy of the Dec. 29, 2011 order is available for free at:

      http://bankrupt.com/misc/harboureast.doc596.pdf

A meeting of creditors has been scheduled for Feb. 6, 2012, at
11:30 a.m.  The Debtor's representative must be present at the
meeting to be questioned under oath by the trustee and by
creditors.  Creditors are welcome to attend, but are not required
to do so.  The meeting may be continued and concluded at a later
date specified in a notice filed with the court.

A copy of the Notice of Chapter 7 Bankruptcy Case, Meeting of
Creditors, & Deadlines is available for free at:

         http://bankrupt.com/misc/harboureast.doc598.pdf

Joel Tabas, the duly appointed Chapter 7 Trustee of the Debtor's
estate, pursuant to 11 U.S.C. Sections 105, 363 and 721, has
requested authority to (A) temporarily operate the Debtor's
business until the Property is sold, (B) to employ Frank Guerra
and Altis Real Estate Strategies as Asset Manager; and (C) to use
cash collateral pursuant to a budget.  The Trustee tells the Court
that NBV has agreed and consents to the motion.

                  About Harbour East Development

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.

No creditors' committee has been appointed in the case.  In
addition, no request for the appointment of a trustee or examiner
has been made.

On Nov. 4, 2011, Harbour East filed a Third Amended Plan of
Reorganization and an explanatory disclosure statement explaining
the Plan.  General Unsecured Claims will receive up to 100% of the
principal amount and accrued interest at the Unsecured Cram Down
Rate from the General Unsecured Distribution Reserve.

A copy of the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/harboureast.doc502.pdf

The Plan will be funded by the Debtor forfeited Purchaser Escrow
Deposits, income from rental of Condominium Units, Net Proceeds of
Sale of Condominium Units, the conversion of the Egozi unsecured
claim into equity interests in the Reorganized Debtor, and if
applicable, credits received upon the transfer of property
securing claims to the holders of such claims.


HAWAII MEDICAL: Liliha & 'Ewa Facilities Will Shut Down Next Week
-----------------------------------------------------------------
Honolulu Weekly reports that Hawaii Medical Center closed
emergency rooms at both its Oahu hospitals on Dec. 19, 2011.  Both
HMC East in Liliha and HMC West in 'Ewa will be shutting down
completely over the next few weeks, and when they do, HMC will
cease to exist.

HMC purchased the hospitals from the Catholic St. Francis
Healthcare System in 2007 for $68 million, only to file for
Chapter 11 Bankruptcy 18 months later.  The company emerged
relatively unscathed under a restructuring plan in 2010, but filed
for Chapter 11 protection again in June 2011.

"They just didn't have the financial resources to do the things
that needed to be done," the report quotes HMC spokesperson Kris
Tanahara as saying.

The report notes that, under HMC's restructuring agreement with
St. Francis Hospital, St. Francis had agreed to exchange the
remaining debt for the hospitals' assets.  As it turns out,
though, St. Francis will not resume ownership of the two
hospitals.  "We learned there were a lot of liabilities that HMC
was responsible for," St. Francis spokesperson Nathan Hokama
explained.  "Those liabilities were much more than what St.
Francis could take care of."

The report says sources familiar with the deal speculate that
after the hospitals have relocated their few remaining patients
and closed their doors for good, another company will most likely
purchase the assets.  Meanwhile, EMS vehicles are stretched thin
as they struggle to transport people farther distances in order to
get the help they need, and HMC's 990 employees are all receiving
layoff notices.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HOLDINGS OF EVANS: Can Use Cash Collateral Through Feb. 1
---------------------------------------------------------
Judge Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia has authorized Holdings of Evans LLC,
on an interim basis, to use the cash collateral up to Feb. 1,
2012.

As adequate protection of 2010-1 SFG Venture LLC's interest in the
Cash Collateral, the Debtor will pay all real-property taxes and
insurance when they become due and payable.  In addition, the
Debtor will pay to SFG $26,000 per month as adequate protection
payments.

As additional adequate protection for the Debtor's use of the Cash
Collateral, the Debtor is required to and grants to SPG a first
priority lien, on all post-petition property of the Debtor.  As
additional adequate protection, the Debtor is authorized and
directed to maintain property/casualty insurance coverage at
reasonably adequate levels on all of the Debtor's assets for the
full replacement value and to cause SFG to be named as a "lender
loss payee" on the insurance policy.

The final hearing on the cash collateral motion on Jan. 18, 2012,
at 10:00 a.m.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns an improved real property located at 156 Classic
Road in Athens, Georgia, and is engaged in the business of
operating a hotel commonly known as Candlewood Suites.

Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides
over the case.  Shepard Plunkett Hamilton Boudreaux LLC serves as
the Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538
in assets and $6,784,463 in liabilities as of the Chapter 11
filing.  The petition was signed by GB Sharma, managing member.


HOLDINGS OF EVANS: Can Access $100,000 DIP Financing
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia has
authorized Holdings of Evans, LLC to obtain postpetition financing
from G.B. Sharma of up to $100,000.  G.B. Sharma is the president
and CEO of the Debtor.  The rate of interest to be charged under
the DIP facility is 6% per annum.

All DIP Indebtedness will be immediately due and payable in cash
upon the earliest to occur of: (i) Dec. 31, 2015, or (ii) the
consummation of any sale or other disposition of all, or
substantially all, of the assets of the Debtor.

The Debtor related that its inability to reach a consensual
agreement regarding the use of 2010-1 SFG Venture, LLC's cash
collateral, and the conditions required for the use of cash
collateral upon which SFG insists had made circumstances unlikely
that G.B. Dharma would provide the necessary financing.

In this regard, Mr. Sharma proposed to provide credit pursuant to
these terms:

   1. In lieu of seeking the use the cash collateral of SFG, the
      Debtor seeks to utilize the financing offered by G.B. Sharma
      to pay SFG the value of its cash collateral as of the
      Petition Date and to provide additional financing as needed
      for the Debtor's operations.

   2. In exchange Mr. Sharma seeks first in priority lien against
      the cash collateral assets -- rents, rent equivalents,
      monies payable as damages or in lieu rent or rent
      equivalents, accounts, cash, cash deposits and all other
      collateral of the Debtor.  SFG would retain its first
      priority lien as to all other assets.

   3. As of the Petition Date, the cash collateral of SFG
      consisted of the Bank of America checking account with a
      balance of $20,631, a checking account at Vista Bank with a
      balance of $1,523, and accounts receivable of $28,076.

   4. Within 10 days of the entry of the order approving the
      financing arrangements and grant of a postpetition
      superpriority lien to the extent of the funds advanced to
      the Debtor, Mr. Sharma will pay to SFG the value of cash
      deposits of $22,156; all prepetition accounts receivables
      that have been collected postpetition; all prepetition
      receivable collected subsequent to entry of the order will
      be sequestered in a separate account and paid to SFG within
      10 days of collection.

   5. Payments will extinguish SFG's lien in the cash collateral.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns an improved real property located at 156 Classic
Road in Athens, Georgia, and is engaged in the business of
operating a hotel commonly known as Candlewood Suites.

Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides
over the case.  Shepard Plunkett Hamilton Boudreaux LLC serves as
the Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538
in assets and $6,784,463 in liabilities as of the Chapter 11
filing.  The petition was signed by GB Sharma, managing member.


HOSPITAL DAMAS: Court OKs Fiddler Gonzalez as Special Counsel
-------------------------------------------------------------
Hospital Damas, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to tap Fiddler,
Gonzalez & Rodriguez, P.S.C., as its special counsel to assist its
appointed labor law special counsel, Jorge P. Sala Law offices.

The Debtors wishes to pay Fiddler Gonzalez $200 per hour for
attorneys and $70 per hour for paralegals, plus reimbursement of
expenses.

Alicia Figueroa Llinas, Esq., shareholder at Fiddler Gonzalez,
attests to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                        About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Attorneys at Kilpatrick
Townsend & Stockton LLP, in Atlanta, Ga., represent the Official
Committee of Unsecured Creditors as counsel.


HOWREY LLP: Committee Wants Service to Hispanic Farmers Halted
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Howrey
LLP's bankruptcy case asks the Bankruptcy Court to approve the
rejection of Client Engagement Agreements relating to so-called
Hispanic Farmers Litigation, effective no later than Dec. 31,
2011.

Howrey provided representation to more than 700 Hispanic farmers
with claims against the United States Department of Agriculture.
Approximately 80 of these persons have been named as plaintiffs in
a putative class action styled, Garcia v. Vilsack, Civ. A. No. 00-
2445 (D.D.C.), pending in the U.S. District Court for the District
of Columbia.  A subset of those persons have been named as
plaintiffs in a companion action, Cantu v. United States of
America, Civ. A. No. 1:11CV00541 (D.D.C.), filed in the same
court.  Both the Garcia and Cantu actions are putative class
actions.

In the Garcia Complaint, the plaintiffs alleged that the USDA
routinely discriminated against them in its farm benefit programs
on the basis of ethnicity and gender, and failed to investigate
the claims of farmers who filed discrimination complaints with the
agency at its behest.  The Garcia case was one of four similar
cases filed in the District Court that alleged claims of
discrimination against the USDA based on race, ethnicity or gender
in connection with farm benefit programs.  The other cases were
Pigford v. Glickman, Nos. 97-1978 & 98-1693 (black farmers);
Keepseagle v. Glickman, No. 99-3119 (Native American farmers); and
Love v. Glickman, No. 00-2502 (female farmers; the "Love" case).

The Cantu Complaint seeks a determination that a settlement
proposed by the United States in connection with the Garcia and
Love cases violated the due process and equal protection rights of
Hispanic farmers by, among other things: allocating a smaller fund
for the resolution of such claims for the resolution of the claims
of African-American and Native American farmers (even though the
Hispanic farmer class is larger than either of those classes);
failing to provide for judicial supervision of the settlement
process, as was included in the settlements with the African-
American and Native American classes; and by capping at $50,000
the potential recoveries by each Hispanic farmer (even though
settlement with African-American and Native American farmers was
not limited by any cap if the farmer could meet the specified
evidentiary burden).

In addition to the more than 700 individuals who have signed
engagement agreements with the Debtor, more than 500 additional
persons have been in contact with the Debtor through the past
years regarding potential claims against the USDA.

According to the Committee, the amount at issue in the Hispanic
Farmers Litigation exceeds one billion dollars.  The upside for
counsel who succeeds in obtaining a favorable resolution or
settlement of such litigation could be substantial.  But the
expense also has been -- and could be -- substantial; the
Committee is informed that the Debtor has invested to date roughly
$30 million in legal services and almost $2 million in out-of-
pocket expenses in connection with the Hispanic Farmers
Litigation.

Unfortunately, the Committee says the Debtor no longer can provide
any legal services to its clients.  As of Dec. 22, 2011, the
Debtor has no attorneys in its employ.  In addition, Allan B.
Diamond, the Chapter 11 Trustee in the case, has informed the
Committee that he will imminently file motions to withdraw the
Debtor as legal counsel of record from the Garcia and Cantu
litigations, and the Chapter 11 Trustee will imminently send
letters to all the clients withdrawing from the representations.
Simply put, the absence of any legal staff necessarily precludes
the estate, pragmatically and legally, from continuing its legal
representation of these (or any) clients, the Committee says.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul,
Weiss, Rifkind, Wharton & Garrison.  Representing Howrey is H.
Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley
Rein.

The Official Committee of Unsecured Creditors is represented in
the case by:

         Bradford F. Englander, Esq.
         WHITEFORD, TAYLOR AND PRESTON LLP
         3190 Fairview Park Drive, Suite 300
         Falls Church, VA 22042
         Tel: (703) 280-9081
         Fax: (703) 280-3370
         E-mail: benglander@wtplaw.com

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INNER CITY: Union Wants CBA Protected in Asset Sale
---------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a union
representing on-air staff with Inner City Media Corp., a radio
network geared toward African-Americans, said in New York
bankruptcy court Monday that plans to sell the company's assets
could run afoul of collective bargaining and employee benefit
obligations.

Objecting to Inner City's sale motion in December, the American
Federation of Radio and Television Artists and AFTRA Health and
Retirement Funds asked the bankruptcy court to ensure that
collective bargaining agreements carried over, according to
Law360.

                    About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTERNATIONAL TEXTILE: Amends GE Loan; Borrowings Hiked by $10MM
----------------------------------------------------------------
International Textile Group, Inc., the other borrowers and credit
parties thereto, General Electric Capital Corporation, as agent
and lender, and the other lenders thereto entered into Consent and
Amendment No. 4 to an Amended and Restated Credit Agreement, dated
as of March 30, 2011, by and among the Company, certain of its
U.S. subsidiaries, GE Capital and certain other lenders signatory
thereto.

The Credit Agreement Amendment provides the Company with
additional available liquidity through an increase of $10.0
million in revolving loan commitments under the Credit Agreement,
with the availability thereunder remaining subject to the
borrowing base limitations contained in the Credit Agreement.
Also pursuant to the Credit Agreement Amendment, WLR Recovery Fund
IV, L.P., the Company and GE Capital entered into a fourth amended
and restated support agreement.  Pursuant to the Support
Agreement, Fund IV agreed to provide a standby letter of credit in
the amount of $20.0 million, which can be drawn upon by the
lenders under the Credit Agreement upon the occurrence of certain
events, including if the Company's excess availability falls below
certain predefined levels.  Upon the effectiveness of the Support
Agreement, the previously existing obligation of Fund IV and
certain other affiliates of Wilbur L. Ross, Jr., the chairman of
the board of the Company to provide funding in amounts of up to
$15.0 million if the Company's availability fell below certain
predefined levels, if requested by the lenders under the Credit
Agreement, was terminated.

The WLR Affiliates collectively owned approximately 92% of the
Company's total voting power on a fully diluted basis as of
Dec. 31, 2011.

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

The Company reported a net loss of $46.30 million on
$616.13 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $216.97 million on $659.26 million of
net sales during the prior year.

The Company also reported a net loss of $40.26 million on
$527.45 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $30 million on $466.35 million
of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$486.71 million in total assets, $631.21 million in total
liabilities and a $144.50 million total stockholders' deficit.


JAMESON INN: Asked for Jan. 11 Deadline for Schedules
-----------------------------------------------------
JERlJameson Properties LLC, JER/Jameson Properties NC LP, and
JERlJameson GP LLC filed a second motion further extending the
time to file their schedules of assets and liabilities and
statements of financial affairs through and including Jan. 11,
2012.

Curtis A. Hehn, at Pachulski Stang Ziehl & Jones LLP, submits that
the Debtors' ability to timely file the Schedules and Statements
has been impacted by prior delays associated with obtaining
information from Park Management Group LLC (PMG), and all-
encompassing litigation with Colony that has diverted
substantially all of the Debtors' limited resources.  Entry of the
Dismissal Order also has made it more difficult for the Debtors to
retain professionals to prepare their Schedules and Statements.
Nonetheless, the Debtors are working to complete their Schedules
and Statements as soon as possible.

                         About Jameson Inn

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.  Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JEFFREY L. MILLER: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jeffrey L. Miller Investments, Inc.
          dba Dollar Store Busch, LLC
        3218 W. Azeele Street
        Tampa, FL 33609

Bankruptcy Case No.: 12-00036

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $6,631,364

Scheduled Liabilities: $5,857,294

The Company?s list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-00036.pdf

The petition was signed by Jeffrey L. Miller, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Orange Rose, LLC                      11-24856            10/15/11


JENNE HILL: Seeks to Employ Bryan C. Bacon, Esq., as Attorney
-------------------------------------------------------------
Jenne Hill Townhomes, LLC, seeks permission from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Bryan C. Bacon, Esq., and the firm of Van Matre, Harrison, Hollis,
and Taylor, P.C., as attorney.

As attorney, Mr. Bacon will:

   (a) give the Debtor legal advise with respect to its powers and
       duties as Debtor in the management of its property;

   (b) take necessary action to prevent the foreclosure of liens
       against the Debtor's property and enable the Debtor to
       successfully file and carry out a Plan of Reorganization or
       Liquidation pursuant to Chapter 11 of the Bankruptcy Code;

   (c) prepare on behalf of the Debtor necessary applications,
       answers, orders, reports and other legal papers; and

   (d) perform all other legal services for the Debtor which may
       be necessary.

The Debtor will pay Mr. Bacon at an hourly rate of $195.

To the best of the Debtor's knowledge, Mr. Bacon and the firm of
Van Matre, Harrison, Hollis, and Taylor, P.C., represent no
interest adverse to the Debtor or the estate in matters upon which
they are to be engaged.

Mr. Bacon can be contacted at:

         Bryan Bacon, Esq.
         VAN MATRE HARRISON HOLLIS & TAYLOR P.C.
         1103 E. Broadway
         P.O. Box 1017
         Columbia, MO 65201
         Tel: (573) 874-7777
         Fax: (573) 875-0017
         E-mail: bryan@vanmatre.com

Jenne Hill Townhomes, L.L.C., filed for Chapter 11 bankruptcy
(Bank. W.D. Mo. Case No.11-22129) on Dec. 22, 2011.  The Company
estimated assets of $10 million to $50 million and estimated debts
of $1 million to $10 million.  The petition was signed by Fredd
Spencer, manager.


LAGRAVE RECONSTRUCTION: Sec. 341 Creditors' Meeting on Feb. 10
--------------------------------------------------------------
The United States Trustee in Dallas, Texas, will hold a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of LaGrave Reconstruction Company, L.L.C., on Feb. 10, 2012, at
2:30 p.m. at FTW 341 Rm 7A24.

Proofs of claim are due in the case by May 10, 2012.

LaGrave Reconstruction Company L.L.C., owner of the LaGrave Field
outdoor baseball stadium located just north of downtown Fort
Worth, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex.
Case No. 12-40099) on Jan. 2, 2012, to halt a planned foreclosure
of the stadium.  The Fort Worth Cats minor league baseball team
played at the stadium.  LaGrave Reconstruction estimated assets
and debts of between $10 million and $50 million.  Judge D.
Michael Lynn presides over the case.  The Debtor is represented by
J. Robert Forshey, Esq., at Forshey & Prostok, LLP.  Lender Amegy
Bank is represented by J. Frasher Murphy, Esq., and Matthew
Ferris, Esq., at Winstead PC.


LAGRAVE RECONSTRUCTION: Seeks Mediation With Amegy Bank
-------------------------------------------------------
LaGrave Reconstruction Company L.L.C. asks the Bankruptcy Court to
refer parties to mediation.

LaGrave Reconstruction's baseball stadium is subject to a first
lien security interest in favour of Amegy Bank N.A. pursuant to a
deed of trust to secure notes executed and delivered by Carl W.
Bell and Linda M. Bell, and payable to Amegy for $12.5 million.
Certain of the notes are in default and the property was posted
for foreclosure.  The Debtor, the Bells and Amegy have engaged in
extensive negotiations to restructure the debt and the Debtor is
confident a settlement can be reached.  The Debtor believes the
most cost-effective avenue for reaching a settlement with Amegy is
through mediation.

LaGrave Reconstruction Company L.L.C., owner of the LaGrave Field
outdoor baseball stadium located just north of downtown Fort
Worth, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex.
Case No. 12-40099) on Jan. 2, 2012, to halt a planned foreclosure
of the stadium.  The Fort Worth Cats minor league baseball team
played at the stadium.  LaGrave Reconstruction estimated assets
and debts of between $10 million and $50 million.  Judge D.
Michael Lynn presides over the case.  The Debtor is represented
by:

          J. Robert Forshey, Esq.
          FORSHEY & PROSTOK, LLP
          777 Main St., Suite 1290
          Ft. Worth, TX 76102
          Tel: 817-877-8855
          E-mail: jrf@forsheyprostok.com

Lender Amegy Bank is represented by:

          J. Frasher Murphy, Esq.
          Matthew Ferris, Esq.
          WINSTEAD PC
          5400 Renaissance Tower
          1201 Elm St., Suite 5400
          Dallas, TX 75270
          Tel: 214-745-5170
          Fax: 214-745-5390
          E-mail: fmurphy@winstead.com
                  mferris@winstead.com


LE-NATURE'S INC: Former Exec. Gets 15 Years for $668MM Scam
-----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that a former top
executive of Le-Nature's Inc. was sentenced Tuesday to 15 years in
prison for his role in the bankrupt beverage maker's $668 million
accounting fraud.

Law360 relates that Robert B. Lynn's sentence -- handed down to
the former Le-Nature's chief revenue officer by U.S. District
Judge Alan N. Bloch -- was the second-longest prison term handed
out in the wake of the massive fraud.

                        About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represent
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEHMAN BROTHERS: Proposes to Sell Stake in Wilton RE Holdings
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to sell their stake in Wilton
Re Holdings Limited.

LBHI, which invested as much as $300 million in Wilton, owns
approximately 25% of the outstanding shares of the reinsurance
holding company.

Lehman proposed to sell its shares to Wilton at $69 per share or
more than $390.2 million, according to court papers.

The sale is subject to closing conditions including approval or
authorization from the bankruptcy court and certain government
agencies.  Wilton must also be satisfied with the feedback from
rating agencies concerning the closing of the sale.

The proposed sale is formalized in a 14-page agreement dated
December 20, 2011, a copy of which is available without charge
at http://bankrupt.com/misc/LBHI_SaleWiltonStake.pdf

In court papers, Jack McCarthy Sr., managing director of Alvarez
& Marsal Financial Industry Advisory Services LLP, said the
proposed sale is the "most efficient" means for Lehman to
maximize the value of its investment.  He pointed out that
Wilton's offer is "above market" and that it is unlikely that
Lehman will receive a better offer if it holds an initial public
offering for the shares.

A sale of the Lehman shares to another buyer will also require
the approval of Wilton's Board of Directors, and will trigger a
right of first refusal for the reinsurance holding company and
any other shareholders, according to Mr. McCarthy.

David Descoteaux, managing director of Lehman's investment banker
Lazard Freres & Co. LLC, also expressed support for approval of
the sale.

Judge James Peck will hold a hearing on January 11, 2012, to
consider approval of the proposed sale.  The deadline for filing
objections is January 4, 2012.

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Settles With Merrill Lynch Over Fla. Properties
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. have filed a motion seeking approval of a deal
with Merrill Lynch Portfolio Management Inc. to settle their
dispute over real properties in Florida.

The dispute ensued after Merrill Lynch asked the Lehman units to
release their security interests in five multi-family housing
projects as part of its plan to sell the real properties.

The real properties include the Brampton Court Apartments in
Broward County, the Village Lakes Apartments in Seminole County,
the Waterman's Crossing Apartments in Hillsborough County, and
the Brittany Bay Apartments and Mariners Pointe Apartments in
Pinellas County.

Merrill Lynch holds debt instruments secured by senior mortgages
on the real properties while the Lehman units hold junior liens
on those properties.

Under the proposed deal, Lehman and its special financing unit
agreed to release their security interests in exchange for
getting a portion of the proceeds from the sale of the Florida
properties.  The deal is formalized in a 20-page settlement
agreement, a copy of which is available without charge at:

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

The hearing to consider approval of the proposed settlement is
scheduled for January 11, 2011.  The deadline for filing
objections is January 4, 2012.

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wants Six-Month Stay of 50 Lawsuits
----------------------------------------------------
Lehman Brothers Holdings Inc. and the Official Committee of
Unsecured Creditors ask the Court to grant them another six-month
stay on more than 50 lawsuits.

In a joint motion, the company and the Creditors' Committee
proposed to extend the stay to July 20, 2012, to allow them to
settle the lawsuits, which the company filed in 2010 to recover
more than $3 billion.

Lehman filed the lawsuits to recover funds that had been
transferred to counterparties in more than 200 transactions it
entered into prior to its bankruptcy filing.

The motion also seeks to extend the deadline for completing
service of summons and complaints on the defendants to March 30,
2012.

The hearing on the motion is scheduled for January 11, 2012.  The
deadline for filing objections is January 4, 2012.

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LOS ANGELES DODGERS: Settles Dispute With Ex-CRO G. Wharton
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Los Angeles Dodgers settled disputes with former
Chief Operating Officer Geoffrey Wharton about the termination of
his employment.

The report relates that Mr. Wharton took the title of COO in
August 2009.  Soon after the Dodgers filed under Chapter 11 in
June, Mr. Wharton and the team mutually agreed for him to leave
the club, court papers say.  Mr. Wharton was claiming entitlement
to $1 million in bonuses plus compensation after July. All told,
Mr. Wharton filed a claim for $7.5 million.

Admitting Mr. Wharton earned a $1 million bonus, the club agreed
to settle by paying $1 million in satisfaction of all of Mr.
Wharton's claims.  The compromise will come to bankruptcy court
for approval on Jan. 25.

The Dodgers believes the team is solvent and intends to pay all
creditors in full.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: MLB's Torre Resigns to Join Bidding
--------------------------------------------------------
The Associated Press reports former baseball player Joe Torre
resigned Wednesday as Major League Baseball's executive vice
president for baseball operations to join a group trying to buy
the Los Angeles Dodgers.  Torre managed the Dodgers from 2008-10,
then retired and was hired by MLB in February 2011 as a top aide
to Commissioner Bud Selig.  He is part of a group headed by real
estate developer Rick Caruso.

The Dodgers auction must be completed by April 30.  Bids are due
later this month.

Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that other expected bidders are Dallas Mavericks owner
Mark Cuban, Former Dodgers stars Orel Hershiser and Steve Garvey,
Lakers' Hall of Famer Magic Johnson, and Steven A. Cohen, the head
of hedge-fund firm S.A.C. Capital Advisors who eyed a stake in the
New York Mets last year before the Mets decided against it.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: To Settle "Next 50" Developer Claims for $1MM
------------------------------------------------------------------
The Los Angeles Dodgers seeks Bankruptcy Court approval to settle
payment obligations to real-estate developer Geoffrey Wharton for
$1 million.  The Dodgers hired Mr. Wharton in April 2009 for the
$500 million Dodger Stadium redevelopment project, dubbed the
"Next 50."  The 2009 season marked the 50th anniversary of the
Dodgers' 1959 World Series championship and nearly 50 years since
the stadium's opening brought baseball to the West in 1962.  Mr.
Wharton worked on the World Trade Center site's master plan and
the redevelopment of Rockefeller Center.

Due to the recession and other economic factors, work on the "Next
50" project slowed in mid-2009 and ceased completely by the end of
2009.  Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy
Review, reports that after that, the Dodgers were left with a $1
million per year real-estate developer, but instead of terminating
Mr. Wharton with the project, the team decided to make him its
chief operating officer and continued paying him the salary plus
bonuses.

Ms. Gleason relates that when the Dodgers filed for bankruptcy in
June 2011, the team and Mr. Wharton mutually decided to terminate
his employment.  But the Dodgers still owe him $7.5 million on his
contract and $250,000 in salary for the second half of 2011, Mr.
Wharton claims.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


MEDCOM CORRECTIONAL: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Medcom Correctional Services, Inc.
        1061 Riverside Avenue, Suite 200
        Jacksonville, FL 32202

Bankruptcy Case No.: 12-00007

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: James H. Post, Esq.
                  SMITH HULSEY & BUSEY
                  225 Water Street, Suite 1800
                  Jacksonville, FL 32202
                  Tel: (904) 359-7700
                  E-mail: jpost@smithhulsey.com

                         - and ?

                  Leanne McKnight Prendergast, Esq.
                  SMITH HULSEY & BUSEY
                  225 Water Street, Suite 1800
                  Jacksonville, Fl 32202
                  Tel: (904) 359-7802
                  E-mail: lprendergast@smithhulsey.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its two largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb12-00007.pdf

The petition was signed by Bryan Simpson, Jr., director.


MEDICAL COST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Medical Cost Containment Services, Inc.
          aka Medcom
        1061 Riverside Avenue, Suite 200
        Jacksonville, FL 32204

Bankruptcy Case No.: 12-00006

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: James H. Post, Esq.
                  SMITH HULSEY & BUSEY
                  225 Water Street, Suite 1800
                  Jacksonville, FL 32202
                  Tel: (904) 359-7700
                  E-mail: jpost@smithhulsey.com

                         - and ?

                  Leanne McKnight Prendergast, Esq.
                  SMITH HULSEY & BUSEY
                  225 Water Street, Suite 1800
                  Jacksonville, Fl 32202
                  Tel: (904) 359-7802
                  E-mail: lprendergast@smithhulsey.com

Debtor?s
Special Counsel:  BLEDSOE, JACOBSON, SCHMIDT, WRIGHT & WILKINSON

Estimated Assets: $500,001 to $1,000,000

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

The Company?s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb12-00006.pdf

The petition was signed by Bryan Simpson, Jr., chief executive
officer.


MERCHANTS MORTGAGE: Taps Laufer and Padjen as Insolvency Counsel
----------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Laufer and Padjen LLC as insolvency counsel.  Laufer and Padjen
will:

   (a) consult with and advise the Debtor regarding all matters
       pertaining to the Chapter 11 case;

   (b) assist the Debtor in obtaining confirmation of Debtor's
       Prepackaged Plan of Reorganization;

   (c) prepare all schedules, reports, pleadings, motions and
       other documents as may be required in the Chapter 11 case,
       including any amendments to the Plan and related disclosure
       statement;

   (d) attend all hearings and correspond/meet with all creditors
       and interested parties as is necessary to further the
       reorganization of the Debtor; and

   (e) perform all other legal services for Debtor which may be
       necessary.

Joel Laufer's hourly rate is $375 and Robert Padjen's hourly rate
is $300.  The Law Firm charges $60 per hour for paralegal services
and $75 per hour for law clerk services.  The Debtor agrees to
reimburse Laufer and Padjen for necessary costs and expenses it
incurred.

To the best of Debtor's knowledge, the Law Firm represents no
interest adverse to Debtor or Debtor's estate relating to the
matters for which it will be engaged and the Law Firm is
a disinterested person as required by the Bankruptcy Code

The Law firm can be reached at:

                  Joel Laufer, Esq.
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.com

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MERCHANTS MORTGAGE: Seeks to Employ Anton Collins as Accountants
----------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Anton, Collins and Mitchell, LLP, as accountants.  Anton Collins
will represent the Debtor with respect to audit, tax and
accounting services and perform any other services necessary.

The professionals primarily responsible for providing services to
the Debtor and their hourly rates are:

          Greg Anton (engagement partner)       $335
          Stacey Heckert (audit partner)        $335
          Dave Taylor (tax partner)             $330
          Dave Hallett (audit manager)          $200
          Jessica Schmitt (audit senior)        $155
          Leah Lemke (tax manager)           $165 - $225
          Scott Grimm (tax manager)          $165 - $225
          Emily White (tax senior)           $105 - $115

The Debtor agrees to reimburse Anton Collins for all reasonable
expenses and necessary costs it incurred in connection with its
representation.

To the best of Debtor's knowledge, the firm represents no interest
adverse to Debtor or Debtor's estate relating to the matters for
which it will be engaged and the firm is a disinterested person as
required by the Bankruptcy Code.

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MERCHANTS MORTGAGE: Taps Hunton & Williams as Tax Counsel
---------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Hunton & Williams LLP as its special counsel to render
representation of the Debtor with respect to all tax related
matters and perform any other legal services necessary.

The attorneys primarily responsible for providing services to the
Debtor and their hourly rates are:

          George C. Howell, III, Esq.     $795
          K.A. Sibley                     $500

The Debtor agrees to reimburse Hunton & Williams for all
reasonable and necessary costs and expenses it incurred in
connection with its representation.

To the best of Debtor's knowledge, the Law Firm does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate relating to the matters for which it will be employed.

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MERCHANTS MORTGAGE: Seeks to Hire Schlueter as Securities Counsel
-----------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Schlueter & Associates, P.C., as special counsel.  The law firm
will represent the Debtor with respect to all matters relating to
the application of and compliance with applicable securities laws.

The attorneys primarily responsible for providing services to the
Debtor and their respective hourly rates are:

                Henry F. Schlueter, Esq.   $340
                David Stefanski, Esq.      $295

The Debtor agrees to reimburse Schlueter & Associates for all
reasonable and necessary expenses it incurred.

To the best of Debtor's knowledge, the Law Firm does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate relating to the matters for which it will be engaged.

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MERCHANTS MORTGAGE: Taps Greenberg Traurig as Regulatory Counsel
----------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Greenberg Traurig, LLP, as special counsel to represent the Debtor
with respect to all regulatory matters.

The attorneys primarily responsible for providing services to the
Debtor and their respective hourly rates are:

              Gil Rudolph, Esq.      $675
              Rick Lopez, Esq.       $240

The Debtor will reimburse Greenberg Traurig for all reasonable and
necessary costs and expenses it incurred in connection with its
representation.

To the best of Debtor's knowledge, the Law Firm does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate relating to the matters for which it will be engaged.

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MERCHANTS MORTGAGE: Hires Shimel & Bulow as General Counsel
-----------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, seeks permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Shimel & Bulow, LLC, as special counsel to represent it with
respect to general corporate matters.

The attorneys primarily responsible for providing services to the
Debtor and their respective hourly rates are:

              Lisa K. Shimel, Esq.    $270
              Ephraim Bulow, Esq.     $250

The Debtor will reimburse Shimel & Bulow for all reasonable and
necessary costs and expenses it incurred in connection with its
services.

To the best of Debtor's knowledge, the Law Firm does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate relating to the matters for which it will be engaged.

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MF GLOBAL: Sold Assets to Goldman in Haste Pre-Bankruptcy
---------------------------------------------------------
Lauren Tara LaCapra and Matthew Goldstein, writing for Reuters,
report that two former MF Global employees with direct knowledge
of the transactions said MF Global unloaded hundreds of millions
of dollars' worth of securities to Goldman Sachs on Oct. 27, just
days before its bankruptcy filing.  One of the employees said the
transaction was cleared with JPMorgan Chase & Co., MF Global's
clearing firm and lender.  One of the sources also said MF Global
did not immediately receive payment from JPMorgan.

Reuters notes the hastily crafted transactions and the seeming
inability of MF Global to recoup some of the money in the sale to
Goldman may start to explain why so much money remains unaccounted
for at the futures firm.  According to Reuters, it is unclear what
type of assets Goldman bought from MF Global, but the securities
were worth hundreds of millions of dollars, the former employees
said.  The sources spoke on the condition of anonymity.

According to Reuters, one of the former MF Global employees also
disclosed that, at the same time MF Global was selling securities
to Goldman to raise badly needed cash, it was also drawing down a
$1.2 billion revolving line of credit it had with JPMorgan.

Reuters reports that JPMorgan spokeswoman Mary Sedarat said the
bank did not withhold money because of the line of credit.  She
declined further comment on details of the transactions.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm was also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

An official committee of unsecured creditors has been named in the
case.

Louis J. Freeh has been appointed as Chapter 11 trustee for the
Debtors.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  U.S. regulators are investigating about $633 million
missing from MF Global customer accounts.

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


MF GLOBAL: New Debtors Winding Down Former Businesses
-----------------------------------------------------
Three affiliates of MF Global Holdings Ltd. filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code with
the U.S. Bankruptcy Court for the Southern District of New York
on December 19, 2011.

MFGH is the ultimate parent of the recently-filed debtors MF
Global Capital LLC, MF Global FX Clear LLC and MF Global Market
Services, LLC.  MFGH and MF Global Finance USA Inc. filed for
bankruptcy protection on October 31, 2011.

Laurie R. Ferber, general counsel of MF Global Holdings Ltd. and
Executive Vice President of MF Global Finance USA Inc., relates
that the New Debtors were unregulated entities that conducted
primarily over-the-counter business in commodities, foreign
exchange, credit default swaps and interests rates.

Specifically, MF Global Capital LLC entered into foreign exchange
transactions on a matched principal basis and provided over-the-
counter foreign exchange, prime brokerage and energy commodity
and credit default swaps brokerage services to customers and
affiliates.  MF Global FX Clear LLC provided foreign exchange
execution and clearing services via an electronic trading
platform to customers and affiliates and entered into these over-
the counter foreign exchange transactions on a matched principal
basis.  MF Global Market Services LLC entered into matched
principal based over-the-counter trading of energy and
agricultural products with clients, financial institutions and
affiliated companies.

The commencement of the Initial Debtors' Chapter 11 cases
severely impacted the New Debtors, says Ms. Ferber.  Since the
Initial Petition Date, the New Debtors have discontinued their
operations and are winding down their former businesses, she
discloses.  To avoid the depletion of assets with no attendant
benefit, the New Debtors filed voluntary petitions in the Court
for relief under the Bankruptcy Code, she tells the Court.

The units sought Chapter 11 protection after a decision by Louis
Freeh, Chapter 11 Trustee for MFGH and MFGF's bankruptcy cases,
Tiffany Kary of Bloomberg News reported.

"People had threatened to take action and seize assets of the
three units so Mr. Freeh decided to put additional subsidiaries
into bankruptcy," explained Lorenzo Marinuzzi, Esq., at Morrison
& Foerster LLP, in New York, counsel for the Chapter 11 trustee,
Bloomberg relayed.

More are likely to enter bankruptcy in January, Mr. Marinuzzi
told Judge Martin Glenn at a hearing held on first day motions
held on December 19, 2011, Bloomberg added.

Mr. Marinuzzi continued that one of the units has $6.3 million in
cash, related to the termination of its own trades, Bloomberg
noted.  They are unregulated entities not subject to the rules of
the Securities Investor Protection Act, which authorized the
takeover of the company's main operating unit, now liquidating in
a separate court proceeding, the report cited.  The money is
believed to be related to house accounts, and not that of
customers, the lawyer added, the report noted.

Lawyers also told Judge Glenn that customers' rights will be
protected, according to Bloomberg.  Brian Matsumoto, Esq., a
lawyer for the U.S. Department of Justice, disclosed that the New
Debtors hold $22.4 million, the report relayed.

Ms. Ferber disclosed that the New Debtors had consolidated assets
and liabilities, as of the quarterly period ended September 30,
2011, of approximately $146 million and $112 million.

The New Debtors do not have any shares of stock, debentures, or
other securities that are publicly held.  The New Debtors do not
own, lease or otherwise hold any premises.

A copy of MF Global's organizational structure is available for
free at http://bankrupt.com/misc/MFGlobalOrganizationalChart.pdf

A copy of the location of the New Debtors' substantial assets,
the location of their books and records, and the nature,
location, and value of any assets held outside the territorial
limits of the United States is available for free at:

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

There are no actions or proceedings, pending or threatened,
against the Debtors or their property where a judgment
against the Debtors or a seizure of its property may be imminent.

The New Debtors' officers are:

  * Laurie R. Ferber -- MF Global Holdings Ltd.'s General
    Counsel and Executive Vice President of the New Debtors.

  * Bradley I. Abelow -- MFGH's President and Chief Operating
    Officer and the President of the New Debtors.

  * Henri J. Steenkamp -- MFGH's Chief Financial Officer and
    Executive Vice President of the New Debtors.

The estimated amount, on a consolidated basis, to be paid to the
New Debtors' employees for the 30-day period following the New
Petition Date is approximately $0 and the estimated amount, on a
consolidated basis, to be paid to the Debtors' officers,
stockholders, and directors for that same period is $0

To enable the New Debtors to continue to wind down efficiently
their operations following the chapter 11 filings, Louis J.
Freeh, Chapter 11 Trustee for the Initial Debtors, will request
various types of relief in First-Day Motions filed with the Court
concurrently herewith.

                       Joint Administration

The New Debtors sought and obtained the joint administration of
their Chapter 11 cases with the jointly administered Chapter 11
cases of the Initial Debtors.

                    Application of Certain Orders
                          to New Debtors

The Chapter 11 Trustee asks Judge Glenn to make applicable
certain orders entered in the Initial Debtors' Chapter 11 case to
the New Debtors' Chapter 11 cases, including:

(A) authorizing the Debtors to prepare a consolidated list of the
   top 50 unsecured creditors in lieu of a creditor matrix;

(B) approving the Debtors' retention of The Garden City Group,
   Inc. as claims and noticing agent;

(C) appointing a Chapter 11 Trustee;

(D) granting an extension of time to file schedules and
   statements of financial affairs; and

(E) implementing certain notice and case management procedures.

                      Cash Management System

The Chapter Trustee sought and obtained the Court's permission,
on an interim basis, for the New Debtors to:

  (i) continue using existing bank accounts, cash management
      system, and business forms and checks; and

(ii) continue intercompany transactions among the New Debtors
      and non-debtor affiliates and according superpriority
      status to all postpetition intercompany claims.

The Chapter Trustee, however, does not intend to disburse cash
from the New Debtors accounts in the next 30 days, as his
professionals investigate the nature and ownership of those
funds.

                     Employee Obligations

As of the New Debtors' Petition Date, all domestic MF Global
subsidiaries and affiliates employ approximately 240 employees,
five of whom approximately six are Employees of the Debtors and
two are Employees of just the New Debtors.

The Chapter 11 Trustee sought and obtained the Court's
permission, on an interim basis, to pay, continue, or otherwise
honor various Prepetition Employee Obligations to or for the
benefit of the New Debtors' Employees for compensation and
expense reimbursements under the benefit programs.  The Chapter
11 Trustee is authorized to pay unpaid compensation owed to the
Employees, provided that no individual Employee will receive
payment exceeding $11,725.

The Court will consider final approval of the Cash Management and
Employee Obligations Motion on January 19, 2012.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Wins Nod to Use Up to $21.3MM in Cash Collateral
-----------------------------------------------------------
Judge Martin Glenn allowed Louis J. Freeh, Chapter 11 trustee of
MF Global Holdings Ltd. and MF Global Finance USA Inc.'s
bankruptcy cases to continue using up to $21.3 million in cash
collateral securing their indebtedness to JPMorgan Chase & Co.

The funds will be used to pay for operations, including payment
of fees to the trustee overseeing the liquidation of MF Global
Inc. under the Securities Investor Protect Act and other
professionals involved in the firm's wind-down.

The ruling, according to The Wall Street Journal, came after MF
Global satisfied the concerns of several parties, including
JPMorgan, which houses the funds.

Judge Glenn approved the use of the collateral, accepting
language changes protecting the rights of creditors and brokerage
customers, as well as a budget that spells out how MF Global can
use the funds, the Journal related.  Judge Glenn had approved the
use of some, approximately $8 million, of the cash collateral at
MF Global's first-day bankruptcy hearing.

"The funds in the account presumptively belong to the debtor,"
Judge Glenn held.  The court's ruling on the request to use the
cash collateral was delayed because parties disputed the
ownership of the cash collateral -- particularly on whether the
funds belonged to the debtors or to MF Global's customers.

Judge Glenn overruled an objection by the Commodity Customer
Coalition, which called for only $10 million of the cash
collateral to be made available immediately with the rest of it
held back for a later time, the Journal related.

The Journal further related that one of the overarching problems
many parties had with the cash collateral request is an estimated
shortfall of $1.2 billion in the brokerage accounts of individual
MF Global customers.  Those customers, some of which are
represented by the CCC, contended that there is no way to know
whether some of the cash collateral is actually money that should
be owed to customers, the report recalled.

During the hearing, Judge Glenn told a lawyer for the CCC that
there was no proof that any of the money covered by the cash
collateral belonged to customers, a contention the lawyer agreed
with, the Journal said.

A lawyer for the trustee overseeing MF Global also said there was
no evidence that any of the funds on deposit included customer
property, the Journal added.

Pursuant to the Final Cash Collateral Order, the Chapter 11
Trustee's use of Cash Collateral to fund expenditures of the
Debtors is in accordance with the Budget, a schedule of which is
available for free at:

  http://bankrupt.com/misc/MFGlobal_Dec14CashCollBudget.pdf

The Chapter 11 Trustee will not be authorized to use any Cash
Collateral to fund (i) MF Global Inc., (ii) any foreign non-
Debtor entity unless with the prior consent of JPMorgan, and
(iii) any investigation of or any action or proceeding against
JPMorgan or adverse to any lien, claim or interest, if any, it
may hold or assert.

As adequate protection to the use of Cash Collateral, JPMorgan
will receive superpriority claims and adequate protection liens.

JPMorgan also will be entitled to cash payments in reduction of
the principal amount of its asserted Setoff Claim from time to
time: (a) $4 million upon entry of the Final Cash Collateral
Order; (b) if on or after the Petition Date the Debtors' estates
will have received an aggregate of $2.5 million in Cash Receipts,
then an amount equal to 25% of Cash Receipts as and when
thereafter received by the Debtors' estates;  and (c) 100% of the
proceeds of any postpetition financing extended to the Debtors'
estates, up to the balance of the Setoff Claim.

A full-text copy of the Final Cash Collateral Order is available
for free at:

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

In an accompanying memorandum of opinion, Judge Glenn
acknowledged that the Chapter 11 Trustee's need for the use of
cash collateral is obvious.  Expenses of operating the Debtors'
estate -- and, thus, the need for cash -- has been significantly
and prudently reduced, according to Judge Glenn

In light of public disclosures concerning MF Global, including
those of James W. Giddens, trustee for the liquidation of the
business of MFGI, the CCC's speculation may (or may not) turn out
to have some basis in fact, but it has not been established so
far and certainly does not overcome the legally recognized
presumption that the funds in the MFGF account are property of
the Debtors, the bankruptcy judge held.  "The Court will not make
any determination at this time of the ultimate property rights to
the funds in the account.  The proposed cash collateral order
recognizes that no final determination is being made at this
time," the bankruptcy judge stated.

The record further establishes that the negotiation of the final
cash collateral order was conducted in good faith, entitling JPMC
to the good faith finding under Section 364(e) of the Bankruptcy
Code included in the order, the bankruptcy judge determined.  The
bankruptcy judge further noted that the proposed order fully
preserves the rights of all parties-in-interest if it is later
determined that as of the Petition Date the funds in the JPMorgan
account were not property of the estate or were subject to a
constructive trust or equitable lien in favor of any former
customer of MFGI.

The Court however determined that it will not permit the CCC to
take formal discovery at this time.  The bankruptcy judge
recognized that the SIPA Trustee and the Chapter 11 Trustee --
along with investigators and lawyers from the Federal Bureau of
Investigation, the U.S. Department of Justice, the Securities and
Exchange Commission, the Commodity Futures Trading Commission,
and perhaps other agencies -- "are laboring under enormous strain
from the collapse of MF Global and are fully engaged in their own
investigations.".  Nonetheless, Judge Glenn directed the Chapter
11 Trustee to undertake a limited investigation and report to the
Court on whether the funds on deposit in the MFGF account at
JPMorgan, as of the Petition Date, included "customer property,"
and if so, how much.  A preliminary report can be filed with the
Court on or before February 13, 2012.

A full-text copy of the Memorandum of Opinion dated Dec. 14, 2011
is available for free at:

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

Before entry of the Cash Collateral Order, Judge Glenn approved a
stipulation extending the Debtors' period to use JPMorgan's cash
collateral from December 9, 2011 to December 14, 2011.

A copy of the Debtors' proposed 13-week forecast of the expected
use of cash collateral is available for free at:

  http://bankrupt.com/misc/MFGlobal_Dec9CashCollBudget.pdf

JPMorgan has not consented to the proposed 13-week forecast and
reserved all of its rights with respect to the forecast.

To resolve objections to the Cash Collateral Motion, the Chapter
11 Trustee submitted to the Court a revised proposed Final Cash
Collateral order negotiated among the Chapter 11 Trustee, JP
Morgan, and the Official Committee of Unsecured Creditors.  The
revised proposed Final Cash Collateral Order fully preserves the
rights of all parties-in-interest if it is later determined that
as of the Petition Date the funds were not property of the estate
or were subject to a constructive Trust and that JPMorgan thus
held no valid right of setoff with respect to the Funds.  The
Chapter 11 Trustee also negotiated with JPMorgan the Budget.

Counsel to the Chapter 11 Trustee, Evelyn J. Meltzer, Esq., at
Pepper Hamilton LLP, in Wilmington, Delaware, asserted that entry
of the Proposed Final Order will not preclude the Court from
fashioning an appropriate remedy should any Customer later come
forth with the evidence necessary to rebut the presumption and
secure a final order determining that the funds, or any portion
thereof, were not property of the Debtors' estates as of the
Petition Date.  She insisted that the Customers have failed to
provide the Court with any actual evidence in support of their
position that the funds do not belong to the Debtors' estates.

In support of the Chapter 11 Trustee's reply, William J. Nolan,
senior managing director with FTI Consulting, Inc., the Debtors'
financial advisor, disclosed that as of the Petition Date, MF
Finance held funds in the amount of $25,329,479 in its account
no. 000000400933683 at the New York branch of JPMorgan.  The
Account is titled in the name of Man Group Finance Inc., which is
now known as MF Global Finance USA Inc., Mr. Nolan said.

For his part, the SIPA Trustee told Judge Glenn that no factual
record exists that would permit a definitive answer to questions
whether certain property in an MFGH proprietary account at
JPMorgan might be MFGI customer property or the proceeds thereof
or explain how MFGI customer property could have ended up in a
proprietary account of MFGH at JPM.  Counsel to the SIPA Trustee,
James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, said an investigation and report will take place as
promtply as possible and will focus intensively on the MFGI
customer property shortfall.  In light of the broad reservation
of rights set forth in the proposed order, the SIPA Trustee does
not object to entry of the proposed Cash Collateral Order.

On behalf of the Creditors' Committee, Martin J. Bienenstock,
Esq., at Dewey & LeBoeuf LLP, in New York, asserted that even if
the Objectors can prove that customer funds account for some or
all of the $26 million, the negotiated cash collateral order does
not prejudice the rights of the Objectors to assert any liens or
rights to setoff or the validity, priority or perfection thereof
under applicable law or any challenge of the intercompany claims
of the Debtors against MFGI at a later date after the entry of
the Proposed Final Cash Collateral Order, which will not
foreclose on any recoupment by the Objectors of the full $26
million.

Charles O. Freedgood, managing director at JPMorgan, discloses
that as of October 31, 2011, JPMorgan held claims against MF
Finance under the Liquidity Facility, in an aggregate principal
amount of not less than $73,446,445 for unpaid loans, plus
additional amounts for unpaid interest, fees, costs, expenses and
other charges payable under the Liquidity Facility.  JPMorgan
continues to hold those claims.

Before entry of the Final Cash Collateral Final Order, Sapere
Wealth Management, LLC, Granite Asset Management and Sapere CTA
Fund, L.P. amended their previous answer and joinder in the
objection of Virginia Power Energy Marketing, Inc., Dominion
Energy Marketing, Inc. and Virginia Electric and Power Company to
the Cash Collateral Motion, on a final basis.  This amendment
includes Sapere's original joinder and merely expands the
arguments by discussing the relevant facts and including the
more-extensive substantive argument in Sapere's motion to direct
the Debtors' estates to be administered pursuant to Section 761
to 767 of the Bankruptcy Code.

The Court signed the revised proposed order on December 14, 2011.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Wins Approval to Transfer $2.2-Bil. to FCMs
------------------------------------------------------
Judge Glenn authorized James W. Giddens, trustee for the
liquidation of the business of MF Global Inc. to complete one or
more transfers of approximately $2.2 billion of U.S. Segregated
Customer Property to qualified futures commission merchants or
FCMs that have agreed to accept the U.S. Segregated Customer
Property for the benefit of MFGI's U.S. commodity futures
customers, while holding back approximately 14% to 20% of the
total U.S. Segregated Customer Property or approximately $800
million.

At the hearing held on Dec. 9, James Kobak, Esq., at Hughes
Hubbard LLP, in New York, counsel to the SIPA Trustee, told Judge
Glenn the third bulk transfer will be the last, as the SIPA
Trustee will set aside more than $1 billion to deal with other
claims as an investigation continues, Tiffany Kary of Bloomberg
News reported.  In a public statement, the SIPA Trustee said he
is seeking customer funds from administrators of MF Global's
foreign affiliates.

Mr. Kobak continued that the SIPA Trustee has found suspicious
transactions in the days before MF Global Holdings Ltd. filed for
bankruptcy, and the shortfall in the brokerage's segregated
customer accounts may still be $1.2 billion, according to
Bloomberg.

"At this point we can't say that the figure is less than $1.2
billion," Mr. Kobak said, adding that the SIPA Trustee was not
sure whether there had been criminal activity involving the
shortfall, the report relayed.  The SIPA Trustee believes there
was supposed to be $5.8 billion in the accounts, exceeding a
prior estimate of $5.45 billion, according to the lawyer,
Bloomberg said.

Judge Glenn said he would deal in January with the distribution
of physical goods like gold and silver bars, after lawyers for
some customers of MFGI said they could not obtain partial
ownership of gold bars because the bars can not be broken into
pieces, the report relayed.

The Official Committee of Unsecured Creditors, Martin
Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York, asserted
at the hearing, that the SIPA Trustee had taken an extreme
position in saying all customer claims would come ahead of
creditor claims, the report noted.  In response, Mr. Kobak
insisted that the 4d account is exclusively for customers, the
report relayed.

Judge Glenn held that MF Global Holdings Ltd.'s creditors don't
have the authority to probe any issues at the brokerage arm, and
the interests of the parent's estate should be represented by
Chapter 11 Trustee Louis Freeh, Bloomberg related.

Before entry of the order, the Chapter 11 Trustee reserved all
rights of MFGH and its non-debtor subsidiaries to receive any
distributions made by the SIPA Trustee to any other customer
pursuant to the proposed Third Bulk Transfer.

The bankruptcy judge also told Mr. Bienenstock that he could have
more time to make arguments about whether creditors have any
standing at all in MFGI's wind-down, the report noted.  "The
committee's standing is questionable," Judge Glenn was quoted as
saying during the hearing.

Judge Glenn overruled objections to the Third Bulk Transfer,
including the administrators of MF Global' U.K. and Hong Kong
affiliates, the report said.

On behalf of Mirae Asset Securities Co., Ltd., Jai H. Lee, Esq.,
at Shin & Kim, in Seoul, South Korea, argued that it seems very
likely the property and assets of foreign future customers,
including Mirae, are included among the $1.3 billion in assets
transferred from Harris Bank.  To the extent that the Court holds
that foreign futures customers like Mirae are ineligible for the
present distribution, foreign futures customer segregated
accounts and proceeds, including those from Harris Bank, should
be maintained segregated until the time as distributions are to
be made to foreign futures customers, he insisted.

Bergenie Assets, Inc. and Chadwick Foundation asserted that (i)
not less than 60% of their all-cash accounts be transferred to
them immediately in accordance with the second transfer order; or
(ii) confirmation be provided that: (a) their all-cash Accounts
are included in the Third Bulk Transfer; (b) that their all cash
accounts will be transferred promptly inasmuch as they qualified
for, and should have been already transferred in the second
distribution; and (c) for clarification about how the SIPA
Trustee intends to address foreign currencies in those all-cash
accounts.

RWA Raiffeisen Ware Austria AG and its subsidiary Genol
Gesellschaft m.b.H & Co KG complained that the SIPA Trustee has
not provided any clarity as to how he is determining what portion
of total customer assets are foreign futures held in foreign
administrations, and thus outside of his current control.  In
order to avoid the appearance of preferring one group of account
holders over another, RWA urges the SIPA Trustee to assist the
"foreign futures" customers by providing them with pertinent
information on, among other things, the status of the SIPA
Trustee's negotiations with the UK Administrators to effect the
return of MFGI customer assets held outside of the jurisdiction
of the Court; and the timeline for the return of assets held in
30.7 Accounts in comparison to other claims filed in the ongoing
U.S. MFGI claim process, on behalf of RWA, Christopher R. Donoho,
III, at Hogan Lovells US LLP, in New York, contended.

In response to the Creditors' Committee's Objection, Sapere
Wealth Management, LLC, Granite Asset Management, and Sapere CTA
Fund, L.P. asserted that the the panel's Objection lacks merit
because the unsecured claims are subordinate to those claims of
MFGI's segregated accounts customers.

In an omnibus reply, counsel to the SIPA Trustee, James B. Kobak,
Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, told Judge
Glenn that 18 formal objections and 43 letters were filed in
response to the proposed Third Bulk Transfer.  The Objections
primarily seek clarification as to the differences between 4d
Segregated Commodity Customer property and 30.7 Secured Commodity
Customer Property, and clarification as to the treatment of
Physical Customer Property under the Third Bulk Transfer.  A list
of the letter is available for free at:

  http://bankrupt.com/misc/MFGlobal_3rdBulkTransferLtrs.pdf

In response to the Objections, the SIPA Trustee made some
language changes to the proposed order regarding the Third Bulk
Transfer.  In response to the issues raised by the Objections of
the UK and other foreign administrators, among others, the SIPA
Trustee no longer seeks to have the Court authorize further
transfers of U.S. Segregated Customer Property if appropriate.

A chart listing the Objections and the SIPA Trustee's
corresponding response is available for free at:

  http://bankrupt.com/misc/MFGlobal_3rdBulkTransferObjsSumm.pdf

Mr. Kobak explained that the 30.7 Secured Commodity Customer
Property is excluded from the SIPA Trustee's Motion because
virtually all of it is not under the SIPA Trustee's control, but
rather under the control of MFGI's foreign former affiliates
(which themselves are in liquidation or administration in their
home countries).  The 4d Segregated Commodity Customer Property -
- but not the 30.7 Secured Commodity Customer Property -- portion
of each account will be transferred to the True Up Amount, he
stated.

The SIPA Trustee believes that the $800 million held back from
transfer is prudent and sufficient to address the known potential
claims while maintaining further amounts to account for the
potential of unknown claims against these same funds.  It must be
acknowledged that the CME Guarantee is not customer property --
it is simply a backstop for certain potential overpayments of the
ultimate pro rata distribution, Mr. Kobak clarifies.  However,
the SIPA Trustee would have had to increase the $800 million for
potential overpayments if the CME had not provided the CME
Guarantee, he added.

Mr. Kobak contended that the Creditors' Committee has no standing
to object to the SIPA Trustee's Motion.  Moreover, accounts
affected by failed or reversed wires will, as a result of the
proposed Third Bulk Transfer, be treated in the same manner as
Bounced Check Accounts as set forth in the SIPA Trustee's Motion.
Other account anomalies that lead a former MFGI U.S. commodities
customer to believe that his or her account was improperly
excluded from the bulk transfers must be handled through the
Court-approved expedited claims process, he stated.

Mr. Kobak also noted that if the proposed Third Bulk Transfer is
approved, customers still awaiting the 60% distribution of their
cash equivalents will receive those as part of the Second Bulk
Transfer, and then will receive the True Up Amount as part of the
proposed Third Bulk Transfer.  The SIPA Trustee also assured the
Court that once the full verification and auditing of the
reconciliation data is complete, he will be in a position to use
this data to determine claims in the expedited claims process and
any mistaken distributions discovered by the SIPA Trustee can be
rectified through other property then available and the $550
million CME Guarantee.

In another filing, CME Group Inc., Chicago Mercantile Exchange
Inc., Board of Trade of the City of Chicago, Inc., New York
Mercantile Exchange, Inc. and Commodity Exchange, Inc. said the
ratable return of up to $2.1 billion in customer segregated funds
now would leave the SIPA Trustee with a robust customer
segregated cash reserve, without even taking into account the
$550 million guarantee CME Group has made, and still provide
substantial relief to customers impacted by MF Global's unlawful
failure to segregate all of its customer funds.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago,
Illinois -- vlazar@jenner.com -- counsel to CME, argued that the
Joint Special Administrators of MF Global UK Limited fail to
acknowledge the Administrators hold more than $650 million in
customer assets that were maintained at MF Global UK pursuant to
Regulation 30.7 of the Commodity Futures Trading Commission.
This amount, he contended, represents well over two-thirds of the
roughly $900 million owed to U.S. customers trading on foreign
exchanges, and these customers have yet to receive a penny
distribution on account of their claims.  He also disclosed that
the transfers of Warehouse Receipts began promptly after the CFTC
authorized the Third Bulk Transfer.  In the event that a
Warehouse Receipt distribution or the proceeds thereof permits a
customer to receive more than the amount to which it was entitled
under the Bankruptcy Code and Part 190 Regulations, CME has
confirmed that those distributions will be included within the
scope of its $550 million guarantee, he added.

Martin B. White, Esq., assistant general counsel of the CFTC, in
Washington, DC -- mwhite@cftc.gov -- disclosed that the CFTC
noted the reserve that the SIPA Trustee will maintain, and took
added comfort from the $550 million CME guarantee to provide
security against non-recovery of any potential overpayments.

                       *     *     *

Judge Glenn ruled that the Physical Customer Property, or the
proceeds thereof, may be returned to customers on the same pro
rata distribution basis applicable to accounts of U.S. Segregated
Property Customers, without prejudice to any future determination
of whether the Physical Customer Property or some subset thereof
constitutes a separate class of customer property and is entitled
to disparate treatment.

For the purposes of valuing the Physical Customer Property being
distributed pursuant to this order, the value of Physical
Customer Property transferred to customers will be established by
reference to the settlement price for the futures contract for
the commodity represented by the Physical Customer Property on
the day before the transfer less any encumbrances associated with
the Physical Customer Property.

If the value of any one customer's Physical Customer Property
exceeds the True Up Amount, the SIPA Trustee will, in
consultation with the facilitating derivatives clearing
organizations or DCOs and in conjunction with the transferee FCM,
confer with that customer on an individual basis to determine the
appropriate manner in which to proceed, including a distribution,
that will, in the SIPA Trustee's determination, achieve the goals
set forth in this order.  On January 12, 2012 the SIPA Trustee
and counsel for those customers affected will provide to the
Court a status report on the implementation of this provision of
the order.

The SIPA Trustee -- upon advice and approval of the Securities
Investor Protection Corp. --will seek and may use the assistance
of the Chicago Mercantile Exchange Group, Inc., and other
registered DCOs that agree to facilitate the transfers, and the
Facilitating DCOs will cooperate in the transfers, including
providing accountings and other assistance already and continuing
to do so.

The Court signed the revised proposed order on December 12, 2011.

Bergenie is represented by:

  Alan D. Halperin, Esq.
  Walter Benzija, Esq.
  HALPERIN BATTAGLIA RAICHT, LLP
  555 Madison Avenue, 9th Floor
  New York 10022
  Tel: (212) 765-9100
  E-mail: ahalperin@halperinlaw.net
          wbenzija@halperinlaw.net

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Wins Nod to Sell Customer Securities Accounts
--------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc. under the Securities Investor Protection Act,
sought and obtained permission from Judge Martin Glenn to sell,
transfer and assign certain securities accounts of customers to
Perrin, Holden & Davenport Capital Corp.

The Debtor holds approximately 330 accounts for its non-affiliate
securities customers whose funds and securities are subject to
return by the SIPA Trustee pursuant to the SIPA.  The SIPA
Trustee believes that MF Global Inc.'s proceeding will have a
significant impact on many investors and brokerage firms who were
securities customers of MFGI as of the Petition Date.

Judge Glenn found that the Account Transfers and other
transactions contemplated by the Purchase Agreement are in the
best interests of MFGI, its creditors and customers.

The Purchaser will not have any liability or obligation for or
with respect of any liabilities or obligations of the Debtor
other than those liabilities and obligations expressly assumed
pursuant to the terms of the Purchase Agreement.

Prior to the hearing on the request for the Account Transfers, the
Chapter 11 Trustee responded to objections to the proposal.

Counsel to the Chapter 11 Trustee, Brett H. Miller, Esq., at
Morrison & Foerster LLP, in New York, relates that MFGH is the
majority, if not 100%, equity holder of non-debtor U.S.
subsidiaries that are affiliates of MF Global Inc.  Thus, the
equity in those subsidiaries is an asset of MFGH's estate, which
the Chapter 11 Trustee must protect, he says.  He further
discloses that MFGH and certain of those non-debtor subsidiaries
have security accounts with MFGI.

Mr. Miller asserts that the transfer of the accounts should not
be impetus for securities account holders to reach the net equity
of their accounts.  The Chapter 11 Trustee recognized that the
SIPC indemnity limits only protect the net equity in the
transferred accounts and would be unavailable to any accounts
that remain with MFGI.  "The inability however of MFGH and its
non-debtor subsidiaries to access their securities accounts, as
the transferred securities account customers will be permitted to
post-transfer to the buyer, diminishes the value of MFGH assets,
as MFGH and the non-debtor subsidiaries lose the ability to use
the available net equity or potentially suffer losses that would
diminish their net equity," he tells Judge Glenn.

In an omnibus reply, James W. Gidden, trustee for the liquidation
of the business of MFGI under the Securities Investor Protection
Act, relates that only two objections to the Securities Sale
Motion.

Counsel to the SIPC, James B. Kobak, Jr., Esq., at Hughes Hubbard
& Reed LLP, in New York, clarifies the Account Transfers
specifically include accounts of banks, brokers and dealers, but
only up to the specified percentage level of 60% of net equity
and only if those BBD Accounts are not among the categories
excluded from the Account Transfers.  Thus, unless a BBD Account
is excluded because of the statutory prohibitions or because it
is empty or has negative net equity, it should be included as
part of the Account Transfers, he insists.

Contrary to the suggestions of Alter Trading, the funds to be
transferred do not involve any segregated commodity funds, Mr.
Kobak argues.  The funds and securities to be transferred are
from accounts of securities customers segregated under Rule 15c3-
3 of the Securities Exchange Act or maintained in separate
reserve accounts pursuant to agreements for the proprietary
accounts of the introductory broker dealers in which MFGI agreed
to establish separate reserve accounts based upon computations
parallel to those required under Rule 15c3-3, he points out.

Mr. Kobak explains that the percentage distributed to some
securities customers with smaller net equity claims will be
higher than that for commodity customers only because the SIPC
has been willing to guarantee amounts up to the SIPC limits, a
feature of securities liquidations that does not exist for
commodities liquidations where there is no SIPC fund.  Any
perceived difference in treatment is the result of the different
pools of customer property and the nature of the statutory
protection available to the two types of customers, he states.

In determining that up to 60% of net equity plus up to the limits
of SIPC protection should be transferred on account of retail
securities customers, and that up to 60% of net equity should be
transferred on account of BBD Account customers, the SIPA Trustee
acted consistent with his duties under the SIPA to deliver
customer property to satisfy net equity claims of customers "as
promptly as possible," Mr. Kobak maintains.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Court Rules That Giddens Is "Disinterested"
------------------------------------------------------
Judge Martin Glenn entered a memorandum of opinion and order
finding that James W. Giddens, trustee for the liquidation of the
business of MF Global Inc., and his counsel -- the law firm in
which he is a partner, Hughes Hubbard & Reed LLC -- to be
"disinterested" pursuant to the Securities Investor Protection
Act.

Judge Glenn overruled two pro se customers' objections,
challenging the disinterestedness of the SIPA Trustee and Hughes
Hubbard in light of the firm's representation of JP Morgan Chase
Bank, N.A. and PricewaterhouseCoopers LLC.

The Court said it is satisfied that the SIPA Trustee has
presented sufficient information for the Court to conclude that
the SIPA Trustee and his counsel are "disinterested" for the
purpose of Section 78eee(b)(6) of the SIPA.  "The potential for
conflicts nevertheless remains, particularly with respect to PwC
or other financial institutions that are current clients of
Hughes Hubbard and may be possible defendants in avoidance
actions, but the risk is too attenuated at this time to require
that Mr. Giddens or Hughes Hubbard step aside or that conflicts
counsel or a co-trustee be appointed," the bankruptcy judge
opined.  Judge Glenn noted that efforts by the SIPA Trustee and
others to locate and recover missing property continue unabated.

Judge Glenn acknowledged that the two pro se objectors raised
important issues that were insufficiently addressed in the SIPA
Trustee's and Hughes Hubbard's disclosures, until the third
disclosure statement filed in response to an order of the Court.
The Court thus concludes that the SIPA Trustee and his counsel
have now made sufficient disclosures to permit an objective
determination of their disinterestedness.  This does not relieve
the SIPC, the SIPA Trustee, and Hughes Hubbard from an ongoing
obligation to identify, evaluate, and disclose any additional
"connections" or conflicts of which they become aware, Judge
Glenn clarified.  Nonetheless, that appointment of conflicts
counsel or a co-trustee to handle particular matters that the
SIPA Trustee and Hughes Hubbard cannot handle may resolve
problems but conflicts counsel may not cure conflicts in all
cases, the bankruptcy judge added.

A full-text copy of the Memorandum Opinion dated Dec. 27, 2011 is
available for free at:

   http://bankrupt.com/misc/MFGlobal_Dec27DisinterestedOrd.pdf

                     Ties With JPMorgan

Judge Glenn had ordered James W. Giddens and his firm, Hughes
Hubbard, to make a complete disclosure by Dec. 12 with regards to
their connection to MF Global Inc.'s secured creditor, JPMorgan
Chase & Co.  Judge Glenn also ordered the SIPA Trustee and his
firm to supply legal authority explaining why ethical rules
governing lawyers permit filing suit against the bank.

JPMorgan is an agent and a lender to MF Global Holdings Ltd. and
serves as the administrative agent of a $300 million secured
facility between MFGI and several other lenders.

A creditor, Mitch Fine, objected to the disinterestedness
application and pointed out that Hughes Hubbard's Web site listed
JPMorgan as a present or former client of the firm.  Mr. Giddens
said the firm's work for JPMorgan represented less than one-tenth
of 1% of the firm's revenue for 2009 and 2010.

By asking for the disclosure, Judge Glenn wants to know if
JPMorgan or any other MF Global creditors are the firm's current
clients.  If JPMorgan is a client, Judge Glenn wants to know if
Mr. Giddens and Hughes Hubbard can sue the bank, Bloomberg News
said.

If Hughes Hubbard can't sue JPMorgan, Judge Glenn wants to know
if Mr. Giddens, as a partner in the firm, nonetheless satisfies
the so-called disinterestedness test to continue serving as
trustee, Bloomberg added.

Judge Glenn said during that hearing that he learned in the press
that JPMorgan may have received transfers from MF Global in
advance of bankruptcy.  He wants to know if the press reports are
true, Bloomberg related.

Judge Glenn also told the SIPA Trustee to say whether "customers
have a basis in fact and law to seek recovery" of payments to the
bank, Bloomberg noted.

                     Support and Objections

Before entry of the Court's opinion, certain customer claimants
filed a response in further support of the disinterestedness
disclosures filed by the SIPA Trustee and Hughes Hubbard.

The Customer Claimants believe that the SIPA Trustee and his
counsel meet the standards for disinterestedness under the SIPA
and the Bankruptcy Code.  They insist that the attention in this
liquidation proceeding should be refocused on the urgent task of
reuniting former MFGI's customers with their property.

The Claimants are C. Richard Stark; Steven M. Abraham; Steven M.
Abraham Revocable Trustp; Transcend Investments LLC; Carl E.
Berg; Daniel Stern; January Stern; Jeffrey Stern; Kenneth Stern;
Lee B. Stern; Philip B. Sauer; Murray R. Wise; K&W Partners LLC;
and Mercantile Partners LLC.

Mitch Fine and other parties objected to the SIPA Trustee's
request regarding disinterestedness of the SIPA Trustee and his
counsel.

Mr. Fine alleges that there is a close and ongoing relationship
among Hughes Hubbard and Reed, the SIPA Trustee and MFGI's
investment banker JPMorgan Chase Bank, N.A., as shown in these
instances, including:

  * Hughes Hubbard represented JPMC as lead arranger for the
    $12.25 billion in financing provided in connection with the
    separation of Viacom Inc. into two publicly-traded
    companies.

  * Hughes Hubbard also represented JP Morgan Securities Inc. in
    a $230 million financing for the Agua Caliente Band of
    Cahuilla Indians and in $170 million in follow-up issuances
    of investment grade notes.

  * The SIPA Trustee also represented diverse parties in Chapter
    11 proceedings and non-judicial corporate major
    restructurings, including clients as JPMC.

          J. Giddens, SIPC Defends "Disinterestedness"

Mr. Giddens filed papers in court defending his ability to
continue supervising MFGI's liquidation after receiving directive
from Judge Peck to make a complete disclosure regarding his
relationship with JPMorgan, Bloomberg said.

Mr. Giddens disclosed that he and his firm, Hughes Hubbard, no
longer represent JPMorgan.  Mr. Giddens explained that he and his
firm are able to sue JPMorgan and are already opposing JPMorgan
in a pending lawsuit for another client.

The Securities Investor Protection Corp. defended its decision of
retaining Mr. Giddens as SIPA trustee.  The SIPC said in court
papers that Mr. Giddens has "more experience in SIPA liquidations
than any other attorney currently practicing," noting that Mr.
Giddens also serve as the SIPA Trustee for Lehman's brokerage
firm.

The SIPC related that it considered 10 candidates for trustee and
immediately eliminated five who had conflicts of interest.  The
SIPC added that, on close inspection, three of the remaining five
candidates had conflicts, leaving Mr. Giddens and one other.  The
other, according to SIPC, had never served in a brokerage
liquidation, and SIPC said it concluded it "would not have been
appropriate" to select a firm without prior experience.

The SIPC maintained that Mr. Giddens is "disinterested" within
the meaning of SIPA.  According to the SIPC, it is precluded from
acting as trustee in the MFGI matter because the liabilities of
the debtor to unsecured creditors appear to exceed $750,000 and
because there appear to be more than 500 customers of the Debtor.

The SIPC said it will exercise its authority to select a
substitute trustee if Mr. Giddens is found to have a conflict of
interest with respect to a particular matter.

Stephen P. Harbeck, president and chief executive of the SIPC,
also filed a declaration in support of the SIPC's retention of
Mr. Giddens as SIPA Trustee for MFGI.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: SIPA Trustee, et al., File Briefs on Asset Distribution
------------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of MF Global
Inc. under the Securities Investor Protect Act, the Securities
Investor Protection Corporation, and the Commodity Futures
Trading Commission filed briefs in response to Judge Glenn's
Nov. 17 instructions.  The briefs relate to the regulations
applicable to the remaining distributions of customer property by
the SIPA Trustee.

            MFGI Subject to Two Regulatory Regimes

The SIPA Trustee related that before MFGI was placed into
liquidation, it was both a futures commission merchant and a
securities broker-dealer, and therefore subject to two separate
regulatory regimes, which imposed different regulatory
requirements on MFGI with respect to customer funds and property
and which have different protections for MFGI customers in the
liquidation proceeding.

Under both liquidation regimes, customers are entitled to a pro
rata share of the applicable pools of customer property.

As an FCM, MFGI was required by the Commodity Exchange Act and
Commodity Futures Trading Commission regulations to segregate or
secure funds and property held for its commodity futures
customers.  Sections 190.01 to 190.10 of the Electronic Code of
Federal Regulations refer to six potential types of commodity
account classes.  Two of the main classes of property are for:
assets held for commodity customers trading on domestic exchanges
-- whose funds and property MFGI was required to segregate
pursuant to Section 4d of the CEA; and assets held for MFGI
commodity customers trading on foreign futures exchanges -- for
whom MFGI was required to maintain secured accounts under Rule
30.7 of the CEA.  In addition, the Part 190 Regulations provide
for a "delivery account" class for narrowly defined subsets of
specifically identifiable property, which may also be applicable
to this liquidation.  The SIPA Trustee said it is possible that
further investigation or claims submitted will warrant additional
pools.  Based on the regulatory provisions, the claims received,
and the books and records of MFGI, the SIPA Trustee will marshal
separate pools of customer property for the account classes
reflected for MFGI's commodity customers.

To marshal separate pools of commodity customer property for each
account class, the customer property so noted on MFGI's books and
records as being segregated for that pool of customer property
class plus customer property "readily traceable" to that class
will be allocated to the pool.  Thereafter, from the claims
submitted by FCM customers and MFGI's records, the "net equity"
for each customer per class will be determined in the claims
process.  To the extent that a particular account class was
treated together with another class, those classes may be merged
and treated as one class.  Each distinct class will have its own
pool of assets to distribute and may suffer from its own
shortfall; the distributions to customers from each particular
pool are expected to be made pro rata.

FCM customers for whom MFGI was holding specifically identifiable
property have an additional right under the Part 190 Regulations.
These customers may instruct the SIPA Trustee to return or
transfer their SIP, up to the amount of the funded portion of
their net equity claim from their pro rata share of the
applicable customer pool.  To the extent the value of an FCM
customer's SIP which is not margining an open contract exceeds
the estimated funded portion of his net equity claim, the
customer may obtain the property by providing cash for the
unfunded portion.  For SIP margining an open contract, the
customer may obtain the property by paying the estate the full
fair market value of the property.  This right does not expand or
change the principle that customers within the same customer
account class or pool will receive equivalent pro rata shares of
the estate, regardless of the form in which their customer
property was being held.

For securities customers, the U.S. Securities and Exchange
Commission's Customer Protection Rules required MFGI to maintain
customer securities separately and to establish reserves for
customer funds.

Allowed customer claims will share pro rata in the pool of
securities customer property.  In addition, in the event and to
the extent that this pool is insufficient to satisfy the allowed
net equity for each securities customer claim, SIPC provides
funding for up to $500,000 per customer, of which up to $250,000
may be for customer cash deposited for securities transactions.
In the event the allowed net equity claims of MFGI's securities
customers are not satisfied from the pool of securities customer
property and SIPC coverage, those customers will have additional
rights to share in the other assets of the estate.

Claims by MFGI customers other than customer claims -- like tort
or breach of contract claims, or claims for financial products
other than those covered by SIPA and CEA -- and claims by MFGI's
unsecured creditors are relegated to the general estate, which is
comprised essentially of other property of MFGI not required for
or not subject to the customer protection provisions.
Determinations of most general creditor claims will likely be
deferred until the extent of customer claims have been
preliminarily determined and it is determined whether there will
be a meaningful estate after any reallocation of assets to
compensate for segregation or compliance failures affecting
customer funds.

As part of the bulk transfer process, the SIPA Trustee, as of
Dec. 12, has already returned to many customers substantial
amounts of their Section 4d property, prior to any claims
determinations.  Ultimately, however, customers' claims will need
to be resolved and finally "trued up" by review and determination
of their allowed net equity, distribution of customer property on
a pro rata basis from the appropriate pools, and marshaling
additional assets deemed customer property, if any, for those
claims, the SIPA Trustee said.

            MFGI Liquidation is Governed First by SIPA

MFGI's liquidation is governed, first and foremost, by SIPA, the
SIPC told Judge Glenn.  SIPA plays a central role in a statutory
process designed to afford carefully delineated protection to
securities customers against the financial risks posed by broker-
dealer failure, Christopher H. Larosa, Esq., associate general
counsel for SIPC, in Washington, D.C., said.

Mr. Larosa, however, stated that SIPA does not attempt to make
all customer whole, and the SIPC is not an insurer of customer
accounts.  Rather, he explained, SIPA establishes a plan of
limited protection in which SIPC's role is carefully delineated.

SIPC administers a "quasi-public" fund established by SIPC via
assessments upon its member broker-dealers.  SIPA contemplates
that customer claims will be satisfied to the maximum extent
possible from the assets, including customer property, on hand
with the broker-dealer in liquidation.  SIPC funds merely
supplement those assets within the limits and in the manner
provided in SIPA and are available solely as advances to the
trustee for the satisfaction of protected customer claims and for
other specified purposes.  To the extent of these advances,
SIPC has rights of subrogation and recoupment as specified in
SIPA.

                       CFTC Vows to Help

The CFTC said it will continue to assist the Court in any way
possible to ensure the prompt, orderly, and equitable return of
customer property in accordance with the applicable statutes and
regulations.

According to Robert B. Wasserman, Esq., chief counsel, division
of clearing and risk at the CFTC, in Washington, D.C., the CFTC's
regulations implement a "clear mandate" from Congress under the
Commodity Exchange Act and Bankruptcy Code to ensure "customer
protection" in commodity broker liquidation.

In the liquidation of a commodity broker under Title 11,
commodity customers are granted the highest priority against the
bankrupt broker's estate, Mr. Wasserman pointed out.

Mr. Wasserman explained that the CFTC, acting pursuant to its
robust statutory mandate to protect commodity customers in
commodity broker liquidations, has enacted a detailed set of
procedures to guide trustees and assist courts in implementing
the CEA and Subchapter IV of Title 11 of the Bankruptcy Code.
These regulations, among other things: (1) define what
constitutes "customer property;" (2) establish a system of
customer classes and account classes designed to ensure a fair
and orderly process of pro rata distribution; and (3) provide a
formula for calculating allowable "net equity" claims.  Under
these regulations and the statutes they implement, all customer
claims must be satisfied in full before property of the estate
may be used to pay any general creditors' claims, and no
"insider" who also happens to be a brokerage customer may be paid
until all public customers' claims are fully satisfied, he added.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MW GROUP: BofA Opposes Debtor's Access to Cash Collateral
---------------------------------------------------------
Bank of America, N.A., as successor by merger to LaSalle Bank
National Association asks the U.S. Bankruptcy Court for the
Western District of North Carolina to prohibit MW Group, LLC from
using the cash collateral.

According to BofA, among other things:

   -- there is insufficient equity in the collateral to provide
   bank with adequate protection of its interests; and

   -- the Debtor has not provided Bank with a budget.

The bank related that it has been willing to consider a longer
term agreement on the use of cash collateral subject to the
parties' reaching an agreement on a consensual budget and trial
schedule.

As reported in the Troubled Company Reporter on Nov. 1, 2011,
prior to the Petition Date, the Debtor and BOA entered into, among
other things, these loan and collateral documents:

   (a) Loan Agreement dated as of June 1, 2003;

   (b) a Note, dated as of June 1, 2003, in the principal amount
       of $6.25 million;

   (c) a Deed of Trust covering its apartments known as Weyland
       and Weyland II, located in Charlotte, Mecklenburg County,
       North Carolina, and securing the Note dated as of June 1,
       2003;

   (d) an Assignment of Rents and Leases further securing the Note
       as of June 1, 2003; and

   (e) Assignment of Plans, Permits and Contracts dated as of
       June 1, 2003, from the Debtor to LaSalle;

The Debtor defaulted under the Note and Deed of Trust by failing
to pay the entire outstanding balance due under the Note upon
maturity of the Note.  As of the Petition Date, BOA contends the
principal and interest amount due from Debtor is $5.64 million,
plus additional fees, costs, and expenses.

On March 3, 2011, BOA instituted a foreclosure action in the North
Carolina Superior Court, Mecklenburg County, Case No. 2011-SP-
2031.  The foreclosure sale subsequently was held on Oct. 14,
2011, at which time, BOA bid in the full amount of its debt.

The Debtor sought authorization to use the cash collateral in
order to preserve and maintain the property.  The Debtor asserted
that the proposed use of cash collateral is necessary for the
continued operation of its business.

                          About MW Group

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NEW LEAF: Incurs $2.5 Million Net Loss in Third Quarter
-------------------------------------------------------
New Leaf Brands, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.54 million on $128,796 of net sales for the three months
ended Sept. 30, 2011, compared with a net loss of $1.56 million on
$1.05 million of net sales for the same period a year ago.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $4.82 million on $1.47 million of net sales, compared
with a net loss of $7.18 million on $3.67 million of net sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.03
million in total assets, $5.83 million in total liabilities and a
$2.80 million total stockholders' deficit.

As reported by the TCR on June 2, 2011, Eisner Amper LLP, in New
York, N.Y., expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2011.

The Company has a history of recurring losses from continuing
operations, deficiencies in working capital and limited cash on
hand.  As of Sept. 30, 2011, it has also been unable to generate
sustainable cash flows from operating activities.  In addition,
the Company has $1,765,329 in debt and related party obligations
payable within the next twelve months including an obligation
which is currently in default.  For the three and nine months
ended Sept. 30, 2011, the Company's loss from continuing
operations were $2,544,910 and $4,826,124, respectively.  As of
Sept. 30, 2011, the Company's cash and cash equivalents and
working capital deficiency were $19,057 and $5,035,316,
respectively.

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

                       About New Leaf Brands

                        http://is.gd/gyl5ku

Old Tappan, New Jersey-based New Leaf Brands, Inc., develops,
markets and distributes healthy and functional ready-to-drink
("RTD") beverages.  The Company distributes its products through
independent distributors both internationally and domestically.


NEXAIRA WIRELESS: In Discussions with Lenders on Forbearance
------------------------------------------------------------
Nexaira, Inc., a wholly owned subsidiary of Nexaira Wireless Inc.,
received a letter from a secured lender, Centurion Credit Funding
LLC advising the Company that Nexaira is in default for failing to
make a payment when due.  The total amount past due of $375,009
consists of $336,256 in principal and $38,753 in interest.  The
notice provided Nexaira with the opportunity to resolve the
default by Dec. 12, 2011.  At this point, the Company is in
forbearance agreement discussions with Centurion and is attempting
to obtain a rescission of the default notice by providing
Centurion with a partial payment and re-negotiating an extension
of the maturity date.  There is no guarantee that Centurion and
Nexaira will be able to resolve this matter in a timely manner.
The repayment of the past due amount will be contingent upon the
Company's ability to raise working capital to satisfy this
obligation.

In a separate agreement, the Company is in discussions with
another lender, GEMINI MASTER FUND, LTD., the holder of a certain
10% Convertible Note in the original principal amount of $400,000,
$50,000 of which has been converted.  Forbearance agreement
discussions with Gemini Master Fund, Ltd., are taking place
whereby it is contemplated that the original Convertible Note will
be exchanged for a new 10% secured Note that will be due Jan. 31,
2012.  There is no guarantee that GEMINI MASTER FUND, LTD., and
the Company will be able to resolve this matter in a timely
manner.  The repayment of the past due amount will be contingent
upon the Company's ability to raise working capital to satisfy
this obligation.

At this time, the Company has engaged Reedland Capital Partners
LLC, an Institutional Division of Financial West Group, to assist
management in exploring a number of options available to it to
address and restructure its past and on-going financial
obligations.  While management has been and continues to be in
negotiations and discussions with its lenders and strategic
investors, management has been maintaining minimal operations to
reduce operating costs and liabilities.

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

The Company reported a net loss of $2.99 million on $947,826 of
revenue for the nine months ended July 31, 2011, compared with
a net loss of $3.37 million on $1.30 million of revenue for the
same period a year ago.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.

The Company's balance sheet at July 31, 2011, showed $2.59 million
in total assets, $6.58 million in total liabilities, all current,
and a $3.99 million total shareholders' deficit.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.


NORTHCORE TECHNOLOGIES: Renews Contract of Enterprise Client
------------------------------------------------------------
Northcore Technologies Inc. announced the contract renewal of a
strategic client.

The client is an industry leader in the field of material handling
and has been an early adopter of the Northcore holistic
remarketing toolset.

Northcore provides a comprehensive platform for the management of
capital equipment assets throughout the entire lifecycle, from
sourcing through to tracking and ultimately disposition.  The
products are proven, effective and in use by some of the world's
most successful corporations.

"We appreciate this vote of confidence from one of our key
partners," said Amit Monga, CEO of Northcore Technologies.  "Our
strong relationships with existing clients help to underscore the
ongoing benefits of our Asset Management platform."

Companies interested in effective asset management solutions
should contact Northcore at 416-640-0400 or 1-888-287-7467,
extension 395 or via email at Sales@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NORTHERN BERKSHIRE: Hearing on Cash Collateral Use Set for Jan. 12
------------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts, in a fifth interim order, authorized
Northern Berkshire Healthcare, Inc., et al., to use the cash
collateral.

The Court will consider the Debtors' request for further access to
the cash collateral on Jan. 12, 2012, at 10:00 a.m.(prevailing
Eastern Time).

The Debtors would use the cash collateral to fund their business
operations, provided that the actual amount for each line item for
expenses in the budget may not exceed the budgeted amount by up to
15%.

The Debtors' access to the cash collateral will terminate at
5:00 p.m. (ET on the date that is two business days after the date
of the further hearing; or (ii) the expiration of the cure period
following the delivery of a default by the master trustee.

The Debtor will maintain casualty and loss insurance coverage fro
the prepetition collateral at all times on substantially the same
basis as maintain prepetition.

As adequate protection for any diminution in value of the master
trustee's interest, the Debtor will grant the master trustee
replacement liens, superpriority administrative claim status,
subject to carve out on certain fees.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Plan Exclusivity Extended Until Feb. 10
-----------------------------------------------------------
The Hon. Henry J. Boroff U.S. Bankruptcy Court for the District of
Massachusetts extended until Feb. 10, 2012, Northern Berkshire
Healthcare Inc., et al.'s exclusive period to solicit acceptances
for the proposed Plan of Reorganization Northern Berkshire

In defending the request, counsel Jonathan B. Lackow, Esq., and
Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass.,
noted that the Debtors have already filed two plans of
reorganization and accompanying disclosure statements as
negotiations on a potential consensual plan of reorganization have
advanced.

Mr. Lackow added that the Debtors have successfully managed a
leadership transition and operational restructuring during the
course of these cases.  There are no "acrimonious relations"
between any of the Debtors' principals.  The Debtors' principals
have managed these cases with the cohesion necessary to bring them
toward a speedy close.

According to Mr. Lackow, the extension will permit the parties to
conclude negotiations on a consensual plan of reorganization
without needless distraction.

                    About Northern Berkshire

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: U.S. Bank Says Debtor Plan Not Confirmable
--------------------------------------------------------------
U.S. Bank National Association, acting solely in its capacity as
Related Bond Trustee under the Related Bond Indenture, asks the
U.S. Bankruptcy Court for the District of Massachusetts to
disapprove Northern Berkshire Healthcare, Inc., et al.'s Second
Amended Disclosure Statement.

All of the indebtedness, liabilities and obligations of the
Hospital under the Related Bonds and the Related Bond Indenture
are secured by, among other things, a certain Master Note No. 3,
dated as of October 1, 2004, from (a) NBH, (b) the Hospital, (c)
VNA and (d) NBR 5 made payable to the Related Bond Trustee in the
original aggregate principal amount of $30,245,000.

The Bond Trustee asserts that, the Disclosure Statement must be
denied because, among other things:

   A. the Plan is fatally flawed and is not confirmable; and

   B. the Disclosure Statement does not provide adequate
   information that would enable a hypothetical reasonable
   investor to make an informed judgment about the Plan.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
the Debtors have filed a Plan that provides for (a) the issuance
of the Reorganized Debtors of New Unsecured Notes to the
applicable Post-Effective Trusts, (b) the Debtors transfer of
Trust Assets to the applicable Post-Effective Trusts, (c) the
release of funds in the Debt Service Fund, the Debt Service
Reserve Fund, the Expense Fund, the Project Fund, the Redemption
Fund, and the Rebate Fund to the Holder of the MDFA Note Secured
Claim and applied to reduce the principal amount thereof, (d) the
release of funds in the Debt Service Fund, the Debt Service
Reserve Fund, the Redemption Fund, and the Rebate Fund to the
Holder of the MHEFA Note Secured Claim and applied to reduce the
principal amount thereof, (e) the vesting, with respect to each
Debtor, the Avoidance Actions in each Debtor's Estate, and each
Debtor's right to file, settle, compromise, withdraw, or litigate
to judgment objections to any PET Claim and any Secured Claim
against a Sale Debtor, in the Post-Effective Trust of such Debtor,
and (f) the vesting of title to all other Assets of any Debtor in
the respective Reorganized Debtor, free and clear of all Claims,
liens, encumbrances, and other interests.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76f1

U.S. Bank is represented by:

         Richard C. Pedone, Esq.
         Lee Harrington, Esq.
         Ann E. Chernicoff, Esq.
         NIXON PEABODY LLP
         100 Summer Street
         Boston, MA 02110
         Tel: (617) 345-4000
         Fax: (617) 345-1300
         E-mail: rpedone@nixonpeabody.com
                 lharrington@nixonpeabody.com
                 achernicoff@nixonpeabody.com

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


OPTIMUMBANK HOLDINGS: Seven Directors Elected to Board
------------------------------------------------------
OptimumBank Holdings, Inc., held its 2011 Annual Meeting of
Shareholders on Dec. 27, 2011.  There were 22,131,108 shares of
common stock entitled to be voted.  At the Annual Meeting, the
shareholders voted to:

   (1) elect the seven nominees for director, namely: Sam Borek,
       Moishe Gubin, Seth Gillman, Richard L. Browdy, Wendy
       Mitchler, Larry Willis and Robert Acri .

   (2) approve the issuance and sale of up to a total of 6,750,000
       shares of the Company's common stock at a price of $.40 per
       share to Moishe Gubin under the terms of a Stock Purchase
       Agreement between the Company and Mr. Gubin.

   (3) the Company's 2011 Equity Incentive Plan; and

   (4) ratify the appointment of Hacker, Johnson & Smith PA as the
       Company's independent auditor for fiscal year 2011.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.


PACIFIC MONARCH: Section 341(a) Meeting Scheduled for Jan. 19
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Pacific
Monarch Resorts' creditors on Jan. 19, 2012, at 1:00 p.m., at
RM 1-159, 411 W Fourth St., in Santa Ana, California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500
million in both assets and debts.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC serve as counsel
to the Debtors.  The petition was signed by Mark D. Post, chief
executive officer and director.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PACIFIC MONARCH: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Pacific Monarch Resorts, Inc., and certain affiliated debtors have
filed with the U.S. Bankruptcy Court for the District of Delaware
their schedules of assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $15,499,365
B. Personal Property           $301,220,161
C. Property Claimed as
    Exempt

D. Creditors Holding
    Secured Claims                               $287,618,999
E. Creditors Holding
    Unsecured Priority
    Claims                                            $62,874
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $25,069,373
                                -----------      ------------
       TOTAL                   $316,719,526      $312,751,247

A copy of Pacific Monarch Resorts, Inc.'s schedules is available
for free at:

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

                     About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500
million in both assets and debts.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC serve as counsel
to the Debtors.  The petition was signed by Mark D. Post, chief
executive officer and director.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PACIFIC MONARCH U.S. Trustee Appoints 3-Member Creditors' Panel
---------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pacific Monarch Resorts, Inc.

The Creditors Committee members are:

       1. Casablanca Express
          James McClendon
          6141 S. Rainbow Blvd.
          Suite 100
          Las Vegas, NV 89118
          Tel: (702) 232-8665
          Fax: (702) 938-3129

       2. Travelclick, Inc.
          Michael Hebeda
          300 N. Martingale Road
          Suite 500
          Schaumburg, IL 60173
          Tel: (847) 585-5285
          Fax: (847) 483-1397

       3. Tahoe Seasons Resort Time Interval/Owners Assoc.
          Loren Gallagher
          23041 Avenida de la Carlota
          Suite 400
          Laguna Hills, CA 92653
          Tel: (949) 587-2299

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500
million in both assets and debts.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC serve as counsel
to the Debtors.  The petition was signed by Mark D. Post, chief
executive officer and director.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PERFORMANCE FOOD: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Richmond, Va.-based food service distributor
Performance Food Group Inc. (formerly known as Vistar Corp.) at
the company's request.


PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Feb. 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has authorized Phillips Rental Properties, LLC, to use cash
collateral through 5:00 p.m. on Feb. 24, 2012, pursuant to a
budget.

Any variance in the expense figures in the interim budget in
excess of 10% will require approval by the Court.

Debtor is authorized to use cash collateral based on a pro-rata
distribution of the rents and sale proceeds from each property in
which the Banks have an interest.

As adequate protection, Bank of Tennessee, Carter County Bank,
Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions
Bank and TriSummit Bank are granted interim replacement liens
in and to all assets of the estate that are within the collateral
descriptions of the Banks' loan and security documents.  In
addition, the Debtor is authorized and agrees to pay the amounts
as set forth in the budget to the Banks within the time periods
specified therein with the first payment being paid on or bejore
Feb. 18, 2011.

An adjourned hearing on the Debtor's continued use of cash
collateral will be held on Feb. 21, 2012, at 9:00 a.m.

As reported in the TCR on Dec. 28, 2010, the Debtor, along with
Gary and Karla Phillips, is a co-maker and guarantor on notes
with:

                              Approximate Amount of Claim
                              ---------------------------
  a. Bank of Tennessee                  $514,748
  b. Carter County Bank                 $204,419
  c. Citizens Bank                      $565,947
  d. Eastman Credit Union             $2,383,489
  e. First Tennessee Bank               $791,808
  f. Regions Bank                     $3,770,512
  g. TriSummit Bank                   $1,036,460

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is
primarily engaged in the business of real estate development for
resale and rental or leasing of properties.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


PLUM TV: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Plum TV, Inc.
          fdba Plum TV LLC
        890 Garrison Avenue
        Smokestack Entrance, 2nd Floor
        Bronx, NY 10474

Bankruptcy Case No.: 12-10017

Chapter 11 Petition Date: January 3, 2011

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

Debtor's Counsel: Adam L. Rosen, Esq.
                  SILVERMAN ACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.com

                         - and ?

                  Edward M. Flint, Esq.
                  SILVERMAN ACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.com

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

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

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

The petition was signed by Thomas W. Scott, authorized signatory.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Hamptons Television, LLC              12-10019
Plum POP LLC                          12-10020
Vineyard Television, LLC              12-10021
Vail Television LLC                   12-10022
Aspen Television, LLC                 12-10023
Telluride Television, LLC             12-10024
Sun Valley Television, LLC            12-10025
NVT, LLC                              12-10026
Miami Beach Television, LLC           12-10027


POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Spokane, Wa.-based Potlatch
Corp. The rating outlook is negative.

"We removed all ratings from CreditWatch, where they were placed
with negative implications on Dec. 5, 2011," S&P said.

"The rating affirmation reflects the combination of what we
consider to be Potlatch's 'fair' business risk and 'aggressive'
financial risk -- as our criteria define the terms," said Standard
& Poor's credit analyst Tobias Crabtree. "However, the negative
rating outlook reflects the risk that Potlatch's cash flow
generation and credit measures could be weaker than previously
expected over the next 12 to 18 months following the company's
announcement that it plans to temporarily reduce harvest levels
until such time as log demand improves. While we are expecting a
more meaningful recovery in housing starts in 2013, a key driver
to log demand, the negative rating outlook reflects the
uncertainty around such a recovery. Still, we expect the
company's liquidity position to be 'adequate' over this period
following the lowering of its dividend and recent amendment to its
credit facility that changed its financial maintenance covenants."

"A key risk to our near-term forecast would be weaker-than-
expected pricing or demand for the company's timber and wood
products if housing markets or overall economic conditions were to
be more in line with Standard & Poor's economists' downside
scenario. For 2013, should housing starts improve to 960,000 in
accordance with Standard & Poor's economists' baseline scenario,
we would expect Potlatch could begin to increase its harvest
levels and accordingly generate a meaningful improvement in EBITDA
toward our previously anticipated levels," S&P said.

"The ratings on Potlatch also reflects what Standard & Poor's
considers to be the company's 'fair' business risk as a midsize
forest products company with cyclical earnings and cash flow --
primarily in wood products manufacturing -- and modest geographic
diversity. Potlatch is a U.S. timber real estate investment
trust (REIT) that owns and manages approximately 1.45 million
acres of valuable timberlands in Arkansas, Idaho, and Minnesota.
The company also conducts a land sales and development business
and operates wood products manufacturing facilities through its
taxable REIT subsidiary. While the company's end markets are
cyclical, the degree of cyclicality varies, as log prices
generally are more stable than lumber due to its more diversified
end markets. The company is committed to expanding its land
holdings where it currently has a geographic footprint and
regional expertise (Idaho and the central South). However, our
rating and outlook do not incorporate significant debt-financed
timberland acquisitions in the next several quarters given the
current market environment," S&P said.

"The negative rating outlook reflects our expectations that weak
housing markets and lower harvest levels over the near-term could
result in credit measures that are weaker than we previously
incorporated into the ratings. Our view of Potlatch's liquidity
position as 'adequate' given its good existing cash balances,
revolver availability, and recent amendment to its covenants
provides support to the existing 'BB' rating. In addition,
Potlatch's valuable timberland holdings, and its plan to maximize
the value of this asset, lend support to the ratings," S&P said.

"We could lower the ratings if our anticipated increase in housing
starts in 2013 becomes less likely to materialize, which could
further pressure the company's credit measures and ability to
maintain its 'adequate' liquidity position. This could occur if
housing starts over the next 18 months were to remain near 2011's
level of about 600,000 total starts," S&P said.

"We could revise the rating outlook to stable if a demonstrable
recovery in housing markets and log prices were to occur, such
that we believe Potlatch's earnings will improve at an accelerated
pace going into 2013. For the 'BB' rating, we would expect credit
measures be more in line with a 'significant' financial risk
profile, including adjusted leverage to approximate 4x and FFO
to debt to be 15% or more," S&P said.


PRESIDENTIAL REALTY: Leeward Capital Does Not Own Class B Shares
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Leeward Capital, L.P., and its affiliates
disclosed that, as of Dec. 31, 2010, they do not beneficially own
shares of Class B Common Stock Presidential Realty Corporation.
A full-text copy of the filing is available at http://is.gd/e2n2XX

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of Sept. 30,
2011, showed $7.73 million in total assets, $3.64 million in total
liabilities and $4.09 million in net assets in liquidation.


QUINCY MEDICAL: Chapter 11 Liquidating Plan Declared Effective
--------------------------------------------------------------
On Dec. 14, 2011, Quincy Medical Center Inc., et al., filed a
notice with the U.S. Bankruptcy Court for the District of
Massachusetts declaring that the Effective Date of the Plan
occurred on Dec. 7, 2011.

For purposes of the Plan, the Administrative Claim Bar Date will
be Jan. 23, 2012.

All of the Debtors' executory contracts and unexpired leases not
previously assumed (or proposed in writing to be assumed) by the
Debtors are to be rejected as of the Effective Date pursuant to
the Plan.

Any entity asserting a claim against the Debtors' estates arising
from such rejection must file a proof of such claim with the
Debtors' claims agent, Epiq Bankruptcy Solutions, LLC, and serve a
copy upon counsel to the Debtors, Casner & Edwards, LLP,  Boston,
Mass., and on counsel to the Liquidation Trustee, Duane Morris
LLP, Boston, Mass., so as to be received on or before Jan. 6,
2012.

As reported in the TCR on Nov. 25, 2011, U.S. Bankruptcy Judge
Melvin Hoffman approved the Chapter 11 liquidation plan of Quincy
Medical Center Inc., which was recently sold to hospital operator
Steward Health Care System LLC.

The hospital will use the proceeds from its sale to pay secured
and priority claims, and fund a liquidation trust for general
unsecured creditors.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.


REAL MEX: Seeks Approval of Proposed Asset Sale
-----------------------------------------------
BankruptcyData.com reports that Real Mex Restaurants filed with
the U.S. Bankruptcy Court a motion and proposed sale order for the
sale of substantially all of its assets to the highest bidder at a
Jan. 26, 2012 auction.  According to the Company, "The Debtors are
filing the Sale Motion at this time to provide parties in interest
with adequate notice of, and opportunity to review, the terms of
the proposed Sale Order. As soon as practicable after the
successful bidder in the Sale Process is selected, the Debtors
will file the actual proposed asset purchase agreement
memorializing the Sale and incorporating such modifications to the
Agreement attached hereto as may be necessary or appropriate to
reflect the Purchaser's Successful Bid, and a similarly revised
Sale Order."

The Court scheduled a Jan. 30 sale hearing.

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP and Cole, Schotz, Meisel, Forman & Leonard P.A. as
bankruptcy counsel.


REAL MEX: Bondholders' Trustee Balks at Bid to Challenge Lenders
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the trustee representing
bondholders in Real Mex Restaurant Inc.'s Chapter 11 bankruptcy
case is objecting to an attempt by the committee of unsecured
creditors to challenge lenders' stake in the Company's assets,
calling it an unnecessary use of time and money.

                    About Real Mex Restaurants

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


ROCK POINTE: Section 341(a) Meeting of Creditors Today
------------------------------------------------------
The U.S. Trustee for Region 18 will convene today, Jan. 6, 2012,
at 9:00 a.m., a meeting of creditors of Rock Pointe Holdings
Company, LLC.  The meeting will be held at US Trustee Office, US
Courthouse Room 561 N, 920 W Riverside Ave, Spokane, Washington.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rock Pointe Holdings Company, LLC, headquartered in Tacoma,
Washington, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05811) on Dec. 2, 2011.  Brett L. Wittner, Esq. --
brettlwittner@kentwittnerlaw.com -- presides over the case.  It
estimated $50 million to $100 million in assets and debts.  The
petition was signed by Hyun Um, member of Prium Companies, LLC.


ROTECH HEALTHCARE: Promotes S. Alsene to Chief Operating Officer
----------------------------------------------------------------
Rotech Healthcare Inc. promoted Steven P. Alsene from Chief
Financial Officer to Chief Operating Officer.  Mr. Alsene will
continue to serve as the Company's interim Chief Financial Officer
until the appointment of a successor in that position.

In connection with Mr. Alsene's promotion, the Company and Mr.
Alsene entered into an amendment and restatement, effective as of
Jan. 1, 2012, of the Agreement with Respect to Rights Upon
Termination of Employment, dated Nov. 8, 2006, as thereafter
amended, between the Company and Mr. Alsene.  The Amendment
provides the following for Mr. Alsene:

   -- an increase in his severance entitlements in the event of a
      termination of his employment by the Company without Cause
      or by him for Good Reason from 100% to 150% of his base
      salary plus target bonus and from 12 months to 18 months
      continued coverage at the Company's cost under its health
      plans;

   -- a base salary of $430,000;

   -- an increase in his annual target bonus from 75% to 100% of
      his base salary;

   -- a Company-provided automobile or automobile allowance; and

   -- an increase in the amount payable to him upon a Change of
      Control from 100% to 150% of his base salary plus target
      bonus.

Without triggering Mr. Alsene's right to resign for Good Reason,
the Company may at any one time: reduce Mr. Alsene's title from
Chief Operating Officer to any other executive title with the
Company; reduce his duties, authorities and responsibilities
consistent with such title reduction; reduce his base salary by up
to 10%; or reduce his annual target bonus by up to 25%.  The
Amendment also extends the period that Mr. Alsene will be subject
to non-competition and non-solicitation provisions from 12 months
to 18 months following his termination of employment.

Meanwhile, Michael Dobbs's employment relationship with the
Company terminated effective Dec. 29, 2011.  No payments have been
made to Mr. Dobbs as a result of this termination, and the Company
expects that no separation benefit will be paid to Mr. Dobbs under
the terms of his employment agreement.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROTHSTEIN ROSENFELDT: Funds Inadvertently Helped Fraud Continue
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a former Florida lawyer
convicted of running a $1.2 billion-plus Ponzi scheme said a group
of hedge funds inadvertently helped him keep it going in the
months before it collapsed.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SCD ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SCD Enterprises, LLC
        1903 East Walnut Avenue
        Dalton, GA 30721

Bankruptcy Case No.: 12-40013

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtor's Counsel: Joseph J. Burton, Jr., Esq.
                  MOZLEY, FINLAYSON & LOGGINS, LLP
                  One Premier Plaza, Suite 900
                  5605 Glenridge Drive
                  Atlanta, GA 30342
                  Tel: (404) 256-0700
                  Fax: (404) 250-9355
                  E-mail: jburton@mfllaw.com

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

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

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

The petition was signed by Brandon S. Lee, managing member.


SCHOMAC GROUP: Plan to Repay Unsecureds Within One Year
-------------------------------------------------------
The Schomac Group, Inc., TEDCO, Inc., NSS RV Central OG Limited
Partnership, and SRE Investments, LP, filed with the U.S.
Bankruptcy Court for the District of Arizona on Dec. 6, 2011, a
Joint Disclosure Statement and Joint Plan of Reorganization.

A copy of the Joint Disclosure Statement is available at no chrge
at http://bankrupt.com/misc/schomac.doc96.pdf

The Plan contemplates the continued operation of the business
entities, including the marketing of properties, which will allow
the Debtors to pay creditors.  The Debtors' secured debt will be
restructured in a manner where payment obligations do not outstrip
the income from the project.

The Plan will be funded by future operations of the Debtors'
businesses, including the sale of properties, as well as by the
dividend income from the Debtors' OP Units in CubeSmart.  The
Debtors also have commitments from related non-debtor entities and
the individual equity-holder of the Debtors to fund plan payments,
to the extent the Debtors' revenues are insufficient.

The secured claim of LNV Corp. against both Schomac (Class 4) and
TEDCO (Class 17) in the scheduled amount of $17,709,053 will be
allowed in an amount determined by the Court, which the Debtor
believes will not include penalties, late charges or default
interest.  Accrued interest and allowed fees and costs will be
added to the principal amount of the claim.  This claim will be
paid over a period of 10 years.  Interest only quarterly payments
will be made for the first 36 months following the Effective Date.

Allowed general unsecured creditors of Schomac will be paid an
initial distribution equal to 10% of each Allowed Claim within 12
months after the Effective Date.  Beginning on the second
anniversary date of the Effective Date, each claimant will receive
an annual distribution, equal to at least 10% of the Allowed
Claim, plus accrued interest, until paid in full.

Allowed general unsecured claims of TEDCO (Class 19), NSS RV
(Class 26), and SRE (Class 32) will receive similar treatment.

Schomac's equity holders (Class 19), TEDCO's equity holders (Class
20), NSS RV's Equity holders (Class 27), and SRE's equity holders
(Class 33) will continue their ownership of the Debtors post-
confirmation and management of the Debtors will remain the same.

About The Schomac Group

Tucson, Arizona-based The Schomac Group, Inc.'s primary business
is to act as a holding company for its various subsidiaries, which
are actively involved in diverse segments of the real estate
industry.  Schomac's sole shareholders are two trusts controlled
by W. Michael Schoff.  Schomac previously managed a portfolio of
approximately 200 self-storage facilities, 72 of which were
sponsored and managed by Schomac with TEDCO, Inc., being a
substantial investor.  Schomac also sponsored and managed a
portfolio of apartment complexes, including the management of
roughly 40 apartment complexes, as many as 16 of which were owned
by Schomac over time.

TEDCO's primary business is to act as a holding company for its
various subsidiaries, which are actively involved in diverse
segments of the real estate industry.  TEDCO's sole shareholder is
W. Michael Schoff.

SRE Investments, LP owns eleven residential lots of roughly
5 acres each in Saguaro Ranch, a subdivision located in the
Tortolita Mountains in Marana, Pima County, Arizona.  SRE is
75.921% owed by Schomac.

NSS RV Central Limited Partnership owns the real estate known as
RV Central, a recreational vehicle and self storage facility
located at 6260 North Travel Center Drive in Marana, Pima County,
Arizona.  NSS RV is 100% owned by Schomac.

Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011.  In its
schedules, Schomac Group disclosed $48,929,897 in total assets and
$34,583,005 in total liabilities.  Judge Eileen W. Hollowell
presides over the cases.

NSS RV filed for Chapter 11 (Bankr. D. Ariz. Case No. 11-33246) on
Dec. 6, 2011.  In its petition, NSS RV estimated assets and debts
of between $1 million and $10 million each.

SRE Investments filed for Chapter 11 bankruptcy (Bankr. D. Ariz.
Case No. 11-33247) on Dec. 6, 2011.  In its schedules, SRE
disclosed $10,148,424 in assets and $3,727,952 liabilities.

Michael McGrath, Esq., and Frederick J. Petersen, Esq., at Mesch,
Clark & Rothschild, P.C., in Tucson, Ariz. Represent the Debtors
as counsel.

The cases are being jointly administered under Case No. 11-22717.


SEA TRAIL: Court Extends Plan Filing Period to Jan. 26
------------------------------------------------------
U.S. Bankruptcy Judge Stephani W. Humrickhouse has extended Sea
Trail Corporation's exclusive period to file its plan and
disclosure statement through and including Jan. 26, 2012.

The is the first extension of the Debtor's exclusive period to
file a plan.  The Bankruptcy Administrator, J.M. Cook, Esq.,
counsel for the Unsecured Creditors' Committee, and Paul A.
Fanning, Esq., at Ward and Smith, P.A., in Greenville, N.C.,
counsel for Waccamaw Bank, had consented to the requested
continuance.

                    About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The Debtor's business operations are comprise of three
operating divisions, including the golf division, the convention
and resort division, and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue P.A., in New Bern, N.C., represents the
Debtor as counsel.

Sea Trail Corporation's official committee of unsecured creditors
had retained J.M. Cook, Esq., and his firm, J.M. Cook, P.A., in
Raleigh, N.C., as counsel.


SEARS HOLDINGS: Hires Retailing Expert to Revamp Flagging Stores
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Sears Holdings
Corp., long criticized for giving short shrift to the shopping
experience, has hired a retail veteran, the chief executive of
Brookstone Inc., to oversee a revamping of its Sears and Kmart
stores.

                      About Sears Holdings

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.


SEARS HOLDINGS: Cut by Moody's to 'B3'; Outlook Negative
--------------------------------------------------------
Moody's Investors Service lowered Sears Holdings Corporation
Corporate Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2. Actions on
rated debt instruments are detailed below.

RATINGS RATIONALE

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011. Sears recently
announced that it anticipates Adjusted EBITDA (as defined by the
company) for the fiscal fourth quarter will be less than half of
last year's result. The rating action also reflects the company's
persistent negative trends in sales, which continue to
significantly underperform peers. "We believe these trends are a
result of continued underinvestment in stores and service and
Moody's expects negative trends are likely to persist into fiscal
2012" said Moody's Vice President Scott Tuhy. Sears is taking
actions designed to improve performance, including the closing of
100-120 Kmart and Sears full-line stores, as well as other actions
to reduce its fixed costs by $100-200 million. "While we think
these actions are positive steps, in view of persistent negative
trends in sales and margins, we do not believe these actions alone
are sufficient to stabilize performance" Mr. Tuhy added.

Sears' B3 rating reflects its eroding market share -- comparable
store sales have declined every year since the 2005 merger of
Sears and Kmart. The rating also reflects weak execution as
operating margins have consistently eroded over this period as
well. Moody's expects debt/EBITDA will likely be around 9 times
(incorporating Moody's standard analytical adjustments) and that
the company will not have meaningfully positive interest coverage.
The ratings reflect the company's good overall liquidity profile
with access to sizable revolving credit facilities (which includes
a $1 billion accordion option) and meaningful levels of
unencumbered real estate assets. The rating also reflects the
company's well recognized brands, including Kenmore, Lands End and
Craftsman, as well as its still sizable market presence in the
appliance sector. Moody's expects the appliance segment, however,
will remain challenged in view of continued conditions in the US
housing market.

Sears overall good liquidity position -- evidenced in its SGL-2
Speculative Grade Liquidity rating -- is a key support to its
current ratings. The company's liquidity is supported by its
access to sizable undrawn credit facilities ( $3.275 billion in
the US and C$800 million in Canada). The company also has an
accordion option to expand the domestic facility by a further $1bn
under certain conditions. Sears also has sizable amounts of
unencumbered assets, including its real estate holdings, which
could be used to raise additional liquidity. The SGL-2 rating also
reflects the lack of any material near dated debt maturities.

The rating outlook is negative as weak operating performance is
expected to persist notwithstanding the actions implemented by the
company. The negative outlook also reflects concerns that the
company could increase its reliance on its credit facilities.
Ratings could be lowered if Moody's expected Sears to increase its
reliance on its credit facilities to continue to fund operating
losses in the absence of other actions it could take to enhance
liquidity.

In view of Moody's recent downgrades and negative outlook, ratings
are unlikely to be upgraded in the near term. The rating outlook
could be stabilized if the company takes meaningful steps to
further bolster its liquidity profile, primarily through improving
operating performance such that free cash flow was near break-even
levels, while maintaining an overall good liquidity profile. Over
time ratings could be upgraded if the company demonstrates
sustained improvements in operating performance, with interest
coverage (EBITDA-capital expenditures/interest expense) sustained
above 1.25 times while maintaining good overall liquidity.

The following ratings were downgraded:

Sears Holdings Corporation

Corporate Family Rating to B3 from B1

Probability of Default Rating to B3 from B1

Senior Secured Notes due 2018 to B2 (LGD 3, 43%) from Ba3 (LGD 3,
42%)

Sears, Roebuck and Co.

Issuer Rating to B3 from B1

Sears Roebuck Acceptance Corp.

Senior Unsecured to Caa1 (LGD 5, 77%) from B3 (LGD 5, 77%)

Sears DC Corp.

Senior Unsecured MTN to (P)Caa2 (LGD 6, 96%) from (P)B3 (LGD 6,
97%)

The following ratings were affirmed:

Sears Roebuck Acceptance Corp

Commercial Paper at Not Prime

Sears Holdings Corporation

Speculative Grade Liquidity rating at SGL-2

The principal methodology used in rating Sears Holdings
Corporation was the Global Retail Industry Methodology published
in June 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for a copy of these methodologies.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 94%
stake in Sears Canada. Revenues are approximately $43 billion.


SFVA INC: U.S. Trustee Appoints 5-Member Creditors' Panel
---------------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of State Fair of Virginia Inc.

The Creditors Committee members are:

      1. SMG
         Attn: John F. Burns
         300 Conshohocken State Rd, Suite 770
         West Conshohocken, PA 19428
         Tel: 610-729-7903
         Fax: 610-729-1593
         E-mail: jburns@smgworld.com

      2. Commonwealth of Virginia ex rel
         Dept. Of State Police
         Attn: Daniel S. Wolf
         Office of the Attorney General
         PO Box 610, Richmond, VA 23218
         Tel: 804-786-1748
         Fax: 804-786-4839
         E-mail: dwolf@oag.state.va.us

      3. Topside Rentals, Inc.
         Attn: David C. Slaybaugh
         1605 E. Washington St.
         Petersburg, VA 23803
         Tel: 804-731-3768
         Fax: 804-861-3822
         E-mail: topsidetent@aol.com

      4. Siddall, Inc.
         Attn: John Siddall or Bettina Roda
         830 E. Main St., 24th Floor
         Richmond, VA 23219
         Tel: 804-788-8011
         Fax: 804-788-8893
         E-mail: broda@siddall.com

      5. Lafayette Tent & Awning Co.
         Attn: Craig Ebershoff
         125 S. 5th St.
         Lafayette, IN 47901
         Tel: 765-742-4277
         Fax: 765-742-4462
         E-mail: lta@lafayettetent.com

                          About SFVA Inc.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
Curry A. Roberts signed the Petition as president.  State Fair
officials said they hope to emerge on a better financial footing
and to do so within 60 days to 90 days.

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.


SIGNATURE STYLES: Plan Is Unconfirmable, Says U.S. Trustee
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3
objects to the emergency motion of Signature Styles, LLC, and
Signature Styles Gift Cards, LLC, and their Official Committee of
Unsecured Creditors for the preliminary approval of the disclosure
statement explaining their Joint Plan of Liquidation.  The U.S.
Trustee states:

1. The Plan Proponents solicited acceptances of their Plan even
without an approved disclosure statement, as required under
Section 1125(b) of the Bankruptcy Code.

2. The Disclosure Statement should not be approved because it
includes inaccurate information.  The Disclosure Statement
incorrectly describes the gift card class as unimpaired, when the
class is in fact impaired.  The Disclosure Statement also
describes a plan that is unconfirmable as a matter of law.

The U.S. Trustee also objected to the solicitation procedures, as
well as the to the notice sent, and the election form to be sent,
to the gift card holders.

A copy of the U.S. Trustee's objection to the Plan Proponents'
emergency motion for the preliminary approval of the Disclosure
Statement is available for free at:

       http://bankrupt.com/misc/signaturestyles.doc477.pdf

Roberta A. DeAngelis, United States Trustee, is represented by:

         Juliet Sarkessian, Esq.
         Trial Attorney
         United States Department of Justice
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

                       The Chapter 11 Plan

As reported in the TCR on Dec. 15, 2011, the Debtors and the their
Official Committee of Unsecured Creditors have filed a Joint Plan
of Liquidation of the Debtors, dated Nov. 18, 2011, and an
explanatory Disclosure Statement.

Under the Plan, allowed (i) gift card claims are classified as
priority claims (Class II), which will be paid in full and (ii)
merchandise credit claims are classified as general unsecured
claims (Class III), which will receive their pro share of
distributable cash (projected to provide for a distribution of
approximately 8-10%).

There will be no recovery for holders of equity interests (Class
IV) until all allowed claims are paid in full.

A copy of the Disclosure Statement dated as of Nov. 18, 2011, is
available for free at:

       http://bankrupt.com/misc/signaturestyles.nov18ds.pdf

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business
for $21.7 million at a foreclosure sale in June 2009.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

Signature Styles completed the bankruptcy sale of the Spiegel
catalogue business to the secured lender on Sept. 12, 2011.  The
business was purchased by a fund associated with Patriarch
Partners LLC, the owner and lender through affiliated funds. The
contract with Patriarch was negotiated before the Chapter 11
filing. The Patriarch fund paid $2 million cash and assumed
specified liabilities, including $30 million outstanding on a term
loan and revolving credit.

No trustee or examiner has been appointed in the Chapter 11 cases.
On June 17, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


SOLYNDRA LLC: Judge OKs Release of Trade Secrets to Creditors
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
ruled that the U.S. Department of Energy must supply documents
ordinarily protected as trade secrets under federal law in
creditors' investigation of claims against solar-power company
Solyndra LLC.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOMERSET MEADOWS: Hiring Kutner Miller as Bankruptcy Counsel
------------------------------------------------------------
Duvall-Watson LLC and Somerset Meadows LLC ask the Bankruptcy
Court for permission to employ Lee M. Kutner, Esq. --
lmk@kutnerlaw.com -- and the law firm of Kutner Miller Brinen,
P.C., as their Chapter 11 counsel.

The Debtors also ask the Court to approve a $9,957.79 retainer for
the firm.  The firm's hourly rates are:

          Attorney                     Hourly Rate
          --------                     -----------
          Lee M. Kutner, Esq.              $420
          Jeffrey S. Brinen, Esq           $360
          David M. Miller, Esq.            $320
          Aaron A. Garber, Esq.            $320
          Jenny M.F. Fujii, Esq.           $270
          Benjamin H. Shloss, Esq.         $220
          Kathryn G. Foley, Esq.           $120

Mr. Kutner, Esq., a shareholder at the firm, attests that Kutner
Miller does not represent any party in interest adverse to the
interest of the Debtors and is disinterested as defined by 11
U.S.C. Sec. 101(14).

             About Duvall-Watson and Somerset Meadows

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each debtor estimated $10 million to $50 million
in assets and debts.  Judge Howard R. Tallman presides over the
case.


SOMERSET MEADOWS: Sec. 341 Creditors' Meeting Set for Feb. 6
------------------------------------------------------------
The United States Trustee in Denver, Colorado, will convene a
meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 cases of Duvall-Watson LLC and Somerset Meadows LLC on
Feb. 6, 2012, at 9:30 a.m. at US Trustee Room C.

A status hearing will also be held in the cases on Feb. 6, 2012,
at 11:00 a.m. BRCH Courtroom C203 for 1.

             About Duvall-Watson and Somerset Meadows

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each debtor estimated $10 million to $50 million
in assets and debts.  Judge Howard R. Tallman presides over the
case.  Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- at Kutner
Miller Brinen, P.C., serves as the Debtors' counsel.


SPECTRAWATT INC: Fine-Tunes Proposed Plan Disclosures
-----------------------------------------------------
SpectraWatt Inc. has filed a First Amended Disclosure Statement in
connection with the Debtor's Chapter 11 Plan of Liquidation, dated
Dec. 5, 2011.

In order to maximize recoveries for general unsecured trade
creditors of the Debtor, the Plan incorporates an agreement
between the Debtor and the Series A-1 Noteholders, who are the
holders of the Debtor's pre-petition secured convertible notes.
Pursuant to the agreement, the Series A-1 Noteholders have
permitted the Debtor to reserve certain proceeds from the Debtor's
sale of substantially all of its physical assets and to use those
proceeds to satisfy certain claims.  Further, the Series A-1
Noteholders have agreed that if the class of general unsecured
trade creditors vote in favor of the Plan, the Series A-1
Noteholders will provide a recovery to holders of Allowed General
Unsecured Trade Claims equal to the percentage recovery that the
Series A-1 Noteholders have received on account of their Secured
Claims, estimated to be approximately 12%.  The Series A-1
Noteholders have further agreed that if the class of general
unsecured trade creditors, which includes the SUMCO Unsecured
Claim (Class 6), votes in favor of the Plan, the Series A-1
Noteholders will waive their substantial deficiency claims, and
the Debtor has agreed to waive its right to pursue any Avoidance
Actions in that event.  Additionally, the Series A-1 Noteholders
have agreed to fund a wind-down reserve in an amount not less than
$50,000 in order fund the costs of winding down the Debtor's
estate.

The Plan contemplates the transfer of all of the Debtor's assets
into a Liquidating Trust for distribution to holders of Allowed
Claims by the Liquidating Trustee.  The Liquidating Trustee will
be tasked with the winding down of the Debtor's Estate and the
resolution of the outstanding Claims against the Debtor.

The confirmation hearing is scheduled on Jan. 25, 2012 at 10:00
a.m.  Objections to confirmation of the Plan must be filed on or
before Jan. 18, 2012, at 4:00 p.m. (prevailing Eastern Time)

The Classes of Claims and Interests and their treatment are:

     A. Class 1 - Allowed Series A-1 Noteholder Secured Claims
        Estimated Allowed Claims: $41,159,724
        Estimated Recovery: 11.8%

     B. Class 2 - Allowed Crystalox Secured Claim
        Estimated Allowed Claims: $0
        Estimated Recovery: 0%

     C. Class 3 - Allowed SUMCO Secured Claim
        Estimated Allowed Claims: Unknown (disputed)
        Estimated Recovery: 100% of any Allowed claim up to the
        amount of the SUMCO Prepayment

     D. Class 4 - Allowed Other Secured Claims
        Estimated Allowed Claims: $0
        Estimated Recovery: 100% of any Allowed Claims

     E. Class 5 - Allowed Priority Non-Tax Claims
        Estimated Allowed Claims: $0
        Estimated Recovery: 100% of any Allowed Claims

     F. Class 6 - Allowed General Unsecured Trade Claims
        Estimated Allowed Claims: $775,000-$2,300,000
        Estimated Recovery if Class 6 votes to accept Plan:
        Range between 11.4% to 11.8%
        Estimated Recovery if Class 6 votes not to accept Plan: 0%

     G. Class 7 - Allowed Series A-1 Noteholder Deficiency Claims
        Estimated Allowed Claims: $36,305,535
        Estimated Recovery: 0%

     H. Class 8 - Allowed Interests
        Estimated Allowed Interests: $50,000,000
        Estimated Recovery: 0%

The treatment of Unclassified Claims are:

     A. Estimated Allowed Administrative Expense Claims other than
        Professional Fee Claims: $30,000
        Estimated Recovery: 100%

     B. Estimated Allowed Priority Tax Claims: $350,000
        Estimated Recovery: 100%

A copy of the First Amended Disclosure Statement is available for
free at:

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

                 U.S. Trustee Filed Objection

Tracy Hope Davis, the United States Trustee for Region 2, had
objected to the proposed disclosure statement and proposed plan of
liquidation, dated Nov. 4, 2011.

The U.S. Trustee said the proposed disclosure statement fails to
identify the proposed liquidation trustee or his or her
qualifications or compensation arrangements; does not describe the
legal basis or the nature, if any, consideration given for the
substantial releases, injunctions, exculpations and discharges
provided for under the plan; provides for a discharge of debts
contrary to the provisions of 11 U.S.C. Section 1141(d)(3),
inaccurately describes the effects of confirmation under Section
1141(d), and provides an inadequate structure for post-
confirmation financial oversight.

                      About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company's manufacturing facility in Hopewell Junction is
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.
SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.  Mark W. Wege, Esq., and Eric
M. English, Esq., at King & Spalding LLP, in Houston, Texas, and
Scott I. Davidson, Esq., at King & Spalding LLP, in New York,
represent the Debtor as counsel.


STATION CASINOS: Bankruptcy Court Closes Chapter 11 Cases
---------------------------------------------------------
Station Casinos and its debtor affiliates previously asked Judge
Gregg Zive of the U.S. Bankruptcy Court for the District of
Nevada to enter a final decree closing their Chapter 11 cases
except the case of Aliante Gaming LLC.

On December 14, 2011, Judge Zive signed an order granting the
Debtors' request.

The Court's order will not affect Aliante Gaming's Chapter 11
case, which remains open.  All rights of the parties-in-interest
in the Aliante Gaming's Chapter 11 case are expressly reserved,
including, North Valley Enterprises LLC's issues concerning the
negotiation of a new license agreement between North Valley and
Reorganized Aliante Gaming.

North Valley filed an objection to the closing of the Chapter 11
cases based on the negotiation of a new license agreement.  North
Valley argued that until an agreement is negotiated, the
transactions required by the Debtors' Joint Chapter 11 Plan of
Reorganization have not been completed, thus making the closing
of the cases improper.

In response, the Debtors pointed out that Aliante Gaming's
Chapter 11 case will not be closed thus making North Valley's
objection irrelevant.

The other party that filed an objection was Georgia Fotos
Skandros who filed a personal injury claim in the Debtors'
Chapter 11 cases.  Mrs. Skandros' objection was withdrawn with
prejudice pursuant to a stipulation she entered into with the
Debtors.  The withdrawal was made in exchange for the Debtors'
agreement to the allowance of the Skandros Claim and treatment as
a "Disputed Claim" pursuant to the Joint Plan.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Files Post-Confirmation Reports for H2 of 2011
---------------------------------------------------------------
Station Casinos Inc. and its affiliates submitted to the Court
Post-Confirmation Operating Reports for the period from July 1 to
December 7, 2011 in accordance with the guidelines established by
the United States Trustee and Rule 2015 of the Federal Rules of
Bankruptcy Procedure.

In their Reports, the Debtors disclosed that did not make any
disbursements for the Period.

The Reporting Debtors are:

   Station Casinos, Inc.
   Past Enterprises, Inc.
   Charleston Station LLC
   FCP PropCo LLC
   Sunset Station, Inc.
   Boulder Station, Inc.
   Santa Fe Station, Inc.
   Texas Station LLC
   Fiesta Station, Inc.
   Tropicana Station, Inc.
   Gold Rush Station LLC
   Rancho Station LLC
   Magic Star Station LLC
   Aliante Holding LLC
   Aliante Station LLC
   Lake Mead Station, Inc.
   Green Valley Ranch Gaming LLC

The Debtors submitted to the Court their Post-Confirmation
Operating Reports for the period from October 1 to 31, 2011.
The Debtors disclosed that they made these disbursements for the
Period:

   Aliante Gaming LLC                         $7,074,731
   Aliante Station LLC                                $0
   Aliante Holding LLC                                $0


The Debtors submitted to the Court their Post-Confirmation
Operating Reports for the period from July 1 to September 30,
2011.  The Debtors disclosed that they made these disbursements
for the Period:

   Aliante Gaming LLC                        $18,549,868
   Aliante Station LLC                                $0
   Aliante Holding LLC                                $0

In separate filings, Aliante Gaming LLC/Aliante Holding LLC and
Aliante Station LLC submitted to the Court their Post-
Confirmation Operating Reports for the quarter ended June 30,
2011.  Aliante Gaming and Aliante Holding disclosed that they had
an aggregate of $109,962,000 in assets and $442,887,000 in
liabilities during the period.  Aliante Station disclosed that it
had $364,978,000 in assets and $327,300,000 in liabilities during
the same period.  Aliante Gaming and Aliante Holding also
disclosed that they had a net loss of $2,563,000.  Aliante Station
disclosed that it had a $2,409,000 net loss.  Furthermore, Aliante
Gaming and Aliante Holding told the Court that they received cash
totaling $18,370,000 and disbursed cash totaling $17,842,000.
Aliante Station disclosed that it did not receive or disburse any
cash.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: ALiante Objects to IRS's "Satisfied" Claim
-----------------------------------------------------------
Reorganized Aliante Gaming LLC asks the Court to disallow a
priority tax claim filed by the Department of the Treasury
Internal Revenue Service because the claim has previously been
satisfied.

According to Jeffrey D. Saferstein, Esq., at Paul Weiss Rifkind
Wharton & Garrison LLP, in New York, the Court's order
establishing the bar date for filing proofs of claim against the
Subsidiary Debtors Aliante Holding LLC, Aliante Station LLC and
Green Valley Ranch, did not apply to Aliante Gaming because the
Joint Plan of Reorganization with respect to Aliante Gaming
provided that all holders of general unsecured claims would be
paid in full.

Although no bar date was set for Aliante Gaming, several proofs
of claim were filed against Aliante Gaming, Mr. Saferstein tells
the Court.

Mr. Saferstein relates that Reorganized Aliante Gaming's
professionals and agents undertook a review of the various proofs
of claim filed against Aliante Gaming with the assistance of
Station Casinos LLC, the manager of Reorganized Aliante Gaming.
He says that as part of the review, Reorganized Aliante Gaming
and Station Casinos compared the amounts stated in each proof of
claim with the amounts outstanding for each particular creditor
as set forth in Reorganized Aliante Gaming's books and records.

As a result of the review, Reorganized Aliante Gaming determined
that the priority tax claim asserted against Aliante Gaming by
the Department of the Treasury Internal Revenue Service filed on
July 27, 2011 amounting $139,002 has already been satisfied in
full by Aliante Gaming.

Accordingly, Reorganized Aliante Gaming objects to and seeks
disallowance of the IRS Claim.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STORAGE MASTERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Storage Masters - JYP LLC
          fdba JYP Self Storage, LP
        2115 Alaqua Lakes Blvd
        Longwood, FL 32779

Bankruptcy Case No.: 12-00044

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Frank M. Wolff, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: fwolff@whmh.com

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

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

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by John R. Burrows, managing member.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Storage Masters - Goldenrod LLC       12-00045
EAT 2005-022, LLC                     12-00046
Storage Masters ? O?Fallon LLC        12-00047
Storage Masters - Chesterfield LLC    12-00048


SUGARLEAF TIMBER: Will Seek Plan Confirmation at March 22 Hearing
-----------------------------------------------------------------
The hearing on confirmation of Sugarleaf Timber, LLC's Amended
Chapter 11 Plan has been rescheduled from Feb. 23, 2012, to
March 22, 2012, at 9:00 a.m.

On Oct. 31, 2011, the Debtor filed its Amended Chapter 11 Plan of
Reorganization and a related Disclosure Statement.  The Debtors'
Amended Chapter 11 Plan of Reorganization provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.

The Court approved the Disclosure Statement on Dec. 8, 2011.  The
Court fixed Feb. 9, 2012, as the last day for filing written
acceptances or rejections of the plan.  Objections to plan
confirmation must be filed and served 7 days before the date set
forth for the hearing on confirmation of the plan.

Pursuant to the Amended Plan, in the event that the Debtor elects
to retain title to the Clay County Property Remaining Tract,
general unsecured claims for which the Allowed Claim amount
exceeds $300 will be paid $50,000 on the later of (1) May 7, 2012;
or (2) the first business day of the calendar month date on which
the net proceeds from the sale of all or a portion of the Clay
County Remaining Tract exceeds $50,000, at which time Class 4
claimants will receive their pro rata shares of the proceeds.
Additional $50,000 payments will be paid on an annual basis on the
anniversary of the Effective Date, with such payments to continue
until the Allowed Claims are paid in full.

As an alternative treatment, at the Debtor's option in the event
the Debtor does not retain title under the Plan to the Clay County
Remaining Tract, the Class 4 claimants will be paid their pro rata
share of $10,000.

Interest will not accrue after the petition date.

Management of the Reorganized Debtor will remain the same, with
Diversified Investments of Jacksonville, LLC, managing day-to-day
operations through its Manager, Victoria Towers.

As reported in the TCR on Oct. 28, 2011, Farm Credit of Florida,
ACA, opposed approval of the Disclosure Statement filed in support
of SugarLeaf Timber, LLC's Plan of Reorganization dated Sept. 4.
2011.

Counsel to Farm Credit, Brian P. Hall, Esq., at Smith, Gambrekk &
Russell, LLP, in Atlanta, Georgia, contended that the Plan is a
partial "dirt for debt" plan seeking to force Farm Credit to
receive a portion of its real property in full satisfaction of
approximately $27,400,000 in secured claims while the Debtor
retains approximately 622 acres of real property collateral which
Farm Credit is forced to release under the Plan.   The Plan, he
added, also appears to provide a release of Farm Credit's claims
against six individual guarantors.

The Disclosure Statement fails to include adequate information
regarding the value of the property and the risks inherent in
attempting to confirm a partial dirt for debt plan, Mr. Hall
asserted.

He added that the Disclosure Statement is also inadequate in a
number of other respects, including the absence of any explanation
regarding the purpose and legal theories behind the release of the
Guarantors.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUGARLEAF TIMBER: Wants Exclusive Plan Period Extended to April 23
------------------------------------------------------------------
Sugarleaf Timber, LLC, asks the U.S. Bankrutpcy Court for the
Middle District of Florida to extend its Exclusive Plan Period
until 30 days after the Court's entry of an order on whether it
will confirm the Plan of Reorganization considered at the
currently-scheduled confirmations set for March 22, 2012, and
March 23, 2012, and for a related 60 day extension of the
Exclusive Solicitation Period.

Debtor has filed a timely Plan of Reorganization.  The Debtor
believes it is appropriate for the Court to grant it the
sole right to file a Plan of Reorganization until a reasonable
period after the March 2012 confirmation hearing on its current
?dirt-for-debt? Plan.  According to the Debtor, the current plan
is dependent almost exclusively upon what will almost surely be
competing testimony on the Debtor's real properties.  The
extension of the Exclusive Plan Period will allow the Debtor, if
somehow unsuccessful at the valuation hearings, to propose an
alternative confirmable reorganization plan which would provide
for payments payment to Farm Credit as required under 11 U.S.C.
Section 1129.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUMMER VIEW: Proposes Feb. 29 Plan Confirmation Hearing
-------------------------------------------------------
As reported in the TCR on Dec. 5, 2011, Summer View Sherman Oaks,
LLC, will seek approval of the disclosure statement explaining its
plan of reorganization filed Nov. 15, 2011, at a hearing scheduled
for Jan. 11, 2012, at 10:00 a.m.

At the hearing Debtor will ask the Court to fix the following
requisite dates and deadlines:

Feb. 15, 2012,                -- Plan Objection Deadline
Feb. 22, 2012, at 5:00 p.m.   -- Balloting Deadline
Feb. 24, 2012                 -- Deadline for Submission of Ballot
                                 Summary
Feb. 29, 2012, at 10:00 a.m.  -- Confirmation Hearing

Responses to any objections to confirmation of the Plan may be
filed and served by Feb. 22, 2012.

Pursuant to the Plan, the goal is to sell the Property prior to
July 2012-September 2012 (the Maturity Date of the U.S. Bank loan
is July 11, 2014).  The Debtor intends to start making payments to
the creditors on the Effective date and pay off the Loan and all
the creditors from the proceeds of sale.

Allowed Secured Claims of U.S. Bank, owed $18,118,041, will
receive monthly payments of $78,584 until the property is sold.
According to loan documents, the loan must be paid off on
July 11, 2014, with a balloon payment.

Allowed Unsecured Claims, excluding Insiders, owed $24,340, will
be paid in 8 quarterly payments of $3,042 (without interest), or
from the proceeds of the sale, if sale occurred before the
creditor is paid in full.

Interests will receive the balance of the proceeds after
payments to all creditors.

Funding for distributions under the Plan will be sourced from:

a. Proceeds from the sale of the Property;
b. Debtor's cash on hand as of the Effective Date of the Plan;
c. Payment reserve held by the Lender; and
d. Post-confirmation income.

A copy of the Plan of Reorganization and the Disclosure Statement
is available for free at:

         http://bankrupt.com/misc/summerview.dkt137.pdf

About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks,
LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset
real estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SWISS CHALET: Will Seek Plan Confirmation at Jan. 30 Hearing
------------------------------------------------------------
On Dec. 5, 2011, Swiss Chalet, Inc., and G.P. West, Inc., filed a
Joint Disclosure Statement in support of the Debtors' Joint Plan.
The Plan is being filed with the U.S. Bankruptcy Court for the
District of Puerto Rico in each of the two cases of the Debtors,
and will be considered upon separate voting in each of the two
cases, with each of the Debtors required to comply in their
respective cases with the applicable Bankruptcy Code requirements.

The Disclosure Statement, filed Dec. 5, 2011, corrected as to
certain pages submitted as exhibits to the hearing on Dec. 20,
2011, has been approved by the Bankruptcy court.  The hearing on
confirmation of the Plan will be held on Jan. 30, 2012, at 9:00
a.m.  Acceptances or rejections of the Plan will be filed not
later than 7 days prior to the confirmation hearing.

Under the Joint Plan, the Secured Claim of the Centro de
Recaudaciones de Ingresos Municipales, or "CRIM" (Class 1),
Allowed Priority Claims under Section 507(a)(7) of the Bankruptcy
Code (Class 3), interests in Debtor GPW (Class 5(a)), and
Interests in Debtor SCI (Class 5(b)), are unimpaired.  The shares
of the equity interest holders in GPW and SCI will remain
unaltered.

The Class 2(a) Claim of CPG/GS PR NPL, LLC, or "CPG", secured by
substantially all assets of Debtor GPW's assets ($9,065,950), the
Class 2(b) Claim of CPG secured by substantially all assets of
Debtor SCI's assets ($119,154,958, as may be reduced for the
payments made during the reorganization period), allowed general
unsecured claims in the GPW Case in Class 4(a), totaling
$7,576,701 (including the deficiency claim of CPG/GS and the
Allowed Claims of Insiders and Affiliate), and Class 4(b) Allowed
Unsecured Claims in the SCI Case, totaling $11,456,035 (exclusive
of CPG $29,000,000 deficiency claim), are all impaired under the
Plan.

Class 2(a)

Class 2(a) will be paid on the Effective Date by vesting in CPG
Island Properties II LLC, free and clear of all interests, liens
(except for any liens for amounts due to CRIM), leases, and
encumbrances, unless otherwise requested by CPG, all of Debtor
GPW's realty and all other property of GPW's securing CPG/GS'
claims.  Estimated Recovery is 71%.

Class 2(b)

Class 2(b) will be treated as follows:

A) With respect to the DoubleTree Hotel and Related Assets, CPG/GS
will restructure the debt secured by the DoubleTree Hotel, Gallery
Plaza 5th Floor Commercial, Gallery Plaza Ground Floor Retail, and
Gallery Plaza Parking not part of the residential units
(collectively, the "Hotel Assets").  The restructured loan secured
by the Hotel Assets will be paid at the end of 42 months.

B) With respect to the Atlantis and Gallery Plaza Condominiums,
SCI will transfer or cause to be transferred to CPG Island
Properties II LLC, by writ on the Effective Date, all of the
residential units owned by SCI that serve as collateral for the
Atlantis Condominium Loan and Gallery Plaza Loans, together with
all benefits of contractors' warranties and performance bonds that
may apply, without waiver of construction contractors' liabilities
for warranties, free and clear of all liens, claims, interests,
liabilities, and encumbrances (other than any senior liens by
CRIM); and all the deposits received for the sale of such units,
but subject to all of seller's obligations in respect of such
deposits.

Class 4(a)

Holders of Class 4(a) Allowed General Unsecured Claims, including
those arising from rejected executory contracts or unexpired
leases, but excluding CPG/GS' Deficiency Claim and Claims from
Insiders and Affiliate, SCI, in full satisfaction of such claims
will be paid on the Effective Date pro-rata from the remaining
balance of the $85,000 GPW Carve-Out after payment of
Administrative Expense Claims and Priority claims in the GPW Case,
estimated at $6,500.

Holders of Allowed General Unsecured Claims considered Insiders,
basically consisting of GPW's Shareholders and Affiliate, SCI,
will condone their claims as of the Effective Date of the Plan,
but only if the Plan is confirmed.  These claimants will not
receive payments under the Plan but are entitled to vote. These
claims amount to $4,932,967.65.

The deficiency claim of CPG's against GPW totaling $2,653,000,
will be dealt with under this Class, will not receive any
dividends as part of this Class, but is entitled to vote to accept
or reject the Plan.

Estimated Recovery is 70%-90%.

Class 4(b)

Holders of Allowed General Unsecured Claims, including those
arising from rejected executory contracts, but excluding CPG/GS'
deficiency claim, those arising from deposits in escrow by
individuals for the purchase of units at Atlantis Condominium, and
those related to Insiders and Affiliates, if any, will be paid in
full satisfaction of such Claims on the Effective Date pro-rata
from the remaining balance of the SCI Carve-Out, after the payment
therefrom of the above listed Administrative Expense Claims,
including allowed professional fees and expenses, Allowed Priority
Tax Claims, and Priority Claims (Class 3 Claims allowed in the
Bankruptcy Case (SCI)).

Estimated Recovery is 6.6%

A copy of the Joint Disclosure Statement is available for free at:

         http://bankrupt.com/misc/swisschalet.doc135.pdf

About The Swiss Chalet Inc.

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

                          About GP West

GP West, Inc., based in San Juan, Puerto Rico, is engaged in the
rental of residential and non-residential real properties under
the name of GP West, Inc..  GPW owns a non-residential parcel of
land located at the southwest corner of De Diego Avenue and Wilson
Street, San Juan, P.R., which is currently leased to Supermercados
Maximo, Inc.  GPW also owns 8 residential apartments at Gallery
Plaza Condominium, acquired in March 2011 for its affiliate SCI,
6 of which are currently leased to BPP Retail Management, LLC.
GPW filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-
04954) on June 9, 2011.  Eduardo J. Corretjer Reyes, Esq., at
Bufete Roberto Corretjer Piquer, in San Juan, P.R., represents the
Debtor in its restructuring effort.  CPA Luis R. Carrasquillo &
Co., P.S.C., serves as financial consultant.  In its schedules,
the Debtor disclosed $13,384,251 in assets and $132,825,590 in
debts.  The petition was signed by Jose Teixidor Mendez,
president.

No trustee or examiner has been appointed in this Chapter 11
case, and no official committee of creditors or otherwise has been
appointed or designated.


TRAILER BRIDGE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Trailer Bridge, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $2,853,914
B. Personal Property           $94,492,067
C. Property Claimed as
    Exempt

D. Creditors Holding
    Secured Claims                               $106,534,275
E. Creditors Holding
    Unsecured Priority
    Claims                                            $22,057
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $5,982,601
                                -----------      ------------
       TOTAL                    $97,345,981      $112,538,934

A copy of Trailer Bridge, Inc.'s schedules is available for free
at http://bankrupt.com/misc/TRAILERBRIDGE_sal.pdf

                         About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.


TRIBUNE CO: Parties Agree on May Plan Confirmation Hearing
----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will convene a status hearing in Tribune
Company's Chapter 11 case for the purpose of finalizing process
and scheduling issues in connection with the confirmation of the
Third Amended Joint Plan of Reorganization and the allocation
disputes among the parties, on January 11, 2012.

In preparation for the status hearing, parties-in-interest are
directed to confer again to reach agreement on scheduling with
respect to allocation disputes and confirmation of the Third
Amended DCL Plan "with a view toward a confirmation hearing to be
held in mid- to late- May 2012," Judge Carey said in a Dec. 29,
2011 memorandum of opinion.

In November, Tribune Co., the Official Committee of Unsecured
Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon &
Co., L.P. and JPMorgan Chase Bank, N.A., filed the Third Amended
DCL Plan to comport with the Court's Oct. 31, 2011 Confirmation
Opinion.  They asked that the Court fix a disclosure/confirmation
schedule for the Plan.

The parties have expressed views about certain allocation
disputes and when it is appropriate to resolve them.  At a
December 13 hearing, the Court noted that the competing
allocation dispute schedules proposed by the DCL Plan Proponents
and the group of Aurelius Capital Management, LP, were not
meaningfully different.

With respect to the proposed disclosure/confirmation schedules,
the difference was greater, says the bankruptcy judge.  Embedded
in the differing views is the issue of whether all so-called
allocation issues should be resolved before voting is allowed on
the Third Amended DCL Plan, Judge Carey acknowledged.

In connection with the status hearing, Judge Carey advised the
parties that, while open to a two-step process in which remaining
allocation disputes are presented to the Court for disposition
prior to allowance of voting on the Third Amended DCL Plan, the
Court reserves its discretion to determine whether and when
allocation disputes -- regardless of when actually heard --
should be determined.

In any event, any determination will be made in accordance with
Rule 7001(8) of the Federal Rules of Bankruptcy Procedure and
subject to confirmation of a plan, the bankruptcy judge told the
parties.

                   Motion to Reconsider Granted

Judge Carey granted the request by (i) Aurelius Capital
Management, LP and (ii) Law Debenture Trust Company of New York
and Deutsche Bank Trust Company Americas for reconsideration of an
October 31, 2011 ruling by the bankruptcy judge.

To recall, Aurelius, et al., asked the Court to reconsider the
Confirmation Opinion's discussion and determination of an
objection by Wilmington Trust Company to the DCL Plan's proposed
treatment of the claims of the PHONES Notes.  WTC objected to
Court's reconsideration of the Subordination Determination,
arguing that Aurelius, et al., do not meet the legal standard for
reconsideration, that the Court correctly determined that the
causes of action under Chapter 5 of the Bankruptcy Code are not
"assets of the Company," and that the plain language of the
PHONES Indenture limits subordination solely to payments and
distributions of "assets of the Company."

Judge Carey previously indicated that the PHONES class should be
able to recover at least part of a claim with a face value of
$1.2 billion, getting its share from money going to Aurelius and
other junior creditors, Walter Hamilton and Julie Wernau of
Chicago Tribune noted in another article.  That decision opened
the door to a parallel demand from Tribune Co. Chairman Sam Zell,
whose affiliate owns a similar note, according to the report.

In an accompanying memorandum of opinion, Judge Carey
acknowledged that he erroneously said that the "Noteholders"
joined in the objection to the treatment of subordinated debt
with respect to distributions from the DCL Litigation Trust,
although Aurelius, et al., who are Senior Noteholders, did not
join in that objection.  Judge Carey further recognized that his
consideration of the phrase "assets of the Company" was too
limited.

The overall purpose of Article 14 of the PHONES Indenture, in
general, and Section 14.02 of the PHONES Indenture, in
particular, is to ensure that the PHONES Notes are subordinated
to the Senior Indebtedness, the bankruptcy judge held.  Judge
Carey added that the Section 14.02 introductory phrase "upon
distribution of the assets of the Company" must be read in light
of the overall language of the Section.

Thus, the Confirmation Opinion is amended to strike the
"Subordination Determination," Judge Carey determined

                PHONes Notes Plea Also Granted

Judge Carey granted the Noteholders' separate motion for
reconsideration of the Confirmation Opinion, clarifying that he
did not make any determination regarding the amount of
indebtedness of the PHONES Notes in the Confirmation Opinion.

Judge Carey made clear that the chart in the Background section
of the Confirmation Opinion reflected that the Debtors' Pre-LBO
Indebtedness included the PHONES Notes indebtedness of $612
million as of April 2007.  These figures were taken from the
Debtors' Form 10-Q dated April 1, 2007 and used in the
Confirmation Opinion for illustrative purposes only, the
bankruptcy judge said.

Judge Carey however denied the Noteholders' remaining requests
for reconsideration:

  (1) the Noteholders ask the Court to reconsider whether the
      LBO Lenders are entitled to share in any DCL Litigation
      Trust proceeds received from the pursuit of fraudulent
      transfer claims arising from the LBO; and

  (2) the Noteholders ask the Court to reconsider its approval
      of the proportionate judgment reduction provision in the
      Bar Order proposed by the DCL Plan.

Judge Carey determined that neither of the Noteholders' remaining
requests for reconsideration meets the standard for
reconsideration under Rule 59(e) of the Federal Rules of Civil
Procedure.

"I considered the reasonableness of the DCL Plan Settlement and,
for all the reasons detailed in the Confirmation Opinion,
concluded that 'the DCL Plan Settlement should be approved
because it is fair, reasonable and in the best interest of the
Debtors' estates and it is properly part of the DCL Plan pursuant
to Bankruptcy Code Section 1123(b)(3)(A),'" Judge Carey opined.
The Noteholders' request for reconsideration of the LBO Lenders'
participation in the Trusts' recoveries is a renewed attack
against the fairness of the DCL Plan Settlement, the bankruptcy
judge determined.

Judge Carey previously concluded, consistent with the Third
Circuit's decision in Eichenholtz v. Brennan, 52 F.3d 478, 487
(3d Cir. 1995), that the proportionate judgment reduction
provision in the proposed Bar Order was fair to both objecting
parties.  "Although I further concluded that the Bar Order's
language should be revised to enjoin directly any actions by
Potential Plaintiffs that do not conform to the terms of the Bar
Order," Judge Carey noted.

As discussed in the Confirmation Opinion, other courts have
determined that the trial court adjudicating the claims against
the non-settling defendants may determine the actual amount of
the proportionate judgment reduction, Judge Carey related.  "In
balancing the competing concerns of the Bar Order's effect upon
the future plaintiffs and the non-settling defendants, I decided
that the proportionate judgment reduction provision is, among the
three alternatives, the fairest under these circumstances," Judge
Carey held.

A full-text copy of the Memorandum of Opinion dated Dec. 29, 2011
is available for free at:

   http://bankrupt.com/misc/Tribune_Dec29ReconOpinion.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Wins Approval of Randy Michaels Settlement
------------------------------------------------------
Tribune Co. and its affiliates sought and obtained permission from
Judge Kevin Carey to settle the disputed postpetition claims of
Randy Michaels a/k/a Benjamin Home pursuant to a settlement
agreement and general release.

In December 2009, Mr. Michaels served as the President and Chief
Executive Officer of Tribune and member of the board of directors
of Tribune.  On October 22, 2010, Mr. Michaels tendered his
resignation to the Board of Directors.

Mr. Michaels alleged certain claims against Tribune principally
including a claim for payment of a pro-rated bonus award
allegedly due under Tribune's 2010 Management Incentive Plan, in
which he was a participant.  Tribune understands Mr. Michaels'
position to be that his resignation was involuntary and
equivalent to a termination without cause, and that he resigned
at the Board of Directors' alleged express or implied request
because he understood that his employment purportedly would
otherwise be terminated.  Based on Mr. Michaels' October 22, 2010
resignation date, if eligible to receive a payment under the 2010
MIP for termination without cause, his pro-rated award would
equal approximately $900,000.

Tribune believes that it has defenses to Mr. Michaels' claims.
Nevertheless, to avoid the risks, costs and burdens of
litigation, Tribune and Mr. Michaels negotiated and agreed to
resolve Mr. Michaels' disputed postpetition claims.

The salient terms of the Settlement Agreement are:

(1) Tribune will pay Mr. Michaels $675,000, less any authorized
   withholdings deductions, and reimbursement of his documented
   actual and reasonable attorneys' fees through the effective
   date of the Settlement Agreement, up to (and not exceeding)
   $50,000.

(2) Mr. Michaels will not participate in or receive payment under
   any current or future incentive or severance programs that
   the Company or any of its affiliates may implement.

(3) Mr. Michaels releases the Company and the other released
   parties set forth in the Settlement Agreement from all claims
   that he now has or has ever had against the Company or any of
   the other Released Parties occurring or existing at any time
   prior to or on the date on which he signs the Settlement
   Agreement.  The claims waived, relinquished and released by
   Mr. Michaels under the Settlement Agreement include his
   disputed claim for a 2010 MIP award, and further include, but
   are not limited to:

   (a) all claims arising out of or related in any way to
       Mr. Michaels' employment, compensation, other terms and
       conditions of employment, or termination from employment
       with the Company or any of the other Released Parties,
       including, all claims for any compensation payments,
       bonus, severance pay, equity, or any other compensation
       or benefit;

   (b) all claims that were or could have been asserted by
       Mr. Michaels or on his behalf: (i) in any federal, state,
       or local court, commission, or agency; (ii) under any
       common law theory; or (iii) under any services,
       employment, contract, tort, federal, state, or local law,
       regulation, ordinance, constitutional provision, or
       executive order; and

   (c) all claims that were or could have been asserted by Mr.
       Michaels or on Mr. Michaels' behalf arising under any of
       these laws, as amended: the Age Discrimination in
       Employment Act; Title VII of the Civil Rights Act of
       1964; the Americans with Disabilities Act; the Lilly
       Ledbetter Fair Pay Act of 2009; the Employee Retirement
       Income Security Act; the Family and Medical Leave Act;
       the Illinois Human Rights Act; the Illinois Wage Payment
       and Collection Act; and the Chicago and Cook County Human
       Rights Ordinances;

   provided that if a Released Party subsequently asserts any
   claims against Mr. Michaels relating to his employment,
   compensation, other terms and conditions of employment or
   separation, he can assert claims and defenses against that
   Released Party solely to offset any damages award against him
   (he may not seek or receive any affirmative recovery).  The
   Company and the other Released Parties are not releasing any
   claims against Mr. Michaels in the Settlement Agreement.

Moreover, the disputed claims that will be resolved by the
Settlement Agreement are postpetition claims relating to
Tribune's ordinary business operations, including for payment of
the 2010 MIP award already authorized by the Court.
Nevertheless, Tribune determined out of an abundance of caution
to seek Court authorization to enter into the Settlement
Agreement.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, asserts that if Mr. Michaels was to seek to recover the
disputed 2010 MIP payment under the Illinois Wage Payment and
Collection Act, he could also seek "damages of 2% of the amount
of any underpayments for each month following the date of payment
during which such underpayments remain unpaid," plus "costs and
all reasonable attorneys' fees."  Litigation of Mr. Michaels'
$900,000 2010 MIP claim could potentially expose Tribune not only
to payment of the disputed claim, but also to potentially
escalating damages of approximately $18,000 for each month the
claim remains unresolved, and to payment of Mr. Michaels' costs
and attorneys' fees (in addition to those of the Company), Mr.
Conlan avers.

"By eliminating Tribune's potential liability with respect to Mr.
Michaels' 2010 MIP claim and any other potential claims and
related defense costs and expenses, the Settlement Agreement
conserves Tribune's resources for the benefit of its estate and
creditors," Mr. Conlan insists.  In addition, Tribune's Board of
Directors and current senior management determined that the value
to its estate from the acceptance of the Settlement Agreement
significantly outweighs the Settlement Amount, Mr. Conlan states.
The Official Committee of Unsecured Creditors and the U.S.
Trustee for Region 3 also do not object to the relief requested
in the Debtors' Motion, Mr. Conlan adds.

The Debtors told the Court that no answer, objection or other
responsive pleading to the Michaels Settlement Motion was filed.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Wants Stay of Avoidance Suits Until June 30
------------------------------------------------------
Tribune Co. and its affiliates ask the bankruptcy court to extend
the "Termination Date" in the order staying avoidance actions
commenced by the Debtors pursuant to Section 546(a) of the
Bankruptcy Code through and including June 30, 2012.

Pursuant to Rule 9006-2 of the Local Rules of the Bankruptcy
Court for the District of Delaware, the filing of the motion
extends the current December 30, 2011 Termination Date until a
hearing on the Debtors' Motion without the need for a bridge
order.

An extensive and lengthy evidentiary trial and oral arguments in
connection with the confirmation proceedings on the Competing
Plans were held in March, April and June 2011.  On October 31,
2011, the Court issued the confirmation opinion in which it
denied confirmation of each of the Competing Plans.  The DCL Plan
Proponents filed the Third Amended Joint Plan of Reorganization,
which is intended to comport with the Confirmation Opinion, thus
providing a clear path for the Debtors to exit from bankruptcy as
quickly as possible.  The Court recently scheduled a status
hearing on January 11, 2012, to discuss the Plan confirmation
schedule.  Accordingly, the Debtors seek the extension of the
Stay of the Avoidance Actions to permit the parties to continue
to enjoy the benefits of the Stay pending a ruling on
confirmation of the Third Amended DCL Plan.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, asserts that many of the claims that are subject of
Avoidance Actions in the Debtors' Chapter 11 cases may be
eliminated, reduced, or modified in the event the Third Amended
DCL Plan is confirmed, because the Third Amended DCL Plan
provides for full payment to general unsecured creditors of the
subsidiary Debtors.  He insists that the extension to June 30,
2012 appropriately preserves the status quo while the Court
considers the Third Amended DCL Plan and the Debtors take the
steps necessary to satisfy the preconditions to a confirmed plan
becoming effective, including, obtaining approval from the
Federal Communications Commission.  He assures the Court that the
extension of the Stay will not prejudice any of the defendants to
the Avoidance Actions, who will conserve their resources until a
final resolution is reached on the Third Amended DCL Plan and the
Debtors determine the appropriate course of action on the
Avoidance Actions based on that resolution.  Should the Third
Amended DCL Plan be confirmed and become effective prior to the
June 30, 2012 Termination Date, the Debtors or other parties will
be able to take appropriate steps to seek to lift the Stay of the
Avoidance Actions if necessary, he adds.

The Court will consider the Debtors' request on January 11, 2012.
Objections are due no later than January 4.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


VILLAGE RESORTS: Section 341(a) Meeting Scheduled for Jan. 25
-------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
of Village Resorts, Inc., on Jan. 25, 2012, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

The Debtor has until March 20, 2012, to file a Chapter 11 plan of
reorganization and accompanying Disclosure Statement.  A status
hearing will be held on March 26, 2012, at 10:30 a.m.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


WASHINGTON MUTUAL: Court OKs Stipulations Over D&O Claims
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court issued
an order approving a stipulation withdrawing certain of the
Washington Mutual's deposition notices to director and officer
claimants with respect to estimation motion in connection with D&O
indemnification claims.

Separately, BankruptcyData.com reports that the Court also
approved a stipulation resolving the Debtors' motion to estimate
the maximum amount of certain claims for purposes of establishing
a reserve under the Debtors' confirmed Chapter 11 Plan with
respect to certain D&O indemnification claims (Claim Nos. 3194,
3196, 3197 and 3198).  According to the motion, "The relief
requested . . . will allow the Debtors to effectuate timely
distributions under the Plan, without undue delay."

                      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 filed a Seventh Amended Plan in December 2011 to carry out a
global settlement intended to remove nearly all opposition to the
reorganization.

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.


WASTE2ENERGY HOLDINGS: Sec. 341 Meeting of Creditors on Feb. 9
--------------------------------------------------------------
The U.S. Trustee for the District of Delaware will convene a
meeting of the creditors of Waste2Energy Holdings, Inc., on
Feb. 9, 2012, at 10:30 a.m. at:

        US District Court
        844 King Street, J. Caleb Boggs Federal Building
        2nd Floor, Room 2112
        Wilmington, Delaware

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 Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.


WASTE2ENERGY HOLDINGS: Files List of 20 Largest Unsec. Creditors
----------------------------------------------------------------
Waste2Energy Holdings, Inc., has filed with the U.S. Bankruptcy
Court for the District of Delaware a list of its 20 largest
unsecured creditors.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                          Nature of Claim     Claim Amount
  ------                          ---------------     ------------
Steven Benkovsky
80 Raynor Avenue
Ronkonkoma, NY 11779-6650         Unsecured Note     $2,000,000.00

Lance & Arlene Phillips
6 Hobson Drive
Livingston, NJ 07039              Unsecured Note       $855,500.00

Luppino Landscaping LLC
77 Sheather Road
Mount Kisco, NY 10549-4622        Unsecured Note       $750,000.00

Thomas J. & Norva H. Gormley      Unsecured Note       $500,000.00

SEC Solutions                     Unsecured Note       $430,977.00

Michael Robbins                   Unsecured Note       $375,000.00

Daniel C. Ruda                    Unsecured Note       $283,500.00

Steven Carver                     Unsecured Note       $272,051.00

Martin Johnston                   Unsecured Note       $265,000.00

Andrew J. & Kim M. Savage         Unsecured Note       $250,000.00

Claude Kerry McCann, Jr.          Unsecured Note       $250,000.00

Guzov Ofsink LLC                  Professional Fees    $227,602.00

John Holland                      Unsecured Note       $202,000.00

Cary Williams                     Unsecured Note       $200,000.00

William Simmelink                 Unsecured Note       $200,000.00

Bryan M. Schiff                   Unsecured Note       $200,000.00

David E. Gibbs, Jr.               Unsecured Note       $200,000.00

CMS Limited (Rodney Heathers)     Unsecured Note       $200,000.00

Duane Meyer                       Unsecured Note       $195,400.00

Marcum & Kliegman LLP             Professional Fees    $151,465.00

                   About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.


WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering
--------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission amendment no.2 to Form S-3 registration statement
relating to the resale by selling stockholders of up to 5,267,374
shares of Wave's Class A common stock, par value $0.01 per share.
The shares of Class A common stock were initially issued to the
selling stockholders on Sept. 22, 2011, in connection with Wave's
acquisition of Safend Ltd., a company formed under the laws of
Israel, or Safend.

The selling stockholders may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Dec. 28, 2011, was $2.09 per share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/anUpH5

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WEST CORP: Board Approves Amendment to 2006 Exec. Incentive Plan
----------------------------------------------------------------
The Board of Directors of West Corporation approved an amendment
to the Company's 2006 Executive Incentive Plan, which amendment
increased the maximum number of shares of common stock of the
Company, par value $0.001 per share that may be issued pursuant to
or subject to outstanding awards under the 2006 EIP from
11,276,291 to 38,435,427, in each case, in addition to shares
issuable upon exercise of rollover options.  The effectiveness of
the amendment to the 2006 EIP was conditioned on the effectiveness
of the Conversion and the Reclassification.  In connection with
the adoption of the amendment, the Board of Directors also took
action in accordance with the terms of the 2006 EIP to adjust the
number and kind of shares of stock or securities subject to awards
outstanding under the 2006 EIP to give effect to the Conversion
and the Reclassification.

The Company is party to Restricted Stock Award and Special Bonus
Agreements and Restricted Stock Award Agreements with certain
officers and employees of the Company, which Restricted Stock
Agreements provide for the issuance of shares of Common Stock that
are subject to time or performance vesting.  The Board of
Directors approved the amendment of the Restricted Stock
Agreements with each of the current employees party to a
Restricted Stock Agreement with the Company in accordance with the
terms of the 2006 EIP to provide for immediate vesting of all
shares awarded thereunder outstanding for more than five years,
such vesting to become effective as of the Conversion.  The
amendments to the Restricted Stock Agreements provided for the
acceleration of an aggregate of 4,371,864 shares of Common Stock,
including the acceleration of 641,664.5 shares of Common Stock
granted to Thomas B. Barker, 500,025 shares of Common Stock
granted to Nancee R. Berger, 333,350 shares of Common Stock
granted to Steven M. Stangl and 333,350 shares of Common Stock
granted to Paul M. Mendlik.

The Board of Directors adopted the amendment and restatement in
its entirety of the West Corporation Nonqualified Deferred
Compensation Plan to give effect to the Conversion and the
Reclassification.

On Dec. 30, 2011, the Company completed the conversion of the
Company's outstanding Class L Common Stock into shares of Class A
Common Stock and thereafter the reclassification of all of the
Company's Class A Common Stock as a single class of Common Stock
by filing an amendment to its amended and restated certificate of
incorporation with the Delaware Secretary of State.  Upon the
effectiveness of the filing of the Charter Amendment, each share
of the Company's outstanding Class L Common Stock was converted
into 40.29 shares of Class A Common Stock pursuant to the
Conversion, and all of the outstanding shares of Class A common
Stock were reclassified as shares of Common Stock pursuant to the
Reclassification. Following the Conversion and Reclassification,
all shares of Common Stock will share proportionately in
dividends.  The Charter Amendment also increased the number of
authorized shares of the Company to 900,000,000 shares of Class A
Common Stock and 100,000,000 shares of Class L Common Stock.
Following consummation of the Conversion and the Reclassification,
the Company had one billion authorized shares of Common Stock.

Immediately following the consummation of the Conversion and the
Reclassification, an amended and restated certificate of
incorporation of the Company was filed with the Delaware Secretary
of State.  The Amended and Restated Certificate of Incorporation
provided for the elimination of certain obsolete provisions
relating to the Company's prior dual-class common stock structure.
Each of the Charter Amendment, the Amended and Restated
Certificate of Incorporation, the Conversion and the
Reclassification was approved by the unanimous written consent of
the Board of Directors of the Company and adopted by the written
consent of the holders of a majority of each of the outstanding
shares of Class A Common Stock and the outstanding shares of Class
L Common Stock.

On Dec. 29, 2011, the Company's stockholders took action by
written consent to approve each of the Charter Amendment and the
Amended and Restated Certificate of Incorporation.  As of the
record date of the Written Consent, the Company had 87,851,063.65
shares of Class A Common Stock, par value $0.001 per share
outstanding and entitled to vote and 9,979,049.83 shares of Class
L Common Stock, par value $0.001 per share outstanding and
entitled to vote.  The Written Consent was executed by the holders
of 7,257,500 shares of Class L Common Stock, representing
approximately 72.7% of the outstanding shares of Class L Common
Stock, and 58,060,000 shares of Class A Common Stock, representing
approximately 66.1% of the outstanding shares of Class A Common
Stock, which is sufficient to approve the actions contemplated by
the Written Consent.

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
billion in total assets, $4.14 billion in total liabilities, $1.64
billion in Class L common stock, and a $2.56 billion total
stockholders' deficit.

Deloitte & Touche LLP, in Omaha, Nebraska, expressed an
unqualified opinion on the Company's Annual Report for the year
ended Dec. 31, 2010.  In the auditor's opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of Dec. 31, 2010, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.

                          *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WLG #3, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: WLG #3, LLC
        P.O. Box 1088
        Lagrange, GA 30241

Bankruptcy Case No.: 12-10018

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: H. Matthew Horne, Esq.
                  ROSENZWEIG, JONES, HORNE & GRIFFIS, P.C.
                  32 South Court Square
                  P.O. Box 220
                  Newnan, GA 30264
                  Tel: (770) 253-3282
                  E-mail: matt@newnanlaw.com

Estimated Assets: $100,001 to $500,000

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

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Kenneth Gordon, secretary.


W.R. GRACE: U.S. Trustee Names T. Weschler to Equity Committee
--------------------------------------------------------------
Roberta A. DeAngelis, U.S. States Trustee for Region 3, filed with
the U.S. Bankruptcy Court for the District of Delaware an amended
notice of appointing members of the Official Committee of Equity
Security Holders in the bankruptcy cases of W.R. Grace & Co. and
its debtor affiliates.

The U.S. Trustee disclosed that Peninsula Partners, L.P., has been
replaced by R. Ted Weschler effective immediately.

The members of the Equity Committee are:

     (1) R. Ted Weschler
         404B East Main Street, 2nd Floor
         Charlottesville, VA 22902
         Telephone: (804) 297-0816
         Facsimile: (804) 220-9321

     (2) Angus W. Mercer
         4500 Carmel Estates Road
         Charlotte, NC 28226
         Telephone: (704) 542-1422
         Facsimile: (704) 542-1423

     (3) Simon Atlas
         8314 Meadowlark Lane
         Bethesda, MD 20817
         Facsimile: (301) 365-9128

     (4) Raymond E. Smiley
         35415 Solon Road
         Solon, OH 44139-2415
         Telephone: (440) 248-5967
         Facsimile: (440) 248-2051

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: R. Ted Weschler Discloses 5.1% Stake in Grace Equity
----------------------------------------------------------------
In amended Schedules 13D and Forms 4 filed with the U.S.
Securities and Exchange Commission on December 19, 2011, R. Ted
Weschler, managing member of Peninsula Investment Partners, L.P.
and Peninsula Capital Advisors, LLC, disclosed that he
beneficially owns 5.1% of the shares of common stock of W.R. Grace
& Co.

Peninsula Capital and Peninsula Investment beneficial own no share
of Grace Common Stock.

Mr. Weschler acquired 450,158 share of Grace Common Stock on
December 15, 2011, which he received as a result of an in-kind
distribution from Peninsula Investment.  Following the
transaction, he now beneficially owns 3,740,902 shares of the
Common Stock, representing 5.1% of the 73,826,771 shares of Grace
Common Stock issued and outstanding as of October 31, 2011.

According to the Schedule 13D SEC filing, 10,765,600 shares of
Common Stock were distributed in-kind from Peninsula Investment.
The securities distributed to Peninsula Capital's general partner
were then distributed to Mr. Weschler.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wants Extension of LOC Termination Until 2013
---------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to (i) enter into the Second Amendment to
Postpetition Letter of Credit Facility Agreement, extending the
Stated Termination Date of their letter of credit facility from
March 1, 2012, to March 1, 2013, and (ii) pay an amendment fee of
$250,000 pursuant to the terms of the Second L/C Facility
Amendment.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that on February 4, 2011, the Court
approved the First L/C Facility Amendment, which extended the
Stated Termination Date through March 1, 2012, and provided the
Debtors with an option to increase the Total Facility from $100
million to $120 million upon payment of an increase fee of
$50,000.  The original L/C Facility's Stated Termination Date was
March 1, 2011.

Ms. Jones contends that the L/C Facility has enabled the Debtors
to provide letters of credit to counterparties on an as-needed
basis during the ordinary course of their business operations
pending their emergence from Chapter 11.  The Debtors do not
anticipate emerging from their Chapter 11 cases and entering into
exit financing prior to the Stated Termination Date.  Hence, they
negotiated and agreed with Bank of America, N.A., an extension of
the Stated Termination Date until March 1, 2013 on the terms and
conditions set forth in the Second L/C Facility Amendment.

The Second L/C Facility Amendment eliminates the option to
increase the Total Facility, and also requires the Debtors to pay
an Amendment Fee of $250,000, which is the same amount as the
amendment fee for the First L/C Facility Amendment, Ms. Jones
explains.  The Debtors submit that, under the circumstances of the
cases, the Amendment Fee is a fair and reasonable fee for
extending the L/C Facility's term for another year.  The Debtors
believe that there are no commercially practical alternatives to
having an L/C facility, and were the Debtors to allow this L/C
Facility to expire without it being renewed or replaced, their
business operations could face considerable and entirely
unnecessary disruption.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: In Talks Over Kootenai River Asbestos Cleanup
---------------------------------------------------------
W.R. Grace & Co. is in discussions with federal officials over how
to clean up asbestos washing into the Kootenai River from a
vermiculite mine the Company owns in northwest Montana, The
Associated Press reports.

Matthew Brown of AP says that more than 20 years after Grace
closed an above-ground mine near the town of Libby, Montana, tests
results provided by federal regulators show high amounts of
asbestos pouring from the creeks inside the mine site during the
annual spring snowmelt.  The creeks drain into the Kootenai just
upstream of Libby, where an estimated 400 people have been killed
and 1,750 sickened by asbestos dust released when vermiculite ore
was mined.

According to the report, the U.S. Environmental Protection Agency
regulators said they are trying to gauge the risk from the water-
borne asbestos, as they have yet to determine how far downriver
the contamination might extend.  "We are still looking to acquire
data to tell us what the risks would be at the concentrations that
we're seeing," said EPA project manager, Christina Progess.

Libby residents are worried the contaminated water could prolong a
cleanup that has cost more than $370 million over the past decade,
the AP report says.  At the mine site, one water sample taken from
Rainy Creek in May 2011 showed 276 million asbestos fibers per
liter of water.

William Corcoran, Grace vice president, has said in a statement
that the Company has been working for several years to come up
with a plan to remediate the mine site, including Rainy Creek,
according to AP.  He said the Company was cooperating with the EPA
and that discussions were continuing.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Fourth Quarter Results Out Feb. 1
---------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced that it will release its
fourth quarter 2011 financial results at 6:00 a.m. ET on
Wednesday, February 1, 2012.

A company hosted conference call and webcast will follow at 11:00
a.m. ET that day.

During the call, Fred Festa, Chairman and Chief Executive
Officer, and Hudson La Force, Senior Vice President and Chief
Financial Officer, will discuss the fourth quarter results.  A
question and answer session with analysts will follow the prepared
remarks.

Access to the live webcast and the accompanying slides will
be available through the Investor Information section of the
company's Web site, http://www.grace.com. Those without access to
the internet can participate by dialing +1.866.356.4279 (U.S.) or
+1.617.597.5394 (International).  The participant passcode is
16560119.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 2:00 p.m. ET on February
1.  The replay will be accessible by dialing +1.888.286.8010
(U.S.) or +1.617.801.6888 (International) and entering participant
passcode 56283700.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YUKOS OIL: Baker Botts Sues SEC Over Denied FOIA Request
--------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Baker Botts LLP
filed suit Tuesday in Texas federal court against the U.S.
Securities and Exchange Commission seeking to enforce its Freedom
of Information Act request for documents related to now-defunct
energy company OAO NK Yukos' consultation with the agency.

According to Law360, Baker Botts said that after repeated
sufficient requests for the documents under the FOIA, the agency
has refused to hand over the documents or justify its failure to
do so.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an
open joint stock company under the laws of the Russian Federation.
Yukos was involved in energy industry substantially through its
ownership of its various subsidiaries, which own or are otherwise
entitled to enjoy certain rights to oil and gas production,
refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


* Liquidity Pressures Increase on Junk-Rated Companies
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a report from Moody's Investors Service,
liquidity pressures on junk-rated companies increased in December.
The percentage of junk-rated companies with the weakest liquidity
rose to 4.8% in December from 4.2% in November, Moody's said.  The
liquidity-stress index last month was the highest since December
2010, when it was 5.1%. Moody's is predicting that the junk-bond
default rate will rise to 2.4% in November 2012, from 1.8% last
month.


* Desgrosseilliers & Kirkland's Miller Join Donlin Recano
---------------------------------------------------------
Donlin Recano has announced the addition of Alison Miller --
amiller@donlinrecano.com -- and Kelly Desgroseilliers --
kdesgroseilliers@donlinrecano.com -- to its national business
development team.

Based in the firm's Chicago office, Ms. Miller will focus on
developing and maintaining relationships with DRC's list of
clients and expanding market share.

Based in Wilmington, Delaware, Ms. Desgroseilliers will
concentrate on DRC's core claims management, noticing, balloting
and distribution business as well as creditor information services
and virtual data rooms.

Prior to joining DRC, Ms. Miller was an associate in the
Restructuring Group at Kirkland & Ellis LLP in New York.

Ms. Desgrosseilliers has a strong business background.  The wife
of Mark Desgrosseilliers, partner at Wombie Carlyle, has been a
court appointed special advocate, representing the interests of
abused and neglected children.


* Bracewell & Giuliani's Mark Joachim Joins Arent Fox
-----------------------------------------------------
Mark B. Joachim has left New York law firm Bracewell & Giuliani
LLP to join Arent Fox LLP as a partner in the firm's corporate and
bankruptcy and financial restructuring practice groups.

Mr. Joachim will reside primarily at Arent Fox's Washington, DC,
office while working extensively at the firm's New York office as
well.

Mr. Joachim -- joachim.mark@arentfox.com -- is a restructuring and
finance attorney with more than 20 years of experience counseling
hedge funds, private equity funds, investors, lenders as well as
corporate directors and officers, in a wide variety of complex
transactions, corporate restructurings and distressed investing
and financing.

"We are very pleased that Mark has joined us at Arent Fox," said
partner Jay Halpern, who chairs the firm's corporate practice
group.  "He brings a strong background and skill set with him. His
extensive experience in corporate finance, bankruptcy, and
financial restructuring matters will widen and strengthen Arent
Fox's already formidable ability to offer our corporate clients a
fully integrated range of services during a time when many
businesses are facing unprecedented financial challenges and
opportunities."

Andrew Silfen, a partner in Arent Fox's New York office who chairs
the firm's bankruptcy and financial restructuring practice group,
said, "Mark is a well-respected and seasoned bankruptcy and
corporate finance partner with a strong background in rescue, exit
and post-petition financing as well as plan funding and distressed
investing. He is an outstanding addition to our firm and we are
very excited about Mark's ability to expand and broaden the depth
of our finance and bankruptcy experience."

Mr. Joachim's practice's focuses on corporate restructurings and
complex financial transactions.  He represents lenders, other
creditors, official committees, ad hoc groups of creditors and
debtor-in-possession lenders in connection with bankruptcy
proceedings and out-of-court restructurings, as well as lenders in
acquisition financings, structured financings, first and second
lien financings, "rescue" financings and other leveraged finance
transactions including leveraged buyouts, tender offers, and
recapitalization.

Mr. Joachim is a frequent lecturer on topics such as intercreditor
arrangements, distress investing, and fraudulent transfers at
Columbia University School of Business, New York Law School, and
various industry and financial conferences.

Mr. Joachim received his JD degree from Hofstra University School
of Law. He earned his Bachelor of Arts degree at the State
University of New York at Stony Brook.


* Morrison & Foerster Elects Todd Goren to Partnership
------------------------------------------------------
Morrison & Foerster announced that 14 lawyers have been elected to
the partnership effective Jan. 1, 2012.

Included among the newly elected partners is Todd Goren, a member
of the Bankruptcy and Restructuring Group, resident in the New
York office.  Mr. Goren specializes in complex Chapter 11
reorganizations and out-of-court restructurings.  He has
represented official committees, debtor-in-possession lenders, and
debtors in industries such as real estate, aviation, mortgage
lending, technology, telecommunications, retail, and energy.  He
has particular expertise in all aspects of airline-related
restructurings, as well as intellectual property issues in
bankruptcy, the treatment of environmental claims in bankruptcy,
and in cross-border insolvencies.

"Our newly elected partners reflect the firm's practice depth and
international reach," said Morrison & Foerster chair Keith C.
Wetmore.  "These partners have demonstrated a commitment to client
service and legal excellence.  We are confident that this talented
group of lawyers will make tremendous contributions to our
clients' success and the firm's progress."


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.


                           *********

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 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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