TCR_Public/120125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 25, 2012, Vol. 16, No. 24

                            Headlines

17315 COLLINS AVENUE: Sec. 341 Creditors' Meeting Set for Feb. 15
1495 INVESTORS: Voluntary Chapter 11 Case Summary
236 EGIDI: Case Summary & 6 Largest Unsecured Creditors
50 NUGENT: Case Summary & 7 Largest Unsecured Creditors
ABMS DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors

ACARTHA GROUP: Placed in Chapter 11; Owner Facing Fraud Suits
AHERN RENTALS: Unsecured Creditors Balk at Bankruptcy Loan
AIDA'S PARADISE: Wants to Use TD Bank's Cash Collateral
AIDA'S PARADISE: Sec. 341 Creditors' Meeting Set for Feb. 6
AKAL III: Voluntary Chapter 11 Case Summary

ALLEN CAPITAL: Confirmation Hearing for RSAI, et al.'s Plan Set
AMERICAN AIRLINES: TPG, USAir Look to British Airways for Support
ARCHBROOK LAGUNA: No Funds to Pay Unsecureds, Asks Dismissal
AXIS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
BAINES MOTELS: Case Summary & 13 Largest Unsecured Creditors

BALLISTIC FABRICATION: Case Summary & Creditors List
BBB ACQUISITION: Will Seek Approval of Consensual Plan on March 31
BERNARD L. MADOFF: Mets Owners, Trustee Both Seek Summary Rulings
BETHANY COMMUNITY: Case Summary & 3 Largest Unsecured Creditors
BOCEPHUS LAND: Case Summary & 3 Largest Unsecured Creditors

BOWE BELL: Buyer Wants to Hold BSGmbH in Contempt of Sale Order
BOWLING LLC: Case Summary & 20 Largest Unsecured Creditors
BUFFETS INC: General Unsecured Creditors Get Nothing Under Plan
BUFFETS INC: Wants to Reject Leases for 83 Restaurants
BUFFETS INC: Has Green Light to Hire Epiq as Claims Agent

BUFFETS INC: Has Interim OK to Borrow $20MM From Credit Suisse
BUFFETS INC: Moody's Cuts Probability of Default Rating to 'D'
C & R MOLDS: Case Summary & 20 Largest Unsecured Creditors
CARBON RESOURCES: Fully Repays Debts, Wants Case Dismissal
CARDEN WEST: Private School Files for Chapter 11 Bankruptcy

CARDEN WEST: Case Summary & 18 Largest Unsecured Creditors
CATALYST PAPER: DBRS Lowers Senior Secured Debt Rating to 'D'
CDC CORP: Sues to Block $60MM Sale of CDC Software to P/E Firm
CHARLIE'S 76: Case Summary & 20 Largest Unsecured Creditors
CHOCTAW GENERATION: Moody's Cuts Rating on $288MM Certs. to Caa1

COLORADO PROFESSIONAL: Case Summary & 14 Largest Unsec. Creditors
COYOTES HOCKEY: Glendale to Sell Bonds to Cover Team's Losses
CRET RESTORATION: Sec. 341 Creditors' Meeting Set for Feb. 13
DALLAS ROADSTER: Wins Back Control of Assets from Receiver
DBR HOLDINGS: Case Summary & 8 Largest Unsecured Creditors

DE TECHNOLOGIES: Taps Woods Rogers as Chapter 11 Counsel
DE TECHNOLOGIES: U.S. Trustee Unable to Form Creditors' Panel
DE TECHNOLOGIES: Taps Collins Edmonds and Goldstein & Lipski
DE TECHNOLOGIES: Hiring Michael B. Cooke as Accountant
DE TECHNOLOGIES: Has Court Approval to Hire LEV IP Consulting

DERECKTOR SHIPYARDS: Case Summary & 20 Largest Unsecured Creditors
DRIVE POWER: Case Summary & 20 Largest Unsecured Creditors
EASTERN/505 LP: Files Schedules of Assets and Liabilities
EASTMAN KODAK: Ch. 11 Bankruptcy Triggers Default in Loans
EDUCATE INC: Moody's Affirms 'B3' Corporate Family Rating

ELEPHANT & CASTLE: Seeks Plan Exclusivity Until April 23
ELEVEN PINEHURST: Voluntary Chapter 11 Case Summary
EMERALD FOREST: Files for Ch. 11; Eyes Full Payment to Creditors
EVERGREEN ENERGY: Files for Chapter 7 Liquidation
FAIR MARKET: Case Summary & 10 Largest Unsecured Creditors

FILENE'S BASEMENT: Creditors Committee Down to 4 Members
FILENE'S BASEMENT: Objections to Examiner Motion Due on Jan. 27
FILENE'S BASEMENT: Committee Taps KCC; Wants to Limit Info Access
FILENE'S BASEMENT: May Hire WeiserMazars as Tax Service Provider
FILENE'S BASEMENT: Morris Nichols OK'd as Committee Co-Counsel

FIRST SEALORD: A.M. Best Downgrades FSR to 'C'
FLORIDA'S FINEST: Voluntary Chapter 11 Case Summary
FREMONT REORGANIZING: Caldwell Says Ruling to Help Insureds
GARNET HILL: Case Summary & 12 Largest Unsecured Creditors
GELT PROPERTIES: Court OKs March 30 Maturity of Fox Chase Loan

GETTY PETROLEUM: Wants to Hire Greenberg Traurig as Counsel
GETTY PETROLEUM: Committee Taps Wilmer Cutler as Counsel
GIGA-TRONICS INC: Reverses Deferred Tax Asset, Defaults Loan Deals
GIORDANO'S ENTERPRISES: Owners Deny Chapter 11 Trustee's Charges
GREEN RIVER: Case Summary & 5 Largest Unsecured Creditors

HAMBY & HAMBY: Case Summary & 13 Largest Unsecured Creditors
HARTFORD COMPUTER: Shareholders Challenge $14.4M Bankruptcy Loan
IKERD TERMINAL: Case Summary & 20 Largest Unsecured Creditors
INNER CITY: To Sell All Assets; Lenders to Open Auction
J&N RESTAURANT: Case Summary & 20 Largest Unsecured Creditors

JACKSON CREEK: Case Summary & 20 Largest Unsecured Creditors
JADE INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
JBS USA: Moody's Assigns 'B1' Rating to Proposed $400-Mil. Notes
JEFFERSON COUNTY: Astros Owner Jim Crane to Give Documents
JEFFERSON COUNTY: Aims to Cut Sewer Bondholder Payments

JIM & JEFFREY: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Sells Lake Avenue Building for $2 Million
L&M STRATEGIC: Case Summary & 20 Largest Unsecured Creditors
LA ROCA: Voluntary Chapter 11 Case Summary
LAAN HOSPITALITIES: Case Summary & Largest Unsecured Creditor

LAKE AT LAS VEGAS: Credit Suisse, Ex-Owners Still Sparring
LEGACY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
LIONSGATE ENTERTAINMENT: Moody's Reviews 'B2' CFR for Upgrade
LOU PEARLMAN: Avoidance Claims Survive Motions to Dismiss
LOWER BUCKS: Emerges From Chapter 11 Bankruptcy Protection

M WAIKIKI: Modern Honolulu Hotel Going to Davidson Trust
MARINA MILE: Judge May Use Personal Knowledge of Case in Rulings
MAGUIRE GROUP: Wants to Pay 50% of Claims of Critical Vendors
MARCO POLO SEATRADE: Wants Plan Filing Deadline Moved to Feb. 17
MEDICO INSURANCE: A.M. Best Places 'B-' FSR Under Review

MF GLOBAL: UK Administrators Dispute Fund Classification
MF GLOBAL: Committee Proposes Dewey & LeBoeuf as Attorneys
MF GLOBAL: Trustee Wants Until Feb. 17 to File Schedules
MF GLOBAL: Feds Scrutinize Transfers of Customer Money
MF GLOBAL: SIPA Trustee Files 1st Report on Liquidation

MF GLOBAL: Parties Respond to Asset Distribution Briefs
MF GLOBAL: Creditors Panel Seeks to Appear in MFGI Liquidation
MID MICHIGAN: Sec. 341 Meeting of Creditors Set for Feb. 15
MONTEREY WAVE: Case Summary & 5 Largest Unsecured Creditors
MSR RESORT: Court Approves February Auction of Doral Golf

NEVADA CANCER: Has Deal With Creditors on Sale, Plan Issues
NORTH RIVER: Case Summary & 4 Largest Unsecured Creditors
OLD CORKSCREW: Gets Third Interim Access to BMO Harris' Cash
OLD CORKSCREW: Court Approves $1.5 Million DIP Loan from OCP-DIP
PACIFIC MONARCH: Committee Taps Brinkman Portillo as Counsel

PACIFIC MONARCH: Hires CBRE to Market Calif. Headquarters
PACIFIC MONARCH: Can Employ Houlihan Lokey as Investment Banker
PACIFIC MONARCH: Taps Raymond Gaskill as Timeshare Counsel
PACIFIC MONARCH: Hires Stutman Treister as Reorg. Counsel
PALMETTO PARK: Case Summary & 2 Largest Unsecured Creditors

PEAK BROADCASTING: Has Interim Approval to Use Cash Collateral
PEAK BROADCASTING: Combined Plan Hearing on Feb. 23
PETTERS COMPANY: Trustee Can Consent to PBE's Cash Collateral Use
PETTERS COMPANY: Trustee Can Use Up to $2.5MM of Cash Collateral
PMI GROUP: U.S. Trustee Appoints 3-Member Creditors' Committee

PMI GROUP: Files Schedules of Assets and Liabilities
PMI GROUP: Court OKs Hiring of Restructuring Professionals
PRIORITY PLACEMENT: Case Summary & 20 Largest Unsecured Creditors
RADAR PICTURES: Case Summary & 2 Largest Unsecured Creditors
RCC NORTH: Court Orders Dismissal of Bankruptcy Case

RCR PLUMBING: Court OKs Venable as Committee's Counsel
RCS CAPITAL: Wants to Hire Bifferato as Special Counsel
RENA FOUR: Case Summary & 4 Largest Unsecured Creditors
RIVER EAST PLAZA: No Collateral Swap after 1111(b) Election
ROOMSTORE INC: Sec. 341 Meeting of Creditors Set for Feb. 3

ROOMSTORE INC: Obtains Final DIP Financing Order
ROOMSTORE INC: Asks Court to Extend Lease Decision Period
ROOMSTORE INC: Court Okays Hiring of Lowenstein Sandler as Counsel
ROOMSTORE INC: Can Hire Feinblum as Real Estate Consultant
ROSSCO HOLDINGS: Taps Cooper as Special Litigation Counsel

ROYCE HOMES: Rule 2004 Discovery Order Not Appealable as of Right
RR DONNELLEY: Moody's Affirms 'Ba1' CFR; Outlook Negative
SAFETY-KLEEN SYSTEMS: Moody's Rates $4000-Mil. Facility at 'B1'
SHILO INN: Taps Marcus & Millichap as Real Estate Advisor
SINO-FOREST: Ontario Regulator Extends Trading Halt to April 16

SLAVERY MUSEUM: Has Until Feb. 29 to File Chapter 11 Plan
SMITH CREEK: Files Schedules of Assets and Liabilities
SOLID ROCK: Case Summary & 2 Largest Unsecured Creditors
SOLYNDRA LLC: GOPs Ask Gov't to Block Employee Incentive Plan
SONORA DESERT: Wants to Use Wells Fargo Cash Collateral

SONORA DESERT: Hires Collins Potenza as Bankruptcy Counsel
SONORA DESERT: Taps Broker to Sell Arlington Farm
SONORA DESERT: Hires Genske Mulder as Accountants
SONORA DESERT: Sec. 341(a) Creditors' Meeting Set for Feb. 7
SOUTHERN MONTANA: Motion to Employ Douglas Wilson CPA Firm Denied

SRKO FAMILY: Ch. 11 Trustee Wants to Incur Loan from JSGE, et al.
SRKO FAMILY: Court Orders Da Nam Ko's Plan Striken from the Record
STILLWOOD CONDOMINIUMS: Case Summary & Largest Unsecured Creditor
SUNCREST CONDOMINIUMS: Case Summary & 3 Largest Unsec Creditors
TICONDEROGA SECURITIES: Shutters Stock-Trading Operations

TOWN CENTER: Seeking Approval of Plan Disclosures Today
TRIDENT MICROSYSTEMS: Sec. 341 Meeting of Creditors on Feb. 10
UNITED SECURITY: A.M. Best Affirms 'B' FSR; Outlook Stable
UNIVERSAL GROUP: Voluntary Chapter 11 Case Summary
URANIUM RESOURCES: Receives NASDAQ Bid Price Notification

VALLE FOAM: Files for Ch. 15, Seeks CCAA Case Recognition
VANTAGEFORCE INC: Voluntary Chapter 11 Case Summary
VEY FINANCE: Compass Bank Files First Amended Disclosure Statement
WASHINGTON MUTUAL: MBS Investor Class Seeks $273MM Claim
WASHINGTON MUTUAL: Federal Court Rejects Bid to Delay Plan

WEBSTER HOTELS: Case Summary & 6 Largest Unsecured Creditors
WEST END: Creditors Almost Unanimous in Support of Plan
WILLIAM LYON: Can Tap Alvarez & Marsal as Financial Advisors
WILLIAM LYON: Court Okays Pachulski Stang as Chapter 11 Counsel
WILLIAM LYON: Court Okays Sitrick as Communications Consultant

WILLIAM LYON: Can Tap Irell & Manella as Special Corporate Counsel
WILLIAM LYON: Taps Newmeyer & Dillon as Special Litigation Counsel
WJB CAPITAL: Brokerage Firm Closes Operations

* Media Groups Line Up to Challenge Delaware Chancery Court
* Recovery of U.S. Auto Makers, Suppliers Leads to Job Gains

* Steven D. Usdin Joins Flaster/Greenberg as Shareholder
* Thompson Hine's Alan Lepene to Be Inducted Into American College

* Upcoming Meetings, Conferences and Seminars



                            *********

17315 COLLINS AVENUE: Sec. 341 Creditors' Meeting Set for Feb. 15
-----------------------------------------------------------------
The Office of the U.S. Trustee in Miami, Florida, will convene a
meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 bankruptcy case of 17315 Collins Avenue LLC on Feb. 15,
2012, at 1:30 p.m. at 51 SW First Ave Room 1021, in Miami.

The deadline to file a complaint to determine dischargeability of
certain debts is April 16, 2012.  Proofs of claim are due by
May 15, 2012.

The Debtor faces a Jan. 24 deadline to file its schedules of
assets and liabilities and statement of financial affairs.

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


1495 INVESTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 1495 Investors, LLC
        15700 Winchester Boulevard
        Los Gatos, CA 95030

Bankruptcy Case No.: 11-46208

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  LUNDGREN & REYNOLDS, LLP
                  424 2nd St #A
                  Davis, CA 95616
                  Tel: (530) 297-5030
                  Fax: (530) 297-5077
                  E-mail: sreynolds@lr-law.net

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

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

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

The petition was signed by Daniel Shaw, manager.


236 EGIDI: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 236 Egidi Drive, LLC
        236 Egidi Drive
        Suite A
        Wheeling, IL 60090

Bankruptcy Case No.: 12-01670

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: David E Grochocinski, Esq.
                  GROCHOCINSKI & GROCHOCINSKI
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel: (708) 226-2700
                  E-mail: lawyers@ggl-law.com

Scheduled Assets: $1,502,500

Scheduled Liabilities: $2,657,187

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-01670.pdf

The petition was signed by Andrzej Powroznik, member.


50 NUGENT: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 50 Nugent, LLC
          fdba 16700 S. Harlem, LLC
        50 Nugent Street
        Glenwood, IL 60425

Bankruptcy Case No.: 12-01902

Chapter 11 Petition Date: January 20, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Angie S. Lee, Esq.
                  ATTORNEY ANGIE LEE LLC
                  4747 W. Lincoln Mall Drive, Suite 410
                  Matteson, Il 60443
                  Tel: (708) 845-7958
                  Fax: (708) 221-6174
                  E-mail: angielesq@yahoo.com

Estimated Assets: $100,001 to $500,000

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

The Company?s list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-01902.pdf

The petition was signed by Joseph T. Letke, Jr., president.


ABMS DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ABMS Development LLC
        145 Falmouth Road
        Mooresville, NC 28117

Bankruptcy Case No.: 11-51360

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: A. Burton Shuford, Esq.
                  THE BAIN GROUP, PLLC
                  8301 University Executive Park Drive
                  Suite 120
                  Charlotte, NC 28262
                  Tel: (980) 321-7005
                  Fax: (704) 943-1152
                  E-mail: bshuford@thebaingroup.net

Scheduled Assets: $3,322,000

Scheduled Debts: $3,523,215

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-51360.pdf

The petition was signed by George C. McKee, Jr., member-manager.


ACARTHA GROUP: Placed in Chapter 11; Owner Facing Fraud Suits
-------------------------------------------------------------
Based in East Brunswick, New Jersey, Acartha Group LLC and two of
its affiliates -- Acartha Technology Partners L.P., and MIC VII
LLC -- filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 12-10123) on Jan. 8, 2012.  David L. Finger, Esq., at Finger &
Slanina, P.A., represents the Debtors.  Jacobs Partners LLC serves
as co-counsel.

St. Louis Today reports B. Douglas Morriss, the owner of the
Acartha Group, filed a separate Chapter 11 petition on Jan. 9,
2012, in the federal bankruptcy court in St. Louis.

Mr. Morriss and partners formed the Acartha Group, which made
small investments in startup and growth companies.

According to St. Louis Today, The Acartha Group disclosed in court
documents assets of less than $50,000 and more than $35 million in
debts, including $5.6 million to investment banker Eric Sarasin of
Basel, Switzerland; $376,141 to "the Barbara B. Morriss marital
trust; and $43,374 to the Clayton law firm of Armstrong Teasdale.
The Acartha Group's unsecured creditors also include several of
its employees: Morris himself ($1.05 million); his general
counsel, New York lawyer Thomas Wynne Morriss Jr. ($441,627);
chief technology officer Ameet Patel ($1.1 million); trustee Dixon
Brown of New York ($424,857); and Christian Leedy of Wildwood
($61,068).

St. Louis Today reports Mr. Morriss disclosed owing more than $25
million, including a "personal guaranty" of $14.5 million to Tech
Partners LLC of Grand Rapids, Mich., and an $8 million note to
Wells Fargo Bank N.A.  Mr. Morris estimated his assets at less
than $500,000.

St. Louis Today reports that in December 2012, a group of Texas
investors including polo-playing millionaire John B. Goodman,
filed a lawsuit in state circuit court in Clayton accusing Mr.
Morriss of diverting investor funds for his personal obligations
and debts.  On Jan. 17, 2012, in a civil complaint filed in
federal court in St. Louis, the U.S. Securities and Exchange
Commission accused Mr. Morriss of misleading and defrauding his
investors.

The Chapter 11 case summary for Acartha Group is in the Jan. 18,
2012 edition of the Troubled Company Reporter.


AHERN RENTALS: Unsecured Creditors Balk at Bankruptcy Loan
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the committee of
unsecured creditors in Ahern Rentals Inc.'s bankruptcy case is
objecting to the company's $350 million bankruptcy loan, saying
the loan is "unduly burdensome" to the company's estate.

As reported in the Dec. 27, 2011 edition of the TCR, Ahern
Rentals, Inc., has sought interim authority to borrow $20 million
and is sseeking final approval to borrow up to $350 million under
an asset-based revolving credit facility provided by lending
institutions including Bank of America, N.A., as administrative
agent for itself and the DIP Lenders and as a "Decision Agent";
Wells Fargo Bank, N.A., as collateral agent for the DIP Lenders
and as a "Decision Agent"; and Merrill Lynch, Pierce Fenner &
Smith Incorporated as lead arranger.

As of its bankruptcy filing, Ahern owed the First Lien Lenders
$352,742,749, consisting of $257,332,749 in revolving credit
loans, $95,000,000 in term loans, and $410,000 in letters of
credit.  Ahern owed the Second Lien Holders $236,666,667.

The DIP Lenders and the First Lien Lenders will have the right to
"credit bid" the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant  to section 363 of the
Bankruptcy Code or included as part of any restructuring plan
subject to confirmation under  section 1129(b)(2)(A)(ii)-(iii) of
the Bankruptcy Code.

The Second Lien Holders also will retain their right, if any, to
credit bid, the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant to section 363 of the
Bankruptcy Code or included as part of any restructuring plan.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company in the United States.  The company also sells new
and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq.,
at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.

The Debtor estimated $500 million to $1 billion in assets and
debts.  The Company has $50 million of DIP financing from existing
lenders.


AIDA'S PARADISE: Wants to Use TD Bank's Cash Collateral
-------------------------------------------------------
Aida's Paradise LLC seeks Court authority to use cash collateral
and provide adequate protection to TD Bank, N.A.  The cash
collateral the Debtor seeks to use on an interim basis is the
rental income derived from its I-Drive Property over the next four
weeks.  Since March 3, 2009, TD Bank has asserted an interest in
the Cash Collateral by collecting rent from the Debtor's tenants.

The Debtor estimates that it owes TD Bank, as of the Petition
Date, roughly $9 million.  As adequate protection for the use of
Cash Collateral, the Debtor proposes to grant TD Bank replacement
liens to the extent of any diminution in value.

TD Bank is represented in the case by:

         Richard B. Weinman, Esq.
         WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A.
         390 N. Orange Avenue, Suite 1500
         PO Box 1391
         Orlando, FL 32801
         Tel: 407-423-4246
         Fax: 407-423-7014
         E-mail: rweinman@whww.com

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dr. Adil R. Elias,
manager.


AIDA'S PARADISE: Sec. 341 Creditors' Meeting Set for Feb. 6
-----------------------------------------------------------
The United States Trustee in Orlando, Florida, will convene a
Meeting of Creditors pursuant to Sec. 341(a) of the Bankruptcy
Code in the Chapter 11 case of Aida's Paradise LLC on Feb. 6,
2012, at 1:00 p.m. at Orlando, FL (6-60) Suite 600, 135 West
Central Blvd., 6th Floor.

Proofs of claim are due in the case by May 7, 2012.

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dr. Adil R. Elias,
manager.


AKAL III: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: AKAL III Management Inc.
        6501 Heneman Way
        McKinney, TX 75070

Bankruptcy Case No.: 12-40114

Chapter 11 Petition Date: January 18, 2012

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

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN J. GITLIN
                  5339 Spring Valley Rd.
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  E-mail: johngitlin@gmail.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Harminder Singh, president.


ALLEN CAPITAL: Confirmation Hearing for RSAI, et al.'s Plan Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Jan. 26, 2011, at 9:30 a.m., to consider the
confirmation of the Amended Chapter 11 Plan for Richard S. Allen,
Inc. and Richard S. Allen, debtor-affiliates of Allen Capital
Partners, LLC, et al.

Affiliates have already exited bankruptcyc.  DLH Master Land
Holding, LLC's Chapter 11 reorganization plan was declared
effective Dec. 16, 2011.  Allen Capital Partners, LLC's
reorganization plan was declared effective Dec. 1, 2011.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
according to the Amended Disclosure Statement, the Debtors project
to pay all Holders of Claims against Allen and RSAI in full over
time, with interest to the extent required by the Bankruptcy Code
or other applicable law.  The cash flow projections of Allen and
RSAI reflect the payment in full of all creditors of Allen and
RSAI within an eight-year period following the Effective Date of
the Plan.  Creditors of Allen and RSAI that are also creditors of
ACP and/or DLH are projected to be repaid through a combination of
distributions from Allen, RSAI, DLH and/or ACP, as applicable.  In
other words, the cash flow projections for Allen and RSAI account
for the distributions the creditors are projected to receive
pursuant to the DLH and/or ACP Plan, as applicable, pursuant to
the cash flow projections attached to the Disclosure Statement of
DLH and ACP.

Allen's Plan provides for all Secured Creditors to be paid in full
over a reasonable time period.  Allen expects to reach an
agreement with City National Bank, the holder of a first lien
on Allen's homestead referred to in the Plan as the Rancho Santa
Fe Residence, for an agreed upon short sale on or before Jan. 1,
2012, whereby the bank will be paid the net sales proceeds from
the sale of the house, Allen will lease back the house from the
buyer at a substantially reduced monthly amount (approximately
$8,000 per month), and City National Bank will waive any
deficiency claim on the Guaranty it holds against Allen.

                   Mediation on Plan Objections

On Jan. 4, 2012, the Court granted the Debtors' request to compel
Bank of America, N.A. and BBVA Compass Bank to mediate with the
Debtors regarding the Debtors' Second Amended Joint Plan of
Reorganization.

The Debtors related that they negotiated with the Banks regarding
their confirmation objections to arrive at a consensual plan of
reorganization, however, the parties have not yet arrived at a
mutually agreeable resolution.

The Banks' confirmation objections included:

   -- the Plan does not satisfy Section 1129(a)(5);

   -- The Plan is not feasible, as is required by Section 1129(a)
      (11);

   -- The Plan does not satisfy the requirements of Section
      1129(a)(15);

   -- The Plan does not meet the "fair and equitable" test, and
      the absolute priority rule, under Section 1129(b)(2)(B).

                       About Allen Capital

Allen Capital Partners, LLC, and subsidiary DLH Master Land
Holding, LLC, are the developers of Dallas Logistics Hub, a 6,000-
acre multimodal logistics park 12 miles (19 kilometers) from
downtown Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., and Daniel J.
Artz, Esq., at MacDonald + MacDonald, P.C., in Dallas, Tex.
represent the Debtor.  Lain, Faulkner & Co. is the Debtor's
financial advisor.  The Company disclosed $220,325,201 in assets
and $160,622,236 in liabilities as of the Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

An Official Committee of Unsecured Creditors has been appointed.

Secured creditor BBVA Compass is represented by Kenneth Stohner,
Jr., Esq. -- kstohner@jw.com -- at Jackson Walker L.L.P.
So-called Pool 2 and Pool 4 secured creditors are represented by
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, L.L.P.


AMERICAN AIRLINES: TPG, USAir Look to British Airways for Support
-----------------------------------------------------------------
The Wall Street Journal's Gina Chon and Susan Carey report that
people familiar with the matter said some potential suitors for
American Airlines are looking for support, or perhaps an
investment, from British Airways.

According to the report, some of the people said private-equity
firm TPG Capital, which is considering investing in American
Airlines parent AMR Corp., has reached out to International
Consolidated Airlines Group SA, the holding company of British
Airways and Iberia Lineas Aereas de Espana.  The sources said TPG
is hoping to gauge whether IAG would be interested in giving its
blessing to a possible bid or to investing alongside the firm.

WSJ notes support from IAG is important to any deal because
British Airways has a vested interest in American Airlines'
success.  The two are anchor members of the global Oneworld
airline marketing alliance, which lets members steer business to
each other and, in some cases, sell around-the-world trips.  Also,
the airlines and Iberia have a trans-Atlantic joint venture in
which they share revenues and jointly set prices and schedules.
Such arrangements allow airlines to act together without running
into the many impediments to cross-border mergers.

WSJ also reports that other people familiar with the matter said
US Airways Group Inc., which is eyeing a merger with AMR, hasn't
had direct talks with IAG but is building a case internally for
how a US Airways combination with American Airlines would help
British Airways by beefing up the U.S. carrier's presence in
eastern U.S. cities where it is losing relevance to newly merged
competitors.

The people familiar with the matter told WSJ that IAG isn't
currently pursuing talks with American Airlines' potential
suitors.  "American is a very important and strong partner . . .
and we'll do all we can to support them as they go through Chapter
11," an IAG spokeswoman said.

WSJ notes that any investment by British Airways' parent in AMR
would be limited by U.S. laws that prohibit foreigners from owning
more than a 49% economic stake and a 25% voting stake in a U.S.
carrier.

Some of the people told WSJ that Delta Air Lines Inc. also is
assessing a possible AMR bid but isn't trying to gain British
Airways' support.  Delta could try to pull American Airlines into
the SkyTeam alliance, they said.

The Oneworld alliance controls about 11% of airline revenue to
Europe from the U.S. East Coast, compared with 25% for SkyTeam and
36% for Star Alliance, WSJ relates, citing industry observers.
Oneworld's other members include Japan Airlines Corp., LAN
Airlines SA of Chile, Cathay Pacific Airways Ltd. and Australia's
Qantas Airways Ltd.

WSJ notes AMR executives have said the airline will be a strong,
independent company when it emerges from Chapter 11, a process
that could take at least a year.  Sources told the Journal that
any bid for AMR is likely months away and would hinge on the
carrier using the bankruptcy process to reduce labor costs, shed
unwanted aircraft and mark down its supplier contracts.

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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)


ARCHBROOK LAGUNA: No Funds to Pay Unsecureds, Asks Dismissal
------------------------------------------------------------
Distributor Holdings LLC, formerly known as ArchBrook Laguna
Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to dismiss their
Chapter 11 cases and authorize the distribution of cash on hand
for the payment of professionals fees and payment of the costs
associated with the final wind down of their estates.

To recall, the Debtors closed the sale of substantially all of
their assets to Gordon Brothers Group, LLC, on Aug. 15, 2011.
According to the Debtors, despite their best efforts, the proceeds
sharing mechanisms as provided for in the Asset Purchase Agreement
have not generated revenue.

Pursuant to the Sale APA, all proceeds received by the Debtors
pursuant to the Proceeds Sharing Mechanisms are paid directly to
the administrative agent under the Debtors' superpriority
postpetition secured financing agreement to pay down the DIP
Facility until all DIP Obligations are indefeasibly paid in full
in cash.  The DIP Lenders' liens on all those proceeds will remain
in effect and will not be extinguished unless and until the DIP
Obligations have been satisfied in full.  Approximately $9,686,241
of DIP Obligations remain outstanding as of Jan. 11, 2012.

As a result, the Debtors estimate that, under the best case
scenario, approximately $1,558,591 of the DIP Obligations will
remain unpaid.  The Debtors, however, have paid all known
outstanding administrative expenses but for the payment of certain
professional fees.  Unfortunately, the Debtors will have no funds
available to provide a recovery to unsecured creditors.
Accordingly, the Debtors cannot confirm a liquidating plan.

"Here, the Debtors simply cannot rehabilitate their businesses.
The Sale has been consummated, and the Debtors have discontinued
their business operations.  The Debtors have discontinued
unnecessary business insurance and rejected their leases and
executory contracts.  As such, there is no business to
reorganize," an attorney of the Debtors asserts.

                       About ArchBrook Laguna

ArchBrook was a procurement and distribution intermediary between
production companies and end retailers.  It distributed consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.

On Aug. 12, 2011, ArchBrook Laguna LLC won approval to sell its
consumer electronics and appliances distribution business to
Gordon Brothers Group LLC for some $25 million, after fielding
offers at an auction.  On Aug. 15, 2011, the sale closed.


AXIS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Axis Construction, Inc.
        4510 N.E. 68th Drive, Suite 102
        Vancouver, WA 98661

Bankruptcy Case No.: 11-48708

Chapter 11 Petition Date: November 4, 2011

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

Judge: Brian D. Lynch

Debtor's Counsel: John D. Nellor, Esq.
                  NELLOR RETSINAS CRAWFORD PLLC
                  1201 Main St.
                  P.O. Box 61918
                  Vancouver, WA 98666
                  Tel: (360) 695-8181
                  E-mail: jd@nellorlaw.com

Scheduled Assets: $623,267

Scheduled Debts: $2,248,648

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-48708.pdf

The petition was signed by James Niemitalo, president.


BAINES MOTELS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Baines Motels, Inc.
        1250 E. Plumb Lane
        Reno, NV 89502

Bankruptcy Case No.: 11-53423

Chapter 11 Petition Date: November 4, 2011

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

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Fax: (775) 786-3066
                  E-mail: mail@asmithlaw.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-53423.pdf

The petition was signed by Sarvjeet S. Bains, president.


BALLISTIC FABRICATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Ballistic Fabrication, LLC
        2010 W. McMillan Street
        Tucson, AZ 85705

Bankruptcy Case No.: 12-01146

Chapter 11 Petition Date: January 21, 2012

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

Judge: James M. Marlar

Debtor's Counsel: Charles R. Hyde, Esq.
                  LAW OFFICES OF C.R. HYDE
                  182 North Court Avenue
                  Tucson, AZ 85701
                  Tel: (520) 647-9623
                  Fax: (520) 547-2475
                  E-mail: crhyde@gmail.com

Scheduled Assets: $545,896

Scheduled Liabilities: $1,139,047

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb12-01146.pdf

The petition was signed by Jeffrey A. Bullock, managing member.


BBB ACQUISITION: Will Seek Approval of Consensual Plan on March 31
------------------------------------------------------------------
On Dec. 29, 2011, Fifth Third Bank and the Dillard Family Trust
U/A/D/ 8/6/03 and BBB Acquisition, LLC, filed their a Disclosure
Statement for their Consensual Plan of Liquidation dated Dec. 29,
2011, with the U.S. Bankruptcy Court for the District of Wyoming.
The Disclosure Statement has been conditionally approved by the
Bankruptcy Court.

The hearing on approval of the disclosure statement, if necessary,
and on confirmation will be held on March 31, 2012 at 9:00 a.m.
Last day to object to confirmation is Feb. 29, 2002.

After approval of the Plan by the Bankruptcy Court, the Plan
Administrator will take over operation of the Debtor's business,
pay Allowed Administrative Claims, General Priority Claims,
Convenience Claims and Noninsider unsecured claims and attempt to
sell or otherwise liquidate the Debtor's assets, first
by private sale and then by auction if required.

The insiders of the Debtor will forfeit any right to payment of
their Claims under the Plan and the Members making up the Class 9
Equity Interests in the Debtor will surrender their economic
interest in the Debtor and lose their right to manage Reorganized
BBB.

The Plan designates 7 Classes of Claims and Interests:

    Class 1.  General Priority Claims.
    Class 2.  Secured Claims of Fifth Third Bank
    Class 3.  Claim of the Dillard Trust
    Class 4.  Convenience Claims
    Class 5.  Noninsider Claims
    Class 6.  Insider Claims
    Class 7.  General Unsecured Claims
    Class 8.  Contingent Contractor Claims
    Class 9.  Membership Interests.

Classes 1, 4 and 5 are not impaired under the Plan.  Accordingly,
these Classes will be deemed to have accepted the Plan.

Class 2 consists of the secured claim of Fifth Third Bank, which
filed a Proof of Claim on Nov. 19, 2010, for $21,300,343.  The
Allowed Class 2 Claim will bear interest at the rate of 30-day
LIBOR plus 2.50% per annum, commencing as of the last date
interest was paid current on the Class 2 Claim.

Reductions of the amount of the Allowed Class 2 Claim will be made
from Net Sale Proceeds of the Fifth Third Collateral.  In the
event such Net Sale Proceeds are insufficient to fully satisfy the
Class 2 Claim, the holder of the Class 2 Claim will be treated as
a General Unsecured Claim under Class 7 for the difference between
the Net Sale Proceeds from sale of the Fifth Third Collateral and
the unpaid balance of the Class 2 Claim.

The Class 2 Claim will also be entitled to one-half of any Net
Sale Proceeds that exceed the amount required to pay in full all
of the Claims under the Plan, but in no event will the amount of
such Class 2 Claim exceed the LLW Settlement Payment actually paid
to the Plan Administrator.  This provision will not apply in the
event that the Bank or the Dillard Trust submit a credit bid as
provided in Section 7.3(e) of this Plan that is accepted.

The Class 3 Claim held by Dillard Trust will be treated and paid
as follows:

   1. The holder of the Class 3 Claim will retain title to
      Ranches 1A and 1B free and clear of any interest of BBB,
      legal or equitable.

   2. The holder of the Class 3 Claim will be treated as a General
      Unsecured Claim under Class 7 for a claim in the amount of
      $6,000,000.

   3. The Class 3 Claim will be entitled to: a) one-half of any
      Net Sale Proceeds that exceed the amount required to pay in
      full all of the Claims under the Plan up to the amount of
      the LLW Settlement Payment, and b) all of such remaining Net
      Sale Proceeds that exceed the LLW Settlement Payment.  This
      provision will not apply in the event that the Bank or the
      Dillard Trust submit a credit bid as provided in Section
      7.3(e) of this Plan that is accepted.

Each holder of a Class 7 Allowed General Unsecured Claim will
receive such holder's Pro Rata share of distributions from the
Creditor Fund, after payment of Allowed Class 1, 2, 4 and 5
Claims, until paid in full, plus interest at the rate of 4% per
annum, calculated from the Petition Date.  The right of Allowed
Class 7 Claims to distributions is subject to the condition
that any funds available to pay such claims will be first remitted
to the Dillard Trust, up to the amount of the Administrative Claim
Payment actually paid by Mr. Dillard plus interest at 5.00%
per annum, with all remaining funds to be distributed Pro Rata to
holders of Class 7 Claims.

Class 9 consists of the membership interests of members of the
Debtor.  The holders of Class 9 membership interests will retain
no economic interest in the Debtor.  Upon the Effective Date, all
other rights of Class 9 membership interests will be, and will be
deemed to have been, transferred and assigned by the holders of
such membership interests to the Plan Administrator, and the
holders of Class 9 membership interests will have no right to
implement or execute the Plan and no distributions under the Plan.

A copy of the Disclosure Statement for the Joint Creditors and
Debtor's Consensual Plan of Liquidation is available for free at:

        http://bankrupt.com/misc/bbbacquisition.doc350.pdf

Counsel for The Dillard Family Trust may be reached at:

         James R. Belcher
         BELCHER & BOOMGAARDEN LLP
         237 Storey Boulevard, Ste. 110
         Cheyenne, WY 82009
         Tel: (307) 426-4105

Counsel for Fifth Third Bank is available for free at:

         Alan J. Statman, Esq.
         STATMAN HARRIS & EYRICH LLC
         3700 Carew Tower
         441 Vine Street
         Cincinnati, OH 45202
         Tel: (513) 621-2666

BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the
Bar-B-Ranch in Teton County, Wyoming.  The residential development
consists of 16 parcels, each in excess of 35 acres in size,
located adjacent to the Snake River.  BBB filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010.
Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, in
Denver, Colorado, represents the Debtor as counsel.  The Debtor
disclosed $57,239,218 in assets and $35,613,501 in liabilities.


BERNARD L. MADOFF: Mets Owners, Trustee Both Seek Summary Rulings
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fred Wilpon and the owners of the New York Mets
baseball club filed papers aimed at heading off a jury trial
beginning March 19 in U.S. District Court where the trustee
liquidating Bernard L. Madoff Investment Securities Inc. is
seeking to recover about $300 million for money taken out of the
Ponzi scheme within two years of bankruptcy.

The report relates that the Wilpon group contends there are no
disputed issues of fact that must be determined by a jury, thus
obviating the need for a jury trial.  The trustee countered with a
motion of his own where he argues for judgment based on an
allegedly fraudulent transfer with actual intent to defraud. The
trustee likewise contends there are no disputed factual issues
requiring a jury trial.

Mr. Rochelle notes that the trustee can defeat the Wilpon group's
motion by establishing to the satisfaction of U.S. District Judge
Jed Rakoff that there are disputed factual issues requiring a jury
trial.

According to the report, Judge Rakoff previously scheduled a
hearing for Feb. 23 where both sides will argue their case for
avoiding trial based the notion there are no disputed facts.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BETHANY COMMUNITY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bethany Community Church Outreach
        15711 San Fernando Mission Blvd.
        Granada Hills, CA 91344

Bankruptcy Case No.: 11-22899

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: Scott W. Hanssler, Esq.
                  LAW OFFICES OF SCOTT HANSSLER
                  9841 Irvine Center Dr Ste 100
                  Irvine, CA 92618
                  Tel: (949) 679-0770
                  E-mail: swh@hansslerlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-22899.pdf

The petition was signed by Doris Johnson, treasurer.


BOCEPHUS LAND: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bocephus Land Company LLC
        4 Laguna Street, Suite 201
        Fort Walton Beach, FL 32548

Bankruptcy Case No.: 12-30053

Chapter 11 Petition Date: January 19, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Mark Freund, Esq.
                  LAW OFFICE OF MARK FREUND
                  P.O. Box 10171
                  Tallahassee, FL 32302
                  Tel: (850) 591-8010
                  E-mail: loomf@comcast.net

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/flnb12-30053.pdf

The petition was signed by Brenda M. Will, Trustee.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
JLS Brothers Irrevocable Trust          12-30054
  Assets: $0 to $50,000
  Debts: $10 million to $50 million
Green Bay Developers, LLC               12-30055
International Investment Counsel, Inc.  12-30056
Sherman Hills Clubhouse, LLC            12-30057


BOWE BELL: Buyer Wants to Hold BSGmbH in Contempt of Sale Order
---------------------------------------------------------------
Debtors Mail Systems Liquidation, Inc., et al., and the purchaser
of the Debtors' assets -- Bell and Howell, LLC -- ask the U.S.
Bankruptcy Court for the District of Delaware to (a) hold Bowe
System GmbH in civil contempt for violating the Court's order
pursuant to Sections 363 and 365 of the Bankruptcy Code and
Bankruptcy Rules 2002, 6004, 6006, 9007; and sanctioning BSGmbH
for the civil contempt by ordering it to pay attorney's fees and
expenses by the movants as a result of BSGmbH's conduct.

The movants relate that despite having knowledge of the purchase
agreement and the sale order, BSGmbH has continued to use and has
refused to surrender to the purchaser certain software and
intellectual property that was owned and developed by the U>S.
Debtors.

The Court will hold a status conference on Jan. 25, 2012, at 10:30
a.m., in relation to the motion to hold BSGmbH in contempt.

                          About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- provides high performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems.  The company
currently has a complete portfolio of inserting, sorting, plastic
card, integrity, cutting, packaging, print-on-demand and software
solutions.  In addition to its headquarters offices, the company
maintains major manufacturing and service locations in Durham,
N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

The U.S. Trustee has formed an Official Committee of Unsecured
Creditors and an Official Retirees' Committee.  The Retiree
Committee tapped Thorp Reed & Armstrong, LLP, as co-counsel.

Versa Capital Management, Inc. in June 2011 completed  its
acquisition of the assets of Bowe Bell + Howell and the formation
of a new company and brand, Bell and Howell, LLC.  Versa, having
purchased the $121 million secured term loan and revolving credit,
signed a contract to buy the business in exchange for secured
debt, the loan financing the Chapter 11 case, the cost of curing
contract defaults, and $315,000 for the Canadian assets.


BOWLING LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bowling, LLC
        dba Mariner Lanes
        dba Spare Time
        10109 Deer Street
        Spring Hill, FL 34608

Bankruptcy Case No.: 12-00628

Chapter 11 Petition Date: January 18, 2012

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

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: $2,028,906

Scheduled Liabilities: $2,537,545

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-00628.pdf

The petition was signed by Rafael Hernandez, manager.


BUFFETS INC: General Unsecured Creditors Get Nothing Under Plan
---------------------------------------------------------------
Buffets Inc. and its debtor-affiliates filed with the Bankruptcy
Court their pre-negotiated joint plan of reorganization and
explanatory disclosure statement together with the Chapter 11
petition.

Buffets Inc. negotiated the terms of the Plan with an ad hoc
committee of the Debtors' first lien secured lenders.  Lenders
holding roughly 83% of the first lien debt agreed to support the
Plan.

Buffets Inc. hopes to emerge from Chapter 11 within six months of
the petition date.

The Plan contemplates payment in full in cash either on or after
the effective date to holders of Allowed Administrative Claims,
Fee Claims, Priority Tax Claims, DIP Financing Claims, and Other
Priority Claims.  Holders of Allowed First Lien Prepetition
Secured Credit Facility Claims will receive 100% of Reorganized
Buffets Restaurant Holdings common stock.

Holders of general unsecured claims and holders of equity
interests won't get anything.  The Debtors said the holders of
general unsecured claims (class 5 under the Plan) and holders of
equity interests (class 6) are deemed to reject the Plan.  The
Debtors added that they will seek confirmation of the plan
pursuant to 11 U.S.C. Sec. 1129(b).

The Plan also calls for the Debtors to close several
underperforming locations.

The Bankruptcy Court has yet to schedule a hearing to consider
approval of the Disclosure Statement.  A copy of the Plan outline
is available at http://www.scribd.com/doc/79188037

The Debtors' $50 million DIP financing with Credit Suisse AG,
Cayman Islands Branch, as administrative agent, credit-linked
deposit account agent, and collateral agent, requires the Debtors
to obtain approval of the Disclosure Statement within 120 days
after the petition date, obtain confirmation of the Plan within
160 days after the petition date, and effectuate the Plan within
180 days after the petition date.  However, if the Debtors elect
to pursue an asset sale, they must have executed a binding
definitive agreement no later than 120 days after the petition
date.

                       About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.


BUFFETS INC: Wants to Reject Leases for 83 Restaurants
------------------------------------------------------
When Buffets Inc. filed for bankruptcy, it indicated that a number
of unprofitable and unsustainable restaurant leases will be let go
as part of their pre-negotiated plan of reorganization.  At a
hearing on Feb. 14, the Debtors will seek Court authority to walk
away from 83 of those locations as well as abandon any property
that remains on the premises of those locations.  The Debtors said
the rental payments required to lease the 83 restaurants are far
too high.  Certain of those locations have been closed while
others are in the process of ceasing operations.  When they filed
for bankruptcy, the Debtors initially said they expect to promptly
close 81 underperforming restaurants, representing 16% of its
nearly 500 restaurants nationally.

                       About Buffets Inc.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands. Buffets employs 28,000 team members and serves
140 million customers annually.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.


BUFFETS INC: Has Green Light to Hire Epiq as Claims Agent
---------------------------------------------------------
Buffets Inc. sought and obtained permission from the Court to
employ Epiq Bankruptcy Solutions LLC as claims, noticing and
balloting agent.

The Debtors had said they have tens of thousands of creditors and
other parties-in-interest, many of whom are expected to file
proofs of claim.  The Debtors believe that noticing and receiving,
docketing and maintaining the proofs of claim would impose heavy
administrative and other burden on the Court and Clerk of Court,
thus the need for a third party claims agent.

Edward J. Kosmowski attests that Epiq does not represent any
interest adverse to the Debtors' estates and is a "disinterested"
as that term is defined in Section 101(1) of the Bankruptcy Code.

                       About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.


BUFFETS INC: Has Interim OK to Borrow $20MM From Credit Suisse
--------------------------------------------------------------
Buffets Inc. won interim authority to borrow up to $30 million in
term loans and letters of credit under its DIP financing facility
with Credit Suisse AG, Cayman Islands Branch, as administrative
agent, credit-linked deposit account agent, and collateral agent.
Credit Suisse has arranged a $50 million DIP facility consisting
of $20 million in synthetic letters of credit and $30 million in
secured superpriority new money term loan facility.

The Debtors also obtained interim permission to use cash
collateral securing their obligations, and grant adequate
protection, to their prepetition first lien lenders.

The Debtors had said they have an immediate need to use cash
collateral, without which they would be unable to operate their
businesses.  The Debtors also require additional liquidity as the
use of cash collateral alone is insufficient to operate the
Debtors' businesses successfully.

As of the petition date, the Debtors owed the prepetition first
lien lenders $244.5 million in term loans and $34.8 million in
letters of credit.  Credit Suisse AG, Cayman Islands Branch,
serves as administrative agent, credit-linked deposit account
agent, and collateral agent to the prepetition first lien lenders,
while Credit Suisse Securities (USA) LLC is the sole bookrunner
and sole lead arranger.

As of the petition date, the Debtors also owed prepetition second
lien lenders $4.4 million in letters of credit; $52,000 in funds
deposited under the synthetic letters of credit facility; and
$973,000 in other loans.  Credit Suisse AG, Cayman Islands Branch,
also serves as administrative agent, credit-linked deposit account
agent, and collateral agent to the prepetition second lien
lenders, while Credit Suisse Securities (USA) LLC is the sole
bookrunner and sole lead arranger.

The DIP facility matures on the earliest of 180 calendar days
after the petition date; the date the Debtors default on the
facility and the amounts borrowed are accelerated; the
consummation of a sale of a material portion of the Debtors'
assets, except for asset sales approved by the DIP lenders; and
the effective date of a Chapter 11 plan.

The DIP facility established milestones for the Debtors:

     5 Days After Petition Date     The Debtor must have filed the
                                    Plan Support Agreement

    30 Days After Petition Date     The Debtor must have commenced
                                    marketing of assets

    90 Days After Petition Date     The Debtor must have concluded
                                    the marketing of assets

   120 Days After Petition Date     The Debtor must have obtained
                                    approval of Disclosure
                                    Statement explaining their
                                    Plan of Reorganization

   160 Days After Petition Date     The Debtor must have obtained
                                    confirmation of the Plan

   180 Days After Petition Date     Plan must have been declared
                                    effective

However, if the Debtors elect to pursue an asset sale, they must
have executed a binding definitive agreement no later than 120
days after the petition date.

The Debtors agree to pay the DIP Agent, for the benefit of the
lenders, a host of fees, including an upfront fee equal to 2% of
the maximum principal amount of the commitments.  The upfront fees
are payable to so-called backstop lenders, namely, Credit Suisse
Loan Funding LLC, Grayson & Co. (c/o Boston Management and
Research as investment advisor), Rimrock High Income Plus (Master
Fund Ltd., Rimrock Low Volatility (Master) Fund Ltd., Rimrock Low
Volatility QP (Master) Fund Ltd., RLG F1 Holdings LLC, and
Commonfund Credit Opportunities Company, Twin Haven Special
Opportunities Fund III LP.  The Debtors initially sought to file a
fee letter with the Court under seal, but later took out that
request.

The Debtors promise to pay fees and expenses of an ad hoc
committee of secured lenders, including fees to the committee
counsel, Willkie Far & Gallagher LLP and Blank Rome LLP, and the
committee's financial advisor, Conway, Del Genio, Gries & Co. The
ad hoc committee's counsel may be reached at:

         Matthew A. Feldman, Esq.
         Paul V. Shalhoub, Esq.
         WILLKIE FAR & GALLAGHER LLP
         787 Seventh Avenue
         New York, NY 10019

              - and -

         Bonnie Fatell, Esq.
         BLANK ROME LLP
         1201 Market Street, Suite 800
         Wilmington, DE 19801

The Debtors also agree to pay fees and expenses of Credit Suisse,
as DIP Agent and Prepetition First Lien Agent, including fees to
Skadden Arps Slate Meagher & Flom, the agent's counsel:

         Sal Guerrera, Esq.
         Alexandra Margolis, Esq.
         SKADDEN ARPS SLATE MEAGHER & FLOM LLP
         4 Times Square
         New York, NY 10036
         E-mail: sal.guerrera@skadden.com
                 alexandra.margolis@skadden.com

              - and -

         Mark Chehi, Esq.
         Kristhy Peguero, Esq.
         SKADDEN ARPS SLATE MEAGHER & FLOM LLP
         One Rodney Square
         Wilmington, DE 19801
         E-mail: mark.chehi@skadden.com
                 kristhy.peguero@skadden.com

The DIP facility permits the DIP Agent to "credit bid" the full
amount of their claims during any sale of substantially all of the
Debtors' assets.

The Debtors' obligations under the DIP facility are subject to a
carve-out for U.S. Trustee and Clerk of Court fees and bankruptcy
professionals' fees in the case.  The DIP facility earmarks up to
$25,000 that may be used by any official committee of creditors
appointed in the case to investigate -- but not file -- the claims
and defenses of the prepetition lenders.

The Bankruptcy Court will hold a final hearing on the DIP facility
and cash collateral use on Feb. 14.

                       About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


BUFFETS INC: Moody's Cuts Probability of Default Rating to 'D'
--------------------------------------------------------------
Moody's Investors Service downgraded Buffets, Inc.'s Probability
of Default Rating to D from Caa2, the Corporate Family Rating to
Ca from Caa2 and the senior secured 1st lien credit facility to Ca
from Caa1. The downgrade was prompted by Buffets' January 18, 2012
announcement that it voluntarily filed for relief under Chapter 11
of the United States Bankruptcy Code.

RATINGS RATIONALE

Buffets announced that it filed a proposed plan of reorganization
supported by senior lenders holding 83% of its senior debt.
Buffets anticipates completing the restructuring process and
exiting Chapter 11 within approximately 6 months. Under the
proposed plan, the outstanding debt of approximately $245 million
will be eliminated and the existing lenders will receive 100% of
the company's new common stock upon emergence.

The downgrade of the 1st lien credit facility to Ca from Caa1
reflects the bankruptcy filing and a moderate loss given default.

Subsequent to the actions, Moody's will withdraw the ratings
because Buffets has entered bankruptcy.

Moody's downgraded these ratings on Buffets:

- Probability of Default Rating to D from Caa2;

- Corporate Family Rating to Ca from Caa2:

- Senior secured 1st lien term loan to Ca (LGD3, 38%) from Caa1
  (LGD3, 39%)

The principal methodology used in rating Buffets was the Global
Restaurant Industry 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.

Buffets, Inc. owns, operates, and franchises buffet style family
restaurants principally under the "Old Country Buffet" (OCB) and
"Hometown Buffet" (HTB), "Ryan's Grill" , "Fire Mountain Grill"
and "Tahoe Joe's Steakhouse" names. Annual revenues are
approximately $1.2 billion.


C & R MOLDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C & R Molds, Inc.
        2737 Palma Drive
        Ventura, CA 93003

Bankruptcy Case No.: 11-15145

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Chris Gautschi, Esq.
                  177 Riverside Ave St F-1170
                  Newport Beach, CA 92663
                  Tel: (949) 294-5497
                  Fax: (760) 454-0445
                  E-mail: sanschromo@yahoo.com

Scheduled Assets: $819,087

Scheduled Debts: $2,638,818

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-15145.pdf

The petition was signed by Randall Ohnemus, president.


CARBON RESOURCES: Fully Repays Debts, Wants Case Dismissal
----------------------------------------------------------
Carbon Resources, LLC, asks the U.S. Bankruptcy Court for the
District of New Mexico to dismiss its Chapter 11 case because:

   -- the Debtor's principal secured creditor, PCM Venture II,
      LLC, has been paid in full as a condition of sale of the
      principal assets of the Debtor;

   -- the Debtor is able to resolve its debts owing to the
      remaining creditors without the assistance of the Court;

   -- the Debtor has filed all operating reports required to be
      filed; and

   -- the Debtor anticipates paying all fees due to be paid the
      United States Trustee.

                     About Carbon Resources LLC

Sandia Park, New Mexico-based Carbon Resources LLC, a Nevada
limited liability company, owned a leasehold interest in an
approximately 5,060 acre coal lease near Scofield, Utah.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.M.
Case No. 10-16104) on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin
& Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $22,210,696 in assets and $5,416,004 in liabilities as
of the Petition Date.


CARDEN WEST: Private School Files for Chapter 11 Bankruptcy
-----------------------------------------------------------
Carden West Inc. has filed for bankruptcy under Chapter 11 in the
U.S. Bankruptcy Court (Bankr. N.D. Calif. Case No. 11-71752),
listing assets of 6,000 and debts of $1,770,989.

The Debtor said it owes $1,604,000 to Valley Community Bank
$103,000 to Benenson Capital Partners; and $49,000 to Union Bank
of California, among others.

Carden West Inc. owns Carden West School --
http://www.cardenwest.org/-- a small private school at 4576
Willow Road in the Hacienda Business Park in California.  Mufthiha
Sabaratnam, Esq., at Sabaratnam & Associates of Oakland,
California, represents the Debtor.

According to PleasantonWeekly.com, the bankruptcy filing said the
school has no money in its payroll checking account.


CARDEN WEST: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carden West, Inc.
        4576 Willow Road
        Pleasanton, CA 94588

Bankruptcy Case No.: 11-71752

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  SABARATNAM AND ASSOCIATES
                  1300 Clay St. #600
                  Oakland, CA 94612
                  Tel: (510) 205-0986
                  Fax: (510) 225-2417
                  E-mail: mufti@taxandbklaw.com

Scheduled Assets: $6,000

Scheduled Debts: $1,770,989

A copy of the list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb11-71752.pdf

The petition was signed by Joseph Lynch, director.


CATALYST PAPER: DBRS Lowers Senior Secured Debt Rating to 'D'
-------------------------------------------------------------
DBRS has downgraded the Senior Secured Debt and Senior Debt
ratings of Catalyst Paper Corporation (Catalyst or the Company) to
D from CC (low) and C (low), respectively.  DBRS has maintained
Catalyst's Issuer Rating at C, which is Under Review with Negative
Implications.

The instrument ratings have been downgraded to D after the January
14, 2012, expiry of a 30-day grace period for Catalyst to make an
interest payment totalling $21 million on its 11% Senior Secured
Notes due 2016.  DBRS had indicated that this outcome was possible
in its December 16, 2011, press release on the Company.

On January 14, 2012, the Company announced that it had entered
into a recapitalization agreement to reduce its debt burden.  The
Company intends to implement the recapitalization through a plan
of arrangement under the Canada Business Corporations Act (CBCA).
Specifically, Catalyst announced that (1) holders of its 11%
Senior Secured Notes due 2016 holding approximately $208.1 million
aggregate principal amount of outstanding Senior Secured Notes
(representing more than 53.2% of the total outstanding Senior
Secured Notes) and (2) holders of its 7 3/8% Senior Notes due 2014
holding approximately $54.5 million aggregate principal amount of
outstanding Senior Notes (representing more than 21.7% of the
total outstanding Senior Notes) have signed an agreement to
support and vote in favor of the recapitalization plan.  The
Company advised that it expects further support of the
recapitalization from additional holders of the Senior Secured
Notes and Senior Notes.

The implementation of the plan of arrangement under the CBCA will
be subject to approval by not less than 66 2/3% of the votes cast
by holders of each of the Senior Secured Notes and the Senior
Notes.  The agreement is subject to termination in certain
circumstances, including: (1) by the holders of the Senior Secured
Notes and Senior Notes in the event that the Company does not pay
the overdue interest on the Senior Secured Notes on or before
January 31, 2012; (2) by the Company if by January 31, 2012, a new
labor agreement with all union locals at the Company's Canadian
mills has not been ratified.

As for Catalyst's Issuer Rating, DBRS has maintained its C rating
Under Review with Negative Implications pending the outcome of the
Company's intended recapitalization agreement or other potential
outcomes, which could possibly include filing for creditor
protection under Companies' Creditors Arrangement Act should the
Company and bondholders not agree to a recapitalization plan.


CDC CORP: Sues to Block $60MM Sale of CDC Software to P/E Firm
--------------------------------------------------------------
Stephanie Gleason at Dow Jones Daily Bankruptcy Review, citing
court documents, reports that CDC Software Corp. is seeking to
sell two of its subsidiaries, which account for 28% of its annual
revenues, to investment firm Marlin Equity Partners for
$60 million and has already executed a letter of intent.

According to the report, Hong Kong technology developer CDC Corp.
on Jan. 17, 2012, sued one of its subsidiaries to block the
acquisition of two companies by a private investment firm, arguing
that the sale would cause CDC Corp. shareholders to "lose
substantial value, perhaps irretrievably."

The report notes that the company that owns CDC Software Corp. is
a 100% subsidiary of CDC Corp., effectively giving CDC Corp. 98.1%
voting power in CDC Software Corp., CDC Corp. said.  However, the
report notes it will take CDC Corp. as long as two months to hold
a meeting and exercise its right to remove the board members that
voted to approve the letter of intent with Marlin, so CDC Corp. is
asking the bankruptcy court to issue an emergency injunction to
stop the deal from progressing.

The report relates that the deal requires CDC Software Corp.,
which is not a debtor in CDC Corp.'s bankruptcy, to provide up to
$300,000 to Marlin to cover expenses.  CDC Corp. said in court
documents that the amount "is not a prudent use of the limited
cash of CDC Software Corporation, and is not consistent with
market practices."

The report adds Judge Paul Bonapfel of the U.S. Bankruptcy Court
in Atlanta has scheduled a hearing on the injunction on Jan. 24,
2012.

                          About CDC Software

CDC Software (CDCSY), The Customer-Driven Company(TM), is a global
enterprise software provider of on-premise and cloud deployments.
Leveraging a service-oriented architecture (SOA), CDC Software
offers multiple delivery options for their solutions including on-
premise, hosted, cloud-based Software as a Service (SaaS) or
blended-hybrid deployment offerings.  CDC Software's solutions
include enterprise resource planning (ERP), manufacturing
operations management, enterprise manufacturing intelligence,
supply chain management (demand management, order management and
warehouse and transportation management), global trade management,
e-Commerce, human capital management, customer relationship
management (CRM), complaint management and aged care solutions.

                          About CDC Corp.

Based in Atlanta, Georgia, 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.

The official committee of unsecured creditors appointed in the
case has tapped Troutman Sanders as counsel.


CHARLIE'S 76: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charlie's 76 Plaza, Inc.
        4001 S. Dixie Dr.
        Dayton, OH 45439

Bankruptcy Case No.: 12-30187

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Denis E. Blasius, Esq.
                  LAW OFFICE OF IRA H. THOMSEN
                  140 N Main Street
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  E-mail: dblasius@ihtlaw.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb12-30187.pdf

The petition was signed by Charles E. Culp, Sr., president.


CHOCTAW GENERATION: Moody's Cuts Rating on $288MM Certs. to Caa1
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Choctaw
Generation Limited Partnership's (Choctaw) approximately $288
million of outstanding Pass-Through Trust Certificates to Caa1
from B2. The outlook remains negative. The downgrade reflects the
project's severely strained liquidity position, which is likely to
lead to a near-term payment default or restructuring.

RATINGS RATIONALE

Choctaw's financial performance has been weak for some time,
primarily as a result of an initial turbine design flaw that has
never been able to be fully rectified and which has led to
additional operational issues. The project's lease ownership
structure has also complicated the ability/incentives for the
project's sponsors/owners to implement capital projects that could
improve its performance. The project was generally expected to
continue to limp along with debt service coverage close to 1.0
times, with capital projects completed only when cash was
available; however, 2011 proved to be a more operationally
challenging year than anticipated. As a result, the project drew
approximately $11 million of its debt service reserve letter of
credit to enable it to make its approximate $13 million debt
service payment in December. Choctaw estimates that depending on
the operational performance of the project and the timing of
receivables and payables over the next few months, it could need
somewhere in the range of $5-$10 million of reserves in order to
make its scheduled $19 million June 2012 debt service payment. The
reserve balance is currently reported to be approximately $6
million.

Moody's understands discussions are ongoing amongst the sponsors,
the lease equity owners and the power purchaser to potentially
address the project's need for additional capital and liquidity
which could enable Choctaw to return to profitability in the
longer term; however, to date these discussions have been
inconclusive. Despite operational challenges and liquidity
stresses, the project does provide a generally dependable source
of reasonably priced base-load power for its off-taker, and its
power purchase and operating agreement PPOA extends until 2032.

Choctaw's negative rating outlook reflects its currently strained
liquidity and the likelihood of a near-term payment default or
restructuring. The Caa1 rating also reflects Moody's view that the
asset remains important to its off-taker, as evidenced by its
consistent dispatch and relatively high capacity factors, which
Moody's believes should be supportive of some reasonable recovery
for the certificate holders.

The rating is not likely to be revised upward in the near to
medium term. The outlook could be revised to stable if Choctaw can
secure some external liquidity or make other adjustments such that
the project would have sufficient liquidity to survive while it
seeks a longer term solution to its need for additional capital
expenditures. The rating could be revised downward if additional
operational issues surface at the plant which further stresses the
project's precarious liquidity profile or potentially threatens
its ability to fulfill its obligations under its PPOA.

Choctaw operates the 440 MW lignite-fired Red Hills Energy
Facility located in Choctaw County, Mississippi. The circulating
fluidized bed generation facility began operations in 2002. The
project sells all its power output pursuant to the terms of a
long-term PPOA with Tennessee Valley Authority (TVA: Aaa senior
unsecured, stable). The transaction is structured as a leveraged
lease, with the pass through trust certificates secured by lease
payments from the project. SE Choctaw, LLC, a subsidiary of
Sourthern Company is the Lessor. Choctaw, the Lessee, indirectly
owned by IPR-GDF SUEZ North America, Inc (IPR-GDF NA or Sponsor),
a partially owned subsidiary of GDF SUEZ S.A. (GDF: A1 senior
unsecured, stable).

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


COLORADO PROFESSIONAL: Case Summary & 14 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Colorado Professional Building, LLC
        815 E. Colorado Blvd., Suite 110
        Glendale, CA 91205

Bankruptcy Case No.: 12-11710

Chapter 11 Petition Date: January 17, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Daniel D. Stevens, Esq.
                  THE LAW OFFICES OF STEPHEN R GOLDEN
                  224 N Fair Oaks 3rd Fl
                  Pasadena, CA 91103
                  Tel: (626) 584-7800
                  Fax: (626) 568-3529
                  E-mail: danstevens36@yahoo.com

Estimated Assets: $50,001 to $100,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-11710.pdf

The petition was signed by Sarkis Mesrobian, managing member.


COYOTES HOCKEY: Glendale to Sell Bonds to Cover Team's Losses
-------------------------------------------------------------
Kelly Nolan, writing for Dow Jones' Daily Bankruptcy Review,
reports that the city of Glendale, Arizona, is selling about $136
million in debt in the municipal-bond market this week, just days
after Moody's Investors Service cut its bond rating because of the
desert city's obligations to cover losses on a National Hockey
League franchise.

Dow Jones relates the city's executive communications director,
Julie Frisoni, said that in exchange for the NHL's promise to
manage operations of the Phoenix Coyotes hockey team and keep the
team in Glendale until a new owner is found, the city agreed to
compensate the league.

The Coyotes filed for bankruptcy protection in 2009, and that
spring, the NHL became the owner of the team.  In exchange for
keeping the team, the city signed an agreement to absorb up to $25
million of the team's losses in both 2011 and 2012, in
anticipation of finding a new owner, Moody's analysts said.

Dow Jones says a spokesman for the NHL, which owns the Coyotes,
didn't respond to requests for comment.

Dow Jones notes the sale, which will refund old debt at lower
interest rates, is coming in two parts: $78 million is connected
to the city's water and sewers, while $58 million is ultimately
being backed by the city's excise tax, a combination of various
local and state-shared taxes, as well as other fees. The excise-
tax bonds are being sold through a shell entity, the Municipal
Property Corporation, which will repay bondholders through lease
payments paid off by the excise tax.

The excise-tax part of the financing package is scheduled to sell
Wednesday.

Moody's downgraded Glendale's general-obligation bond rating a
notch, from Aa2 to Aa3, last week, noting the city's "strained"
financial position after a "significant" payment to the NHL for
the Phoenix Coyotes' operating losses.

The ratings firm also said the downgrade reflected "negative
effects of the broad downturn in the region's economy" and the
city's "high debt burden." Moody's also has a negative outlook for
Glendale, because it may have to pay the NHL as much as $25
million more, for 2012, if the team doesn't secure a new owner in
the coming months.

According to Dow Jones, Ms. Frisoni said Glendale continues to
work with the NHL to find a new owner for the Coyotes, which moved
to Arizona in 2003.

Dow Jones also reports that Glendale's commitment to the Coyotes
is keeping some investors from buying the city's debt:

     -- Kathy Bramlage, director at Treasury Partners, a unit of
        financial-advisory firm HighTower Advisors in New York,
        said she was passing on Glendale's debt for that reason;

     -- Todd Curtis, portfolio manager of the Tax-Free Trust of
        Arizona, which has more than $300 million in assets, said
        he bought some of the Glendale water-and-sewer debt, but
        he wasn't sure he would participate in the excise-tax
        deal.  Mr. Curtis added, "there are some gray clouds" over
        Wednesday's excise-tax deal, because of Glendale's
        affiliation with the Coyotes and the Moody's downgrade.

                        About Coyotes Hockey

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

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
acquired the team to quash a plan by Research-In-Motion founder
Jim Balsillie to move the team to Ontario, Canada.  Coyotes was
sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to
Mr. Balsillie.  The NHL acquired the team for $140 million in
October 2009 and said it wants to sell the team for $170 million.

The city of Glendale, Arizona, owns Jobing.com Arena, where the
team plays.

In September 2010, the Bankruptcy Court rejected a motion to
impose a trustee or convert the case to a Chapter 7 liquidation.


CRET RESTORATION: Sec. 341 Creditors' Meeting Set for Feb. 13
-------------------------------------------------------------
The United States Trustee for Region 4 has set a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the involuntary
Chapter 11 case filed against CRET Restoration Inc. on Feb. 13,
2012, at 10:00 a.m., at 341 meeting room 6th Floor at 6305 Ivy
Ln., Greenbelt, Maryland.

Proofs of claim are due in the case by May 14, 2012.

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


DALLAS ROADSTER: Wins Back Control of Assets from Receiver
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
ordered that Patrick Michaels, of P.E. Michaels Consulting,
receiver appointed by the 192nd District Court of Dallas County,
Texas, to turnover property of Dallas Roadster, Limited and IEDA
Enterprise, Inc., to the bankruptcy estate.

The receiver will also file an accounting, and will be entitled to
seek payment of reasonable compensation for services rendered and
costs and expenses incurred pursuant to Section 543(c)(2).

The Debtors are authorized the use of the cash collateral of
Texas Capital Bank, N.A.

The Debtors, in their motion, related that their assets are in the
possession of the receiver, and if allowed to take possession of
their assets, they do not have sufficient available sources of
working capital and financing to carry on the operation of their
businesses without the use of new financing.

As of Dec. 12, 2011, the amount outstanding on the:

   1. Vehicle Note is $2,946,537 in principal and interest;

   2. Real Estate Note is $1,636,951 in principal and interest.

The Bank has agreed to provide limited financing on a postpetition
basis, to finance their continued operation of their business.
Subject to the terms and conditions of the order, the Bank will
make available to the Debtors a line of credit not to exceed
$400,000 to be used by the Debtors until Jan. 31, 2012;

As security and for the payment of all advances, the Bank is
granted a security interest and lien in all assets of the Debtors
and their estates.

The Court has also determined that, in the consideration of the
circumstances of the indictment, the issuance and execution of the
search and seizure warrant by the Drug Enforcement Administration,
and the execution of the Indemnity Agreement, specific controls,
safeguards and reporting must be imposed relative to any turnover
and that the terms and conditions of the proposed turnover of
assets by the receiver in the Order are proper and sufficient to
provide appropriate safeguards, controls and reporting regarding
the assets to permit a turnover of assets in the possession of
receiver.

On Nov. 9, 2011, a federal grand jury in the Eastern District of
Texas returned an indictment against Bahman Hafezamini and Jose
Ivan Jimenez, an employee of Roadster, for alleged money
laundering in connection with the business operation of Roadster.

The Court ordered that:

   1. Mr. Hafezamini will resign from any office or position he
may hold in the Debtors if he has not already done so.  Mr.
Hafezamini will not be employed by and will have no management
rights or responsibilities with regard to the Debtors and will not
be involved in the management of the business of the Debtors. Mr.
Hafezamini will not enter the premises of the Debtors unless
otherwise ordered by the Court.

   2. Jose Ivan Jimenez will not be employed by the Debtor and
will not enter the premises of the Debtors.

   3. Bahman Khobahy will remain and serve as the president of the
Debtors and the person in charge and control of the Debtors'
business and operations.  Mr. Khobahy will be responsible to
insure that the Debtors comply with and operate in accordance with
all requirements of the Bankruptcy Code and all federal and state
statutes related to the Debtors' business and its operation.
Mr. Khobahy will further use his best efforts to insure that no
further action or activity occurs in connection with the Debtors'
business similar or related to the offenses described in the
Indictment or any other criminal activity.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in these cases.


DBR HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DBR Holdings, a Division of Verocity Investments, LLC
        dba DBR Holdings, LLC
        dba DBR Holdings
        3400 N. Knoxville Avenue, Unit F1
        Peoria, IL 61603

Bankruptcy Case No.: 12-80080

Chapter 11 Petition Date: January 17, 2012

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilcb12-80080.pdf

The petition was signed by Bryan Starbuck, managing member.


DE TECHNOLOGIES: Taps Woods Rogers as Chapter 11 Counsel
--------------------------------------------------------
DE Technologies Inc. is hiring Woods Rogers PLC as its Chapter 11
bankruptcy counsel.  Woods Rogers has represented the Debtor as
local counsel in certain patent litigation pending in the United
States District Court for the Western District of Virginia.  The
Debtor wants Woods Rogers to continue representing it in those
matters under the same terms as it did pre-petition.

The Firm will be paid according to these hourly rates:

          Partners                     $210 to $410
          Associates                   $155 to $180
          Paralegals                    $75 to $130
          Travel, expenses and costs      At cost

These professionals at Woods Rogers will perform the majority of
the work for the Debtor at these hourly rates:

          William B. Poff, partner     $410 (patent litigation)
          Richard C. Maxwell, partner  $310
          B. Webb King, partner        $215
          John K. Prillaman, associate $175
          Joshua C. Wykle, associate   $175 (corporate/business
                                            matters)
          Heather M. Hale, paralegal   $110

Woods Rogers attest that it is a "disinterested person" within the
meaning of 11 U.S.C. Sec. 101(14).

DE Technologies Inc. filed for Chapter 11 bankruptcy (Bankr. W.D.
Va. Case No. 11-72430) on Dec. 5, 2011.  Judge Ross W. Krumm
oversees the case.  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 Douglas L. Mauer,
secretary/treasurer.


DE TECHNOLOGIES: U.S. Trustee Unable to Form Creditors' Panel
-------------------------------------------------------------
The United States Trustee for Region 4 has informed the Bankruptcy
Court that it has not appointed an unsecured creditors committee
in DE Technologies Inc.'s Chapter 11 cases pursuant to 11 U.S.C.
Section 1102.  The U.S. Trustee said the number of persons
eligible or willing to serve on such a committee is presently
insufficient to form an unsecured creditors committee.  The U.S.
Trustee said it will appoint an unsecured creditors committee upon
the request of an adequate number of unsecured creditors.

                       About DE Technologies

DE Technologies Inc. filed for Chapter 11 bankruptcy (Bankr. W.D.
Va. Case No. 11-72430) on Dec. 5, 2011.  Judge Ross W. Krumm
oversees the case.  Wood Rogers PLC serves 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 Douglas L. Mauer, secretary/treasurer.

DE Technologies, founded by Ed Pool, in Blacksburg, Virginia, has
unsuccessfully fought expensive legal battles to recover money
from global shipping companies since the company's controversial
patent cleared in 2002 -- a patent DE Technologies says entitles
it to a small percentage of the value of transport companies'
international shipments.  Mr. Pool's patent covers software that
computerizes the entire trade process, including the creation of
customs declarations and shipping documents, along with services
such as insurance and letters of credit.

DE Technologies in 2004 filed its first major patent infringement
lawsuit against Dell, which later settled the dispute by agreeing
to pay a royalty-free license for an amount that Mr. Pool wouldn't
disclose.  The company also settled another lawsuit against
FiftyOne Inc.  DE Technologies is now fighting two other major
global shipping companies, International Checkout and IShopUSA
Inc., for using the patented process.


DE TECHNOLOGIES: Taps Collins Edmonds and Goldstein & Lipski
------------------------------------------------------------
DE Technologies, Inc., sought and obtained Bankruptcy Court
permission to employ Collins, Edmonds & Pogorzelski PLLC and
Goldstein & Lipski PLLC as special counsel.

The firms are jointly representing the Debtor in an ongoing case
in the United States District Court for the Western District of
Virginia, styled as DE Technologies, Inc. v. E4x, Inc., et al.,
Case No. 7:11-cv-00183-GEC.

The Debtor wants to employ the firms as their special counsel to
perform the legal services that will be necessary for the Debtor
to continue the Lawsuit and other related matters necessary to
permit the Debtor to continue operating its business during the
Chapter 11 case.

Prepetition the Debtor entered into a contingency fee arrangement
with the firms under these terms: 1) the Debtor was required to
pay the firms 33-1/3% of any recovery if obtained before a suit is
filed; 45% of any recovery after a suit is filed but before trial,
and 50% of any recovery obtained after trial commences; and 2) the
firms will advance litigation expenses subject to those expenses
being reimbursed from any recovery.

The principal attorneys presently designated to represent the
Debtor are:

         Stephen Schlather, Esq.
         John Edmonds, Esq.
         COLLINS, EDMONDS & POGORZELSKI PLLC
         431 N. Center St.
         Longview, TX 75606
         Tel: 281-501-3425
         E-mail: sschlather@cepiplaw.com
                 jedmonds@cepiplaw.com

              - and -

         Edward Goldstein, Esq.
         Holly Barnes, Esq.
         GOLDSTEIN & LIPSKI PLLC
         1177 West Loop South, Suite 400
         Houston, TX 77027
         Tel: 713-877-1515
         Fax: 713-877-1145
         E-mail: EGoldstein@gliplaw.com
                 HBarnes@gliplaw.com

Messrs. Schlather and Goldstein attest that their firms do not
hold or represent any interest adverse to the Debtor or the
Debtor's estate with respect to the matter on which they are to be
employed.  The firms have received payment from the Debtor during
the year prior to the Petition Date for $242,444.

                       About DE Technologies

DE Technologies Inc. filed for Chapter 11 bankruptcy (Bankr. W.D.
Va. Case No. 11-72430) on Dec. 5, 2011.  Judge Ross W. Krumm
oversees the case.  Wood Rogers PLC serves 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 Douglas L. Mauer, secretary/treasurer.

The U.S. Trustee has been unable to form an unsecured creditors
committee in the case due to lack of interest.

DE Technologies, founded by Ed Pool, in Blacksburg, Virginia, has
unsuccessfully fought expensive legal battles to recover money
from global shipping companies since the company's controversial
patent cleared in 2002 -- a patent DE Technologies says entitles
it to a small percentage of the value of transport companies'
international shipments.  Mr. Pool's patent covers software that
computerizes the entire trade process, including the creation of
customs declarations and shipping documents, along with services
such as insurance and letters of credit.

DE Technologies in 2004 filed its first major patent infringement
lawsuit against Dell, which later settled the dispute by agreeing
to pay a royalty-free license for an amount that Mr. Pool wouldn't
disclose.  The company also settled another lawsuit against
FiftyOne Inc.  DE Technologies is now fighting two other major
global shipping companies, International Checkout and IShopUSA
Inc., for using the patented process.


DE TECHNOLOGIES: Hiring Michael B. Cooke as Accountant
------------------------------------------------------
The Bankruptcy Court granted DE Technologies Inc. authority to
employ Michael B. Cooke, CPA, PC, as accountant.  Cooke will
prepare final federal returns, payroll taxes and other related
filings for the Debtor.  Prior to the bankruptcy, Cooke performed
services for the Debtor and was owed $125 for those services.
Cooke waived these fees and is not a creditor of the Debtor.

Allen S. Lavender, CPA -- info@cpacooke.com -- attests that Cooke
(i) does not hold or have an interest adverse to the Debtor's
estate; (ii) is a disinterested person as defined in 11 U.S.C.
Sec. 101(14); and (iii) has no connection with the Debtor,
creditors, any other party in interest, their attorneys and
accountants, the United States Trustee, or any person employed in
the office of the United States Trustee.

The Debtor proposes to pay Cooke its standard rate of $110 per
hour.

                       About DE Technologies

DE Technologies Inc. filed for Chapter 11 bankruptcy (Bankr. W.D.
Va. Case No. 11-72430) on Dec. 5, 2011.  Judge Ross W. Krumm
oversees the case.  Wood Rogers PLC serves 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 Douglas L. Mauer, secretary/treasurer.

The U.S. Trustee has been unable to form an unsecured creditors
committee in the case due to lack of interest.

DE Technologies, founded by Ed Pool, in Blacksburg, Virginia, has
unsuccessfully fought expensive legal battles to recover money
from global shipping companies since the company's controversial
patent cleared in 2002 -- a patent DE Technologies says entitles
it to a small percentage of the value of transport companies'
international shipments.  Mr. Pool's patent covers software that
computerizes the entire trade process, including the creation of
customs declarations and shipping documents, along with services
such as insurance and letters of credit.

DE Technologies in 2004 filed its first major patent infringement
lawsuit against Dell, which later settled the dispute by agreeing
to pay a royalty-free license for an amount that Mr. Pool wouldn't
disclose.  The company also settled another lawsuit against
FiftyOne Inc.  DE Technologies is now fighting two other major
global shipping companies, International Checkout and IShopUSA
Inc., for using the patented process.


DE TECHNOLOGIES: Has Court Approval to Hire LEV IP Consulting
-------------------------------------------------------------
DE Technologies, Inc., won Bankruptcy Court permission to hire LEV
Intellectual Property Consulting as special counsel with regard to
representing the Debtor in connection with intellectual property
and legal matters.

LEV will be paid on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges incurred by LEV.  Robert Lev,
whose hourly rate is $225, is the only attorney who will be
working on this matter.

LEV represented the Debtor in various IP matters prior to the
Petition Date.  Mr. Lev attests that the firm does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate with respect to the matter on which is to be employed.

LEV has received payments from the Debtor during the year prior to
the Petition Date in the amount of $14,570 in connection with its
prepetition representation of the Debtor.  LEV is still owed legal
fees from its representation of the Debtor and is identified as a
creditor of the Debtor on the List of Debtor?s 20 Largest
Unsecured Creditors filed in this matter.

LEV is holding $2,000 of the Debtor?s funds to be used solely for
the purpose of paying filing fees and associated costs at the U.S.
Patent and Trademark Office.

                       About DE Technologies

DE Technologies Inc. filed for Chapter 11 bankruptcy (Bankr. W.D.
Va. Case No. 11-72430) on Dec. 5, 2011.  Judge Ross W. Krumm
oversees the case.  Wood Rogers PLC serves 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 Douglas L. Mauer, secretary/treasurer.

The U.S. Trustee has been unable to form an unsecured creditors
committee in the case due to lack of interest.

DE Technologies, founded by Ed Pool, in Blacksburg, Virginia, has
unsuccessfully fought expensive legal battles to recover money
from global shipping companies since the company's controversial
patent cleared in 2002 -- a patent DE Technologies says entitles
it to a small percentage of the value of transport companies'
international shipments.  Mr. Pool's patent covers software that
computerizes the entire trade process, including the creation of
customs declarations and shipping documents, along with services
such as insurance and letters of credit.

DE Technologies in 2004 filed its first major patent infringement
lawsuit against Dell, which later settled the dispute by agreeing
to pay a royalty-free license for an amount that Mr. Pool wouldn't
disclose.  The company also settled another lawsuit against
FiftyOne Inc.  DE Technologies is now fighting two other major
global shipping companies, International Checkout and IShopUSA
Inc., for using the patented process.


DERECKTOR SHIPYARDS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Derecktor Shipyards Conn., LLC
        837 Seaview Avenue
        Bridgeport, CT 06607-1607

Bankruptcy Case No.: 12-50103

Chapter 11 Petition Date: January 20, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James Berman, Esq.
                  ZEISLER AND ZEISLER
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  E-mail: jberman@zeislaw.com

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

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/ctb12-50103.pdf

The petition was signed by Kenneth Fisher, chief financial
officer.


DRIVE POWER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Drive Power, Inc.
        P.O. Box 71218
        Newnan, GA 30271

Bankruptcy Case No.: 12-10163

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: M. Denise Dotson, Esq.
                  M. DENISE DOTSON, LLC
                  170 Mitchell St.
                  Atlanta, GA 30303
                  Tel: (404) 526-8869
                  Fax: (404) 526-8855
                  E-mail: ddotsonlaw@me.com

Scheduled Assets: $1,647,719

Scheduled Liabilities: $1,928,752

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-10163.pdf

The petition was signed by Rickey A. McDaniel, president.


EASTERN/505 LP: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Eastern/505 LP has filed with the U.S. Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

    Name of Schedule             Assets         Liabilities
    ----------------            -----------     -----------
A. Real Property                   $18,629
B. Personal Property              $131,559
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $4,920,880
E. Creditors Holding
    Unsecured Priority
    Claims                                               $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $27,425
                                -----------      -----------
       TOTAL                       $150,189      $4,948,305

A copy of Eastern/505 LP's schedules is available for free at:

            http://bankrupt.com/misc/EASTERN_505_sal.pdf

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., 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.


EASTMAN KODAK: Ch. 11 Bankruptcy Triggers Default in Loans
----------------------------------------------------------
Eastman Kodak Company disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that its bankruptcy filing
constituted an event of default with respect to these debt
instruments:

  (a) Indenture, dated as of March 15, 2011, by and among
      Eastman Kodak Company, the subsidiary guarantors parties
      thereto and The Bank of New York Mellon, as Trustee, with
      respect to approximately $250,000,000 principal amount,
      together with accrued and unpaid interest on outstanding
      debt securities in the form of 10.625% Senior Secured
      Notes;

  (b) Indenture, dated as of March 5, 2010, by and among Eastman
      Kodak Company, the subsidiary guarantors parties thereto
      and The Bank of New York Mellon, as Trustee, with respect
      to approximately $500,000,000 principal amount, together
      with accrued and unpaid interest on outstanding debt
      securities in the form of 9.75% Senior Secured Notes;

  (c) Indenture, dated as of September 23, 2009, between Eastman
      Kodak Company and The Bank of New York Mellon, as Trustee,
      with respect to approximately $400,000,000 principal
      amount, together with accrued and unpaid interest on
      outstanding debt securities in the form of 7.00%
      Convertible Senior Notes;

  (d) Indenture, dated as of October 10, 2003, by and among
      Eastman Kodak Company, the subsidiary guarantors parties
      thereto and The Bank of New York Mellon, as Trustee, with
      respect to approximately $250,000,000 principal amount,
      together with accrued and unpaid interest on outstanding
      debt securities in the form of 7.25% Senior Notes due
      2013; and

  (e) Second Amended and Restated Credit Agreement, dated as of
      April 26, 2011, by and among Eastman Kodak Company, Kodak
      Canada Inc., the subsidiary guarantors parties thereto,
      the lenders parties thereto, Bank of America, N.A., as
      administrative agent and co-collateral agent, Citicorp
      USA, Inc., as co-collateral agent, and the other
      arrangers, agents and bookrunners party thereto, with
      respect to approximately $196,000,000 principal amount,
      together with accrued and unpaid interest outstanding.

The Debt Documents provide that as a result of the Bankruptcy
Filing, the principal and interest due thereunder will be
immediately due and payable.  Any efforts to enforce the payment
obligations under the Debt Documents are stayed as a result of the
Bankruptcy Filing and the creditors' rights of enforcement in
respect of the Debt Documents are subject to the applicable
provisions of the Bankruptcy Code, Patrick M. Sheller, the
Company's General Counsel and Corporation Secretary, said.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


EDUCATE INC: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Educate, Inc.'s B3 corporate
family rating and probability of default rating. Moody's also
affirmed the B3 rating on the senior secured term loan. The
ratings outlook was revised to stable from negative.

Ratings affirmed:

Corporate family rating at B3;

Probability of default rating at B3;

$74 million second lien term loan due 2014 at B3 (LGD3, 44%).

RATINGS RATIONALE

The outlook revision reflects Educate's recent completion of an
amendment, which materially increases cushion under the maximum
leverage covenant that governs the senior secured term loan. The
amendment averts a potential covenant breach and increases cushion
to about 15% near-term based on Moody's expectation of relatively
flat operating performance.

Moody's expects Educate to maintain an adequate liquidity profile
over the next twelve months due to its cash balance, expectations
for positive free cash flow and good cushion under financial
covenants, but offset by the absence of a revolving credit
facility. Educate expects to close on a new $5 million revolving
credit facility soon.

The B3 corporate family rating reflects Educate's small scale, the
challenging operating environment, soft revenue trends, and the
competitiveness of the pre-kindergarten through 12th-grade
tutoring business, both from corporate providers and individual
teachers. The rating is supported by credit metrics that are good
for the ratings category, brand value, high operating margins and
low maintenance capital expenditures.

The stable outlook reflects Moody's expectation that Educate's
operating performance will remain relatively steady near-term and
that it will maintain an adequate liquidity profile, including
generating positive free cash flow and maintaining cushion under
financial covenants.

The ratings could be downgraded if Educate's operating performance
deteriorates or its liquidity profile weakens, including reduced
cushion under financial covenants.

Moody's could upgrade Educate's ratings if it meaningfully grows
its revenue through expanded enrollments and sustains a debt to
EBITDA well below 4.0 times.

Additional information can be found in the Educate Credit Opinion
published on Moodys.com.

The principal methodology used in rating Educate, Inc. was the
Global Business & Consumer Srevice Industry Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Baltimore, Maryland, Educate, Inc. is an
education services company for students ranging from pre-
kindergarten through high school. The company's provides
customized supplemental, remedial and enrichment programs in
reading, writing and mathematics under the Sylvan Learning Centers
brand.


ELEPHANT & CASTLE: Seeks Plan Exclusivity Until April 23
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Elephant & Castle Group Inc., the operator of 19
British-style restaurant pubs in the U.S. and Canada, filed a
motion last week containing a second request for an extension of
the exclusive right to propose a liquidating Chapter 11 plan.
The bankruptcy judge scheduled a hearing taking place Jan. 24. If
granted, the exclusive right to propose a plan will be pushed out
by three months, to April 23.

The Court also set a Jan. 23 auction to determine whether $22.75
million is the best offer for the business.  The first bid comes
from an affiliate of the Original Joe's restaurant chain from
Calgary.  The sale hearing was set for the same day.

The company said it "anticipates" filing a liquidating Chapter 11
plan after the sale is completed.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ELEVEN PINEHURST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Eleven Pinehurst Fund LLC
        8383 Wilshire Blvd Ste 526
        Beverly Hills, CA 90211

Bankruptcy Case No.: 12-11565

Chapter 11 Petition Date: January 17, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Pro Se

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

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

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

The petition was signed by Derek Wiseman, manager.


EMERALD FOREST: Files for Ch. 11; Eyes Full Payment to Creditors
----------------------------------------------------------------
Janet Monti at Messenger Index reports that the Chapter 11
bankruptcy process will determine if the financial situation for
Emerald Forest Products Inc. can be resolved by reorganization.

According to the report, the process will allow the business to
operate without interruption.  A court trustee will oversee
implementation of a court-approved plan.

"Our direction is to pay every creditor 100 percent so nobody
loses money," the report quotes Richard Vinson, owner of the
Company, as saying.

"If we go through foreclosure, it would be sold for pennies on a
dollar. This is the only way we could make sure everyone got their
money."

"We have the money to put into the property," the report quotes
Mr. Vinson said.  "We were going into foreclosure.  The only way
to put off the foreclosure was to file Chapter 11, reorganization.
I have every reason to believe the plan submitted to the court
will be accepted."

The report relates, in November 2010, Western Capital Bank filed
foreclosure proceedings against Emerald Forest for $1.9 million.
This represents only a portion of the revenue put into the
$11.5 million project at the 22 acre site west of Emmett.

The report says Mr. Vinson has filed a plan of operation with the
U.S. Bankruptcy court for the Emmett business.

                       About Emerald Forest

Emerald Forest Products, Inc., in Thompson Falls, Montana, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. 12-00044) on
Jan. 9, 2012.  Judge Jim D. Pappas presides over the case.  Joseph
M. Meier, Esq., at Cosho Humphrey, LLP, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and debts.  The petition was signed by Richard
Vinson, president.


EVERGREEN ENERGY: Files for Chapter 7 Liquidation
-------------------------------------------------
Evergreen Energy Inc., a developer of alternative fuel products,
filed for Chapter 7 bankruptcy protection (Bankr. D. Del. Case No.
12-10289) on Jan. 23, 2012.

Dawn McCarty at Bloomberg News reports the Company said that it
has sought a Chapter 7 liquidation after it was unable to obtain
additional financing.

According to the report, the company was notified by its partner
in a joint venture in China that both had to raise from $40
million to $50 million for design and construction of a so-called
K-Fuel facility in China to meet an agreement signed by the
Chinese partner with a coal mining company on Dec. 22, 2011,
according a filing with the Securities and Exchange Commission.

Bloomberg News notes that Evergreen's bankruptcy follows the
failure of at least two U.S. government-backed renewable energy
companies. Solar panel maker Solyndra LLC and energy storage
company Beacon Power Corp. filed for bankruptcy last year after
receiving government loan guarantees.

                       About Evergreen Energy

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

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.
The bankruptcy petition listed assets of $240 million and
debt of $25 million.

Hein & Associates LLP, in Denver, Colo., has expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FAIR MARKET: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fair Market Properties LLC
        1028 Market Street
        San Francisco, CA 94102

Bankruptcy Case No.: 12-30155

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Michael St. James, Esq.
                  ST. JAMES LAW
                  155 Montgomery St. #1004
                  San Francisco, CA 94104
                  Tel: (415) 391-7566
                  E-mail: ecf@stjames-law.com

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

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

A copy of the list of 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb12-30155.pdf

The petition was signed by David Addington, managing member.


FILENE'S BASEMENT: Creditors Committee Down to 4 Members
--------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed with
the U.S. Bankruptcy Court for the District of Delaware an amended
notice of appointment of the Official Committee of Unsecured
Creditors in the bankruptcy cases of Filene's Basement, LLC and
its debtor-affiliates.

The U.S. Trustee disclosed that a creditor -- Saul Zabar, Stanley
Zabar and 2220 Broadway, LLC c/o Lori-Zee Corp. -- resigned from
the Creditors Committee effective January 4, 2012.

The present members of the Creditors Committee are:

   (1) PVH Corp.
       Attn: Warren C. Gerber, Jr.
       1001 Frontier Road
       Bridgewater NJ 08807
       Telephone: (908) 698-6345
       Facsimile: (908) 704-1908

   (2) Vornado Realty Trust
       Attn: Benjamin Schall
       888 Seventh Avenue
       New York NY 10019
       Telephone: (212) 894-7000
       Facsimile: (212) 894-7995

   (3) Rabina Properties, LLC
       Attn: Mickey Rabina
       670 White Plains Road #305
       Scarsdale, NY 10583
       Telephone: (914) 722-4400
       Facsimile: (914) 722-4496

   (4) Rosenthal & Rosenthal, Inc.
       Attn: Allan Spielman
       1370 Broadway
       New York, NY 10018
       Telephone: (212) 856-1438
       Facsimile: (212) 356-3438

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Objections to Examiner Motion Due on Jan. 27
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware entered a scheduling order relating to the motion of
Syms Corp. and its debtor-affiliates asking him to appoint an
examiner.

The Debtors previously will investigate possible estate causes of
action against their directors and officers, and others as the
examiner might determine, for breach of fiduciary duty,
mismanagement, waste and any similar claims arising out of the
directors' and officers' stewardship of the Debtors prior to the
Petition Date.

The Debtors have sought the appointment of an examiner following
allegations by Esopus Creek Value Series Fund, LP, the chair of
the Official Committee of Syms Corp. Equity Security Holders, of
purported prepetition mismanagement of Syms.

"An impartial, prompt assessment of the viability and value of
such claims (if any) will be important for stakeholders in
negotiating the terms of a plan," the Debtors said in a court
filing.

Meanwhile, Dow Jones' DBR Small Cap reports that the group
representing Syms Corp.'s shareholders is working on a plan to
wind down the liquidating retailer but warned that a looming bid
to appoint an examiner in the case could halt progress toward a
Chapter 11 proposal.

The Court has set this schedule:

   -- Deadline to object to the Examiner Motion will be
      January 27, 2012;

   -- All discovery requests by any party-in-interest other than
      the Debtors, must be served by January 23, 2012;

   -- All discovery requests of the Debtors must be by
      January 30, 2012;

   -- The Debtors' deadline to reply to any timely filed
      objection will be on February 3, 2012;

Judge Carey also ruled that to the extent any party seeks
deposition testimony, the parties will attempt to cooperate to
establish a mutually acceptable schedule.  If the parties cannot
agree upon a schedule, they may request a telephonic discovery
conference with the Court.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Committee Taps KCC; Wants to Limit Info Access
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Filene's
Basement, LLC and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware to (i) limit creditor access to
confidential and privileged information, nunc pro tunc to its
formation date and to establish related procedures, and (ii)
authorize the Creditors Committee's retention of Kurtzman
Carson Consultants LLC as its information agent.

Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware -- merchant@rlf.com -- informs the Court that
the Creditors Committee and the Debtors have entered into a
confidentiality agreement, which will facilitate the exchange of
information between the parties, as well as restrict the use of
certain sensitive information.

Accordingly, the Creditors Committee asks Judge Carey to enter its
proposed procedures order confirming that Section 1102(b)(3)(A) of
the Bankruptcy Code (i) neither authorizes nor requires the
Creditors Committee to disclose to its constituent creditors the
Debtors' Confidential Information, and (ii) does not require the
Creditors Committee to disclose to its constituent information
that the Creditors Committee holds subject to the attorney-client
or some other law privilege.

The Proposed Procedures Order provides, among other things, that
the Creditors Committee will establish a Web site and an
electronic mail address for creditors to submit questions and
comments and that the Creditors Committee will not be authorized
or required to disseminate to any entity, without further court
order, any Confidential Information.

As Information Agent, KCC will create a customized Web site for
the Creditors Committee and provide the Web site hosting services.
KCC may also provide certain noticing services and establish a
creditor call-center to communicate with creditors on critical
issues in the case, as required.

KCC's consulting services and rates are:

   Position                             Hourly Rate
   --------                             -----------
   Clerical                              $40 -  $60
   Project Specialist                    $80 - $140
   Technology/Programming Consultant    $100 - $200
   Consultant                           $125 - $200
   Senior Consultant                    $225 - $275
   Senior Managing Consultant              $295

Albert Kass, Vice President of KCC's Corporate Restructuring
Services, attests that KCC is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: May Hire WeiserMazars as Tax Service Provider
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed Filene's Basement, LLC and its debtor-
affiliates to employ WeiserMazars as their tax service provider,
nunc pro tunc to the Petition Date.

The terms of the parties' engagement letters, including the fee
arrangements, are also approved.  Judge Carey noted that the Court
will have initial jurisdiction with respect to all disputes
arising from or in connection with the retention of WeiserMazars.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Morris Nichols OK'd as Committee Co-Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed the
Official Committee of Syms Corp. Equity Security Holders to retain
Morris, Nichols, Arsht & Tunnell LLP as its Delaware co-counsel,
nunc pro tunc to November 15, 2011.

The firm will, among other things:

-- provide legal advice and assistance to the Committee
    concerning the administration of these Cases;

-- consult with, aid, and advise the Committee with respect to
    the investigation of the acts, conduct, assets, liabilities,
    and financial condition of the Debtors, the operations of the
    Debtors' businesses, and any other matter relevant to the
    cases or the formulation of a plan of liquidation or
    reorganization; and

-- advise the Committee of its fiduciary duties and
    responsibilities to Syms Corp. equity security holders and to
    direct necessary communication with same.

Robert J. Dehney, Esq., partner at Morris, Nichols, Arsht &
Tunnell LLP, attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's hourly rates are:

    Personnel                 Rates
    ---------                 -----
   Partners               $475 to $770
   Associates             $275 to $475
   Paraprofessionals      $205 to $260
   Case Clerks                 $130

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST SEALORD: A.M. Best Downgrades FSR to 'C'
----------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from A- (Excellent) and issuer credit rating to "ccc" from
"a-" of First Sealord Surety, Inc. (FSSI) (Villanova, PA).  Both
ratings remain under review with negative implications.

The rating actions reflect the increased uncertainty that FSSI's
stock purchase agreement with Torus National Insurance Company
(Torus) (Wilmington, DE), originally scheduled for January 2011,
will close, as well as A.M. Best's expectation of significant
deterioration in FSSI's financial condition during the fourth
quarter of 2011.

The ratings were placed under review with negative implications on
December 2, 2011, reflective of a significant decline in the
company's capitalization as of September 30, 2011, which was
driven by reserve strengthening on prior accident years and the
potential for additional deterioration in FSSI's financial
condition.  As a result, the company implemented a quota share
reinsurance agreement intended to provide immediate capital
relief.  FSSI also entered into a stock purchase agreement with
Torus, which would have ultimately improved its financial
condition.

The ratings will remain under review pending discussions with
management to accurately assess the financial condition of FSSI.
If the transaction with Torus does not close or other capital
replenishment initiatives do not materialize, further negative
rating pressure is probable.


FLORIDA'S FINEST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Florida's Finest Developers, LLC.
        14211 SW 17th St
        Davie, FL 33325

Bankruptcy Case No.: 12-11087

Chapter 11 Petition Date: January 16, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Chad T. Van Horn, Esq.
                  BROWN VAN HORN P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  E-mail: chad@brownvanhorn.com

Scheduled Assets: $2,588,743

Scheduled Liabilities: $7,216,543

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

The petition was signed by Yasir Khan, managing member.


FREMONT REORGANIZING: Caldwell Says Ruling to Help Insureds
-----------------------------------------------------------
The U.S. District Court for the Central District of California has
ruled that Fremont Reorganizing Corporation suffered a loss under
its financial institution bond on $15.1 million in residential
mortgage loans procured through forged deeds and mortgages, at the
time of disbursement of funds on the loans, as Fremont had argued,
rather than at the time of default on the loans, as Federal
Insurance Company had argued.  Following a one-hour oral argument
by Larry J. Caldwell of Caldwell Law Firm, attorneys for Fremont,
United States District Judge James V. Selna reversed the court's
tentative ruling on the issue.  On the basis of the ruling, the
court denied cross summary judgment motions filed by both sides.

The case, Fremont Reorganizing Corporation v. Federal Insurance
Company, et al, United States District Court for the Central
District of California Case no. SACV 09-1208 JVS (ANx), and a
companion case, Fremont Reorganizing Corporation v. National
Union, et al, United States District Court for the Central
District of California Case no. SACV 10-0310 JVS (ANx), are
believed to be the first such cases decided under California law
since the collapse of the secondary market for subprime mortgages.

Fremont Reorganizing Corporation v. Federal Insurance is also
believed to be the first case nationwide since the collapse in
which a district court has ruled in favor of an insured financial
institution on this issue.

According to Larry J. Caldwell, "This ruling will make it easier
for financial institutions who lost money on residential mortgages
procured through forgeries to obtain coverage for their losses
under financial institution bonds issued in California."

Caldwell added, "It is likely the court's decision will be helpful
to financial institutions in other states as well."

Caldwell Law Firm represents business policyholders in insurance
recovery disputes and litigation with their insurance companies,
including claims negotiations, mediations, arbitrations, trials
and appeals.


GARNET HILL: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Garnet Hill Lodge, Inc.
        dba Garnet Hill Lodge & Cross Country Ski Center
        Thirteenth Lake Road
        North River, NY 12856

Bankruptcy Case No.: 11-13474

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Christian H. Dribusch, Esq.
                  WHITEMAN OSTERMAN & HANNA LLP
                  One Commerce Plaza
                  Albany, NY 12260
                  Tel: (518) 487-7600
                  Fax: (518) 487-7777
                  E-mail: cdribusch@woh.com

Scheduled Assets: $782,078

Scheduled Debts: $1,023,337

A copy of the list of 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nynb11-13474.pdf

The petition was signed by Mary Donnellan-Fahy,
director/president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
North River Holdings, LLC              11-13487   11/04/11


GELT PROPERTIES: Court OKs March 30 Maturity of Fox Chase Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved the agreement between Gelt Properties, LLC, et al., and
Fox Chase Bank, extending the loan maturity date until March 30,
2012.

As reported in the Troubled Company Reporter on Dec. 2, 2011, the
Debtors have approximately 15 loans with Fox Chase and the
maturity date has passed on certain loan.

As of Nov. 22, 2011, FCB is owed $1,344,683 under the first loan
exclusive of late fees of $22,054 and attorney's fees and costs;
and $442,284 under the second loan.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GETTY PETROLEUM: Wants to Hire Greenberg Traurig as Counsel
-----------------------------------------------------------
Getty Petroleum Marketing Inc., et al., seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Greenberg Traurig, LLP, as their counsel.  Greenberg
Traurig has represented the Debtors in negotiations and litigation
with Getty Realty Corp., including the state court litigation that
immediately preceded the Petition Date.  Furthermore, over the
last several months, the firm has provided counsel to Getty
Petroleum in connection with ongoing negotiations with Lukoil
Americas Corporation.

The principal attorneys and paralegals proposed to represent the
Debtors in the bankruptcy case and their current hourly rates are:

              Loring I. Fenton           $815
              John H. Bae                $955
              Daniel R. Milstein         $560
              Hal N. Beerman             $445
              Kaitlin R. Walsh           $580
              Michael J. Schrader        $480
              Burke A. Dunphy            $480
              Edward Clarkson            $225
              Paul T. Martin             $425
              Doreen M. Cusumano         $310
              Michael Jackson            $265
              Jennifer Askling           $190

The Debtors agree to reimburse Greenberg Traurig for its expenses.

Greenberg Traurig received a retainer and an advance payment
against expenses for all services to be performed, including in
preparation for and with respect to the prosecution of these
Chapter 11 cases.  As of the Petition Date, the amount of the
retainer was approximately $748,109.  Greenberg Traurig intends to
apply the remainder of the retainer to expenses incurred and
services performed by it after the Petition Date.

To the best of the Debtors' knowledge, Greenberg Traurig is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states. Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty. After scaling back the company's
operations to cut debt, in 2011 LUKOIL sold Getty Petroleum
Marketing to investment firm Cambridge Petroleum Holding for an
undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
John H. Bae, Esq., at Greenberg Traurig, LLP, serves as the
Debtors' counsel.  Getty Petroleum estimated $50 million to $100
million in assets and debts.  The petition was signed by Bjorn Q.
Aaserod, chief executive officer and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.


GETTY PETROLEUM: Committee Taps Wilmer Cutler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Getty Petroleum
Marketing Inc., et al., seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to retain Wilmer
Cutler Pickering Hale and Dorr LLP as its counsel.

The standard hourly rates of the attorneys and paraprofessionals
presently designated to represent the Committee generally range
from $675 to $1,250 for partners; $675 to $835 for most counsel;
$395 to $695 for associates; and $195 to $455 for most categories
of litigation support, research and other paraprofessionals.

The firm will seek reimbursement of out-of-pocket expenses.

The Committee believes that Wilmer Cutler is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states. Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty. After scaling back the company's
operations to cut debt, in 2011 LUKOIL sold Getty Petroleum
Marketing to investment firm Cambridge Petroleum Holding for an
undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
John H. Bae, Esq., at Greenberg Traurig, LLP, serves as the
Debtors' counsel.  Getty Petroleum estimated $50 million to
$100 million in assets and debts.  The petition was signed by
Bjorn Q. Aaserod, chief executive officer and chairman of the
board.


GIGA-TRONICS INC: Reverses Deferred Tax Asset, Defaults Loan Deals
------------------------------------------------------------------
Giga-tronics Incorporated had recorded a full valuation allowance
against the deferred tax asset previously carried on the balance
sheet at approximately $13,841,000 as of the end of its previous
fiscal quarter.  This action will create a non-cash expense in
approximately that amount and will result in a substantial loss
for the quarter ended Dec. 31, 2011.  The Company expects to
complete its review and to announce complete financial results for
the quarter ended Dec. 31, 2011, on or about Feb. 2, 2012.

The Company is party to an Amended and Restated Loan and Security
Agreement, dated Sept. 15, 2011, as amended, and a Loan and
Security Agreement, dated Sept. 15, 2011, with Silicon Valley
Bank.  Both Loan Agreements include a covenant requiring the
Company to maintain a tangible net worth, as defined, of not less
than $21,000,000.

On Jan. 20, 2012, the Company informed the Lender that the Company
had determined that as of Dec. 31, 2011 it was not, or upon
completion of its procedures for that period end would not be, in
compliance with the tangible net worth covenant requirement in the
Loan Agreements.  The Company's tangible net worth will decline
below the required level as a result of recording a full valuation
allowance on the Company's net deferred tax assets.  This charge
combined with other expected losses for the quarter will cause the
Company's tangible net worth to decline to less than $9,000,000,
subject to completion of quarter-end procedures.

The Company's failure to be in compliance with this covenant
constitutes or will constitute an event of default under each of
the Loan Agreements.  As a result of an event of default, the
Lender may, among its remedies, declare all obligations under the
Loan Agreements immediately due and payable.  The Company has not
drawn on these lines of credit and does not have any outstanding
balance owed on them.  However the Company may not draw on either
line of credit unless and until the covenants are amended or the
defaults waived by the Lender.  The Company intends to commence
discussions with the Lender to amend the financial covenants under
the Loan Agreements; however, there can be no assurance that any
such amendment will be reached or that the Lender will grant any
additional waivers in the case that the Company fails in the
future to comply with the covenants in the Loan Agreements.

Giga-tronics is a publicly held company, traded on the NASDAQ
Capital Market under the symbol "GIGA".  Giga-tronics produces
instruments, subsystems and sophisticated microwave components
that have broad applications in defense electronics, aeronautics
and wireless telecommunications.


GIORDANO'S ENTERPRISES: Owners Deny Chapter 11 Trustee's Charges
----------------------------------------------------------------
Becky Yerak at Chicago Tribune Business reports that trustee Phil
Martino has alleged that as Giordano's struggled to pay its debts,
John and Eva Apostolou were "looting" Giordano's of millions of
dollars through "large and unjustified" salary increases, as well
as payments that covered their personal bills.

According to the report, the couple denies the charges.  "As the
trustee himself previously stated in open court, Giordano's has
been, and continues to be, a profitable enterprise," the report
quotes John and Eva Apostolou as stating.

According to the report, the couple said that as sole shareholders
of Giordano's, they were entitled to receive profits, and any
payments made to them were appropriate.

The report relates that, last August, John Apostolou filed a
lawsuit of more than $100 million against several franchisees, his
bankers and his former lawyers, claiming that they had a long-
running plot to force him out of the business.  But the trustee's
lawsuit, filed last week, alleged that John and Eva Apostolou
"were able to funnel millions of dollars in company assets to
themselves, while causing injury to the debtors' creditors."

The report notes that Mr. Martino claims that from 2010 until
Giordano's filed for bankruptcy reorganization, the couple paid
themselves more than $2 million in cash dividends from the chain.
They also raised their annual combined salaries to nearly $1.7
million, starting in August 2010, from $1.1 million, the suit
states.

The report adds that the lawsuit also alleges that the couple used
more than $395,000 from Giordano's to pay bills related to their
Florida home, as well as other personal loans and obligations in
2010.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GREEN RIVER: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Green River Land Company, LLC
        3905 South Wilson Hill Rd.
        Mill Spring, NC 28756

Bankruptcy Case No.: 11-40707

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  E-mail: ehay@phhlawfirm.com

Scheduled Assets: $2,980,150

Scheduled Debts: $3,476,377

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-40707.pdf

The petition was signed by Rebecca Blair, managing member.


HAMBY & HAMBY: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hamby & Hamby Family Wellness Clinic, PLLC
          dba Hamby & Hamby Family Medical Clinic
        30 Northridge Drive
        Van Buren, AR 72956

Bankruptcy Case No.: 12-70205

Chapter 11 Petition Date: January 20, 2012

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

Estimated Assets: $500,001 to $1,000,000

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

The Company?s list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/arwb12-70205.pdf

The petition was signed by Jeffrey D. Hamby, MD, president.


HARTFORD COMPUTER: Shareholders Challenge $14.4M Bankruptcy Loan
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that shareholders who own small
pieces of Illinois software company Hartford Computer Group Inc.
are accusing the company's top executives and its biggest
shareholder of improperly draining the hardware repair business's
finances -- a scheme that put the company on a path to the
bankruptcy auction.

                      About Harford Computer

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

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

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

The Debtors are selling substantially all of their assets and have
scheduled a Feb. 16, 2012 auction.  The Debtors have a stalking
horse deal with Avnet, Inc. and Avnet International (Canada) Ltd.,
which have offered $35.5 million in cash for the HCG and Nexicore
businesses. HCG and Nexicore may also be entitled to certain
earnout consideration based on the operating income of the
business in calendar years 2012 and 2013, which will be calculated
based on a formula.  In the event the Debtors chose to consummate
a deal with another buyer, the Debtors will have to pay Avnet a
$1,775,000 break-up fee, which will have administrative expense
status.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


IKERD TERMINAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ikerd Terminal Company, LLC
        521 Crane Road
        Somerset, KY 42501

Bankruptcy Case No.: 12-60045

Chapter 11 Petition Date: January 17, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Dean A. Langdon, Esq.
                  T. Kent Barber, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 N Upper St.
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: dlangdon@dlgfirm.com
                          kbarber@dlgfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kyeb12-60045.pdf

The petition was signed by Frank Ikerd, III, member.


INNER CITY: To Sell All Assets; Lenders to Open Auction
-------------------------------------------------------
Inner City Media Corporation, et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to authorize the sale
of substantially all of their assets in an auction.

The Debtors relate that they negotiated with the senior lenders on
the terms of a stalking horse term sheet and procedures to govern
a sale process.  The Debtors and senior lenders have agreed that a
new limited liability company organized by the senior lenders will
enter into an agreement to purchase the assets, subject to higher
or better offers.  At the same time, the senior lenders have also
been engaged in negotiations with non-Debtor Inner City
Broadcasting Corporation, the Debtors' largest shareholder, and
those parties are in the process of negotiating an agreement
pursuant to which ICBC will agree to assign certain trademarks,
patents, copyrights, and other intellectual property related to
the assets to the Stalking Horse Purchaser in exchange for a
payment of $2.75 million.

While ICBC and the senior lenders have not, as of the filing of
the motion, finalized the terms of the ICBC Agreement, the Debtors
are hopeful that the agreement will be finalized in the coming
weeks and executed simultaneously with the execution and delivery
of the Stalking Horse Agreement.

The senior lenders are Yucaipa Corporate Initiatives Fund II,
L.P., Yucaipa Corporate Initiatives (Parallel) Fund II, L.P., CF
ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special
Opportunities Fund Ltd.

The Debtors also ask that the Court approve the sale-related
schedule:

   Bid Deadline:                 Feb. 13, 2012, at 5:00 p.m. (EDT)
   Auction:                      Feb. 16, 2012, at 10:00 a.m.
   Sale Hearing Date:            Feb. 21, 2012, at 10:00 a.m.
   Sale Hearing Objection
     Deadline:                   Feb. 14, 2012, at 4:00 p.m.
   Objection Deadline as to
     Auction and Selection of
     Successful Bidder:          Feb. 17, 2012 at 4:00 p.m.

Pursuant to the agreement, the Debtors may afford each potential
bidder the time and opportunity to conduct reasonable due
diligence; provided, however, that neither the Debtors nor any of
their representatives will be obligated to furnish any due
diligence information: (i) at any time to any person or entity
other than a potential bidder; or (ii) after the Bid Deadline to
any potential bidder.  The Debtors will coordinate due diligence
access and all reasonable requests for additional information from
potential bidders, and will use their reasonable best efforts to
provide the stalking horse with all due diligence materials
provided to any other Potential Bidder.

The Debtors may, in the exercise of their business judgment and
after consultation with the senior lenders, extend a qualified
bidder's time to conduct due diligence after the bid deadline
until the auction; provided, however, that the successful
bidder(s) will be permitted to continue to conduct due diligence
until closing of the sale transaction (subject to the terms of the
applicable purchase agreement(s)); provided, further, however,
that no qualified bid will be subject to further due diligence
after the bid deadline.

                   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.


J&N RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J&N Restaurant Associates, Inc.
        6151 State Highway 12
        Norwich, NY 13815

Bankruptcy Case No.: 12-60069

Chapter 11 Petition Date: January 19, 2012

Court: U.S. Bankruptcy Court
       Northern District of New York (Utica)

Judge: Diane Davis

Debtor's Counsel: Elizabeth A. Genung, Esq.
                  MELVIN & MELVIN, PLLC
                  217 South Salina Street, Suite 700
                  Syracuse, NY 13202
                  Tel: (315) 422-1311
                  Fax: (315) 479-7612
                  E-mail: egenung@melvinlaw.com

                         - and ?

                  Louis Levine, Esq.
                  MELVIN & MELVIN, PLLC
                  217 South Salina Street, Suite 700
                  Syracuse, NY 13202
                  Tel: (315)422-1311
                  Fax: (315) 479-7612
                  E-mail: llevine@melvinlaw.com

Scheduled Assets: $315,492

Scheduled Liabilities: $2,316,360

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nynb12-60069.pdf

The petition was signed by John J. Mendolia, president.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                       Case No.
        ------                       --------
Endvest, Inc.                        12-60070
  Assets: $0 to $50,000
  Debts: $1 million to $10 million
Upfront, Inc.                        12-60071


JACKSON CREEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jackson Creek Center L.L.C.
        744 Cardley Avenue, Suite 100
        Medford, OR 97504

Bankruptcy Case No.: 11-65431

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Thomas M. Renn

Debtor's Counsel: Susan S. Ford, Esq.
                  SUSSMAN SHANK LLP
                  1000 SW Broadway #1400
                  Portland, OR 97205
                  Tel: (503) 227-1111
                  E-mail: susanf@sussmanshank.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb11-65431.pdf

The petition was signed by Critchell Arthur Galpin, member.


JADE INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jade Investments, LLC
        dba The Candy Shop
        4133 Chapel Lake Drive
        Decatur, GA 30034

Bankruptcy Case No.: 12-51217

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: A. J. Mitchell, Esq.
                  LAW OFFICES OF A. J. MITCHELL, LLC
                  Suite 505A
                  4151 Ashford Dunwoody Road, NE
                  Atlanta, GA 30319
                  Tel: (404) 705-8226
                  E-mail: aj@ajmitchell-law.com

Scheduled Assets: $934,000

Scheduled Liabilities: $1,194,922

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-51217.pdf

The petition was signed by Jacqueline DaCosta, managing member.


JBS USA: Moody's Assigns 'B1' Rating to Proposed $400-Mil. Notes
----------------------------------------------------------------
Moody's Investor's Service has assigned a B1 long-term debt rating
to $400 million of proposed 144A senior unsecured notes due 2020
to be issued by JBS USA LLC and JBS USA Finance, Inc.. The rating
outlook is stable.

Rating assigned:

JBS USA, LLC:

JBS USA Finance, Inc.

$400 proposed senior unsecured notes due 2020 at B1

Proceeds from the private notes offering will be used to fund a
cash distribution to the issuing companies' ultimate parent, JBS
S.A., and for general corporate purposes. The notes will be
guaranteed by JBS S.A., and two intermediate holding companies,
JBS Hungary Holdings Kft. and JBS USA Holdings, and will rank
equally to the existing senior unsecured debt at JBS USA, LLC
including $650 million of 7.25% notes due 2021 and $700 million of
11.625% notes due 2014. The notes will be effectively subordinated
to the existing senior secured debt at JBS USA, LLC including an
$850 million asset-backed revolving credit facility ($56 million
outstanding as of September 30, 2011) expiring 2016 and a $475
million bank term loan due 2018.

The most restrictive financial covenant is a debt incurrence test
that requires net debt to EBITDA leverage at JBS S.A. to be less
than 4.75 times versus 4.0 times as of September 30, 2011..

Separately, JBS USA Holdings intends to purchase between $134
million and $200 million of Pilgrim's Pride Corporation
("Pilgrim's") shares (JBS Holdings currently owns 67%) in
connection with a planned $200 million rights offering announced
in December 2011. This amount would be partially funded through
the retirement of a $50 million intercompany note that JBS
Holdings purchased from Pilgrims last year, and Moody's assumes
that the balance will come from JBS USA, its principal operating
company. The rights offering is expected to be completed in the
first quarter of fiscal 2012.

RATINGS RATIONALE

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A (B1, stable), which controls Holdings and JBS
USA LLC in all material aspects. However, the ratings also reflect
JBS USA's modest debt/EBITDA leverage (about 2.2 times), solid
free cash flow generation before distributions, and the growing
global demand for protein. In addition, the ratings take into
consideration JBS USA's diversification among beef, pork and
chicken (indirectly through its parent ownership stake in
Pilgrim's Pride) and geographic supply diversity among the Brazil,
USA, and Australia.

Moody's would expect to upgrade JBS USA's ratings if JBS S.A.'s
Corporate Family rating is upgraded. Conversely, Moodys would
expect to downgrade JBS USA's ratings if JBS S.A.'s Corporate
Family rating is downgraded. Refer to JBS S.A.'s credit opinion on
moodys.com for the factors that could lead to a downgrade.

JBS USA, LLC operates the U.S. beef and pork segments and the
Australian beef and small cattle operations of JBS S.A., one of
the largest protein operators in the world. JBS USA is owned by an
intermediate holding company, JBS USA Holdings, which also owns a
controlling 67% equity interest in Pilgrim's Pride Corporation,
one of the leading poultry producers in the United States.
Reported sales for JBS S.A., Holdings, and JBS USA for the twelve
months ended September, 2011 were approximately BRL 59.5 billion
(USD 33 billion), $26 billion, and $19 billion, respectively.

JBS USA Finance, Inc., the co-issuer of the notes, is a special
purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries
and no operations or assets other than those incidental to
maintaining its corporate existence.

The principal methodology used in rating JBS USA, LLC was the
Global Food - Protein and Agriculture Industry Methodology
published in September 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


JEFFERSON COUNTY: Astros Owner Jim Crane to Give Documents
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, was given power by the
bankruptcy court last week to examine Jim Crane under oath
regarding settlement of a fraud lawsuit he filed in February
2010 against JPMorgan Chase & Co. related to his purchase of
sewer bonds.

The report relates that Mr. Crane, the new owner of the Houston
Astros Major League Baseball club, reached settlement with the
bank after a jury was selected, the county said in a bankruptcy
court filing. The terms of Crane's settlement weren't disclosed
publicly.

The county also wants Mr. Crane to turn over documents, deposition
transcripts, and exhibits prepared for the lawsuit which was filed
in a state court in Texas.  The county may use Crane's documents
and testimony in its own fraud lawsuit against the bank.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.


JEFFERSON COUNTY: Aims to Cut Sewer Bondholder Payments
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports tha tempowered by a
recent court ruling, Jefferson County, Ala., leaders are planning
to wield their bankruptcy case privileges to squeeze sewer system
bondholders who -- for nearly half a decade -- have squeezed them.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


JIM & JEFFREY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jim & Jeffrey Realty Corp.
        3200 Cruger Avenue, Suite 204
        Bronx, NY 10464

Bankruptcy Case No.: 12-10247

Chapter 11 Petition Date: January 20, 2012

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

Judge: Martin Glenn

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  E-mail: smarkowitz@tarterkrinsky.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 Jeffrey Schneider, president.


JOURNAL REGISTER: Sells Lake Avenue Building for $2 Million
-----------------------------------------------------------
Leigh Hornbeck at timesunion.com, citing documents filed with the
Saratoga County Clerk's office, reports that 20 Lake Avenue LLC
bought a property from Journal Register Co. for $2 million on
Dec. 22, 2011.  According to the report, the 14,308-square-foot
building at the corner of Lake Avenue and Maple Avenue is assessed
at $1.5 million.

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

Journal Register, along with its affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on
Feb. 21, 2009.  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  At the time
of the filing, the Company estimated its assets at less than
$500 million in and $500 million to $1 billion in total debts.

Journal Register emerged from Chapter 11 protection under the
terms of a pre-negotiated plan of reorganization declared
effective in August 2009.


L&M STRATEGIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L&M Strategic Investments, LLC
        387 North 2nd Avenue, 2A
        Phoenix, AZ 85003

Bankruptcy Case No.: 12-01152

Chapter 11 Petition Date: January 22, 2012

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt Street, Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: mark.giunta@azbar.org

Scheduled Assets: $5,545,991

Scheduled Liabilities: $6,710,523

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb12-01152.pdf

The petition was signed by Brian Matlock, manager.


LA ROCA: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: La Roca Comunidad Cristiana Inc
        880 Kuhn Drive
        Chula Vista, CA 91914

Bankruptcy Case No.: 12-00575

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Christian McLaughlin, Esq.
                  LEGAL OBJECTIVE
                  P.O. Box 235333
                  Encinitas, CA 92023
                  Tel: (760) 431-2200
                  Fax: (760) 431-2244
                  E-mail: chris@legalobjective.com

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

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

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

The petition was signed by Jose R. Mayorquin, president.


LAAN HOSPITALITIES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Laan Hospitalities, LLC
        1623 SW 1st Avenue
        Ocala, FL 34471

Bankruptcy Case No.: 12-00252

Chapter 11 Petition Date: January 17, 2012

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

Debtor's Counsel: Thomas C. Little, Esq.
                  THOMAS C. LITTLE, PA
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  E-mail: janet@thomasclittle.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Orange County                                    $261,519
Concurrency Mgt Ofc
P.O. Box 1393
Orlando, FL 32802

The petition was signed by Nagender Reddy, managing member.


LAKE AT LAS VEGAS: Credit Suisse, Ex-Owners Still Sparring
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lake Las Vegas
emerged from bankruptcy protection more than a year ago, but the
desert resort's past financial woes continue to ripple through the
Nevada courts.

                      About Lake At Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief (Bankr.
D. Nev. Lead Case No. 08-17814) on July 17, 2008.  When Lake at
Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it estimated assets of $100 million to $500 million,
and debts of $500 million to $1.0 billion.  Courtney E.
Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq.,
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LEGACY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Legacy Construction & Development, Inc.
        340 Falcon Ridge Pkwy., #700
        Mesquite, NV 89027

Bankruptcy Case No.: 12-10473

Chapter 11 Petition Date: January 17, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Parkway, 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-10473.pdf

The petition was signed by Scott L. Bulloch, president.


LIONSGATE ENTERTAINMENT: Moody's Reviews 'B2' CFR for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Lionsgate Entertainment Inc.'s B2
Corporate Family rating (CFR), B2 Probability of Default rating
(PDR), and all associated debt ratings under review for possible
upgrade. The rating outlook previously had been positive.

RATINGS RATIONALE

The review comes at the heels of Lionsgate's acquisition of Summit
Entertainment (B1 CFR), a large independent film studio, for
$412.5 million. Moody's believes the acquisition has potential
positive credit implications for Lionsgate, and during the review,
Moody's will assess its strategic and financial impact. Moody's
believes it could result in significant cost savings and will help
diversify Lionsgate's revenue stream by adding the successful
Twilight franchise which has highly visible cash flow through
2013. The acquisition is expected to reduce Lionsgate's exposure
to its own film slate performance, though its anticipated Hunger
Games franchise will have its first release in March and is
expected to generate significant profit for the company. Moody's
will assess the potential of the acquisition to improve
Lionsgate's market position and distribution capabilities both
domestically and internationally, as well as its impact on
Lionsgate's liquidity, profitability and leverage profile.
Lionsgate financed the acquisition primarily through cash on
Summit's balance sheet, and a much smaller component from
Lionsgate, and raised only a moderate amount of new debt at
Lionsgate ($45 million unsecured convertible senior subordinated
notes), along with refinancing Summit's existing term loan
facility with a new one of equal size serviced and secured only by
Summit's assets. The review will focus on the potential for the
acquisition to further Lionsgate's ability to de-lever in the near
term, and Moody's will consider the magnitude of debt reduction
that management would be able and willing to achieve as a result.

The review will also focus on other important near-term factors
which should help the company's deleveraging goals such as the box
office performance of the first of four Hunger Games films, and
proceeds from the company's previously stated plans to sell non-
core assets. The initial Hunger Games film is expected to be
released on March 23, 2012. The initial box office performance for
successful franchise book series is generally a good indicator of
the film franchise's future releases' cash flows, and the success
or failure of this anticipated larger than typical Lionsgate
budget series will significantly impact Lionsgate's profitability
and cash flow in the near term.

Moody's notes that the company's past performance still weighs
down on its credit profile, and Lionsgate has historically had
volatile free cash flow and been unable to reach the 5.0x leverage
threshold that Moody's previously stated could lead to an upgrade.
Consequently, the review will consider the impact of the Summit
acquisition, performance of Hunger Games and potential asset sales
on the company's ability to generate sustainable positive free
cash flow while materially reducing absolute debt, and sustain
debt-to-EBITDA leverage of under 5.0x. Moody's will also focus on
the company's liquidity, which has been characterized in recent
quarters by low cash balances, tight covenant cushions and
negative free cash flow, mitigated by the availability under its
$340 million revolver. Moody's anticipates cash balances to remain
low as a result of the $55 million contribution of existing cash
for the Summit acquisition.

Lions Gate'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 Lions Gate's core industry
and believes Lions Gate'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.

Lionsgate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, CA), is a motion picture
studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, video-on-demand and digitally delivered content.


LOU PEARLMAN: Avoidance Claims Survive Motions to Dismiss
---------------------------------------------------------
Richard Burnett at Orlando Sentinel, citing a January 10 ruling,
reports that U.S. Bankruptcy Judge Karen S. Jennemann said
"clawback" lawsuits of U.S. Trustee Soneet Kapila should remain
intact against the more than dozen vendors that allegedly received
fraudulent payments from Lou Pearlman, the former boy-band guru
convicted in 2008 of operating a long-term Ponzi scheme.

According to the report, more than a dozen claims potentially
worth $12 million in the Lou Pearlman bankruptcy case have
survived a legal battle that could have crushed the estate
trustee's efforts to recover funds for creditors and Pearlman's
Ponzi-scheme victims.

The report says those vendors had tried to get the case
restructured by having Mr. Pearlman's bankrupt companies combined
with other corporate entities that were never part of the original
Chapter 11 filing in 2007.  But simply put, Judge Jennemann said,
U.S. bankruptcy law does not allow a judge to "drag" non-bankrupt
companies into a case for the sake of convenience.

The trustee's lawyers said the judge's decision in effect bolsters
a series of lawsuits the trustee has filed against the vendors in
an effort to recoup millions of dollars for creditors and the
victims of Mr. Pearlman's investment scheme, says the report.

The report notes Mr. Kapila has recovered about $20 million so far
through various property seizures, auctions and lawsuit
settlements.  The largest single recovery so far: a $7.5 million
breach-of-contract settlement last fall with MTV Networks.  But
the claims have typically been settled for a fraction of the
original amount in dispute; the initial MTV claim, for example,
was for $60 million.

The report relates that Mr. Kapila's biggest potential recovery --
$50 million -- could come from clawback claims he has made against
certain banks, including SunTrust, Bank of America and Wells
Fargo, which he alleges received millions of dollars in fraudulent
loan payments from Pearlman before his financial empire's demise.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-00575); however, the case is not jointly
administered with the cases of the other Debtors.

Mr. Pearlman pleaded guilty in 2008 to criminal conspiracy in
connection with a $300 million investment scheme, one of the
largest Ponzi schemes in Florida history.  He is serving a 25-year
prison sentence.


LOWER BUCKS: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------
John George, senior reporter at Philadelphia Business Journal,
reports that Lower Bucks Hospital said on Jan. 19, 2012, it has
fully emerged from Chapter 11 bankruptcy protection, two years
after filing.

According to the report, the hospital's reorganization plan, which
calls for the 58-year-old hospital to remain independent, was
approved by the court in December 2011.  The report says it took
another month for Lower Bucks Hospital to complete the financial
transactions required to finalize the plan.

The report relates that a key component of the plan was having the
Bucks County Redevelopment Authority borrow $14 million, which is
being used to take possession of the hospital?s campus as
collateral.  The hospital will use the proceeds from the transfer
of its property to pay creditors, then repay the loan and either
lease or buy back the property using the proceeds it receives from
a share of table games from Parx Casino in Bensalem.

The report says the medical center plans to continue taking
actions to improve its performance in the year ahead.  On that
list is recruiting new physicians to its medical staff; upgrading
equipment and technology; and implementing new business and
marketing plans.

                     About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is currently licensed to operate 183
beds.  Together with affiliates Advanced Primary Care Physicians
and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-
acre campus with several medical facilities.  The Hospital's
emergency room serves 30,000 patients annually.  For the fiscal
year ending June 30, 2009, Lower Bucks had $114 million in
consolidated revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.


M WAIKIKI: Modern Honolulu Hotel Going to Davidson Trust
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of a 353-room Modern Honolulu hotel filed a
bankruptcy reorganization plan on Jan. 20 where the property will
be sold to the Davidson Family Trust from Incline Village, Nevada.
The trust is the pre-bankruptcy junior secured lender and the
largest shareholder.

According to the report, other terms of the Plan are:

   * The Davidson Trust will pay $4.5 million cash in return for
     19 percent of the equity.  The trust's $15 million secured
     claim will be exchanged for 77 percent of the new stock.
     The trust will receive another 5 percent of the stock in
     exchange for an $845,000 unsecured claim.

   * When the plan is effective, the Davidson Trust will make a
     $39.2 million secured loan that will increase by $9 million
     when additional funds are required.

   * Wells Fargo Bank NA, the holder of a $114.9 million mortgage,
     will receive $22.5 million on confirmation to reduce
     principal.  The remainder will be a five-year secured loan
     paying 2.25 percentage points more than the London interbank
     offered rate.  Interest only will be paid in the first two
     years.  In the third through fifth years, principal will be
     paid on a 25-year amortization schedule.

   * Marriott International Inc. was the former manager.  To the
     extent Marriott's claim is approved by the bankruptcy court,
     it will receive $800,000 a year until paid in full, with
     interest at 3.2 percent.

   * General unsecured creditors with $1.54 million in claims
     will be paid in full, although without interest.

The trust already agreed to provide $9 million in financing for
the Chapter 11 case.  The loan is junior to existing first-lien
debt.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MARINA MILE: Judge May Use Personal Knowledge of Case in Rulings
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in ruling that professionals failed to disclose
interests adverse to the estate, no one was "in a better position
to know what had and had not been disclosed to the bankruptcy
court than the bankruptcy judge," U.S. District Judge Kenneth A.
Marra in Fort Lauderdale, Florida, ruled on Jan. 10.

Mr. Rochelle explains that two real estate brokers had been
awarded a $490,000 commission for selling a bankrupt company's
real property. After the plan was confirmed, parties in the case
discovered that the brokers had undisclosed interests in the
property.  U.S. Bankruptcy Judge John K. Olson proceeded to
require disgorgement of the $490,000 fee.

The report relates that on appeal, the brokers alleged there was
insufficient evidence in the record to show that their
relationship with the buyer was unknown.  Judge Marra said that
Olson's "personal knowledge of the case" was a sufficient basis
for the finding that the brokers engaged in "self-dealing."

The case is Denison v. Marina Mile Shipyard Inc. (In re Marina
Mile Shipyard Inc.), 11-61398, U.S. District Court, Southern
District Florida (Miami).


MAGUIRE GROUP: Wants to Pay 50% of Claims of Critical Vendors
-------------------------------------------------------------
Maguire Group Holdings, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of Florida for authorization to pay 50% of
the prepetition claims of nine subcontractors that are critical to
the Debtors' business operations.

The Debtors explain that each Critical Vendor consented to take
payment of only 50% of the amount of the prepetition claims due.

The Debtors relate that five of the Critical Vendors are
"Disadvantaged Business Enterprises", including: (i) A & A
Consultants, Inc.; (ii) Arrow Land Solutions, LLC; (iii) Tavares
Design Associates; (iv) P3I, Inc.; and (v) Ackenheil Engineering
Inc.

A DBE is a business enterprise that is owned by a member of a
group that federal and state departments of transportation, as
well as other governmental agencies and private groups with whom
the Debtors do business, consider as disadvantaged.

The Debtors explain that given the unique nature of the business
relationships between the DBEs and the Debtors in the Debtors'
industry, the DBEs may terminate their services if the Debtors do
not pay them in a timely manner.

Moreover, if the DBEs were to terminate their services, the
Debtors believe that they will face severe consequences for not
meeting their government-mandated DBE goal.

The remaining four non-DBE Critical Vendors are (i) Leftfield,
LLC; (ii) O'Brien & Gere; (iii) WSP Flack &Kurtz; (iv) Briggs
Engineering & Testing.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Berkowitz Dick Pollack & Brant serves as their financial advisors.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Inc. disclosed
$6,526,196 in assets and $46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group Holdings, Inc., along with
affiliates.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.


MARCO POLO SEATRADE: Wants Plan Filing Deadline Moved to Feb. 17
----------------------------------------------------------------
Marco Polo Seatrade B.V., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
periods during to file a Chapter 11 plan and solicit acceptances
thereof through and including Feb. 17, 2012, and April 18, 2012,
respectively.  This is the second request for extension of the
Debtor's exclusivity periods.

The Debtors tell the Court that the extension of the exclusivity
periods will ensure that they will have sufficient time to
consummate their proposed plan and address any issues that may
arise without the unnecessary disruption from potential competing
plans.  According to the Debtors, the Senior Lenders and the
official committee of unsecured creditors have consented to the
proposed extension of exclusivity.

                        About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, serve as the Debtors' bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MEDICO INSURANCE: A.M. Best Places 'B-' FSR Under Review
--------------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the financial strength rating of B- (Fair) and issuer credit
rating of "bb-" of Medico Insurance Company (Medico) (Omaha, NE).
Medico is a wholly owned subsidiary of the Medico Mutual Insurance
Holding Company.

The rating actions reflect the announcement of American Enterprise
Group, Inc.'s (American Enterprise) intent to have Medico join the
American Enterprise Mutual Holding Company organization.  American
Republic Insurance Company is the lead company of American
Enterprise.  The transaction is anticipated to close by June 30,
2012, pending the conclusion of a satisfactory due diligence
process, as well as the approval of the members of Medico Mutual
Insurance Holding Company and regulatory approvals.  A.M. Best
believes Medico will benefit from being part of American
Enterprise, which has considerable financial resources and is a
recognized name in the Medicare supplement market.  Medico will
continue to market senior life/health insurance products,
including Medicare supplement insurance through its independent
field force.

Medico's ratings will remain under review with positive
implications until the transaction is completed.


MF GLOBAL: UK Administrators Dispute Fund Classification
--------------------------------------------------------
James W. Giddens, trustee for the liquidation of MF Global Inc.,
reported on December 23, 2011, that the Joint Special
Administrators of MF Global UK Limited, the UK broker-dealer
affiliate of MF Global, disputed the classification under UK law
of approximately $600 to $700 million in US commodities claimant
funds that were purportedly held as segregated assets for US
customers dealing in foreign futures.  In the SIPA Trustee's
view, these funds were segregated for US customers who traded on
foreign exchanges and, thus, should be returned to those
customers.

"I am disappointed in the UK administrators' position," Mr.
Giddens said in court papers.  "While we have made significant
progress in identifying and distributing customer property held
by US depositories, the UK administrators' position will
significantly affect, in the near term, my ability to return a
substantial amount to US customers dealing in foreign futures.
We will actively and expeditiously pursue the resolution of this
issue."

At this time, the SIPA Trustee does not have control of most of
the assets associated with foreign positions, known as Rule 30.7
secured funds, Mr. Giddens related.  In the SIPA Trustee's view,
these funds belong to US customers of MF Global Inc. who traded
on foreign exchanges; the ultimate recovery of these foreign
assets is not certain and may take more time.  The SIPA Trustee
noted that the investigation into the apparent shortfall of
segregated customer property continues and the customer property
held by MF Global UK Limited does not change his estimate that
the shortfall is not less than $1.2 billion.  The disputed assets
currently held by the MF Global UK administrators are separate
from the previously reported shortfall.

A report by Michael J. de la Merced of The New York Times noted
that the SIPA Trustee may have relatively few options to pursue
the return of the funds.  One of the most likely course of action
for the SIPA Trustee is to file a claim in the British court
proceedings where the probability of success is unlikely, the
report said.  The report recalled that many clients of Lehman
Brothers whose positions were held at the collapsed investment
bank's British arm tried for months to unfreeze their money but
were forced to liquidate their positions.

                       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: Committee Proposes Dewey & LeBoeuf as Attorneys
----------------------------------------------------------
The statutory creditors' committee in the Chapter 11 cases of MF
Global Holdings Ltd. and MF Global Finance USA Inc. seeks the
Court's authority to employ Dewey & LeBoeuf LLP as their
attorneys, nunc pro tunc to November 9, 2011.

As attorneys, D&L will:

  (a) assist and advise the Committee in its consultation with
      the Chapter 11 Trustee and the Debtors relative to the
      administration of the bankruptcy cases and MF Global
      Inc.'s liquidation under the Securities Investor
      Protection Act;

  (b) attend meetings and negotiate with representatives of the
      affiliated debtors and administration officials presiding
      over MF entity cases around the globe;

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

  (d) assist the Committee in the formulation, review, analysis,
      and negotiation of any Chapter 11 plan that may be filed
      and assist the Committee in the formulation, review, and
      analysis of the disclosure statement accompanying any
      Chapter 11 plan;

  (e) take all necessary action to protect and preserve the
      interests of the Committee and general unsecured claims
      against the Debtors' estates, including (i) the
      investigation and possible prosecution of actions on their
      behalf; (ii) if appropriate, negotiations concerning all
      litigation in which the Debtors' estates are involved; and
      (iii) review, and analysis of claims filed against the
      Debtors' estates;

  (f) generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports, and
      papers in support of positions taken by the Committee; and

  (g) appear, as appropriate, before this Court, the appellate
      courts, and the U.S. Trustee, and protect the interests of
      the Committee before those courts and before the
      U.S. Trustee.

The D&L professionals will be paid in accordance to their
customary hourly rates:

      Partners                      $775 to $1200
      Of counsel                    $760 to $900
      Associates                    $395 to $675
      Paraprofessionals             $200 to $295

The Committee expects these D&L to take a lead role in
representing the panel in the Debtors' bankruptcy cases:

Martin J. Bienenstock, Esq.         $1000
Michael P. Kessler, Esq.            $1000
Mark Fennessy, Esq.                  $995
Hazel Miller, Esq.                   $950
Irena M. Goldstein, Esq.             $875
Timothy Q. Karcher, Esq.             $875
Elizabeth P. Smith, Esq.             $760
Marc M. Allon, Esq.                  $640
Vincent Indelicato, Esq.             $580
Kathleen E. Barber, Esq.             $395
Maja Zerjal, Esq.                    $395

D&L will also be reimbursed for all its necessary out-of-pocket
expenses.

Martin J. Bienenstock, Esq., at Dewey & LeBouef LLP, in New York,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Committee's.

Mr. Bienenstock further discloses that:

  * In August 2011, MF Global Inc. retained D&L to provide
    general tax advice for three transactions.  D&L said it
    provided limited and discrete services in connection with
    tax advice related to those transactions and, in relation to
    the services provided, D&L was paid $59,720.  The entirety
    of the amount was paid within 90 days prior to the Petition
    Date.

  * Deloitte Touche Tohmatsu has been appointed Joint
    Administrator of Australian indirect subsidiaries of MF
    Global Holdings Ltd.

  * KPMG has been appointed administrators of MF Global UK Ltd.,
    et al.  The Committee said KPMG has also been hired to
    advise a potential sale of MF Global Holdings Ltd. indirect
    subsidiary MF Global Sify Securities India PVT., Ltd.  D&L
    is not representing KPMG in connection with any of these
    matters.

                       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: Trustee Wants Until Feb. 17 to File Schedules
--------------------------------------------------------
The Chapter 11 Trustee asked the Court for further extension of
the time for him to file the schedules of assets and liabilities
and statements of financial affairs of the Debtors for an
additional 30 days from January 17, 2012, through and including
February 17, 2012, without prejudice to his ability to request
additional time should it become necessary.

The Chapter 11 Trustee related that he has a significant amount
of information to prepare in order to file the Schedules and
Statements, some of which is maintained by the SIPA trustee and
the administrator of the United Kingdom proceedings.  In
addition, it was only three weeks since he was appointed and he
filed the Chapter 11 cases of three additional debtors.

The filing of the additional entities, coupled with the enormity
and complexity of the Debtor's organizational structure, and the
need to coordinate efforts with other estates domestically and
abroad, the Chapter 11 Trustee asserts, constitutes "cause" to
extend the current deadline for filing the Schedules and
Statements.

                       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: Feds Scrutinize Transfers of Customer Money
------------------------------------------------------
Federal authorities investigating the collapse of MF Global think
that the firm began improperly moving customer money to a
middleman on October 27, according to people briefed on the
matter, Azam Ahmed and Ben Protess of The New York Times
reported.

The transfers, which indicate that the firm misused client money
earlier than previously believed, represent a new line of inquiry
in the search for the more than $1 billion in missing money, The
New York Times said.

The investigators are thus examining whether the firm -- as part
of its effort to stave off bankruptcy -- began moving client
money to the Depository Trust & Clearing Corporation, a financial
intermediary responsible for closing out some of MF Global's
transactions, the people told The New York Times.  Investigators
are looking at billions of dollars of transfers from MF Global to
the clearing corporation, a fraction of which is believed to be
customer money, the report continued.  The people said the
middleman passed some of the money to banks and other firms that
traded with MF Global, the report relayed.

Nonetheless, the new details bolster claims that MF Global was
careless with customer money, regardless of the company's
intentions, The New York Times pointed out.  Authorities earlier
found that MF Global had used roughly $200 million of client
funds to replenish an overdrawn account at JPMorgan Chase in
London on Oct. 28, the last business day before the firm filed
for bankruptcy, the report stated.

Federal authorities are also looking into whether MF Global used
customer money to pay the clearing corporation as part of a
margin call, The New York Times said.  The report noted that
financial intermediaries routinely require extra collateral when
firms run into trouble.  Notably, a different clearinghouse in
London forced MF Global to pay roughly $300 million to back some
of its bond holdings during its last week, the report stated.

It remains unclear how much customer money was transferred to the
Depository Trust & Clearing Corporation and whether officials at
MF Global knew they were using client money, The New York Times
noted.  Kent Jarrell, spokesperson for the trustee overseeing the
liquidation of MF Global Inc., said that the MFGI Trustee has not
made a determination about customer cash that went through the
clearing corporation, the report relayed.

The New York Times stated that the transfers are of particular
interest to regulators as they believe that the transactions
represent one of the earliest misuses of customer funds by MF
Global.

                       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 Files 1st Report on Liquidation
-------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc., filed with Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York on
January 12, 2012, a sixty-day report on the status of MFGI's
liquidation under the Securities Investor Protection Act.

At a November 22, 2011 hearing, the Court suggested that the SIPA
Trustee prepare reports on a more frequent basis than a six-month
formal reporting period.  The SIPA Trustee's counsel indicated
that the SIPA Trustee would submit relatively brief status
reports or updates approximately every 60 days before, and during
intervals between, submission of lengthier and more comprehensive
six month interim reports.

This report, which is the first 60-day update report, will
summarize the nature of the SIPA Proceeding, the principal
developments, the status of available property and known or
estimated claims, and some of the key issues confronting the SIPA
Trustee.

                        Account Transfers

Within the first two months of the proceeding, the SIPA Trustee
distributed approximately $4 billion through new futures
commodity merchants or FCMs willing to accept the accounts,
resulting in distributions to more than 20,000 non-affiliate
customers with U.S. accounts of approximately 72% of their
estimated account value.

The SIPA Trustee also retains an amount exceeding $1 billion
attributable to accounts pursuant to Section 4d of the Commodity
Exchange Act.  The SIPA Trustee must retain these funds pending
further Court orders.  Until the SIPA Trustee's investigation is
complete, the full amount of available funds will not be known
with certainty.

The transfers were, however, limited to the 4d Property and can
not include property under Section 30.7 of Title 17 of the Code
of Federal Regulations.  The reason is that the funds necessary
to satisfy these account holders (which must be treated
separately from 4d Property under the CFTC regulations) are held
predominantly by foreign administrators, principally in the
United Kingdom and Canada, and are not under the SIPA Trustee's
control, James B. Kobak, Esq., at Hughes Hubbard & Reed LLP, in
New York, said.

As of October 31, 2011, 30.7 Customer Obligations total
$878.80 million.  Of this amount, $63.55 million was recovered
and $815.25 million remains to be recovered.

Foreign administrators have disputed the SIPA Trustee's right to
the immediate return of these funds and do not necessarily regard
them as having been held in strict segregation for U.S. account
holders.  To that end, the SIPA Trustee is actively pursuing
discussions with administrators in the U.K. and Canada, and is
prepared to institute litigation, if necessary, to obtain access
to these funds for customers.  The SIPA Trustee has sought and
obtained a seat on the creditors' committee in the U.K.
liquidation.  The SIPA Trustee anticipates that efforts to
resolve this impasse with foreign administrators will be a
primary focus of the next phase of this SIPA proceeding,
Mr. Kobak related.

As to the securities accounts, the SIPA Trustee has undertaken
the transfer of substantial parts of non-affiliate securities
accounts to a willing purchaser pursuant to Court order.  The
SIPA Trustee estimates securities customer obligations to be at
$488 million.  The SIPA Trustee marshalled assets are estimated
at $418 million.  Specifically, the SIPA Trustee has authorized
the transfer of 250 securities accounts an approximately $124.6
million in related assets.  The SIPA Trustee expects to transfer
an additional 68 securities accounts and approximately $108.4
million in related assets.  Twenty affiliate accounts worth
$133.3 million will be excluded from the transfers.

Securities customers should receive 60% or more of their account
value and 85% of the securities customers may receive their
account value because of the Securities Investor Protection
Commission's guarantee.

                     Claims Process

The SIPA Trustee sought and obtained an order to establish
parallel claims processes for commodities customers, securities
customers, and general creditors.  The bar date for commodities
customers, and for securities customers seeking maximum
protection under SIPA, is January 31, 2012; the bar date for all
securities and general claims is June 2, 2012.

As of January 12, 2012, 13,128 claims have been filed against
MFGI comprised of 10,270 commodities customer claims, 2,566
general claims, and 292 securities customer claims.

             Financial Condition of MFGI Estate

The SIPA Trustee discloses that assets available to the MFGI
estate, apart from funds held in segregation for commodities and
securities customers as of January 12, 2012, total $290.43
million.

The SIPA Trustee's continuous marshalling efforts have yielded
slightly less than $300 million.  The SIPA Trustee anticipates
augmenting this amount through recovery of additional funds and
securities held at various entities, sale of MFGI's exchange
seats and memberships, unwinding of financial transactions, and
pursuit of pending or future litigation and avoidance actions.

The SIPA Trustee does not yet have a reliable estimate of
additional collections or recoveries, but believes they will be
more than de minimis.  At the same time, the SIPA Trustee does
not necessarily anticipate a general estate of a size substantial
enough to compensate for all potentially unavailable sources of
customer funds (assuming some allocation of general estate assets
for those purposes), or to pay significant dividends to general
creditors, Mr. Kobak related.

                   Investigatory Activities

Pursuant to the Court's November 4, 2011 order, the SIPA Trustee
has engaged in significant investigation activities.  The SIPA
Trustee said he will report in due course on the circumstances
that led to MFGI's SIPA filing and apparent shortfalls in
customer property.  In the meantime, the SIPA Trustee's
investigation has concentrated on missing funds and potential
avenues to obtain them for the benefit of customers, Mr. Kobak
said.

To that end, review of documents and interviews of 50 witnesses
have been conducted on an intensive basis.  The SIPA Trustee also
emphasized voluntary cooperation over subpoenas, but has sent one
dozen document requests and 50 preservation notices, including to
former employees of MFGI and its affiliates, to the affiliates
themselves, to exchanges and clearing agencies, and to financial
institutions.  These efforts have involved constant coordination
with regulatory authorities, U.S. Attorneys' Offices and
Congressional committees, and attorneys for MF Global Holdings
Ltd. and its affiliated Chapter 11 debtors.

                       Other Matters

The SIPA Trustee has sought to maintain channels of communication
with customers, creditors, and the public to the extent that he
can do so without detracting from his duties to marshal and
return property, and without compromising the confidentiality of
investigatory and recovery efforts, Mr. Kobak told Judge Glenn.

To that end, the SIPA Trustee's counsel held three formal meet-
and-confer sessions on November 18, 2011, December 1, 2011, and
December 20, 2011, and numerous telephonic conferences with
groups of interested customers, always seeking as representative
a meeting as possible to avoid wasteful, duplicative efforts.
Mr. Kobak said the SIPA Trustee's Web site --
http://www.mfglobaltrustee.com/-- is updated often, with court
filings, statements on various issues, and reports on the
progress of the liquidation.

Recently, the SIPA Trustee and his professionals made a
presentation regarding MFGI's SIPA Proceeding before customers,
creditors, and other interested parties on January 12, 2012.  The
SIPA Trustee or his lead counsel has also voluntarily appeared
before Congress, upon request, three times, in addition to
participating in conference calls and meetings with Congressional
staff and constituents.

To reduce administrative expenses, the SIPA Trustee promptly
rejected, assigned, or surrendered leases for MFGI office space
across the country, while simultaneously securing the premises
and preserving important data systems.

The SIPA Trustee also terminated all approximately 1,100 MFGI
employees.  The SIPA Trustee employed consultants and forensic
accountants from Deloitte and Ernst & Young with U.K. counsel and
U.S. counsel for conflicts, as indicated in connection with the
hearing on disinterestedness.  The SIPA Trustee has retained a
skeleton staff of former MFGI employees on a temporary basis
because their knowledge will facilitate the execution of an
efficient claims process.

A full-text copy of the SIPA Trustee's Report is available for
free at http://bankrupt.com/misc/1stMFGIStatusRpt.pdf

The report contains an Appendix A, which contains information and
slides presented at the January 12, 2012 meeting with customers
and creditors of MFGI.  A copy of the Appendix is available for
free at http://bankrupt.com/misc/MFGlobal_Jan12MeetingSlides.pdf

                       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: Parties Respond to Asset Distribution Briefs
-------------------------------------------------------
Various entities, including the Chapter 11 trustee of MF Global
Holdings Ltd.'s bankruptcy case, react to the memoranda regarding
the legal principles and framework for the allocation and
distribution of customer property filed by James W. Giddens,
trustee for the liquidation of the business of MF Global Inc.
under the Securities Investor Protection Act.

The Creditors' Committee and the SIPA Trustee agree to a briefing
schedule concerning the Creditors' Committee's right to appear
and be heard in the MFGI case.  The parties will follow this
schedule:

  January 18, 2012         -- The Creditors' Committee will file
                              its opening memorandum of law.

  February 17, 2012        -- The SIPA Trustee will file his
                              answering memorandum of law.

  March 5, 2012            -- The Creditors' Committee will file
                              its reply memorandum of law.


A. Creditors Committeee

On behalf of the Official Committee of Unsecured Creditors,
Martin J. Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York,
wrote to alert Judge Glenn to a legal issue embedded in the
briefing regarding allocation and disposition of customer
property in MF Global's Inc.'s liquidation case under the
Securities Investor Protection Act.

The issue is whether Section 190 of the Electronic Code of
Federal Regulations applies to the SIPA case of MFGI.

This issue, according to Mr. Bienenstock, is critical to the
Creditors' Committee because Rule 190.08 moves general property
into customer property beyond the extent permitted by subchapter
IV of the Bankruptcy Code as made applicable by the SIPA, and
thus diminishes the assets MFGI can use to pay claims of the
Chapter 11 Debtors and other creditors, including any deficiency
claims of securities customers, Mr. Bienenstock argues.

Mr. Bienenstock notes that whether Rule 190 applies to the SIPA
proceeding derives from its underlying statute Section 24(a)(1)
of Title 7 of the U.S. Code which provides that "notwithstanding
title 11, the Commission may provide, with respect to a commodity
broker that is a debtor under chapter 7 of title 11, by rule or
regulation - (I) that certain cash, securities, other property,
or commodity contracts are to be included in or excluded from
customer property or member property.  In this context, MFGI is
not a Chapter 7 debtor.  Among other things, the U.S. Trustee for
Region 2 did not appoint an interim Chapter 7 trustee pursuant to
Section 701(a) of the Bankruptcy Code, which applies in
stockbroker and commodity broker liquidations under subchapters
III and IV of Chapter 7.  Instead, the U.S. District Court for
the Southern District of New York appointed James W. Giddens as
SIPA Trustee.

Conversely, the briefing parties treat the applicability of
Section 190 to the SIPA proceeding as a given, Mr. Bienenstock
states.  Rather than quote all the authorizing statute, the
Commodity Futures Trading Committee omits the words "with respect
to a commodity broker that is a debtor under chapter 7," he
points out.  Moreover, the briefs filed by the SIPA Trustee and
the Securities Investor Protection Corporation ignore the issue
entirely and simply proceed as if Section 190.08 applies to the
MFGI SIPA case, he contends.  The briefing parties do disclose
what the Creditors' Committee previously stated on the record,
namely that Section 190.08 was held to exceed its underlying
rulemaking power, but the opinion in In re Griffin Trading
Company, 245 B.R. 291(2000) was vacated as part of a settlement,
he notes.

Because neither the Creditors' Committee nor Louis J. Freeh,
Chapter 11 trustee for the Debtors' bankruptcy cases, are part of
the briefing, Mr. Bienenstock is submitting this letter to flag
the issue in the hope that the Bankruptcy Court will not
inadvertently treat the issue as having an undisputed outcome.
He clarifies that the Creditors' Committee is not seeking to
intervene as a party.

Representing the CFTC, Robert A. Schwartz, Esq., assistant
general counsel, in Washington, D.C., argues that the Bienenstock
Letter sets forth an erroneous interpretation of the law that
"would, without purpose other than to privilege private interests
over customer claims, render several critical CFTC regulations
inapplicable in this proceeding, the largest commodity broker
liquidation in U.S. history."

Mr. Schwartz asserts that Section 78fff-1(b) of the SIPA provides
that a SIPA Trustee "will be subject to the same duties as a
trustee under Chapter 7 of Title 11, including, if the debtor is
a commodity broker, as defined under Section 101 of Title 11, the
duties specified in subchapter IV of Chapter 7."  Section 766(h)
of subchapter IV provides in relevant part that the trustee will
distribute customer property ratably to customers on the basis
and to the extent those customers' allowed net equity claims, and
in priority to all claims, he points out.

Mr. Schwartz further argues that the Bienenstock Letter omits
that the SIPA Trustee is "subject to the same duties in a case
under Chapter 7."  He notes that the CFTC has promulgated
detailed regulations pursuant to this statutory grant of
authority.  If the Bienenstock Letter is correct, those
regulations too may be inapplicable, for no apparent purpose
other than to disadvantage commodity customers, he states.  He
also clarifies that the Griffin decision pertained only to
Section 190.08(a)(1)(ii)(J) contrary the Bienenstock Letter.

B. Chapter 11 Trustee

Louis J. Freeh, the Chapter 11 Trustee for the Debtors'
bankruptcy cases, says he is concerned that an inappropriate
interpretation of the relevant statutes in the briefs and will
result in the SIPA Trustee denying the rights of creditors to
recover from property that is not, and was never, deposited by
customers.

James B. Kobak, Esq., at Hughes Hubbard & Reed LLP, in New York,
counsel to the Chapter 11 Trustee, notes that the conflicting
interpretations of Section 766 of the Bankruptcy Code and the
Section 190 of the Electronic Code of Federal Regulations is not
whether certain estate property can be distributed to customers,
but whether estate assets that would otherwise be available for
distribution to MFGl's creditors can be reallocated to the
customer property pool.  The Official Committee of Unsecured
Creditors has correctly and appropriately stated in its letter to
the Court that the Part 190 Regulations do not apply in a SIPA
proceeding because a SIPA proceeding is not a case under
Chapter 7, he asserts.

Indeed, MFGH has substantial intercompany claims against MFGI on
account of the significant intercompany loans made to MFGI,
Mr. Kobak tells Judge Glenn.  This funding, he relates, is
traceable and is separate and apart from customer property.
Thus, any recoveries related to that funding should not be
diverted by the SIPA Trustee to a customer property pool where
customers enjoy priority to the detriment of creditors of MFGI
estate, he stresses.  The Chapter 11 Trustee thus believes a
plain reading of Section 766(j)(2) requires a ratable
distribution of customer  assets among MFGI's general estate
creditors, including customers that have deficiency claims.

C. MF Global HK Liquidators

On behalf of the Joint and Several Provisional Liquidators of MF
Global Hong Kong Ltd., Martin N. Flics, Esq., at Linklaters LLP,
in New York, says statements in the Memoranda addressing the
proposed treatment of public versus non-public customers are
particularly relevant to MFG HK and its estate because it is an
affiliate of MFGI.  He notes that substantially all of MFG HK's
claims against MFGI relate to Omnibus Accounts for MFG HK's
customers.  MFG HK understands that those accounts were
designated on MFGI's books and records as "Customer Segregated
Omnibus Accounts" for MFG HK.  He relates that with respect to
the Omnibus Accounts, MFGI acknowledged in writing, among other
things:

  * it will treat property deposited therein as belonging to MFG
    HK's customers;

  * property therein will not be subject to MFGI's lien or be
    subject to offset against any amounts owed to it by MFG HK
    other than as a result of transactions made for the account;
    and

  * securities deposited in the account all are securities that
    MFG HK purchased using customer funds in accordance with
    the Commodity Futures Trading Commission regulation or are
    securities that have been deposited by MFG HK's customers.

MFG HK thus believes that its claims in relation to the Omnibus
Account are properly distinguishable from its proprietary claims
under a correct interpretation of applicable law.

D. Various Customers of MFGI

The Commodity Customer Coalition notes that the SIPA Trustee
acknowledges that the CFTC regulations adopt a regime that
"provides for the allocation of non-customer property to satisfy
demonstrated shortfalls in regulatory compliance to the extent
necessary to satisfy customer claims."  Yet, the SIPA Trustee
appears equivocal about what property can or should be used to
remedy "demonstrated shortfalls in regulatory compliance," points
out the CCC's counsel, James L. Koutoulas, Esq., in Chicago,
Illinois.  The CCC thus seeks an order from the Court that is
unequivocal, that:

(1) Customers are entitled to a first-priority interest in any
   and all MFGI property, to the extent needed in order to fill
   the reported $1.2 billion shortfall in customer segregated
   funds;

(2) Customers' first-priority right must follow customer funds to
   each and every entity to or through which customer funds
   flowed; and

(3) The SIPA Trustee must immediately begin to pursue claims to
   recover customer funds (even if it requires an entity to or
   through which customer funds flowed to give up alternative
   funds), so that decisions about distribution and allocation
   of customer property in these proceedings can be made quickly
   and efficiently.

In a supplement, Mr. Koutoulas relates that several futures
commission merchants join in the CCC's requests for recognition
of the primacy of Customers' claims and interests.  A schedule of
the joining FCMs is available for free at:

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

In addition, while the CCC has no disagreement with the general
concept of customer account subclasses for commodity customers,
as set forth in the SIPA Trustee's Memorandum, the CCC reserves
the rights of its members to object to the application of these
account subclasses, at such time as the SIPA Trustee may formally
seek the Court's approval of any distributions based on those
allocations.

In another filing, Sapere Wealth Management, LLC, Granite Asset
Management and Sapere CTA Fund, L.P. comment that the interests
of the commodities customers with deficient segregated-accounts
conflict with those of the securities customers with deficient
segregated-accounts.  The SIPA Trustee, who owes undivided
loyalty to both commodities customers and securities customers,
cannot properly use the rubric of "discretion" to resolve those
conflicts, says counsel to Sapere, John J. Witmeyer III, Esq., at
Ford Marrin Esposito Witmeyer & Gleser, L.L.P., in New York.
Those conflicts, he argues, should be resolved in favor of
commodities customers with deficient segregated-accounts.  Given
the enormity of the $1.2-billion deficiency in segregated-
accounts, the aggregate segregated-account deficiency will likely
exceed any general estate assets (if there were to be any),
unless substantial recoveries were to make segregated-account
customers whole, he stresses.

Two groups of physical commodities customers and metal customers
insist that the Physicals are not property of the MFGI estate and
are not subject to distribution and pro rata allocation among all
MFGI customers under Section 761(10) of the Bankruptcy Code and
the Part 190 Regulations.  They clarify that the Physicals and
Metals are held in custody by MF Global for the sole benefit of
the Metals Clients and Physicals Customers.  The Physicals
Customers further allege that the SIPA Trustee has threatened to
liquidate the Physicals by January 31, 2012 if the physicals
customers fail to act.  Before the SIPA Trustee is allowed to
liquidate the Physicals or compel their pro rata distribution,
the SIPA Trustee should be required to adduce evidence that (i)
MFGI had a sufficient possessory interest in the Physicals so as
to make those commodities "property" of the estate and (ii) MFGI
held the Physicals for some purpose other than delivery or
exercise, the Physicals Customers urge the Court.

The Physicals Customers are Bruce Eisen; Dale Mancino; Denis
Brink; Patrick O'Malley, M.D.; and William Hackenberger.  The
Metal Customers are Alexander Coxe, Greenbriar Partners, L.P. and
Paul Polger.

John Cassimatis asserts that his silver is specifically
identifiable property which belongs in an account class with
other holders of physical property and that any loss attributed
to the decline of his silver is a customer claim entitled to a
distribution in MFGI's SIPA Proceeding.  In the alternative, if
the Court determines that the Silver is not specifically
identifiable property, Mr. Cassimatis joins in the Response of
the Metal Customers, which sets forth an argument that warehouse
receipts for metals are not property of the estate and thus, not
subject to the distribution scheme under the commodity laws.

               SIPA Trustee Files Omnibus Reply,
               SIPC, CFTC Support SIPA Trustee

Counsel to the SIPA Trustee, James B. Kobak, Esq., at Hughes
Hubbard & Reed LLP, in New York, notes that the Responses do not
contest the SIPA Trustee and the SIPC's summary of SIPA and the
provisions for determination and allocation of customer property
for MFGI's securities customers.  Nor does any Response dispute
that general estate claims are to be decided under Section 726
and that determination of those claims appropriately may be
deferred until more is known about the universe of customer
claims and customer property, he says.

Instead, the Responses seek to have the Court rule now on
potential means of augmenting commodity customer property to
resolve the anticipated shortfall or to obtain premature
determinations of how those principles will apply to the SIPA
Trustee's determination of a substantive piece of a particular
claimant's claim, Mr. Kobak points out.

These Responses put the cart before the horse, Mr. Kobak asserts.
In response to the Sapere Respondents, the CCC and the Chapter 11
Trustee, he argues that the SIPA Trustee has authority to seek to
make allocations in appropriate circumstances as necessary but
has not yet sought to do so as neither the total amount of
shortfall to any fund of customer property nor the extent of
general estate assets is yet known with any certainty.

Likewise, some Respondents raise arguments as to the treatment of
warehouse receipts and other certificates that ignore the SIPA's
extensive reach and that depend on particular facts that should
be addressed in the claims process, Mr. Kobak avers.  The SIPA
and the Part 190 Regulations govern the determination of what
constitutes property of the MFGI estate and the pro rata
distribution of property within an account class, including the
proper timing of liquidating the Physicals, he points out.  He
further notes that the issue raised by MF Global HK should be
reserved for the claims process.  The SIPA Trustee notes that the
Court has authorized him to agree to alternative procedures for
intercompany claims.

Several Respondents also seek various types of relief that are
both procedurally and substantively improper, Mr. Kobak argues.
Procedurally, claimants must seek relief by motion on notice or
through an adversary proceeding, he says.  Substantively, the
arguments are mistaken and in some cases have already been
rejected by the Court, he insists.

"It is equally clear that the SIPA Trustee's investigation and
pursuit of claims must be free from intrusion by third parties
whose primary objective is to protect their own individual
interests without due regard for the interests of customers or
creditors of the estate as a whole," Mr. Kobak insists.

A copy of the chart containing the Responses and the SIPA
Trustee's corresponding reply is available for free at:

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

In another filing, the SIPC adopts the SIPA Trustee's reply
regarding the issues raised by Mr. Cassimatis, the Physicals
Customers and Metal Clients.  As to Sapere's and CCC's arguments,
Christopher H. LaRosa, Esq., senior associate general counsel at
the SIPC, in Washington, D.C., argues that it would be premature
for the Court to address the questions of whether the SIPA
Trustee has the power to reallocate general estate assets to the
commodities estate.

In response to the CCC's request to compel the SIPA Trustee to
commence avoidance actions against each and every entity that
received transfers of customer property from the Debtor, the SIPA
Trustee does not have the factual predicate to enable him to make
informed decisions concerning whether and against whom to bring
avoidance actions, and there is no reason to require him to do so
now, Mr. LaRosa insists.

Separately, the Commodity Futures Trading Commission asserts that
the Chapter 11 Trustee's brief contains errors and misstatements
of law that, if accepted, may inhibit commodity customers from
recovering their property.  Contrary to the Chapter 11 Trustee's
assertions, customer protections in the Bankruptcy Code, the
Commodity Exchange Act, and the CFTC regulations apply to the
MFGI proceeding and require the commodity customers be made whole
in preference to substantially all other claims, including any
claims of the MFGH estate.

"To the extent that diverted customer property may reside
elsewhere within the MFGI estate or subsequently is recovered
from some other entity, including from MFGH, that property must
be returned on a pro rata basis to its rightful customer-owners,"
Robert S. Schwartz, Esq., chief counsel, division of clearing and
risk at the CFTC, in Washington, D.C., avers.

Mr. Eisen, et al., is represented by:

        Vincent P. Schmeltz III, Esq.
        Deborah L. Thorne, Esq.
        BARNES & THORNBURG LLP
        One N. Wacker Drive, #4400
        Chicago, IL 60606
        Tel: (312) 257-1313
        E-mail: tschmeltz@btlaw.com
                deborah.thorne@btlaw.com

           -- and --

        David M. Powlen, Esq.
        BARNES & THORNBURG LLP
        1000 N. West Street, Suite 1200
        Wilmington, DE 19801
        Tel: (302) 888-4536
        E-mail: david.powlen@btlaw.com

Mr. Coxe, et al., is represented by:

        Alissa M. Nann, Esq.
        FOLEY & LARDNER LLP
        90 Park Avenue
        New York, NY 10016
        Tel: (212) 682-7474
        Fax: (212) 687-2329
        E-mail: anann@foley.com

           -- and --

        Geoffrey S. Goodman, Esq.
        FOLEY & LARDNER LLP
        321 N. Clark Street, Ste. 2800
        Chicago, IL 60654
        Tel: (312) 832-4500
        Fax: (312) 832-4700
        E-mail: ggoodman@foley.com

Mr. Cassimatis is represented by:

        Andrew B. Eckstein, Esq.
        Rocco A. Cavaliere, Esq.
        BLANK ROME LLP
        The Chrysler Building
        405 Lexington Avenue
        New York, NY 10174
        Tel: (212) 885-5000
        Fax: (212) 885-5002
        E-mail: AEckstein@BlankRome.com
                RCavaliere@BlankRome.com

                       *     *      *

The Court approved the stipulation concerning briefing of the
Creditors' Committee's right to appear and be heard in MFGI's
SIPA Proceeding.

                       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: Creditors Panel Seeks to Appear in MFGI Liquidation
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of MF Global
Holdings Ltd., et al., filed with the Court an opening memorandum
in support of its right to appear and be heard in the liquidation
of MF Global Inc. under the Securities Investor Protection Act.

The filing is in light of a Court-approved stipulation concerning
briefing with respect to the Creditors' Committee's right to
appear and be heard in MFGI's SIPA Proceeding.

Specifically, the Creditors' Committee asks the Court to grant
it, as an "interested entity" under Rule 2018(a) of the Federal
Rules of Bankruptcy Procedure, intervention in the SIPA Case to
enable it to appear and be heard on any issue affecting the
return to the Creditors' Committee's constituency.  The
Creditors' Committee says it does not automatically have those
rights pursuant to Section 502(a) of the Bankruptcy Code, made
applicable to the SIPA Case by Section 78fff(b) of the SIPA.

Martin J. Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York,
asserts that the Chapter 11 Debtors' cases and the SIPA Case are
closely intertwined.  He notes that MFGI owes at least $470
million to MF Global Finance USA Inc.  The Chapter 11 Debtors
also share with the SIPA estate the cost of certain facilities,
computer systems, employees and books and records, he points out.

Shortly before the bankruptcy filing, MFGH/MFGF drew down at
least $952 million of a $1.2 billion credit facility and yet
filed their Chapter 11 cases with only approximately $26 million
in their bank accounts, Mr. Bienenstock says.  It appears that
all or a significant portion of those funds were provided to or
for the benefit of MFGI, he alleges.

Moreover, numerous legal issues in the SIPA Case affect heavily
on the returns to creditors in the Chapter 11 Debtors' cases,
according to Mr. Bienenstock.  Among other things, the SIPA
Trustee declared that although he has $290.43 million of general
estate assets "on hand," he may "allocate" "some amounts from the
general estate . . . to customer property at a future date."  The
Creditors' Committee previously asked several safeguards to
protect non-customer creditors of MFGI estate, including the
Chapter 11 Debtors, in the event the SIPA Trustee pays too much
or uses noncustomer property which should be allocated to the
Chapter 11 Debtors' claims.  The SIPA Trustee objected to the
Creditors' Committee's standing.

Mr. Bienenstock argues that cause exists to grant the Creditors'
Committee's right to appear and be heard generally in the SIPA
Case for these reasons:

  (1) The SIPA Case directly impacts returns to creditors in the
      Chapter 11 Debtors' cases;

  (2) The Chapter 11 Debtors borrowed and downstreamed at least
      $952 million to MFGI in the days before bankruptcy;

  (3) Section 1103(c)(2) of the Bankruptcy Code empowers the
      Creditors' Committee to investigate "any other matter
      relevant to the case," and Section 1121(c) of the
      Bankruptcy Code authorizes the Creditors' Committee to
      propose a Chapter 11 plan, which would deal with all
      relationships between the SIPA Case and the Chapter 11
      Debtors;

  (4) It promotes form over substance to compel the Creditors'
      Committee to raise issues against the SIPA Trustee in the
      Chapter 11 cases rather than simply respond to matters in
      the SIPA Case;

  (5) The Chapter 11 Debtors' cases will not be fair or appear
      fair if the creditors' statutory representative is not
      allowed to protect creditors in the SIPA Case; and

  (6) The Chapter 11 Trustee is no substitute for the Creditors'
      Committee because, among other things, he has no statutory
      duty to creditors whereas the Committee does.

"The Creditors' Committee's participation lets the Court know
from an objective source what requests for relief adversely
impact creditors, pursuant to the Creditors' Committee's power
and duty under Section 1103(c)(5) 'to perform such other services
as are in the interest of those represented,'" Mr. Bienenstock
insists.

Bankruptcy law, Bill Rochelle of Bloomberg News pointed out, says
creditors or parties-in-interest have the right to be heard in
court.  In this request, the SIPA Trustee can argue that the
Creditors' Committee can't be heard in the brokerage liquidation
because the committee isn't a creditor, Mr. Rochelle said.
Further, Mr. Rochelle noted, the law on its face doesn't provide
for creditors' committees in SIPA liquidations.

If Judge Glenn were to make a blanket ruling that the holding
company's committee has the right to be heard in the brokerage
liquidation, the result may turn out to be the functional
equivalent of the first creditors' committee in a SIPA brokerage
liquidation, Mr. Rochelle pointed out.

Mr. Rochelle noted that those with the largest financial interest
in the brokerage liquidation arguably are customers, not
creditors.  The holding company's committee represents creditors,
not customers, he said.  Nonetheless, the eventual outcome of the
brokerage liquidation will determine whether money is left over
to upstream to the holding company and its creditors.

Also, Mr. Rochelle said, having standing in the brokerage
liquidation would permit the committee to contest decisions
parceling out property between unencumbered assets available for
creditors and those dubbed customer property that can go only to
customers.

The schedule agreed by the SIPA Trustee and the Committee allows
the SIPA Trustee to file his answer on the Committee's assertion
of its right to participate in the SIPA proceedings on Feb. 17.
This will be followed by reply papers from the committee due on
March 5.

                       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)


MID MICHIGAN: Sec. 341 Meeting of Creditors Set for Feb. 15
-----------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, will convene a
meeting of creditors of Mid Michigan Crushing & Recycling LLC, on
Feb. 15, 2012, at 12:00 p.m.  The meeting will be held at:

        600 Church Street
        Room G?19, Federal Building
        Flint, MI 48502

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.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the Eastern District of
Michigan.

Mid Michigan Crushing & Recycling LLC is headquartered in Fenton,
Michigan.  It filed for Chapter 11 bankruptcy (Bankr. E.D. Mich.
Case No. 11-35834) on Dec. 29, 2011. Judge Daniel S. Opperman
presides over the case.  Nikayela D. Lockett, Esq., at The Lockett
Law Firm, P.C., serves as the Debtor's bankruptcy counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in assets
and $500 million to $1 billion in debts.


MONTEREY WAVE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Monterey Wave Street Partners, LP
        520 San Antonio Road, Suite 100
        Mountain View, CA 94040

Bankruptcy Case No.: 12-50404

Chapter 11 Petition Date: January 20, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: W. Patrick Kelley, Esq.
                  LAW OFFICES OF W. PATRICK KELLEY
                  525 University Avenue, #702
                  Palo Alto, CA 94301
                  Tel: (650) 327-4366

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

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb12-50404.pdf

The petition was signed by Glen Yonekura, president of MBG Capital
Partners, Inc., general partner.


MSR RESORT: Court Approves February Auction of Doral Golf
---------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized MSR Resort Golf Course
LLC, et al., to sell the Doral Golf Resort & Spa in an auction led
by Trump Endeavor 12 LLC.

The Debtors scheduled a Feb. 27, 2012 auction for the assets.
Competing bids are due Feb. 20, at 4:00 p.m. (prevailing Eastern
Time).

The Court will consider the sale of the assets to Trump or the
winning bidder at a hearing on March 2, at 10:00 a.m.  Objections,
if any are due Feb. 13, at 4:00 p.m.  Response deadline is set for
Feb. 20, at 4:00 p.m.

Pursuant to the agreement, the Stalking Horse Bidder agreed to pay
$150,000,000 for the property.

The Debtors will pay the Stalking Horse Bidder a $4,500,000
topping fee and reimburse the Stalking Horse Bidder's reasonable
and documented third-party fees.

The Court also set a successful bid notification deadline of Feb.
29, at 3:00 p.m., and a supplemental objection deadline March 1,
at 3:00 p.m.

The purchaser is represented by:

         Kathryn A. Coleman, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004
         E-mail: kcoleman@hugheshubbard.com

                 - and -

         Michael Fein, Esq.
         WATSON, FARLEY & WILLIAMS LLP
         1133 Avenue of the Americas
         New York, NY 10036
         E-mail: mfein@wfw.com

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEVADA CANCER: Has Deal With Creditors on Sale, Plan Issues
-----------------------------------------------------------
Nevada Cancer Institute has asked the U.S. Bankruptcy Court for
the District of Nevada to approve a stipulation regarding sale
motion, cash collateral motion and plan of reorganization.

The stipulation was entered among the Debtor, the Official
Committee of Unsecured Creditors, and Bank of America, N.A.,
individually and as administrative agent on behalf of the lenders
under the prepetition credit agreement.

The stipulation provides for, among other things:

   -- The Plan and Disclosure Statement will be modified to
      provide that:

      (a) an aggregate of $750,000 in cash will be
          made available to satisfy the allowed administrative
          expenses of the Creditors' Committee and to fund the
          creditor trust established under the Plan;

      (b) whatever portion, if any, of the aggregate unsecured
          consideration that is not utilized for the payment nor
          the lenders will in the aggregate unsecured
          consideration that is not utilized for the payment of
          allowed administrative expenses of the Creditors'
          Committee will be made available as the unsecured
          creditors cash;

      (c) neither the agent nor the lenders will share in the
          aggregate unsecured consideration and will be deemed to
          have waived any unsecured deficiency claim they may have
          upon the Effective Date of the Plan; and

      (d) to the extent that there are insufficient funds in the
          estate to pay the aggregate unsecured consideration
          after payment of all other expenses;

   -- the Creditors Committee will support approval of the
      Disclosure Statement and confirmation of the plan;

   -- the agent and the lenders consent to and will support
      approval of the Disclosure Statement and confirmation of the
      Plan; and

   -- the Debtor will submit to the agent the next amended or
      supplemented budget no later than Feb. 6, 2012.

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

                        About Nevada Cancer

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

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

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

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.
Schwartzer & McPherson Law Firm serves as its local bankruptcy
counsel.

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


NORTH RIVER: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: North River Holdings, LLC
        4H Road
        P.O. Box 350
        North River, NY 12856

Bankruptcy Case No.: 11-13487

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Christian H. Dribusch, Esq.
                  WHITEMAN OSTERMAN & HANNA LLP
                  One Commerce Plaza
                  Albany, NY 12260
                  Tel: (518) 487-7600
                  Fax: (518) 487-7777
                  E-mail: cdribusch@woh.com

Scheduled Assets: $1,516,668

Scheduled Debts: $1,017,165

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nynb11-13487.pdf

The petition was signed by Mary Donnellan-Fahy, sole member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Garnet Hill Lodge, Inc.                11-13474   11/04/11


OLD CORKSCREW: Gets Third Interim Access to BMO Harris' Cash
------------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, in a third interim order,
Old Corkscrew Plantation LLC, et al. to access cash collateral of
BMO Harris Bank, N.A., successor by merger to M&I Marshall &
Ilsley Bank.

As of the Petition Date, the Bank asserts that the Debtors were
indebted to the lender in the principal amount of approximately
$54,434,354, plus accrued and accruing interest, costs, and
attorneys' fees.

The Debtors would use the cash collateral to fund their ongoing
business expenses.

As adequate protection from diminution in value of the lender's
collateral, the Debtors will grant the lender a replacement lien
on all property that is of the same nature and type as the Bank
prepetition collateral, subject to carve out on certain fees.

As reported in in the Troubled Company Reporter on Jan 5, 2012,
the Debtor set a Feb. 9 hearing, at 10:30 a.m., on their requested
cash collateral access.  Objections, if any, are due five calendar
days before the final hearing.

                About Old Corkscrew Plantation

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

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


OLD CORKSCREW: Court Approves $1.5 Million DIP Loan from OCP-DIP
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on a final basis, Old Corkscrew Plantation, LLC to
obtain senior secured postpetition financing, from OCP-DIP Lender,
LLC.

As reported in the Troubled Company Reporter on Oct. 6, 2011, in
exchange for the DIP Loan, the Debtors will grant the DIP lender
(i) a first priority mortgage, lien and security interest on all
of their unencumbered personal property assets, and (ii) a junior
and subordinate mortgage, lien and security interest on all their
personal property assets encumbered solely in favor of BMO Harris
Bank, N.A.; and (iii) a DIP superpriority claim.

The Debtors also proposed to pay the out-of-pocket expenses
incurred by the DIP Lender under the DIP Loan.

The proceeds from the DIP Loan will be used to pay for (1) working
capital, (2) general corporate purposes, (3) payments of adequate
protection to Harris Bank pending confirmation of a plan of
reorganization, (4) payment of costs of administration of the
Chapter 11 case to the extent set forth in a budget, and (5)
payment of interest, fees and costs to the DIP Lender under the
DIP Loan Documents.

The Loan will have an 4.25% interest rate per annum.

Harris Bank is the Debtors' secured prepetition lender, whose
total amount of secured mortgage debt asserted is approximately
$55 million.  The Debtors assert that based on current appraisals,
the aggregate market value of their real property and improvements
is approximately $102.85 million.  Thus, the Debtors maintain that
Harris Bank has an equity cushion, which among other things,
provides a substantial measure of adequate protection to Harris
Bank.

                About Old Corkscrew Plantation LLC

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


PACIFIC MONARCH: Committee Taps Brinkman Portillo as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pacific Monarch
Resorts, Inc., et al., asks for permission from the U.S.
Bankruptcy Court for the Central District of California to retain
Brinkman Portillo Ronk, PC, as its counsel.

Brinkman Portillo's hourly rates are:

              Daren R. Brinkman        $575
              Laura J. Portillo        $495
              Kevin Ronk               $390
              Jeff Stephens            $330
              Kirk Pearson             $320
              Paralegals & Law Clerks  $175

The Committee believes that Brinkman Portillo is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       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: Hires CBRE to Market Calif. Headquarters
---------------------------------------------------------
Pacific Monarch Resorts, Inc., et al., seek permission from the
U.S. Bankruptcy Court for the Central District of California to
employ CBRE, Inc., as their real estate broker to market and sell
a property located at 23091 Mill Creek Drive, Laguna Hills,
California.

The Debtors currently occupies the Laguna Hills Property and use
it as their headquarters and primary offices.  The proposed sale
of the operating assets of the Debtors to DPM Acquisition, LLC,
which is currently pending before the Court, does not include the
sale of the Laguna Hills Property.  If the operating assets are
sold to DPM, other than for a transition period after the closing,
the Debtors will no longer need the use of the Laguna Hills
Property.

California Bank & Trust, which holds two promissory loans secured
by deeds of trust on the Laguna Hills Property, supports the
retention of CBRE as the real estate broker and the marketing of
the Laguna Hills Property.

In order to market and sell the Laguna Hills Property, the Debtors
entered into an Exclusive Sales Listing Agreement with CBRE.  The
Listing Agreement provides that a commission of 5% of the gross
sales price will be paid to CBRE.

To the best of the Debtors' knowledge, CBRE is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       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: Can Employ Houlihan Lokey as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Pacific Monarch Resorts, Inc., et al., to employ
Houlihan Lokey Capital, Inc., as their investment banker.

The Debtors will pay Houlihan Lokey a monthly flat fee of
$150,000.

On the effective date of a confirmed plan of reorganization under
Chapter 11 of the Bankruptcy Code, Houlihan Lokey will earn a cash
fee of $4,250,000.

The Debtors will reimburse Houlihan Lokey for all reasonable out-
of-pocket expenses incurred in connection with the services.

The Debtors believe that Houlihan Lokey is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       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: Taps Raymond Gaskill as Timeshare Counsel
----------------------------------------------------------
Pacific Monarch Resorts, Inc., et al., seek permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Raymond J. Gaskill, Esq., as special timeshare counsel to
render services regarding state registration and regulatory
matters, transactional matters relating to the Monarch Grand
Vacations Trust and trust related agreement and consumer
documentation.

Mr. Gaskill has represented the Debtors on a variety of matters as
outside timeshare regulatory and transactional counsel since 1995.

During the one year period prior to the Petition Date, Mr. Gaskill
received $44,214 from the Debtors for prepetition services.

Mr. Gaskill's hourly rate is $250.

To the best of the Debtors' knowledge, Mr. Gaskill does not hold
or represent any interest adverse to the Debtors or the Debtors'
estates with respect to the matters for which he is to be
employed.

                       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: Hires Stutman Treister as Reorg. Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Pacific Monarch Resorts, Inc., et al., to employ
Stutman, Treister & Glattt P.C., as reorganization counsel.

Stutman Treister has provided pre-bankruptcy and insolvency advice
and services to the Debtors since November 2008.  Stutman Treister
received a compensation of $1,234,200 from the Debtors for
prepetition services.

The firm's hourly rates are:

                 Jeffrey C. Krause       $825
                 Scott H. Yun            $595
                 Alexander H. Fisch      $495
                 Michael S. Neumeister   $285
                 Joanne B. Stern         $240

Stutman Treister is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      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.


PALMETTO PARK: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Palmetto Park Financial, LLC
        20 S.E. 3rd Street
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-11055

Chapter 11 Petition Date: January 16, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Steven S Newburgh, Esq.
                  MCLAUGHLIN & STERN, LLP
                  1000 Portside Dr
                  Edgewater, NJ 07020
                  Tel: (561) 329-1997
                  E-mail: ssn@newburghlaw.net

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-11055.pdf

The petition was signed by Joseph G. Wortley, managing member.


PEAK BROADCASTING: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------------
Peak Broadcasting LLC and its debtor-affiliates won interim
Bankruptcy Court permission to use cash collateral and grant
adequate protection to their prepetition lenders.

Pursuant to the Interim Cash Collateral Order, as of the petition
date, the Debtors owe:

     -- $57.2 million under their first lien credit facility with
        General Electric Capital Corporation, as administrative
        Agent;

     -- $3.3 million under their senior second lien facility with
        DAG II, LLC, as agent to the senior second lien lenders;
        and

     -- $18 million under a second lien facility with D.B. Zwirn
        Special Opportunities Fund, LLC, as successor to Pacific
        Media Capital LLC, as agent to the second lien lenders.
        Bernard National Loan Investors Ltd., also has succeeded
        D.B. Zwirn as agent for the second lien lenders.

The Debtors are in default under the prepetition credit
facilities.

The Debtors will grant the lenders replacement liens, subject to a
"Carve Out" for (i) statutory fees payable to the Office of the
United States Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6), (ii)
an amount necessary to pay the fees and expenses of the
professionals retained by the Debtors for the period from the
Petition Date to the date on which the right of the Debtors to use
Cash Collateral is terminated (and which amount shall not in any
event exceed $500,000 in the aggregate), (iii) an amount necessary
to pay the fees and expenses of the professionals retained by the
statutory committee, if any, for the period from the Petition Date
to the date on which the right of the Debtors to use Cash
Collateral is terminated (and which amount shall not in any event
exceed $70,000 in the aggregate.

The Court will hold a final hearing on the Cash Collateral Motion
on Feb. 3.

GECC, as First Lien Agent, is represented by:

          Sarah R. Borders, Esq.
          KING & SPALDING LLP
          1180 Peachtree Street
          Atlanta, GA 30309
          E-mail: sborders@kslaw.com

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.

Rabobank International, the only lender to vote against the
prepackaged Chapter 11 plan, is represented by Farnan LLP and
Haynes and Boone LLP.


PEAK BROADCASTING: Combined Plan Hearing on Feb. 23
---------------------------------------------------
The Bankruptcy Court, at the behest of PEAK Broadcasting LLC, will
hold a combined hearing on Feb. 23 to consider confirmation of the
Debtors' prepackaged plan of reorganization and the adequacy of
the disclosure statement explaining the Plan.  Objections to the
Plan are due Feb. 14.

The Court also waived the requirement to convene a meeting of
creditors under 11 U.S.C. Sec. 341(a) unless the plan is not
confirmed within 70 days from the petition date.

On the Petition Date, the Debtors filed a Joint Plan of
Reorganization and a related disclosure statement.  The Plan is
the product of extensive good-faith, arm's length negotiations
between the Debtors and their primary stakeholders, including
General Electric Capital Corporation, for itself and as agent for
the Debtors' prepetition first lien lenders, and Oaktree Capital
Management, L.P., a key First Lien Lender.  GE, Oaktree and their
affiliates own 75% in the aggregate of the outstanding first lien
debt claims.

The Debtors also negotiated the terms of the Plan with members of
the Debtors' Senior Second Lien Lenders and Junior Second Lien
Lenders.  The lenders' support for the Plan is evidenced by the
Restructuring Support Agreement, dated Oct. 12, 2011 and as
amended on Dec. 30, 2011.  The Plan preserves the Debtors'
business as a going concern, and provides for the consensual
elimination of roughly $85 million to $90 million in prepetition
secured debt.  The Restructuring Support Agreement, as amended,
requires the Debtors to consummate the Plan by no later than Feb.
29, 2012 to prevent the Debtors from languishing in bankruptcy.

The Plan calls for the transfer of the Debtors' broadcasting and
other licenses issued by the Federal Communications Commission to
a trust and the appointment of a trustee.

Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International", New York Branch, the only lender to vote against
the prepackaged Chapter 11 plan, objected to the combined hearing.
Rabobank, citing a 2005 Third Circuit ruling in Congoleum Corp.'s
case, noted that "Pre-packaged plans offer a means of expediting
the bankruptcy process by doing most of the work in advance of
filing.  That efficiency, however, must not be obtained at the
price of diminishing the integrity of the process." In re Century
Indemnity Co. v. Congoleum Corp. (In re Congoleum Corp.) 426 F.3d
675, 693 (3d Cir. 2005).

Rabobank said the Debtors' Combined Hearing Motion represents the
Debtors' attempt to rush the Court, under the pretext of
expediency but with no real justification, towards confirmation of
a prepackaged plan which, among other things (i) proposes
impermissible "gifts" to junior creditor classes in contravention
of In re Armstrong World Indus., Inc. 432 F.3d 507 (3d Cir. 2005);
(ii) fails to adequately disclose or justify the retention and
compensation of certain management insiders that will continue to
be employed post-confirmation by the reorganized debtor; (iii)
contains improper non-debtor, third party releases; and (iv)
proposes to treat Rabobank differently than other claimants in its
class.

Rabobank is represented by:

          Brian E. Farnan, Esq.
          FARNAN LLP
          919 N. Market Street, 12th Floor
          Wilmington, DE 19801
          Tel: 302-777-0300
          Fax: 302-777-0301
          E-mail: bfarnan@farnanlaw.com

               - and -

          Charles A. Beckham, Jr., Esq.
          Christopher L. Castillo, Esq.
          HAYNES AND BOONE LLP
          1221 McKinney St., Suite 2100
          Houston, TX 77010
          Tel: 713-547-2000
          Fax: 713-547-2600
          E-mail: charles.beckham@haynesboone.com
                  Christopher.castillo@haynesboone.com

               - and -

          Henry Flores, Esq.
          HAYNES AND BOONE LLP
          30 Rockefeller Plaza, 26th Floor
          New York, NY 10112
          Tel: 212-659-7300
          Fax: 212-918-8989
          E-mail: henry.flores@haynesboone.com

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.

General Electric Capital Corp, the First Lien Agent, is
represented by King & Spalding LLP.


PETTERS COMPANY: Trustee Can Consent to PBE's Cash Collateral Use
-----------------------------------------------------------------
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized the Chapter 11 Trustee of Petters
Company, Inc., et al., to consent to the use of cash collateral by
the Chapter 7 trustee of PBE Corporation, fka Polaroid Corp., et
al., through and including June 30, 2012, subject to the terms
agreed upon and memorialized in a Cash Collateral Agreement.

John R. Stoebner, Chapter 7 Bankruptcy Trustee of PBE Corp. and
its debtor-affiliates in the bankruptcy proceeding at Docket No.
08-46617 also pending in the District of Minnesota, has sought
approval of a proposed budget and for authorization for the use of
cash collateral in which PCI has an interest.  The PBE Chapter 7
Trustee has represented that the cash collateral is necessary for
him to perform his statutory duties in the first half of 2012.
The PBE Chapter 7 Trustee expects the expenses in the first half
of [2012] to include expenses incurred in preparation and filing
of 2011 tax returns, retention of data and related knowledgeable
individuals, 2011 payroll and human resources reporting, claims
reconciliation and retention of former employees of the Debtor to
assist in verifying filed claims, treasury wind-down, everyday
accounting, budgeting and forecasting in order to manage the cash
in the estate, estate management, finalizing sale of estate
assets, professional fees and costs incurred in connection of
evaluation and resolution of existing and prospective existing
matters and adversary proceedings.

Douglas Kelley, as Chapter 11 trustee of the PCI Debtors, believes
that the PBE Chapter 7 Trustee will only use the amount of cash
collateral that is necessary to avoid immediate and irreparable
harm to the PBE Debtors' estates.

The PBE Debtors will provide adequate protection to the PCI
Debtors by granting replacement liens.

The Troubled Company Reporter previously reported PBE is subject
to specified obligations that are owed and secured to PCI, among
others, in an amount in excess of $40 million in the aggregate,
under note and loan documents executed by Thomas J. Petters on
behalf of Polaroid-affiliated entities.

                        About Petters Group

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

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Trustee Can Use Up to $2.5MM of Cash Collateral
----------------------------------------------------------------
Chief United States Bankruptcy Judge Gregory F. Kishel of the U.S.
Bankruptcy Court for the District of Minnesota permitted the
Chapter 11 Trustee of Petters Company, Inc., et al., to use
$2,000,000 of cash collateral currently in the possession of
Petters Group Worldwide, LLC, and up to $500,000 of additional
cash collateral expected to be recovered by Petters Group
Worldwide, LLC, from other Petters-related entities, to pay
Petters Group Worldwide's approved and allowed professional fees
and expenses, ongoing litigation costs and trustee bond fees.

All professionals receiving payment from cash collateral will
apply that payment to the fees and expenses owed to that
professional by Petters Group Worldwide, subject to further court
order, Judge Kishel ordered.

According to Judge Kishel, to the extent that Petters Company,
Inc., or Petters Capital, LLC, hold valid perfected liens against
Petters Group Worldwide's cash collateral, those entities will
receive replacement liens in all post-petition assets of Petters
Group Worldwide, including avoidance actions and other rights to
payment arising under Chapter 5 of the Bankruptcy Code, to the
extent the Trustee uses Petters Company, Inc.'s or Petters
Capital's cash collateral to pay professionals with allowed
administrative claims against Petters Group Worldwide and does not
pay that cash to or for the benefit of that entity. Any
replacement liens provided will be of the same nature, character,
validity, priority, dignity, extent and effect as the pre-petition
liens possessed by Petters Company, Inc., and Petters Capital in
cash collateral, and will be without prejudice to the rights of
the Trustee or any other party in interest to challenge the
nature, character, validity, priority, dignity, extent and effect
of any such liens, or to commence any proceeding under the
Bankruptcy Code to avoid, challenge, or recharacterize any claims
asserted by Petters Company, Inc. and/or Petters Capital.

Douglas Kelley, the duly appointed Chapter 11 Trustee of PCI and
its debtor-affiliates, and the Official Committee of Unsecured
Creditors had previously filed a similar motion in 2010, which was
granted.  They asserted that the Chapter 11 Trustee's and the
Committee's professionals have continued to provide substantial
services to the Debtors' estates.  The Debtors' assets are highly
illiquid and will continue to require substantial professional
involvement to prosecute avoidance actions, including additional
litigation related costs, trustee bond fees and other expenses
during the upcoming year.

                        About Petters Group

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

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PMI GROUP: U.S. Trustee Appoints 3-Member Creditors' Committee
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to Sec. 1102(a)(1) of the Bankruptcy Code, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of The PMI Group, Inc.

       1. The Bank of New York Mellon Trust Company, N.A.
          Attn: Martin Feig, Vice President
          101 Barclay Street, 8 West
          New York, NY 10286
          Tel: (212) 815-5383
          Fax: (724) 540-6408

       2. Wilmington Trust, N.A.
          Attn: Suzanne J. MacDonald
          1100 N. Market Street
          Wilmington, DE 19890-1615
          Tel: (302) 636-6530
          Fax: (302) 636-4149

       3. Andrew C. Neville
          2 Wisconsin Circle, Suite 540
          Chevy Chase, MD 20815
          Tel: (301) 941-1682

                          About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.  Sullivan & Cromwell, LLP,
and Osborn & Maledon, P.A., serve as special counsel to the
Debtor.


PMI GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------
The PMI Group, 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                        $0
B. Personal Property          $167,963,354
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                        $3,408,078
F. Creditors Holding
    Unsecured Non-priority
    Claims                                      $766,954,116
                               ------------    -------------
       TOTAL                   $167,963,354     $770,362,195

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

           http://bankrupt.com/misc/pmigroup.doc76.pdf

                          About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.  Sullivan & Cromwell, LLP,
and Osborn & Maledon, P.A., serve as special counsel to the
Debtor.


PMI GROUP: Court OKs Hiring of Restructuring Professionals
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The PMI Group, Inc., to employ:

   * Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan)
     as attorney at hourly rates ranging from $165 to $900;

   * Sullivan & Cromwell (Contact: Andrew G Deitderich) as special
     counsel at the following hourly rates: partner and special
     counsel at $990 to $1,150, associate at $395 to $875, legal
     assistant at $210 to $290 and timekeeper at $110 to $290;

   * Goldin Associates (Contact: David W. Prager) as restructuring
     consultant at the following hourly rates: senior managing
     director at $795, managing director at $500 to $700, director
     at $400 to $550, vice president at $375 to $450, manager at
     $300 to $400, associate and senior analyst at $250 to $375
     and analyst at $150 to $300; and

   * Osborn Maledon (Contact: William J. Maledon) as special
     counsel at the following hourly rates: lawyer at $200 to
     $565 and law clerk, paralegal and other assistant at $65 to
     $200.

                          About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.  Sullivan & Cromwell, LLP,
and Osborn & Maledon, P.A., serve as special counsel to the
Debtor.


PRIORITY PLACEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Priority Placement Services, Inc.
        6064 Apple Tree Drive Suite 12
        Memphis, TN 38115

Bankruptcy Case No.: 12-20562

Chapter 11 Petition Date: January 18, 2012

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Curtis D. Johnson, Jr., Esq.
                  LAW OFFICE OF JOHNSON AND BROWN, P.C.
                  11 South Idlewild Street
                  Memphis, TN 38104
                  Tel: (901) 725-7520
                  Fax: (901) 725-7570
                  E-mail: johnson775756@att.net

Scheduled Assets: $25,500

Scheduled Liabilities: $2,246,482

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnwb12-20562.pdf

The petition was signed by Narleski Thompson, president.


RADAR PICTURES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Radar Pictures, Inc.
        10900 Wilshire Blvd Ste 1400
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-56008

Chapter 11 Petition Date: November 4, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: John Joseph Gezelin, Esq.
                  ALAN R. SMITH LAW OFFICES
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 832-6800

Estimated Assets: $100,001 to $500,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-56008.pdf

The petition was signed by Donald R. Ashlock, president.


RCC NORTH: Court Orders Dismissal of Bankruptcy Case
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed
the Chapter 11 case of RCC North, LLC.  The Court also directed
the Debtor to turnover funds ($435,000) held in its debtor-in-
possession tax account to US Bank, N.A. as Trustee for the
Registered Holders of Merrill Lynch Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1.

The Debtor's turnover of the Tax Deposit to US Bank is a condition
to the dismissal of the case.

                        About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-11078) on Apr. 15, 2010.  John J. Hebert, Esq.,
Mark W. Roth, Esq., and Philip R. Rudd, Esq. at Polsinelli
Shughart PC represent the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


RCR PLUMBING: Court OKs Venable as Committee's Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of RCR Plumbing and
Mechanical, Inc., obtained permission from the Bankruptcy Court
to retain Venable LLP as its counsel nunc pro tunc to Nov. 10,
2011.

Venable is expected to:

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

   (b) assist, advise and represent the Committee in analyzing
       Debtor's assets, investigating the extent and validity of
       liens and participating in and reviewing any proposed asset
       sales, any asset dispositions, financing arrangements and
       cash collateral stipulations or proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining Debtor's rights and
       obligations under leases and other executory contracts;

   (d) assist, advise and represent the Committee in investigating
       the acts, conduct, assets, liabilities and Debtor's
       financial condition, Debtor's business operations and the
       desirability of the continuance of any portion of the
       business, and any other matters relevant to the Chapter
       cases or to the formulation of a chapter 11 plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of liquidation or reorganization;

   (f) assist, advise and represent the Committee on any issues
       concerning the appointment of a trustee or examiner under
       Section 1104 of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (h) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters;

   (i) advise and represent the Committee members with respect to
       their duties to the estate and other creditors;

   (j) assist, advise and represent the Committee with regard to
       motions and other developments in the Chapter 11 case;

   (k) assist, advise and represent the Committee with respect to
       matters and proceedings that may impact the treatment of
       and recovery by general unsecured creditors; and

   (l) assist, advise and represent the Committee regarding other
       matters and issues as may be necessary or requested by the
       Committee in connection with the administration of the
       case.

The professionals of Venable primarily responsible for
representing the Committee and their hourly rates are:

              Hamid R. Rafatjoo            $650
              Keith C. Owens               $615
              Jennifer L. Nassiri          $550
              Rebecca S. Revich            $375
              Melissa C. McLaughlin        $295

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

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RCS CAPITAL: Wants to Hire Bifferato as Special Counsel
-------------------------------------------------------
RCS Capital, LLC, seeks permission from the U.S. Bankruptcy Court
for the District of Arizona to employ Bifferato Gentilotti LLC to
serve as Special Delaware counsel.

Specifically, the Debtor is a creditor and party-in-interest in
the Chapter 15 case of A.B.C. Learning Centres Limited, et al.,
Case No. 10-11711, and an appellant in an appeal of a bankruptcy
matter in the ABC Case pending before the District Court, Case No.
11-cv-245.

After the Debtor filed its Voluntary Petition, Bifferato
Gentilotti was required by the District Court to file certain
letter of status reports with the Court.  Despite the firm's
uncertainty as to whether it would be retained as special counsel
in the bankruptcy case, the firm complied with the requirements of
the District Court and incurred approximately $1,500 in fees and
expenses between the Petition Date and Jan. 6, 2012.  Accordingly,
the Debtor seeks to employ Bifferato Gentilotti so that the firm
may be compensated for its fees and expenses.

The firm's hourly rate are:

             Garvan F. McDaniel     $375 per hour
             Mary E. Augustine      $340 per hour
             Paralegals             $195 per hour

To the best of the Debtor's knowledge, Bifferato Gentilotti does
not hold or represent any interest adverse to the Debtor or its
estate.

                         About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about 2 weeks after
after RCS obtained its verdict.  Judge Gross entered an order on
Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

As reported in the TCR on Oct. 17, 2011, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, noted that perhaps hoping
to preclude Judge Gross from handing down an unfavorable ruling,
RCS filed its own Chapter 11 petition on Oct. 12, 2011, in
Phoenix.


RENA FOUR: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Rena Four, Inc.
        dba Town and Country Mobile Home and RV Park
        2825 Lewis Speedway, Ste. 104
        Saint Augustine, FL 32084

Bankruptcy Case No.: 11-08080

Chapter 11 Petition Date: November 3, 2011

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

Judge: Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb11-08080.pdf

The petition was signed by Farid Ashdji, president.


RIVER EAST PLAZA: No Collateral Swap after 1111(b) Election
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Circuit Judge Richard A. Posner ruled on Jan. 19
for the U.S. Court of Appeals in Chicago that when a secured
creditor takes the election under Section 1111(b) of the U.S.
Bankruptcy Code to retain the full amount of its claim as a lien
on property, the bankrupt company can't switch the collateral when
the lender is undersecured.

According to the report, Judge Posner said that the bankruptcy
judge was correct when he "stated flatly that a secured creditor
cannot be forced to accept substitute collateral if the creditor
has chosen to convert a combination of a secured and unsecured
claim into a secured claim equal to the total debt that is owed."

River East Plaza LLC was a single asset real estate company that
owned one commercial building claimed by the bankrupt company to
be worth $13.5 million.  The secured lender's claim was $38.3
million. The lender elected to retain the full $38.3 million
secured claim on the property.  The plan proposed shifting the
lien to $13.5 million in Treasury securities that would be worth
$38.3 million at maturity in 30 years. The bankruptcy judge
refused to confirm the plan and dismissed the case.  Judge Posner
affirmed on an appeal taken directly to the circuit court.

Judge Posner, Mr. Rochelle notes, laid out permutations that might
be acceptable.  In apparent dicta, he said "substituted collateral
that is more valuable and no more volatile than a creditor's
current collateral would be the indubitable equivalent of that
current collateral even in the case of an undersecured debt."
Dicta is a statement about the law not necessary for decision of
the case at hand.

The case is River East Plaza LLC v. LNV Corp. (In re River
East Plaza LLC), 11-3263, U.S. 7th Circuit Court of Appeals
(Chicago).

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,410,255 in assets and $45,268,651 in liabilities as
of the Chapter 11 filing.  Judge Eugene R. Wedoff dismissed the
Chapter 11 case on Sept. 7, 2011.


ROOMSTORE INC: Sec. 341 Meeting of Creditors Set for Feb. 3
-----------------------------------------------------------
Robert Van Arsdale, Assistant U.S. Trustee for Region 4, will
convene a meeting of creditors of Roomstore, Inc., on Feb. 3, 2012
at 10:00 a.m. (Eastern Time).  The meeting will be held at:

        Office of the United States Trustee
        701 E. Broad Street, Suite 4300
        Richmond, Virginia 23219

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.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the Eastern District of
Virginia.

                      About RoomStore Inc.

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

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

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

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

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

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


ROOMSTORE INC: Obtains Final DIP Financing Order
------------------------------------------------
Judge Douglas O. Tice, Jr., of the U.S. Bankruptcy Court for the
Eastern District of Virginia issued a final order authorizing
RoomStore Inc. to obtain postpetition, debtor-in-possession
financing in the amount of $14 million from Wells Fargo Bank, the
Company's existing lender.

On Dec. 15, 2011, the Company executed a Ratification and
Amendment Agreement in order to obtain and secure the DIP
financing.  The Professional Fee Carve-Out is $500,000.  Wells
Fargo, pursuant to the Agreement, may establish a Carve-Out
Reserve in the initial amount of $75,000 as of the Debtor's
bankruptcy filing, increasing weekly to $500,000:

            Date                     Carve-Out Reserve
            ----                     -----------------
            December 12, 2011             $75,000
            December 19, 2011            $150,000
            December 26, 2011            $225,000
            January 2, 2012              $300,000
            January 9, 2012              $375,000
            January 16, 2012             $450,000
            January 23, 2012 and after   $500,000

The Debtor is also permitted to use the Cash Collateral, subject
to the prepetition liens and security interests granted to the
Agent and Lenders.  And as adequate protection, the Agent is
granted replacement liens on and security interests in all
Collateral.  This Replacement Lien will be junior and subordinate
only to the Carve-Out Expenses and the postpetition lenders'
liens.

                      About RoomStore Inc.

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

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

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

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

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

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


ROOMSTORE INC: Asks Court to Extend Lease Decision Period
---------------------------------------------------------
RoomStore, Inc., seeks an order from the U.S. Bankruptcy Court for
the Eastern District of Virginia extending its time to decide
whether to assume, assume and assign, or reject its unexpired non-
residential leases under Bankruptcy Code section 365(d)(4)(B)(i)
to, and including, July 9, 2012.

Pursuant to the terms of the Debtor's post-petition financing
arrangements with its post-petition lender, Wells Fargo Bank, the
Debtor is required to seek a 210-day extension of its lease
decision deadline, and have that extension approved, on or before
January 20, 2012.  Wells Fargo has agreed to extend this deadline
to February 2, 2012.

Currently, the Debtor is headquartered in Richmond, Virginia and
operates a chain of 63 retail furniture stores, including both
large-format stores and clearance centers in eight states:
Pennsylvania, Maryland, Virginia, North Carolina, South Carolina,
Florida, Alabama, and Texas. In addition, the Debtor has seven
warehouses and distribution centers located in Maryland, North
Carolina, Texas, and Virginia that service the Retail Stores.

The Debtor has leasehold interests in various Retail Stores and
Warehouses which numbered approximately 63 as of the Petition
Date.

The Debtor is in the process of commencing going out of business
sales at 24 of its Retail Stores and one warehouse location.  The
Leases are integral to the Debtor's business operations.  The
Debtor says it should be granted additional time within which to
determine which Leases should be rejected and to reject a
particular Lease at the appropriate time, that is at the
conclusion of a "closing store" sale when the most value can be
derived from the Estate property located at that particular Retail
Store or to assume the Lease.  Thus, by granting an extension of
the lease decision deadline, the Debtor will be in a position to
continue its business, which will benefit all parties-in-interest,
including the landlords for the Leases.

                      About RoomStore Inc.

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

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

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

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

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

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


ROOMSTORE INC: Court Okays Hiring of Lowenstein Sandler as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized RoomStore, Inc., to employ Lowenstein Sandler PC as its
counsel.

The Troubled Company Reporter reported on Dec. 28, 2011, that
Lowenstein was first retained to represent the Debtor in
connection with a potential restructuring or chapter 11 filing in
October 2011.  Prior to the Petition Date, Lowenstein received a
retainer of $575,000:

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

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

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

Lowenstein's current hourly rates are:

      Members (principals)              $435 - $895
      Senior Counsel                    $390 - $660
      Counsel                           $350 - $630
      Associates                        $250 - $470
      Paralegals and Assistants         $145 - $245

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

                      About RoomStore Inc.

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

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

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

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

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

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


ROOMSTORE INC: Can Hire Feinblum as Real Estate Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized RoomStore Inc. to employ Julius M. Feinblum Real
Estate, Inc., as its real estate consultant.

The Troubled Company Reporter reported on Dec. 28, 2011, that
Feinblum will analyze the Debtor's store and warehouse leases and
locations and assist in obtaining lease concessions concerning the
Debtor's real estate.

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

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

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

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

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

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

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

                      About RoomStore Inc.

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

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

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

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

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

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


ROSSCO HOLDINGS: Taps Cooper as Special Litigation Counsel
----------------------------------------------------------
Rossco Holdings, Inc., asks for permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Cooper & Scully, P.C., as its special litigation counsel.

The Debtor and its president and owner Leonard M. Ross filed a
lawsuit in September 2005 against Bank of America. In a judgment
entered Feb. 13, 2008, in the BofA Lawsuit, attorneys? fees and
costs were awarded against the Debtor and Mr. Ross.  At the time
of the judgment, the Debtor was represented by the law firm of
Mendes & Mount, and its attorney of record, Dean Herman.  At the
suggestion of Mr. Herman, Debtor and Mr. Rossco retained and
engaged Defendant Catherine Rivard who was at the same law firm.
Todd Fuson was also assigned by Mendes & Mount to represent the
Debtor and Mr. Ross in the appeal that the Debtor and Mr. Ross
instructed be brought.

Among other things, Mendes & Mount, Herman, Rivard and Fuson
failed to file a timely appeal and to otherwise render proper
legal advice.

On or about July 8, 2010, the Debtor and Mr. Ross filed a legal
malpractice claim against Mendes & Mount, Herman, Rivard and Fuson
that is currently pending in the Los Angeles Superior.  Prior to
the filing of the Malpractice Action, the Debtor retained Cooper
to act as its counsel in the Malpractice Action.  Cooper is
experienced in matters of appellate law and legal malpractice
claims.  The continuation of the Malpractice Action is for the
benefit of the estate and its creditors.

The Cooper attorneys that are specifically working on the case are
R. Brent Cooper, T. Micah Dortch, and Gordon K. Wright.

In an order entered by the Court on Feb. 15, 2011, Cooper was
authorized to act as counsel for Mr. Ross in the Malpractice
Action.  However, in an order entered May 10, 2011, the Court
appointed Chapter 11 Trustee Howard M. Ehrenberg to act as Chapter
11 Trustee in the Ross case.  The Trustee?s firm, SulmeyerKupetz,
a professional corporation, will represent the Trustee in the
Malpractice Action going forward, and Cooper will represent the
Debtor.  As of the date of the Application, Cooper has incurred
approximately $16,000 in postpetition fees and expenses
representing Mr. Ross in the Malpractice Action.  These fees and
expenses will be addressed when professionals file their
respective interim fee applications in the Ross case.

After Rossco filed its bankruptcy petition, Rossco did not seek
authorization of Cooper to act as its counsel in the Malpractice
Action because Cooper had intended to withdraw from that
representation of Rossco.  However, following appointment the
Trustee and the retention of the Trustee?s firm to represent
Mr. Ross going forward in the Malpractice Action, Cooper agreed to
act as counsel for Rossco in the Malpractice Action beginning on
Aug. 9, 2011, and the terms of Cooper?s engagement by Rossco are
now final.  As of the date of the Application, Cooper has
incurred approximately $9,727 in postpetition fees and expenses
representing Rossco in the Malpractice Action since Aug. 9, 2011.

The current hourly rates for Cooper are: shareholders, $250.00 per
hour; associates, $200.00 per hour; and paralegals/law clerks,
$85.00 per hour. The hourly rates are subject to periodic
adjustments to reflect economic and other conditions.

Since in or about 2009, Cooper and T. Micah Dortch have
represented Mr. Ross and companies owned in whole or in part by
Mr. Ross, including the Debtor and Lodgeco Properties, in matters
other than the Malpractice Action.

The Debtor owed Cooper $5,570.06 as of the Petition Date, and
other Mr. Ross? related entities do owe, as of the date of the
Application, the sum of $14,080, more or less, to Cooper.  Cooper
agrees not to assert its claims for $5,570.06 against the Debtor,
and otherwise Cooper is not waiving those claims against the other
entities.  No other pre-petition sums are due to Cooper from the
Debtor.

The Debtor and Cooper have agreed that, upon approval and pursuant
to 11 U.S.C ? 328(a), the Debtor will be authorized to pay Cooper
$5,000 to cover fees incurred by it with regard to Cooper?s
representation of Debtor in the Malpractice Action.  The Debtor
asks for authority to pay the retainer from the post-filing funds
on hand.

T. Micah Dortch, a shareholder of Cooper & Scully, P.C., attests
that the firm is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code.

The firm may be reached at:

         R. Brent Cooper, Esq.
         T. Micah Dortch, Esq.
         Gordon K. Wright, Esq.
         COOPER & SCULLY, P.C.
         900 Jackson, Suite 100
         Dallas, TX 75202
         E-mail: brent.cooper@cooperscully.com
                 Micah.Dortch@cooperscully.com
                 gordon.wright@cooperscully.com

                      About Rossco Holdings

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on
Aug. 2, 2010.  The new California Case No. of Rossco Holdings is
LA10-55951BB.  David J Richardson, Esq., and Laura L Buchanan,
Esq., at The Creditors' Law Group, represent the Debtor.  The
Debtor disclosed $28,415,681 in assets and $10,567,302 in
liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


ROYCE HOMES: Rule 2004 Discovery Order Not Appealable as of Right
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Lee H. Rosenthal in Houston ruled
on Jan. 19 that an order ruling that documents weren't protected
by the attorney-client privilege isn't appealable.

The report relates that the case involved a Chapter 7 trustee who
served a document-production request on the bankrupt company's
owner.  When the bankruptcy judge signed an order requiring the
production of documents, the owner appealed, claiming some were
protected by the attorney-client privilege and were immune from
discovery under Bankruptcy Rule 2004.

According to the report, Judge Rosenthal dismissed the appeal,
saying the discovery order was interlocutory even under the
expanded notion of finality pertaining to bankruptcy cases.
Rosenthal said the discovery order "at most" resolved "a discrete
issue, not a discrete dispute."  There being no appeal as of
right, Judge Rosenthal likewise said the discovery order wasn't
appealable under the collateral order doctrine because the
company's owner had other routes to appeal.

One alternative was to seek permission for an interlocutory
appeal, which Judge Rosenthal denied because it "would not
materially advance the ultimate termination of the litigation."
The other route to appeal, Judge Rosenthal said, was to disobey
the discovery order and appeal an order imposing sanctions.

The case is Speer v. Tow (In re Royce Homes LP), 11-1069,
U.S. District Court, Southern District of Texas (Houston).


RR DONNELLEY: Moody's Affirms 'Ba1' CFR; Outlook Negative
---------------------------------------------------------
Moody's Investors Service changed the ratings outlook for RR
Donnelley & Sons Company (RR Donnelley) to negative from stable.
At the same time, the company's Ba1 corporate family, probability
of default and senior unsecured ratings were affirmed, as was the
SGL-1 speculative grade liquidity rating (indicating very good
liquidity).

Changing the outlook to negative accounts for the potential that
leverage will remain somewhat elevated well into 2013 as a
consequence of cash flow consumed to fund additional restructuring
activities that Moody's believes may be implemented to preserve
operating margins. In turn, the potential for additional
significant restructuring activities was highlighted by the flat
revenue trend suggested in the company's January 16, 2012 pre-
release of selected 2011 results. However, while Moody's believes
that additonal restructuing activities may be required, management
has not yet indicated that this is the case. Consequently, since
RR Donnelley has low capital intensity and, in the absence of
elevated restructuring activities, can generate solid cash flow
that can facilitate de-leveraging, the company's Ba1 ratings were
affirmed.

Outlook Actions:

Issuer: R.R. Donnelley & Sons Company

   -- Outlook, Changed To Negative From Stable

Affirmations:

   -- Corporate Family Rating of Ba1

   -- Probability of Default Rating of Ba1

   -- Senior Unsecured Regular Bond/Debenture Rating of Ba1, LGD2
      - 58%

   -- Senior Unsecured Shelf Rating of (P)Ba1

RATINGS RATIONALE

RR Donnelley's Ba1 ratings result from management's selected
capital structure in the context of the long term secular decline
of core operations. Since Moody's estimates that annual volume in
the $100+ billion North American commercial printing market is
declining at a long term rate of +/- 3%, Moody's interprets
management's Debt to EBITDA (excluding non-operating items)
guidance range of 2.5x-to-3.0x, as being representative of a Ba
rating. This is particularly the case given management's record of
providing cash returns to shareholders and of generally operating
at the top of its leverage guidance range. Support for the rating
comes from the company's industry-leading aggregate scale and
product diversity, a reasonable cost position featuring a
significant variable component that allowed the company to remain
free cash flow positive through-out the recent recession, and good
liquidity arrangements. However, Moody's thinks that operational
risks are increasing as the business environment continues to
deteriorate. As well, visibility of forward activity levels is
opaque and the timing and magnitude of future growth (or secular
decline) is highly uncertain. Moody's anticipates only modest top-
line growth and expect little in the way of margin expansion.

Rating Outlook

The negative ratings outlook stems from the potential that
relatively poor macroeconomic conditions will persist and that RR
Donnelley will have to pursue further restructuring activities as
a result. This will consume cash and delay de-leveraging with
Debt-to-EBITDA languishing in the mid-to-low 4x range (inclusive
of Moody's standard adjustments).

What Could Change the Rating - Up

Given adverse systemic influences and given management's stated
2.5x-to-3.0x Debt-to-EBITDA leverage target and, as well, the fact
that Moody's does not expect management to implement more
conservative financial policies, a ratings upgrade is not
anticipated. However, were Moody's to expect leverage to be
sustained below 1.75x, and given a positive fundamentals and solid
liquidity, a ratings upgrade would be considered.

What Could Change the Rating - Down

We would consider a downgrade if Debt-to-EBITDA (inclusive of
Moody's standard adjustments), was expected to be sustained above
3.75x. This benchmark may be reconsidered in the event industry
fundamentals abruptly deteriorate. A significant debt-financed
acquisition and/or adverse liquidity developments could also
result in downward rating pressure.

In the event of a future downgrade, there is the potential that
the company's bank lenders may, in future negotiations and as a
condition of continued support, require the provision of security.
This would disadvantage senior unsecured bond holders and may
exacerbate the ratings' impact of a CFR downgrade.

The principal methodology used in rating RR Donnelley was the
Global Publishing Industry Methodology published in December 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.


SAFETY-KLEEN SYSTEMS: Moody's Rates $4000-Mil. Facility at 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the planned
$400 million first-lien credit facility of Safety-Kleen Systems,
Inc. Concurrently, the company's corporate family and probability
of default ratings of B1 have been affirmed. The rating outlook is
stable. Proceeds of the facility will be used to refinance the
company's existing bank debts and to fund a small share repurchase
offer.

RATINGS RATIONALE

The B1 corporate family rating acknowledges good credit metrics
for the rating level, a favorable outlook for oil spot prices
which bodes well for near-term performance prospects, and the
company's position as the largest U.S. oil re-refiner with a broad
used oil collection network. The rating also considers the
benefits of ongoing operational changes, and growth plans that
could involve significant debt-financed investments and execution
risks. Moody's views the scope of restructuring efforts underway,
the operational changes to re-align the sales force and boost
collection network efficiency, to be achievable and a credit
positive.

The better practice of purchasing used oil feedstock at prices
that track the oil spot market, a change made in 2010, is
positive. This consideration bodes well for the company's ability
to continually supply its refineries with product and to limit the
range of margin compression from a declining oil spot price. The
company operates the bulk of U.S. re-refinery capacity and
difficulty of obtaining new-site permits represents a partial
entry barrier. Additionally, increased promotion of re-refined oil
by motor oil producers should improve Safety-Kleen's ability to
more readily sell higher margin blended in lieu of lower margin
base oil.

The relatively brief history of stable and profitable operations
and some caution about the company's ability to undertake
acquisitions and/or significant expansion projects constrain the
rating. Past issues with executive level turnover also adds
caution, but staffing the open CEO position in 2011 was a positive
development.

The rating outlook is stable reflecting Safety-Kleen's good
liquidity profile, a favorable energy price outlook and Moody's
view that the U.S. economy will gradually improve over 2012-2013.
These factors should provide supportive operating tailwinds.

Upward rating momentum would depend on expectation that the
company can consistently deliver and return on assets above 5%
with debt to EBITDA around 3x level with free cash flow to debt in
the low single digit percentage range. Downward rating pressure
would develop with weakening of the liquidity profile, debt to
EBITDA approaching 4x or sustained periods of negative free cash
flow.

The ratings are:

Corporate family, affirmed at B1

Probability of default, affirmed at B1

$150 million first-lien revolver due 2017, assigned at B1, LGD3,
46%

$250 million first-lien term loan due 2017, assigned at B1, LGD3,
46%

$100 million first-lien revolver due 2012, unchanged at B1, LGD3,
46% (to be withdrawn upon execution of planned first lien debts)

$48 million synthetic letters of credit line due 2013, unchanged
at B1, LGD3, 46% (to be withdrawn upon execution of planned first
lien debts)

$230 million first lien term loan due 2013, unchanged at B1, LGD3,
46% (to be withdrawn upon execution of planned first lien debts)

Rating outlook, Stable

The principal methodology used in rating Safety-Kleen Services,
Inc. was the Global Business & Consumer Service Industry Rating
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Safety-Kleen Services, Inc. is a provider of used oil re-refining
and recycling parts cleaning services in North America and also
provides used oil collection, containerized waste services, vacuum
services and total project management services. 2010 revenues of
ultimate parent, Safety-Kleen, Inc., were approximately $1.1
billion. The company is majority owned by financial sponsors,
including Highland Capital Management.


SHILO INN: Taps Marcus & Millichap as Real Estate Advisor
---------------------------------------------------------
Shilo Inn, Palm Springs, LLC, and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Central District
of California to employ Marcus & Millichap as real estate broker
to market the Debtor's 125-room hotel for sale in a professional
and maximize recovery for the estate.

The Debtors specifically seek the assistance of two agents at M&M,
Gordon Allred and Sudhir Tewari.

M&M's compensation will be paid from the sale proceeds based on
the Exclusive Representation Agreement:

   a) in the event of a sale of the Hotel to a buyer procured by
      M&M, M&M will be paid a commission equal to 4% of the gross
      Sale price.

   b) in the event that the Debtor procures a buyer, the
      commission to M&M will only be 2% of the gross sale price;

   c) the listing term is for 12 months commencing on Sept. 19,
      2011, and ending on Sept. 18, 2012.

Gordon Allred, Vice President of Investments and Senior Director
of Marcus & Millichap, attests that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Shilo Inn

Shilo Inn, Palm Springs, LLC, owns and operates the Shilo Inn Palm
Spring hotel located in Palm Springs, California. The hotel has
125 suites, two luxurious outdoor swimming pools, one children's
family pool and spa and one adult large pool and spa, exercise
fitness center, sauna, steam room and Gazebo area.

Shilo Inn, Palm Springs, LLC, filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 11-22229) on April 13, 2011.  Judge
Meredith A. Jury  presides over the case.  David B. Golubchik,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as counsel to the Debtors.  Shilo Inn, Palm
Springs, estimated assets and liabilities at $1 million to
$10 million.

Debtor-affiliate Shilo Inn, Pomona Hilltop, LLC, filed for Chapter
11 protection (Bankr. C.D. Calif. Case No. 11-26270) on April 19,
2011.


SINO-FOREST: Ontario Regulator Extends Trading Halt to April 16
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Ontario
Securities Commission Monday approved the extension of the trading
halt in Sino-Forest Corp. stock until April 16.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest disclosed mid-January 2012 that holders of a majority
in principal amount of its Senior Notes due 2014 and its Senior
Notes due 2017 have agreed to waive the default arising from the
Company's failure to release its 2011 third quarter financial
results on a timely basis.

Pursuant to the waiver agreements, the Company has agreed to make
the US$9.775 million interest payment on its 2016 Convertible
Notes that was due on Dec. 15, 2011.  The Company also has agreed
to continue to pay when due interest on the Convertible Notes due
2013 and 2016 and on the Senior Notes due 2014 and 2017.


SLAVERY MUSEUM: Has Until Feb. 29 to File Chapter 11 Plan
---------------------------------------------------------
Michael Martz at Richmond Times Dispatch reports that Judge
Douglas O. Tice Jr. extended the reorganization plan filing
deadline of the United States National Slavery Museum to Feb. 29,
2012.

According to the report, the additional time will allow the museum
to file tax returns for 2008 through 2011, which is a pre-
condition for state authority to resume fund-raising for the
museum proposed in Fredericksburg.

The report relates that the bankruptcy court continued motions by
the City of Fredericksburg, owed $254,000 in real estate taxes by
the museum, to appoint a trustee or examiner to examine the
organization's finances for the Chapter 11 bankruptcy filing, or
alternatively to convert the case to a Chapter 7 liquidation.  The
motion is supported by Pei Partnership Architects LLP, a major
creditor in the case.

The report notes that Jeffrey A. Scharf, a tax attorney for the
city, said he was willing to allow the museum's new certified
public accountant "to take a whack at this," and commended the
museum for proposing a timeline to resolve the organization's
outstanding debts.

The United States National Slavery Museum in Richmond, Virginia,
filed for Chapter 11 protection (Bankr. E.D. Va. Case No.
11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr., presides
over the case.  Sandra Renee Robinson, Esq., at Robinson Law &
Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SMITH CREEK: Files Schedules of Assets and Liabilities
------------------------------------------------------
Smith Creek Partners, LP, has filed its schedule of assets and
liabilities with the U.S. Bankruptcy Court for the Southern
District of Texas:

    Name of Schedule             Assets         Liabilities
    ----------------            -----------     -----------
A. Real Property               $16,400,000
B. Personal Property                    $0
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $3,700,000
E. Creditors Holding
    Unsecured Priority
    Claims                                               $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $763,000
                                -----------      -----------
       TOTAL                    $16,400,000      $4,463,000

A copy of Smith Creek Partners, LP's schedules is available for
free at http://bankrupt.com/misc/SMITH_CREEK_SAL.pdf

Houston-Texas-based Smith Creek Partners LP filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-40495) on Dec. 7, 2011.
Judge Jeff Bohm presides over the case.  Richard L. Fuqua, II,
Esq. -- fuqua@fuquakeim.com -- at Fuqua & Associates, PC, serves
as the Debtor's counsel.  Smith Creek estimated $10 million to $50
million in assets and $1 million to $10 million in debts.  The
petition was signed by Stephen R. Fincher, president of Linchpin
Investments, Inc., Smith Creek's general partner.


SOLID ROCK: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Solid Rock Missionary Baptist Church Inc.
        19000 SW 112 Avenue
        Miami, FL 33157

Bankruptcy Case No.: 12-11456

Chapter 11 Petition Date: January 19, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Zach B. Shelomith, Esq.
                  LEIDERMAN SHELOMITH, P.A.
                  2699 Stirling Road, # C401
                  Ft. Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371
                  E-mail: zshelomith@lslawfirm.net

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-11456.pdf

The petition was signed by Pastor Rufus Troup, director.


SOLYNDRA LLC: GOPs Ask Gov't to Block Employee Incentive Plan
-------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Republican
lawmakers on Thursday asked the Obama administration to fight
Solyndra LLC's proposal to dole out employee bonuses, the latest
broadside in an increasingly tense fight over federal support for
the solar panel manufacturer.

In a letter signed by more than 50 members of the U.S. House of
Representatives, the lawmakers called on the U.S. Department of
Justice to oppose Solyndra's bid for a $500,000 incentive plan
that would award bonuses to 21 current employees, according to
Law360.

                          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.


SONORA DESERT: Wants to Use Wells Fargo Cash Collateral
-------------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. seek Bankruptcy Court permission to use cash
collateral to continue their dairy operations.

Wells Fargo Bank claims a secured interest in the roughly 8,000
head of cattle owned by the Dairies, together with the feed
inventory located at the Dairies' premises, which premises are
located just south of the Gila River on Tuthill Road in Rainbow
Valley, Arizona.  Wells Fargo Bank asserts a first lien position
totaling roughly $11 million against the Debtors cattle and feed
inventory.  Wells Fargo was just paid nearly $600,000 when the
Dairies sold several hundred head of cattle which were no longer
milking, called the Cull Sale.  Some of the Cull Sale proceeds
have not yet been received but will be paid to Wells Fargo when
they do arrive.  The Debtors believe their cattle and feed
inventory that secures the claim is worth roughly $1 million more
than Wells Fargo is owed.

First National Bank of Altus in Altus, Oklahoma is owed roughly
$14.7 million and is secured by a first lien position against both
the Arlington Farm and the Dairy Property.  An appraisal
commissioned by Altus Bank in September 2010 valued the Arlington
Farm at $13.7 million and the Dairy Property at $23 million.  The
Debtors contend the Dairy Property and the Arlington Farm are
today worth no less than the $36.7 million collective value
reflected in that Sept. 23, 2010 appraisal prepared by Zachary P.
Moore at Agri-Access.

Prior to the Petition Date, the Debtors offered to further
collateralize Wells Fargo's position with a junior lien position
against the Arlington Farm and the Dairy Property. This additional
collateral would have given Wells Fargo in excess of $20 million
of additional collateral to secure its claims of roughly $11
million.

The Debtors' proposal contained other terms and conditions,
including Wells Fargo's forbearance through the end of Dec. 31,
2012, albeit with monthly payments to Wells Fargo in the amount of
$75,000.  Wells Fargo rejected the Debtors' adequate protection
proposal and said it would seek the appointment of a receiver on
Jan. 6, 2012, prompting the Debtors to file for bankruptcy.

In exchange for its proposed use of Wells Fargo's cash collateral
post-petition, the Debtors propose to grant Wells Fargo a
replacement lien on all the very same collateral it held
prepetition.  The Debtors also propose to grant Wells Fargo lien
positions against the Dairy Property and Arlington Farm, which
liens would be junior only to tax liens of Maricopa County and the
voluntary first lien positions held by Altus Bank.  This would be
contingent upon Wells Fargo consenting to a cash sale of the
Arlington Farm.  The Arlington Farm is listed for sale for $15
million and may very well sell in the near future. The Debtors
also propose to pay Wells Fargo on a monthly basis its non-default
contract rate of interest beginning Jan. 15, 2012 and every month
thereafter until further Court order or agreement of the parties.
The Debtors contend that their proposals to adequately protect
Wells Fargo's position would provide an equity cushion greater
than double the amount of Wells Fargo's claim.

                          Lenders Object

Wells Fargo objects to the Debtors' request to use its collateral.
Wells Fargo said it has no desire to shut down the Debtors'
business operations.  However, the bank said the Debtors'
prepetition conduct raise serious concerns that the value of Wells
Fargo's Collateral will deteriorate during the course of these
cases, and in such event a simple post-petition replacement lien
in Wells Fargo's Collateral cannot provide adequate protection.

AgStar Financial Services, FLCA as loan servicer for and attorney-
in-fact for First National Bank of Altus, asserts a senior lien in
and to the Debtors' real property, and also objects to the
Debtors' proposal to grant a junior lien interest in the real
property in favor of Wells Fargo.

The Debtors are not seeking to use any cash claimed as Altus'
collateral.

Wells Fargo said that to the extent Altus' objection is sustained,
Wells Fargo will not be adequately protected.

Wells Fargo is represented in the case by:

         Robert J. Miller, Esq.
         Edward M. Zachary, Esq.
         BRYAN CAVE LLP
         Two North Central Avenue, Suite 2200
         Phoenix, AZ 85004-4406
         Telephone: (602) 364-7000
         Telecopier: (602) 364-7070
         E-mail: rjmiller@bryancave.com
                 edward.zachary@bryancave.com

Altus is represented by:

          John O'Brien, Esq.
          Brian P. Gaffney, Esq.
          SNELL & WILMER L.L.P.
          1200 Seventeenth Street, Suite 1900
          Denver, CO 80202
          Tel: (303) 634-2000
          Fax: (303) 634-2020
          E-mail: jobrien@swlaw.com
                  bgaffney@swlaw.com

               - and -

          Emily G. Gildar, Esq.
          SNELL & WILMER L.L.P.
          One Arizona Center
          400 East Van Buren Street, Suite 1900
          Phoenix, AZ 85004-2202
          Tel: (602)382-6000
          Fax: (602) 382-6070
          E-mail: egildar@swlaw.com

     About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.


SONORA DESERT: Hires Collins Potenza as Bankruptcy Counsel
----------------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. seek Bankruptcy Court permission to employ the
law firm of Collins Potenza Baran & Gillespie P.C. as general
bankruptcy counsel.

Collins Potenza will be paid according to its hourly rates: $190
to $395 for attorneys, $150 for law clerks and $75 to $195 for
paralegals and other legal assistants.

Collins Potenza attests it represents no interest adverse to the
Debtors or the bankruptcy estates.  Collins Potenza did note that
the firm once represented Wells Fargo Bank, the Debtors' secured
lender, and others in their opposition to GE Capital in the
bankruptcy cases of Beaudry R.V. bankruptcies.  Collins Potenza
also has been working with the Debtors' principal, Bob Lueck,
concerning legal issues involving Lueck Farms and a water company
in Arlington, Arizona.  Collins Potenza is not owed any amount in
connection with that matter.

     About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Taps Broker to Sell Arlington Farm
-------------------------------------------------
Sonora Desert Dairy L.L.C. and its affiliated debtors seek to
employ Charles J. Havranek and Southwest Land Associates, L.L.C.
as a broker to sell the 1,388.1 +/- acres located on the South and
East side of Old US 80 Highway 80 and on the Southwest and
Southeast corners of Arlington School Road and Cactus Rose Road in
Arlington Valley.

The Debtors also wish to employ Broker as an expert to consult
with Debtors on their dairy and farming operations and to provide
testimony to the Court, if needed.

The Broker proposes to list the Farm for $15 million.  At present,
however, the Broker is not hired to sell either cattle or the
dairy real property.

The Debtors propose to hire the Broker to sell the Farm on a 2.5%
commission basis if the Broker is the sole broker affiliated with
the sale of the Farm, or 4.0% commission for any co-brokerage
arrangement, to be split equally between all brokerages involved
in the ultimate sale of Farm.  The Debtors propose to pay Mr.
Havranek the rate of $200 per hour for his consulting, expertise
and testimony work.

Mr. Havranek attests he and Southwest Land are disinterested
parties and hold no claims against this estate.

     About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Hires Genske Mulder as Accountants
-------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. seek to hire Wayne Cunningham and Genske Mulder
& Co. as accountants for the Debtors.  Services include preparing
tax returns and providing further accounting services as needed.
The Firm and Mr. Cunningham have long handled the Debtors'
accounting work.

Genske Mulder's hourly rates are:

          Partners              $225
          Staff accountants     $175
          Bookkeepers           $130
          Clerical               $70

Mr. Cunningham attests that his Firm does not have any current or
on-going connection with Debtors' creditors, or any other party-
in-interest, or their attorneys; is "disinterested"; and doe not
hold or represent an interest adverse to the estate.  The Firm was
not owed any money at the time Debtors filed their chapter 11
petitions.

     About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Sonora Desert estimated $10
million to $50 million in assets and debts.  The petition was
signed by Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Sec. 341(a) Creditors' Meeting Set for Feb. 7
------------------------------------------------------------
The United States Trustee in Arizona will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy
cases of Sonora Desert Dairy L.L.C., Sonora Desert Dairy II
L.L.C., Sonora Desert Dairy III L.L.C., Lueck Cattle Company
L.L.C., and Bob Lueck Farms L.L.C. on Feb. 7, 2012, at 12:30 p.m.
at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, in
Phoenix.

The Court also has scheduled a Chapter 11 Status Conference on
Feb. 7, at 1:30 p.m. at 230 N. First Ave., 6th Floor, Courtroom
601, in Phoenix.

     About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SOUTHERN MONTANA: Motion to Employ Douglas Wilson CPA Firm Denied
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana has denied
the application of southern Montana Electric Generation And
Generation Cooperative, Inc., to employ Randal J. Boysun, CPA,
Michelle M. Klundt, CPA, and the accounting firm of Douglas Wilson
and Company, PC of Great Falls, Montana as Certified Public
Accountants to assist in the tax and accounting needs of the
Debtor.

About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

In December, Lee A. Freeman was appointed as Chapter 11 trustee.
Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and
Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


SRKO FAMILY: Ch. 11 Trustee Wants to Incur Loan from JSGE, et al.
-----------------------------------------------------------------
C. Randel Lewis, Chapter 11 trustee of the Jannie Richardson
bankruptcy estate, and The SRKO Family Limited Partnership, asks
the U.S. Bankruptcy Court for the District of Colorado to approve
a loan agreement

The agreement was entered among JSGE, LLC and Richardson estate
(the lenders), and the Debtor SRKO.

JSGE was formed as a result of the negotiation of the trustee with
creditors Stresscon Corporation and GE Johnson Corporation.  JSGE
was intended to make a loan to SRKO estate to pay administrative
expenses of the SRKO estate.

The agreement provides, among other things:

   -- The lenders agreed to provide up to $1,750,000.  The initial
loan commitment will be $400,000 from JSGE and JSGE will be
further authorized to loan up to an additional $350,000 principal.
The Richardson estate will provide a mechanism for it as an
affiliated debtor to loan up to $1 million to the SRKO estate if
the Richardson estate liquidates assets and is in a position to
advance funds to the SRKO estate.

   -- The trustee will use the fund to operate the estate.

   -- To secure the repayment of the loan, SRKO will provide the
lenders with an allowed administrative expense claim in the SRKO's
Chapter 11 case and a deed of trust on SRKO's Colorado Crossings
propert subject to existing liens or encumbrances.

   -- The loan will mature on Feb. 15, 2013.

   -- The interest will accrue on the outstanding principal at the
rate of 14% per annum.  The Default rate will be 17% per annum.

                     U.S. Trustee's Objection

Richard A. Wieland, the U.S. Trustee, in its objection, stated
that the movants do not adequately explain the risks the
Richardson estate might undertake in making a loan to SRKO and do
not adequately explain how a loan by the Richardson estate to SRKO
will benefit the Richardson estate.

The U.S. Trustee also noted that the motion does not adequately
explain the sufficiency of the proposed security.  According to
SRKO's Schedule D, the U.S. Trustee added, the vacant land secures
a $12,300,000 claim in favor of Sunshine Development.

The U.S. Trustee is represented by:

          Alan K. Motes, Esq.
          999 18th Street, Suite 1551
          Denver, CO 80202
          Tel: (303) 312-7999
          Fax: (303) 312-7259
          E-mail: Alan.Motes@usdoj.gov

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  Kutner Miller Brinen,
P.C. represents the Debtor in its restructuring effort.  The
Debtor disclosed $34,421,448 in assets and $80,619,854 in
liabilities as of the Petition Date.

Charles F. McVay, The U.S. Trustee for Region 19, notified the
Court that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of SRKO Family Limited
Partnership.


SRKO FAMILY: Court Orders Da Nam Ko's Plan Striken from the Record
------------------------------------------------------------------
The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for the
District of Colorado ordered that the Plan of Reorganization
proposed by party-in-interest Da Nam Ko be striken from the record
of The SRKO Family Limited Partnership's case.

The Court also denied Ms. Ko's motion for extension to file
Disclosure Statement for her proposed Plan.

Da Nam Ko, as trustee for The Allen Richardson Dynasty Trust, The
Jessica Stinson Dynasty TRust and the Jeffrey Stinson Dynasty
Trust.

On Dec. 28, the Debtor requested that the Court strike Ms. Ko's
Plan because she has not filed a Disclosure Statement.

The Debtor explained that allowing the Plan to remain on file is
confusing to creditors and may result in solicitation of
acceptance of the Plan without the benefit of disclosure.

On Dec. 30, Ms. Ko moved for an extension until Feb. 24, 2012, to
file a Disclosure Statement.  Ms. Ko explained that her lead
counsel was out of the office, and that she has not yet completed
the Disclosure Statement.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  Kutner Miller Brinen,
P.C. represents the Debtor in its restructuring effort.  The
Debtor disclosed $34,421,448 in assets and $80,619,854 in
liabilities as of the Petition Date.

Charles F. McVay, The U.S. Trustee for Region 19, notified the
Court that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of SRKO Family Limited
Partnership.


STILLWOOD CONDOMINIUMS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Stillwood Condominiums LLC
        7850 E Greenlake Dr N
        Seattle, WA 98103

Bankruptcy Case No.: 12-40219

Chapter 11 Petition Date: January 16, 2012

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

Judge: Paul B. Snyder

Debtor's Counsel: Jacob D. DeGraaff, Esq.
                  JOHN LONG LAW PLLC
                  300 NE Gilman Blvd Ste 100
                  Issaquah, WA 98027
                  Tel: (425) 427-9660
                  E-mail: ecf@johnlonglaw.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Washington Federal                               $2,996,859
c/o Lane Powell
1420 Fifth Avenue
Suite 4100
Seattle, WA 98101-2338

The petition was signed by Anne Marie Kreidler, member.


SUNCREST CONDOMINIUMS: Case Summary & 3 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Suncrest Condominiums LLC
        7850 E Greenlake Dr N
        Seattle, WA 98103

Bankruptcy Case No.: 12-40220

Chapter 11 Petition Date: January 16, 2012

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

Judge: Paul B. Snyder

Debtor's Counsel: Jacob D. DeGraaff, Esq.
                  JOHN LONG LAW PLLC
                  300 NE Gilman Blvd Ste 100
                  Issaquah, WA 98027
                  Tel: (425) 427-9660
                  E-mail: ecf@johnlonglaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-40220.pdf

The petition was signed by Anne Marie Kreidler, member.


TICONDEROGA SECURITIES: Shutters Stock-Trading Operations
---------------------------------------------------------
The Wall Street Journal's Liz Moyer and Jenny Strasburg report
that brokerage firm Ticonderoga Securities LLC on Tuesday closed
its stock-trading operations.  Ticonderoga was in talks to raise
capital, according to a person familiar with the situation, but
Chief Executive Shawn McLoughlin began telling senior staffers
starting Monday that the would-be investment had fallen through.

The report notes emails and text messages ricocheted across New
York trading desks on Tuesday as the news spread.  Clients were
still sending trades through Ticonderoga in the afternoon, keeping
employees answering phones even as they digested the news,
according to one source.  Employees were told to expect the firm's
doors to be closed by Friday, according to people close to the
firm.

WSJ relates the firm has fewer than 100 employees and $30 million
in assets as of Dec. 31, 2010.


TOWN CENTER: Seeking Approval of Plan Disclosures Today
-------------------------------------------------------
Town Center at Doral, LLC, et al., filed on Dec. 21, 2011, a
disclosure statement explaining the terms of their proposed Joint
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court
for the Southern District of Florida.

The Court has set a hearing for Jan. 25, at 10:00 a.m., to
consider the adequacy of the information contained in the
Disclosure Statement.

On the Effective Date, in full and final satisfaction of the DIP
Financing Claim, and subject to Terra Landmark's simultaneous
payment of the Initial Equity Contribution to the Reorganized
Debtors, the Holder of the DIP Financing Claim will receive, as
soon as reasonably practicable on or after the Effective Date,
100% of the New Membership Units in the Reorganized Debtors.

The Plan contemplates the development of the Debtor's property as
a single project in phases.  The initial phase of the New
Development will focus on the North Parcel, which will consist
primarily of residential units, including townhomes and single-
family homes.  The development of the South Parcel will include
both residential, retail, and commercial office components.  The
Debtors believe that the restructuring proposed in the Plan will
enable the Reorganized Debtors to quickly pursue development of
the North and South Parcels for the benefit of all economic
parties in interest.

Under the plan, Priority Non-Tax Claims (Class 1) and Secured
Claims of Miami-Dade County Tax Collector (Class 2) are Unimpaired
and conclusively presumed to accept the Plan.

Holders of Allowed Secured Tax Certificate Claims (Class 3),
Allowed Secured District Claims (Class 4),  Allowed AMT CADC Loan
Claim (Class 5); Allowed Other Secured Claims (Class 6), and
Allowed General Unsecured Claims (Class 7) are Impaired under the
Plan and the Holders of Claims in these classes are entitled to
vote on the plan.

Holders of Old Equity Interests (Class 8) will be canceled on the
Effective Date.  Holders thereof will not be entitled to, and will
not receive or retain, any property or interest in property on
account of such Old Equity Interests.

Secured District Claims (Class 4A-4D) consist of the Allowed
Secured District Claims.  The Debtors estimate that on the
Effective Date, the aggregate Allowed Face Amount of such Claims
will be approximately $81.7 million.

Class 4A ? Series A, North Parcel, Class 4B ? Series A, South
Parcel, Class 4C ? Series B, North Parcel, and Class 4D ? Series
B, South Parcel will be paid over time.  The treatment for Class
4A and 4B will apply notwithstanding the Holder of the Class 4A or
4B Allowed District Claim making an election under Section 1111(b)
of the Bankruptcy Code.

To the extent the Holder of the Class 4C or the Class 4D Allowed
Secured District Claims does not make an election pursuant to
Section 1111(b) of the Bankruptcy Code, then the unsecured
deficiency portion of the Allowed District Claim will be payable
in and constitute part of Class 7.

In the event the Holder of the Class 4C or Class 4D Allowed
Secured District Claim makes an election pursuant to Section
1111(b) of the Bankruptcy Code, then, in addition to the
foregoing, such Holder will also receive a true-up payment in
connection with each closing of a sale, and, if necessary, a
balloon payment at the Class B Maturity Date, that ensures such
Holder will receive deferred cash payments totaling at least the
Allowed amount of the Class 4C or 4D District Claim as of the
Petition Date.

Class 5 consists of the AMT CADC Loan Claim, which arises from the
AMT Loan.  The Debtors estimate that on the Effective Date, the
Allowed amount of such Claims will aggregate approximately
$103,870,058.  To the extent that AMT does not have an Allowed
Secured Claim, the Class 5 Claim will be treated for all purposes
as a Class 7 General Unsecured Claim.

Estimated recovery for Class 5 is 2% (assumes AMT CADC Loan Claim
fully payable in Class 7 and Section 1111(b) election made by the
District).

The Holder of the AMT CADC Loan Claim will receive, (a) to the
extent that AMT has an Allowed Secured Claim, beginning on the
Effective Date, quarterly payments of principal and interest based
on an interest rate of 5% p.a. and a 30 year amortization period
through the 10th anniversary of the Effective Date, on which date
all unpaid principal, interest and other charges will be due and
payable in full, and (b) to the extent that the Holder of the AMT
CADC Loan Claim has an Allowed General Unsecured Claim, such
General Unsecured Claim will be payable in and constitute part of
Class 7.

Holders of General Unsecured Claims (Class 7) are owed
$121,406,259 (inclusive of the AMT Loan Claim, but exclusive of
any deficiency claim that may that may be asserted by the
District).  Exclusive of the AMT Loan Claim or any deficiency
claim that may be asserted by the District, Class 7 is owed
$17,536,201.

Each Holder of an Allowed General Unsecured Claim will receive its
Ratable Portion of the amounts funded into the General Unsecured
Claim Reserve, in accordance with Section 6.2(c) of the Plan.

Estimated recovery for Class 7 is 2% ((assumes AMT CADC Loan
Claim fully payable in Class 7 and Section 1111(b) election made
by the District).

A copy of the Disclosure Statement, dated Dec. 21, 2011, is
available for free at:

          http://bankrupt.com/misc/towncenter.doc108.pdf

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRIDENT MICROSYSTEMS: Sec. 341 Meeting of Creditors on Feb. 10
--------------------------------------------------------------
T. Patrick Tinker, U.S. Trustee for Region 3, will convene a
meeting of creditors of Trident Microsystems, Inc., on Feb. 10,
2012, at 12:00 p.m. (Eastern Time).  The meeting will be held at:

        J. Caleb Boggs Federal Building
        844 King Street
        5th Floor, Room 5209
        Wilmington, DE 19801

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.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.

                   About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


UNITED SECURITY: A.M. Best Affirms 'B' FSR; Outlook Stable
----------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of B
(Fair) and issuer credit rating of "bb" of United Security
Assurance Company of Pennsylvania (United Security) (Souderton,
PA).  The outlook assigned to both ratings is stable.

The affirmation of United Security's ratings reflects its ultimate
parent, CMS Financial Services Corp.'s (CMS), now up-to-date
status in the filing of its audited financials for the years 2008,
2009 and 2010 and its improved equity position over that same
period.  A.M. Best notes that while shareholders' equity has
increased, financial leverage continues to remain elevated at
approximately 46% as of year-end 2010.  CMS continues to rely upon
United Security to service its debt, which was a result of the
financing of its acquisition of the company in late 2007.  More
recently, Coventry Carelink Holding Corp. (CCHC), an intermediate
holding company within the organization, has reported increased
profitability and has upstreamed funds to assist in CMS' debt
service.  Moreover, with the audited financials current, CMS can
move forward with its planned purchase of a minority interest, the
refinancing of its debt due in the near term and the execution of
its capital development strategy.

United Security has historically reported consistent statutory
profitability; however, operating losses were reported through the
third quarter of 2011.  Within the past 12 months, the company
experienced higher-than-anticipated claims in some of its recently
acquired blocks of long-term care (LTC) business.  United Security
is in the process of implementing rate increases on several of its
acquired LTC blocks to offset any unfavorable claims experience.
These increases are expected to significantly improve
profitability within those blocks going forward.  Furthermore, A.M
Best notes that the company continues to maintain a sound,
conservative investment philosophy generating a steady stream of
net investment income, and that capitalization remains adequate to
support United Security's current investment and insurance risks.

While the outlook on United Security's ratings is stable, future
positive rating actions may result from favorable trends in the
group's operating performance, strengthened capitalization, as
well as improvement in CMS' financial position.  However, negative
rating actions could result if United Security's operating
performance and risk-adjusted capitalization continue to decline,
unfavorable experience persists within its acquired LTC blocks or
if the organization fails to refinance its debt coming due in the
near term.


UNIVERSAL GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Universal Group of New York Incorporated
        212 Oxford Way
        Schenectady, NY 12309

Bankruptcy Case No.: 11-13466

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: James W. Hyde, IV., Esq.
                  LAW OFFICES OF JAMES W. HYDE, IV, ESQ.
                  P.O. Box 125
                  Clifton Park, NY 12065
                  Tel: (518) 944-4417
                  E-mail: jhydeiv@gmail.com

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

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

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

The petition was signed by Dean Robbins, vice president.


URANIUM RESOURCES: Receives NASDAQ Bid Price Notification
---------------------------------------------------------
Uranium Resources, Inc., has received notice, as expected, from
The NASDAQ Stock Market stating that for 30 consecutive business
days the bid price for the Company's common stock has closed below
the minimum $1.00 per share as required by Marketplace Rule
5550(a)(1) for continued listing on the NASDAQ Capital Market.
This notification has no effect on the listing of the Company's
common stock at this time.

The Jan. 17, 2012 letter has advised the Company that it has been
afforded a "compliance period" of 180 calendar days to regain
compliance with the applicable NASDAQ requirements.  The Company
will regain compliance with the minimum bid requirement if at any
time before July 16, 2012, the bid price for the Company's common
stock closes at $1.00 per share or above for a minimum of 10
consecutive business days.

In the event the Company does not regain compliance with the
minimum bid price rule by July 16, 2012, NASDAQ will provide the
Company with written notification that its common stock is subject
to delisting from the NASDAQ Capital Market.  The Company may
appeal NASDAQ's determination to delist its common stock at that
time.

The Company intends to actively monitor the closing bid price of
its common stock between now and July 16, 2012 and will evaluate
available options to resolve the deficiency and regain compliance
with the Minimum Bid Price Requirement under the NASDAQ Listing
Rules.

                     About Uranium Resources

Uranium Resources Inc. explores for, develops and mines uranium.
Since its incorporation in 1977, URI has produced over 8 million
pounds of uranium by in-situ recovery (ISR) methods in the state
of Texas where the Company currently has ISR mining projects. URI
also has 183,000 acres of uranium mineral holdings and 101.4
million pounds of in-place mineralized uranium material in New
Mexico and a NRC license to produce up to 1 million pounds of
uranium per year.  The Company acquired these properties over the
past 20 years along with an extensive information database of
historic mining logs and analysis.  None of URI's properties is
currently in production.


VALLE FOAM: Files for Ch. 15, Seeks CCAA Case Recognition
---------------------------------------------------------
Deloitte & Touche Inc., as the court-appointed monitor, and
foreign representative, filed Chapter 15 petitions for Valle Foam
Industries (1995) Inc., Domfoam International Inc., and A-Z Sponge
& Foam Products Ltd. (Bankr. N.D. Ohio Case Nos. 12-30214,
12-30125, 12-30128).

Deloitte & Touche is seeking the U.S. court's recognitions of the
Valle Foam Group's proceedings under Canada's Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended, pending before
the Ontario Superior Court of Justice (Commercial List).

Deloitte said that the Valle Foam Group is in an industry in
transition and experiencing significant pressures from overseas
production sources.  Valle Foam and Domfoam each suffered a loss
in excess of C$5 million in fiscal 2011.  A-Z also suffered a loss
of C$50,000.

Valle Foam and Domfoam were recently charged with, and on Jan. 5,
2012, pled guilty to, certain offenses under the Canadian
Competition Act, RSC 1985, c. C-34 in connection with a price
fixing conspiracy conducted with other members of the industry.
Valle Foam was fined C$6.5 million, and Domfoam was fined C$6
million.

In connection with the alleged price fixing, Valle Foam, Domfoam
and A-Z have been named as defendants in Canada in five class
action lawsuits, and in the United States in both class action
lawsuits and direct actions brought by various opt out plaintiffs.
The proposed class plaintiffs allege that Valle Foam and Domfoam
are jointly and severally liable for damages in excess of $100
million to class members.

The Chapter 15 proceedings have been initiated to obtain an order
staying present and new claims against Valle Foam, Domfoam, and
A-Z so that they can complete their restructuring in Canada.

The Valle Foam Group plans to restructure its business operations
and has sought the protection of the Canadian Court to give it
time to put together and execute its Plan.  The Valle Foam Group?s
goals are to protect as many of the temporary and full time
Canadian jobs as possible and to secure the greatest possible
value for its assets. The goals of the restructuring Plan may
require a sale of at least one of the Valle Foam Group.

The Valle Foam Group has approximately C$9 million of unsecured
debt, mostly trade debt (C$5.97 million), accrued payroll (C$1.268
million), accrued sales tax (C$218,000), and other liabilities of
(C$1.562 million).


VANTAGEFORCE INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: VantageForce, Inc.
        aka VFI
        908 Town & Country Blvd., Suite 350
        Houston, TX 77024-2258

Bankruptcy Case No.: 12-30392

Chapter 11 Petition Date: January 17, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Jerry Kent Brown, Jr., president.


VEY FINANCE: Compass Bank Files First Amended Disclosure Statement
------------------------------------------------------------------
On Dec. 14, 2011, Compass Bank, a creditor and party-in-interest
ins the Chapter 11 case of Vey Finance, LLC, filed its First
Amended Disclosure Statement explaining its First Amended
Liquidating Plan of Reorganization for the Debtor, which was filed
with the Bankruptcy court on Dec. 14, 2011.

The Debtor has not filed a plan of reorganization and disclosure
statement.

In general, the Plan calls for the appointment of a Disbursing
Agent to (1) transfer and assign to the Bank of the West (owed
$1,445,993) and to Capital Bank (owed $874,124) all of the
collateral for their debts, (2) to liquidate all of the Debtor's
assets and pay Creditors with Allowed Claims according to the
terms of the Plan, (3) to pay 100% of the Allowed Claims of
Unsecured Creditors (estimated by Compass not to exceed $116,606),
plus interest) within 30 days after the Effective Date of the
Plan, (4) to compromise and settle pending litigation with
Compass, and (5) when all Allowed Administrative, Priority, Ad
Valorem Tax and Unsecured Claims have been paid, to pay to Compass
the balance of all funds in the Estate until its Allowed Claim has
been paid in full.

Payments to Unsecured Creditors will be made from cash in the
Estate, or from funds that may be advanced by Compass if there is
insufficient cash in the Estate.

Compass will have an Allowed Claim of $9,045,859.  On the
Effective Date, or as soon thereafter as is practicable, the
Disbursing Agent will assign or otherwise transfer to Compass all
of the property which is collateral for the Allowed Claim of
Compass.  The USDC Lawsuit will be compromised and settled as
described in Article VI.

After Allowed Claims in Classes 1 (Administrative claims), 2
(Priority Non-Tax Claims), 3 (Ad Valorem Tax Claims) and 7
(Unsecured Claims) have been paid, the Disbursing Agent will pay
to Compass the remaining balance of all proceeds resulting from
the liquidation of the assets of the Debtor, until its Allowed
Claim is paid in full.

On the Effective Date, all Equity Interests in the Debtor will be
canceled.

Compromise and Settlement of Pending Litigation

On the Effective Date, Compass and the Disbursing Agent will
submit an Agreed Order in the USDC Lawsuit and an agreed order in
the Adversary Lawsuit.  The Agreed Order will provide, in general,
for (1) the release of all Claims of the Debtor against Compass,
including but not limited to all claims made in the USDC Lawsuit,
the Adversary and the Claim Objections, and (2) the agreement by
the Debtor, through the Disbursing Agent, that Compass will have
an Allowed Claim of $9,085,859 in the Bankruptcy Case, less cash
collateral payments received by Compass as a result of the sale of
assets by the Debtor during the Bankruptcy Case, and less payments
received by Compass as a result of the sale of assets by the
Debtor during the Bankruptcy Case, and that the monies in the
registry of the United States District Court in the USDC Lawsuit,
which resulted from the sale of part of Compass' collateral for
its loans to the Debtor during the pendency of the USDC Lawsuit,
being approximately $251,993 plus interest, will be released to
the Disbursement Agent.

A copy of the Compass Bank's First Amended Disclosure Statement
explaining its First Amended Liquidating Plan of Liquidation for
the Debtor is available for free at:

          http://bankrupt.com/misc/veyfinance.doc137.pdf

                        About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The petition was
signed by Veronica L. Veytia, managing member.

In its amended schedules, the Debtor disclosed $10,137,454 in
assets and $12,667,725 in liabilities.


WASHINGTON MUTUAL: MBS Investor Class Seeks $273MM Claim
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that plaintiffs in a
class action against Washington Mutual Inc. over alleged deception
in the sale of mortgage-backed securities asked a Delaware
bankruptcy judge Friday to recognize the class so it can pursue a
claim of at least $273 million in the defunct bank's Chapter 11
case.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASHINGTON MUTUAL: Federal Court Rejects Bid to Delay Plan
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a judge has
quashed the last threat of delay in Washington Mutual Inc.'s
bankruptcy case, rejecting a request by unhappy investors to hold
up confirmation of a $7 billion Chapter 11 plan.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WEBSTER HOTELS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Webster Hotels, LLC
        dba Holiday Inn Webster
        dba Holiday Inn Houston-Webster
        302 West Bay Area Blvd
        Webster, TX 77598

Bankruptcy Case No.: 11-39562

Chapter 11 Petition Date: November 3, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Michael J. Durrschmidt, Esq.
                  HIRSCH & WESTHEIMER
                  700 Louisiana, 25th Fl
                  Houston, TX 77002-2728
                  Tel: (713) 220-9165
                  Fax: (713) 223-9319
                  E-mail: mdurrschmidt@hirschwest.com

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

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb11-39562.pdf

The petition was signed by Narendra Makan, president.


WEST END: Creditors Almost Unanimous in Support of Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when West End Financial Advisors LLC opens the
hearing on Jan. 26 for confirmation of the Chapter 11 plan, the
former fund adviser will tell the bankruptcy judge in Manhattan
that creditors in the five voting classes were almost unanimous in
support of the plan.

                      Robinson Law Firm

Bloomberg News reported early this month that the U.S. Trustee
filed documents seeking to disqualify the company's lawyers from
Robinson Brog Leinwand Greene Genovese & Gluck PC.  The bankruptcy
court commissioned an examiner to deliver a report that ended up
recommending Robinson Brog pay back more than $400,000 in fees
earned before bankruptcy. When the firm argued the calculation was
inaccurate, the U.S. Trustee responded by saying in a court filing
that the firm has "an interest adverse to the estate" and should
be removed as West End's counsel.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.  Mr. Landberg pleaded guilty in
November to securities fraud.  He agreed to forfeit $8.7 million
in assets.

West End filed under Chapter 11 in March shortly after the U.S.
District Court appointed a monitor at the behest of the Securities
and Exchange Commission.  West End was accused by the SEC of
committing securities fraud and misusing client funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

West End Financial filed a plan of liquidation in bankruptcy court
in August.


WILLIAM LYON: Can Tap Alvarez & Marsal as Financial Advisors
------------------------------------------------------------
William Lyon Homes and its debtor-affiliates sought and obtained
an order from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America, LLC, as their
financial advisors.

A&M will provide assistance to the Debtors with respect to
management of the overall restructuring process, the development
of ongoing business and financial plans, responding to information
requests from creditors and their advisors, and otherwise
assisting the Debtors with their plan to emerge from their Chapter
11 cases as anticipated pursuant to their prepackaged plan.

A&M will provide restructuring support services in order to manage
and advise the Debtors in the course of their Chapter 11 cases,
including, but not limited to:

   (a) assistance in the preparation of financial-related
       disclosures required by the Court, including the Debtors'
       Monthly Operating Reports;

   (b) assistance with information and analyses required pursuant
       to the Debtors' debtor-in-possession financing;

   (c) assistance to the Debtors' management team and counsel
       focused on the coordination of resource related to the
       ongoing reorganization effort;

   (d) assistance in the preparation of financial information for
       distribution to creditors and others, including, but not
       limited to, cash flow projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts, and analysis of proposed
       transactions for which Court approval is sought;

   (e) attendance at meetings and assistance in discussions with
       potential investors, banks, and other secured lenders, the
       United States Trustee, other parties in interest, and
       professionals hired, as requested;

   (f) assistance in the analysis and preparation of information
       necessary to assess the tax attributes related to the
       confirmation of a plan of reorganization in the Debtors'
       Chapter 11 cases;

   (g) assistance in ascertaining the debt servicing capability of
       the Company and any additional funding requirements;

   (h) assistance with developing, evaluating, structuring and
       negotiating the terms and conditions of any financing,
       including identification and contacting potential investors
       in connection with any private placement of securities to
       raise capital or "lock up" arrangements, but not otherwise
       contacting holders of the Company's existing securities;

   (i) assistance with preparations of solicitation materials (if
       any) in connection with raising new capital provided, but
       in no event will A&M engage, directly or indirectly, in any
       solicitation of, or negotiations or discussion with,
       holders of existing securities, other than in connection
       with a private placement to raise new capital;

   (j) assistance with the sale of Company assets, if deemed
       necessary by the Company; and

   (k) rendering other general business consulting or other
       assistance as Debtors' management or counsel may deem
       necessary consistent with the role of a financial advisor
       to the extent that it would not be duplicative of services
       provided by other employed professionals.

A&M NA's wholly owned broker/dealer subsidiary, Alvarez & Marsal
Securities LLC, will perform some of the services.

The firm's hourly billing rates are:

          Managing Directors            $650-$850
          Directors                     $450-$650
          Analysts and Associates       $250-$300

In addition, A&M earn a Transaction Fee of $2.75 million upon the
consummation of a Restructuring Transaction as defined in its
Engagement Letter or the filing of a plan of reorganization.
Because the Debtors have filed the Plan, the Transaction Fee is
payable on the earlier of the effective date of the Plan, or one
year after the date of the filing of the Plan.

In partial consideration for the Transaction Fee, the Debtors and
A&M have agreed to a 10% discount in A&M's hourly rates.

A&M will also be reimbursed for reasonable out-of-pocket expenses
incurred.

A&M received $500,000 as a retainer in connection with preparing
for and conducting the filing of the Debtors' Chapter 11 cases.
In the 90 days before the Debtors' bankruptcy filing, A&M received
payments totaling $1,884,874 in the aggregate for services
performed for the Debtors.  During the same period, A&M received
an additional retainer of $250,000 to bring total retainers
received to $500,000.

Shawn Hassel, the managing director of A&M, is leading the
assignment.  Mr. Hassel assured the Court his firm is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Court Okays Pachulski Stang as Chapter 11 Counsel
---------------------------------------------------------------
William Lyon Homes obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Pachulski Stang Ziehl
& Jones LLP as its Chapter 11 counsel.

As reported by the Troubled Company Reporter on Dec. 28, 2011, the
principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

          Laura Davis Jones                  $895
          David M. Bertenthal                $775
          Joshua M. Fried                    $650
          Shirley S. Cho                     $650
          Timothy P. Cairns                  $495
          Kathleen P. Makowski               $475
          Monica Molitor                     $255

Pachulski received payments from the Debtors during the year prior
to the Petition Date in the amount of $1,100,000 including the
Debtors' aggregate filing fees for these cases, in connection with
its prepetition representation of the Debtors.

Ms. Jones, a partner at the firm, attests that Pachulski does not
hold or represent any interest adverse to the Debtors' estates,
the firm is a "disinterested person" as that phrase is defined in
section 101(14) of the Bankruptcy Code, and its employment is
necessary and in the best interests of the Debtors and their
estates.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Court Okays Sitrick as Communications Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
William Lyon Homes and its debtor-affiliates to hire Sitrick and
Company as corporate communications consultant in their Chapter 11
cases.

As reported by the Troubled Company Reporter on Dec. 28, 2011, the
Debtors first engaged Sitrick to provide corporate communications
services with respect to a possible chapter 11 filing, with the
effective date of retention being Sept. 27, 2011.  During the
period leading up to the Petition Date, Sitrick worked closely
with the Debtors to develop a comprehensive communications
strategy and materials which were used in the public announcement
of the Chapter 11 Cases.

Now that the Chapter 11 Cases have commenced, the Debtors require
expert corporate communication services because their going
concern value depends on the strength of their reputation.  The
Debtors said the uncertainty and stigma associated with an in
court restructuring may negatively affect the Debtors' reputation
if not properly addressed and managed, causing the Debtor's to
lose business.  The Debtors believe that Sitrick's services and
advice will assist them in preserving their going concern value
through this restructuring.

Sitrick has agreed to represent the Debtors and charge, in
connection with its professionals providing the Services related
to these Chapter 11 cases, hourly rates for its services, which
rates range from $185 to $495, depending on the particular
professional.  The hourly rates applicable to the professionals
initially contemplated to represent the Debtors are:

          Anita-Marie Laurie ($495);
          Tom Becker ($495);
          Aaron Curtiss ($495);
          Danielle Newman ($200);
          Ashley Cantwell ($185); and
          Rose Kautz ($185)

Rates for senior professionals have been reduced by $100 per hour
from $595 to $495 for this engagement.

Ms. Laurie attests that Sitrick (i) has no connection with the
Debtors, its creditors, or other parties in interest in the
Chapter 11 Cases; (ii) does not hold any interest adverse to the
Debtors' estates; and (iii) is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) thereof.

On Oct. 21, 2011, Sitrick received a retainer fee of $162,000 for
the services.  Sitrick was paid $159,000 from the Retainer,
leaving an approximate retainer balance of $3,000 as of the
Petition Date.

Also on Oct. 21, 2011, Sitrick was paid an expense advance in the
amount of $5,000 to cover reasonable and necessary out-of-pocket
expenses incurred by Sitrick.  Out-of-pocket expenses may include,
but are not limited to, travel, printing, postage, messenger,
telephone, fax, copy charges and courier services incurred by
Sitrick.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Can Tap Irell & Manella as Special Corporate Counsel
------------------------------------------------------------------
William Lyon Homes and its debtor-affiliates sought and obtained
an order from the U.S. Bankruptcy Court for the District of
Delaware to employ Irell & Manella LLP as their special corporate,
tax and litigation counsel.

The firm will provide services that will not be duplicative of
those provided by the Debtors' general bankruptcy counsel:

   (a) Corporate Related Services:

       1) Continue to provide general corporate services;

       2) Attend board and committee meetings to provide the
          Directors' Board and Committee with advice on decisions
          that they need to make during the course of the Debtors'
          Chapter 11 cases;

       3) Assist the Debtors in completing necessary real estate
          acquisitions, sales and financing services over the
          course of the Debtors' Chapter 11 cases; and

       4) Prepare and review any regulatory filings that become
          due as a result of the Debtors' Chapter 11 cases.

   (b) Tax Related Services:

       1) Provide tax advice as it become necessary during the
          course of the Debtors' Chapter 11 cases; and

       2) Provide advice on the impact and tax implications of the
          reorganization and undertake actions to minimize the tax
          consequence of the reorganization.

   (c) Litigation Related Services:

       1) Defend the Debtors, as requested, during the course of
          their Chapter 11 cases; and

       2) Prosecute actions, as requested, that arise during the
          Debtors' Chapter 11 cases.

The Debtors will pay the firm based on these hourly rates:

   Name               Position      Area of Law              Rate
   ----               --------      -----------              ----
   Richard Sherman    Partner       Corporate/Litigation     $945
   Kyle Kawakami      Partner       Corporate                $800
   Meredith Jackson   Partner       Corporate                $800
   Jeffrey Reisner    Partner       Corporate/Reorganization $810
   Elliott Frier      Of Counsel    Tax                      $800
   Kerri Lyman        Associate     Reorganization           $605
   Kate Krause        Associate     Tax                      $490
   Colin Murray       Associate     Corporate                $335
   Sue Morgan         Sr. Paralegal Corporate                $285

Before the Debtors' bankruptcy filing, I&M received $100,000 as a
retainer.  The firm also received $4,917,759 as payments from the
Debtors and certain non-debtor subsidiaries during the year before
the Debtors' bankruptcy filing in connection with its prepetition
representation.  I&M is owed $1 million as of the Debtors'
petition date.

Mr. Sherman assured the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WILLIAM LYON: Taps Newmeyer & Dillon as Special Litigation Counsel
------------------------------------------------------------------
William Lyon Homes and its debtor-affiliates sought and obtained
an order from the U.S. Bankruptcy Court for the District of
Delaware to employ Newmeyer & Dillion LLP as special litigation
counsel.

The firm will:

   (a) provide non-bankruptcy advice to the Company and assist
       Bankruptcy Counsel with respect to legal issues arising in
       or relating to the Company's ordinary course of business;
       and

   (b) perform the range of services historically provided to the
       Debtors by Newmeyer and normally associated with matters as
       the Company's special corporate litigation.

John O'Hara, Esq., one of the firm's partners, disclosed that in
the one-year period preceding the Debtors' bankruptcy filing,
Newmeyer received payments from the Debtors totaling $2,301,333
with respect to services rendered to the Company.  As of Dec. 1,
2010, the firm has earned fees and incurred reimbursable expenses
on account of its services totaling $2,240,855.  As of Dec. 1,
2010, Newmeyer is owed $619,415 on account of services rendered
prepetition.  The firm's hourly rates range from $310 to $445 for
partners, $190 to $290 for associates and $155 for legal
assistants and paralegals.

Mr. O'Hara can be reached at:

          John O'Hara, Esq.
          Newmeyer & Dillion LLP
          895 Dove Street, Fifth Floor
          Newport Beach, CA 92660
          Tel: (949) 854-7000
          Fax: (949) 854-7099
          E-mail: john.ohara@ndlf.com

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WJB CAPITAL: Brokerage Firm Closes Operations
---------------------------------------------
The Wall Street Journal's Liz Moyer and Jenny Strasburg report
that the 100-person brokerage firm WJB Capital Group Inc., said
just after Jan. 1 it was shutting down because of financial
difficulties.  WJB is a closely held agency broker.


* Media Groups Line Up to Challenge Delaware Chancery Court
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Reporters
Committee for Freedom of the Press, Associated Press, New York
Times Co., Washington Post Co. and other news organizations joined
a legal challenge mounted by a Delaware open-government group
against Delaware's Court of Chancery.


* Recovery of U.S. Auto Makers, Suppliers Leads to Job Gains
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that big auto makers
and their suppliers are spending billions to expand and retool
U.S. factories, pushing heartland states to jockey to land new
auto jobs.


* Steven D. Usdin Joins Flaster/Greenberg as Shareholder
--------------------------------------------------------
Seasoned bankruptcy attorney Steven D. Usdin has joined
Flaster/Greenberg PC as a shareholder in the Bankruptcy, Financial
Restructuring and Risk Management Department.

Mr. Usdin, who will work in the firm's Philadelphia office, was
most recently a partner in the Business Practice Group at Cohen
Seglias Pallas Greenhall & Furman P.C. Prior to working at Cohen
Seglias, Usdin was Managing Partner of Adelman Lavine Gold and
Levin, a boutique bankruptcy firm that was located in the
Philadelphia region.

Earlier this month, Flaster/Greenberg announced the arrival of
Nella Bloom, also a bankruptcy attorney, from Cohen Seglias.
Licensed to practice law in Delaware, New Jersey and Pennsylvania,
Bloom focuses her practice on general bankruptcy and corporate
matters.

Mr. Usdin focuses his practice on commercial and personal
bankruptcy, general corporate and transactional matters and
commercial litigation. With more than 30 years experience in the
legal services industry, he has appeared on behalf of debtors,
creditors and equity security holders' committees, and secured
creditors in a variety of proceedings at the Trial and Appellate
levels in State and Federal Courts.

"Steven is a welcomed addition to our firm and to our Bankruptcy
Practice," said Peter R. Spirgel, Managing Shareholder and Chief
Operating Officer of Flaster/Greenberg.  "His extensive history in
bankruptcy and litigation, and understanding of our clients'
needs, make him an outstanding addition to the firm."

A frequent lecturer and author, Mr. Usdin speaks and writes on
topics of interest in his areas of expertise and has been trustee
and director for several charitable organizations in the
Philadelphia area. Licensed to practice law in both New York and
Pennsylvania, Mr. Usdin is a graduate of Brooklyn Law School and
received his BA from the University of Rochester.

Mr. Usdin will join several Bankruptcy shareholders in the firm's
Philadelphia office, including Gene Chikowski, chair of the
Bankruptcy practice group; William Burnett, a member of the firm's
Executive Committee; and Harry Giacometti, who joined the firm in
June 2011.

Mr. Usdin may be reached at:

          Steven D. Usdin, Esq.
          FLASTER/GREENBERG PC
          4 Penn Center
          1600 JFK Boulevard, 2nd Floor
          Philadelphia, PA 19103
          Tel: 215-279-9393
          Fax: 215-279-9394
          E-mail: steven.usdin@flastergreenberg.com


* Thompson Hine's Alan Lepene to Be Inducted Into American College
------------------------------------------------------------------
Thompson Hine disclosed that Alan R. Lepene was selected to become
a Fellow of the American College of Bankruptcy, one of the premier
legal associations in the United States.

Lepene is one of 36 nominees in the 23rd class of Fellows who will
be inducted in a ceremony at the U.S. Supreme Court in March 2012.
The Fellows, from the United States and abroad, are being honored
and recognized for their professional excellence and exceptional
contributions to the fields of bankruptcy and insolvency.
Nominees are extended an invitation based on a record of
achievement reflecting the highest standards of professionalism.
The College was formed in 1989 and now has 789 Fellows, each
selected by a board of regents from among recommendations of the
circuit admissions council in each federal judicial circuit and
specially appointed committees for judicial and foreign Fellows.

"Alan's commitment to our clients, the firm and the legal
profession makes him a great addition to the College," said David
Hooker, Thompson Hine's managing partner.  "He has mentored many
of our lawyers and counseled numerous clients through difficult
bankruptcy issues.  We congratulate Alan on this well-deserved
national recognition and are proud of his achievements."

Lepene, a partner in the Cleveland office, leads the firm's
Business Restructuring, Creditors' Rights & Bankruptcy practice.
With more than 40 years of experience, Lepene is recognized by
Chambers USA: America's Leading Lawyers for Business in the area
of Bankruptcy/Restructuring, has been selected by his peers for
inclusion in The Best Lawyers in America for Bankruptcy and
Creditor Debtor Rights/Insolvency and Reorganization Law, and was
named by Ohio Super Lawyers as one of the top attorneys in Ohio
(Bankruptcy & Creditor/Debtor Rights) for 2011.

Lepene focuses his practice on bankruptcy (primarily Chapter 11
reorganizations), workouts and commercial litigation. He has
significant experience representing senior lenders in major
bankruptcy cases and workouts and representing creditors'
committees and debtors in Chapter 11 cases.  His representations
have spanned a variety of industries including chemicals,
manufacturing, construction, retail and energy.

He earned his J.D., magna cum laude, from the University of
Michigan and his A.B., summa cum laude, from Ohio University.

                       About Thompson Hine

Established in 1911, Thompson Hine LLP --
http://www.ThompsonHine.com/--  is a business law firm dedicated
to providing superior client service.  The firm has been
recognized for ten consecutive years as a top law firm in the
country for client service excellence in The BTI Client Service A-
Team: Survey of Law Firm Client Service Performance.  With offices
in Atlanta, Cincinnati, Cleveland, Columbus, Dayton, New York and
Washington, D.C., Thompson Hine serves premier businesses
worldwide.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 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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