TCR_Public/120224.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 24, 2012, Vol. 16, No. 54

                            Headlines

207 REDWOOD: Plan Confirmation Hearing Continued Until April 24
ACCESS PHARMACEUTICALS: Has Prospectus for $10-Mil. Shares Sale
AHERN RENTALS: Committee Taps Downey Brand as Nevada Counsel
AMERICAN AIRLINES: Paul Hastings Hiring Approved on Interim
AMERICAN AIRLINES: PSAs Want Official Retirees Committee

AMERICAN AIRLINES: Wins DOT Nod of Hainan Codeshare Deal
AMERICAN AIRLINES: Reports January 2012 Traffic Results
AMERICAN AIRLINES: AA Flight Attendant Want New Management
AMERICAN SCIENTIFIC: Austin Kazinetz Appointed to Board
AMERICAN SCIENTIFIC: May Issue 302-Mil Shares if Notes Converted

ANTERION THERAPEUTICS: Voluntary Chapter 11 Case Summary
APOLLO MEDICAL: Names Health Care Exec. Ted Schreck as Chairman
ARCADIA RESOURCES: Incurs $9.7 Million Net Loss in Dec. 31 Qtr.
ARCTIC GLACIER: Pursues Recapitalization Via CCAA Filing
BERNARD L. MADOFF: $59BB Racketeering Claims Vs. UniCredit Junked

BIOLIFE SOLUTIONS: Grants CFO Option to Buy 250,000 Common Shares
BOOMERANG SYSTEMS: Incurs $3 Million Net Loss in Dec. 31 Quarter
BRYCO ARMS: Owner's Ex-Wife Liable for Fraudulent Transfer
BULL POINT: Case Summary & 20 Largest Unsecured Creditors
CARPENTER CONTRACTORS: DIP Loan, Cash Coll. Access Ends May 1

CDC CORP: Court Approves Share Sale Deal with Vista Affiliate
CEMTREX INC: Reports $190,000 Net Income in Dec. 31 Quarter
CHARLES RIVER: Moody's Affirms 'Ba2' Corporate Family Rating
CHURCH STREET: To Have Sale Deal With Garrison in Few Days
CHURCH STREET: Updated Case Summary & Creditors' Lists

CICERO INC: Anthony Pizi Resigns as Board Member
CIT GROUP: CEO John Thain Sells Shares to Pay Tax
COLONIAL GOLF: Voluntary Chapter 11 Case Summary
COMMSCOPE INC: Moody's Says Loan Price Reduction No Impact on CFR
COMMSCOPE INC: S&P Affirms 'B+' Corporate Credit Rating

COYOTES HOCKEY: NHL to Finalize Sale on Franchise
CROATAN SURF: Hearing on Plan Outline Continued Until April 4
CRYOPORT INC: Incurs $2.1 Million Net Loss in Dec. 31 Quarter
CRYSTAL HOMES: Case Summary & 20 Largest Unsecured Creditors
CYCLONE POWER: Completes Acquisition of Advent Power Systems

CYTOCORE INC: Clint Severson Resigns from Board of Directors
DELTA PETROLEUM: Amends Schedules of Assets and Liabilities
DELTA PETROLEUM: Moves to Protect $1.1 Billion in Tax Benefits
DYNEGY INC: Disclosure Statement Hearing Pushed Back to March 9
DYNEGY INC: Defends Same Grouping of Senior and Subordinated Debt

DYNEGY INC: Examiner Proposes to Tap DWP&V as Tax Counsel
DZF PROPERTIES: Can Hire Grubb & Ellis as Real Estate Broker
EAST HARLEM: Plan Exclusivity Extended to April 13
EASTMAN KODAK: Application to Tap Lazard as Investment Banker
EASTMAN KODAK: Agrees to Proceed With Trial on RIM Patent Suit

EASTMAN KODAK: Sec. 341 Meeting of Creditors Set for March 12
EASTMAN KODAK: Gets Final Approval to Borrow $950 Million
EASTMAN KODAK: Apple Proposes to Prosecute Patent Complaint
ELEPHANT TALK: Steven Velden Discloses 7.6% Equity Stake
ESTATE FINANCIAL: Ch. 11 Trustee Wants Litigation Claims Expert

EUROMAX INT'L: Moody's Affirms 'Caa1' Corp. Family Rating
EVERYWARE INC: S&P Assigns Prelim. 'B' Corporate Credit Rating
FANNIE MAE: Legal Fees Cost Taxpayers Almost $50 Million
FILENE'S BASEMENT: Equity Committee Wants to File Competing Plan
FLINT ENERGY: Moody's Reviews 'B1' Corp. Rating for Upgrade

FLINT ENERGY: S&P Puts 'BB-' Corp. Credit Rating on Watch Pos.
FREDERICK WENDT-HUGHES: Attorney's Lawsuit Survives Dismissal Bid
FULLER BRUSH: Files for Chapter 11 in Manhattan
FULLER BRUSH: Voluntary Chapter 11 Case Summary
GAGE'S LONG: Judge Approves Plan to Sell Assets to Big Cedar

GALP CYPRESS: Case Dismissal Hearing Scheduled for March 6
GENERAL MARITIME: Plan Omits Crucial Info, BNY Mellon Says
GENERAL MOTORS: In Talks With Peugeot Citroen on Possible Alliance
GOLDENPARK LLC: Fails to File Plan, MORs; Case Dismissed
GRUBB & ELLIS: Wins Interim Approval of BGC Partners DIP Loan

GRUBB & ELLIS: Organizational Meeting Today to Form Committee
GRUBB & ELLIS: Taps Togut Segal as Bankruptcy Counsel
GSS BUSINESS: Case Summary & 4 Largest Unsecured Creditors
HMC/CAH: Has Until April 10 to File a Chapter 11 Plan
HOSTESS BRANDS: U.S. Trustee Protests New Contract for Chief

HOVNANIAN ENTERPRISES: Regains Compliance with NASDAQ Rule
HYPERION FOUNDATION: Court Sides With Landlord in Contract Rift
INGRID E. TRENKLE: Case Summary & 7 Largest Unsecured Creditors
INTEGRATED BIOPHARMA: Incurs $784,000 Net Loss in Dec. 31 Qtr.
INVESTCORP BANK: Fitch Cuts Issuer Default Ratings to 'BB'

IVOICE INC: Former President Inks Note Exchange Pact with ASRC
JANE ADDAMS: Chicago Charity Files for Chapter 7 Bankruptcy
JEWISH COMMUNITY: Wants to Hire Bederson & Company as Accountant
JIM PALMER: Dist. Court Has Jurisdiction on Navistar Lawsuit
KM ASSOCIATES: Court Wants Agreed Order on Cash Use

LA BUENA: Case Summary & 3 Largest Unsecured Creditors
LAND CONSERVANCY: Congregation Wins Tiff Over Elkins Park Property
LEHMAN BROTHERS: Committee Members Seek $26.3MM in Fees, Expenses
LEHMAN BROTHERS: Wants to Subpoena Treasury's Geithner
LEHMAN BROTHERS: CDO Holders Sue LBSF, BNY

LEHMAN BROTHERS: Fontainebleau Counterclaims Stay Put
LEHMAN BROTHERS: Barclays Asks Court to Enforce $50-Bil. Deal
LEHMAN BROTHERS: Court Grants Ch. 15 Protection to Australian Unit
LEHMAN BROTHERS: Aussie Court Reopens Investors' Class Suit
LIMA'S TASTE: Blames Economic Downturn for Bankruptcy Filing

LOS ANGELES DODGERS: Cleared by Judge to Move Forward With Plan
MACROSOLVE INC: Issues Convertible Debentures and Warrants
MARKETING WORLDWIDE: Incurs $2.1 Million Net Loss in Dec. 31 Qtr.
MAYSVILLE INC: Chapter 11 Reorganization Case Dismissed
MCDONALD BROTHERS: Has Final OK to Use BB&T Cash Collateral

METHANEX CORP: Moody's Assigns 'Ba1' Corporate Family Rating
MF GLOBAL: Trustee Proposes Freeh Sporkin as Regulatory Counsel
MF GLOBAL: Trustee Proposes Freeh Group as Advisor
MF GLOBAL: Trustee Proposes FTI as Financial Advisor
MF GLOBAL: Slaughter and May Shares Info on Clients

MF GLOBAL: Committee Proposes to Retain Capstone as Advisor
MF GLOBAL: Committee Wins OK for Dewey & LeBoeuf as Attorneys
MFJT LLC: Has Access to BACM 2007's Cash Collateral Until Feb. 29
MILL RIVER: Case Summary & 20 Largest Unsecured Creditors
MONEYGRAM INT'L: Silver Point Ceases to Own 5% of Common Shares

MONEYGRAM INT'L: Thomas Lee Discloses 50.8% Equity Stake
MOUNTAIN CITY: To Present Plan for Confirmation on April 16
NEBRASKA BOOK: Judge Gives April 23 Deadline to File New Plan
NEW DIRECTION: Case Summary & 11 Largest Unsecured Creditors
NORANDA ALUMINUM: Moody's Affirms 'B1'; Outlook Negative

NORANDA ALUMINUM: S&P Affirms 'B+', Gives Stable Outlook
NORTHERN BERKSHIRE: Hearing on Further Cash Access Set for April 2
NORTHERN BERKSHIRE: Fine-Tunes Plan Ahead of April 2 Hearing
NORTHWEST PARTNERS: Files Plan; Disclosures Hearing April 26
PAPILLON ISLAND: Voluntary Chapter 11 Case Summary

PARMALAT SPA: 2nd Cir. Sends Securities Litigation to Illinois
PEAK BROADCASTING: Court Approves Reorganization Plan
PEGASUS RURAL: Plan Provides Transfer of 700MHz Assets to NewCo
PERFORMANT FIN'L: S&P Assigns Prelim. 'B+' Corp. Family Rating
QUIGLEY CO: Has Until Aug. 24 to Settle Creditor Claims

QUINCY MEDICAL: 2 Officers Seek $603,000 in Severance Pay
RAMZ REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
RCR PLUMBING: Has Access to Cash Collateral Until Aug. 13
RCR PLUMBING: Gets Extension of Deadline to Decide on Leases
RCR PLUMBING: Court Sets March 30 as Claims Bar Date

RCR PLUMBING: Has OK to Hire Oliva and Assoc. as Special Counsel
RCR PLUMBING: Gets Nod to Hire KCC as Claims Agent
REICHHOLD INDUSTRIES: Cut by Moody's to Caa3 After Missed Payment
RESPONSE GENETICS: Regains NASDAQ Compliance
ROTHSTEIN ROSENFELDT: Fund Objects to $70MM Bank Settlement

RP EDGINGTON: Voluntary Chapter 11 Case Summary
SBA COMMS: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
SEARCHMEDIA HOLDINGS: Names Peter Tan as Chief Executive Officer
SHAMROCK-SHAMROCK: Has Jeffrey Badgley for State Suit
SKINNY NUTRITIONAL: Signs Exclusive Pact with Cott Subsidiary

SNOKIST GROWERS: Wants to Use $75,000 for Repair and Maintenance
SOUTHWEST HEALTH: Case Summary & 3 Largest Unsecured Creditors
SRCR LLC: Case Summary & 6 Largest Unsecured Creditors
SWAMI SHREE: Can Use Cash Collateral Through March 16
TELECONNECT INC: Incurs $1.2 Million Net Loss in Dec. 31 Quarter

TELLICO LANDING: Has Until Today to File New Plan Documents
TRIBUNE CO: Says SLCFC Actions Will Delay Plan Process
TRIBUNE CO: $30-Mil. Letter of Credit Extended to April 2013
TRIBUNE CO: Asks for Court Nod of Local TV License Agreement
VENOCO INC: S&P Keeps 'B' Corporate Credit Rating on Watch Neg.

WASHINGTON MUTUAL: Former Execs Balk at Plan for D&O Claims
WAVE2WAVE COMMUNICATIONS: Meeting to Form Committee on Feb. 29
WILSON INTERNATIONAL: Files for Chapter 11 in Delaware
WILSON INTERNATIONAL: Voluntary Chapter 11 Case Summary
WYNN RESORTS: Fitch Affirms 'BB' Amid Suit vs. Board Member

WYNN RESORTS: S&P Affirms 'BB+' on Reduced Flexibility

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

207 REDWOOD: Plan Confirmation Hearing Continued Until April 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
continued until April 24 and 25, 2012, at 10:00 a.m., the hearing
to consider the confirmation of 207 Redwood LLC's Amended Chapter
11 Plan.

At the hearing, the Court will also consider the objections filed
by creditors RL BB Financial, LLC, and Koam Construction, Inc.

The Court approved the Disclosure Statement on Nov. 23, 2011.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Plan contemplates the completion of the Debtor's building
project in Baltimore, Maryland, and the transfer of ownership to
an entity named Harbor Hotel Developers LLC.  Payments made under
the Plan after the Effective Date will be derived from (a) income
generated by the operations of the Reorganized Debtor and (b) the
additional capital provided by a "new investor."

The new investor, Harbor Hotel Developers LLC, will make available
the sum of $3.5 million in exchange for interests of the
Reorganized Debtor.  Of the capital contribution, $1 million is
allocated for the completion of renovations and construction-
related expenses; $1.5 million is for furniture, fixtures and
equipment; and $1 million in reserves for operations, unexpected
expenses and funding of the Plan.

The Plan designates 8 Classes of Claims and Interests:

   Class 1. Holder of the Secured Claim of FNA Maryland

   Class 2. Holder of the Secured and Unsecured Claim of the BB&T
            Note Holder

   Class 3. Holders of Class A Creditors

   Class 4. Holder of Koam Claim

   Class 5. Holder of L.J. Brossoit Claim

   Class 6. Holder of Sherwin-Williams Claim

   Class 7. Allowed Unsecured Claims

   Class 8. Interests

The holder of the Class 1 secured claim of $184.9 million will
receive payment equal to 100% of its allowed claim on the
effective date of the Plan.  Creditors in other classes are
impaired under the Plan.

The holder of the Class 2 Claim of $14.2 million will receive
100% of the allowed amount of its secured claim up to
$10.8 million, the value of the BB&T Note Holder's interest in the
Property, over time, and the allowed amount of its Unsecured Claim
up to $3.4 million will be paid under Class 7.

Because the Remaining Secured Claims exceed the value of the
Debtor's property, these claims will be treated as Unsecured
Claims.  The Holder of the Class 3 secured claim of $6 million
will receive payment on the terms set forth for Class 7 under the
Plan.

The holder of the Class 4 secured claim of $1 million will receive
$50,000 in five consecutive monthly installments.

The holder of the Class 5 secured claim ($65,000) will receive
$3,100 in five consecutive monthly installments, and the Holder of
the Class 6 Secured Claim ($60,000) will receive $3,050 in five
consecutive monthly installments.

Holders of allowed secured claims in Class 4 ($1 million), Class 5
($65,000), and Class 6 ($60,000) will receive $50,000, $3,100, and
$3,050, respectively, in five consecutive monthly installments.

Holders of unsecured claims aggregating $11.9 million, which
includes the allowed unsecured claims from Class 2 ($3.4 million)
and Class 3 ($6.0 million), will share Pro Rata in the $100,000 to
be provided by Harbor Hotel.

Upon confirmation of the Plan, the Holders of Interests in the
Debtor will not receive or retain anything on account of their
Interests, and their Interests will be canceled and extinguished
as of the Effective Date.

A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/207Redwood.DS.3rdAmendedPlan.pdf

                        About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney,
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14.5 million in assets and $24.1 million in liabilities as of the
Petition Date.


ACCESS PHARMACEUTICALS: Has Prospectus for $10-Mil. Shares Sale
---------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 relating to the Company's offering
of an indeterminate amount of units, each unit consisting of one
share of the Company's common stock and warrants to purchase up to
an additional indeterminate share of the Company's common stock.
The units will separate immediately and the common stock and
warrants will be issued separately and the common stock will trade
separately.

The proposed maximum aggregate offering price is $10 million.

The Company's common stock is presently listed on the Over-the-
counter Bulletin Board under the symbol "ACCP".  The Company does
not intend to apply for listing of the warrants on any securities
exchange.  On Feb. 17, 2011, the last reported sale price of the
Company's common stock on the OTC BB was $1.37 per share.

A full-text copy of the Form S-1 is available for free at:

                        http://is.gd/oHDtWi

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

The Company reported a net loss of $7.54 million in 2010 compared
with a net loss of $17.34 million in 2009.  The Company also
reported a net loss of $2.81 million for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$2.22 million in total assets, $25.68 million in total
liabilities, and a $23.46 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


AHERN RENTALS: Committee Taps Downey Brand as Nevada Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ahern Rentals,
Inc., asks the Bankruptcy Court for authority to retain Downey
Brand LLP as local Nevada counsel.

Downey Brand has agreed to provide the Committee:

   a. advice on Nevada law and local practice;

   b. representation before the Bankruptcy Court in Nevada;

   c. assistance with preparation and filing of Bankruptcy Court
      documents; and

   d. other services as may be requested by the Committee.

The firm's Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., will be primarily responsible for performing services for
the Committee.

The customary hourly rates for each professional initially
assigned to the case are:

     Name                     Position         Rate
     ----                     --------         ----
     Sallie B. Armstrong      Partner          $410
     Michelle N. Kazmar       Associate        $295

In addition, Downey Brand's paralegals bill between $145 and $250
per hour.

Downey Brand can be contacted at:

         Sallie B. Armstrong, Esq.
         DOWNEY BRAND LLP
         427 West Plumb Lane
         Reno, Nevada 89509
         Tel: (775) 329-5900
         Fax: (775) 786-5443
         E-mail: reno@downeybrand.com

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

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.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AMERICAN AIRLINES: Paul Hastings Hiring Approved on Interim
-----------------------------------------------------------
The Bankruptcy Court approved, on an interim basis, American
Airlines' application to employ Paul Hastings LLP as their special
labor counsel, nunc pro tunc to the Petition Date.

The Court will consider final approval of the Debtors'
Application on February 29, 2012.  Objections are due no later
than Feb. 24.  Before the Final Hearing and pending further order
of the Court, no compensation or expense reimbursement will be
paid by the Debtors to Paul Hastings.

As special labor counsel, Paul Hastings will advise the Debtors
regarding litigation, labor and employment law.  The firm will
also assist the Debtors in objecting to and litigating any
potential bankruptcy claims by employees or unions.

The firm will be paid on an hourly basis for its services and will
be reimbursed of its expenses.  Its hourly rates range from $585
to $1,100 for partners and counsel, $345 to $790 for associates,
and $50 to $460 for paraprofessionals.

Scott Flicker, Esq., a member of Paul Hastings LLP disclosed in
court papers that his firm does not represent any interest adverse
to the Debtors or their estates.

Mr. Flicker may be reached at:

        Scott Flicker, Esq.
        PAUL HASTINGS LLP
        875 15th Street, N.W.
        Washington, D.C. 20005
        Tel: (202) 551-1726
        Fax: (202) 551-0126
        E-mail: scottflicker@paulhastings.com


AMERICAN AIRLINES: PSAs Want Official Retirees Committee
--------------------------------------------------------
The Ad Hoc Committee of Passenger Service Agents in American
Airlines' Chapter 11 cases asks Judge Sean Lane to direct
appointment of an official committee of retired employees pursuant
to Section 1114(d) of the Bankruptcy Code.

Susan Jennik, Esq., at Kennedy, Jennik & Murray, P.C., in New
York -- sjennik@kjmlabor.com -- asserts that thousands of
passenger service agents employed by American Airlines, Inc. paid
thousands of dollars during their employment to ensure that they
would have medical benefits when they retired.  The Debtors are
now proposing to eliminate medical benefits for retirees who were
promised that they would have their prefunded medical benefits
upon their retirement and who retired in reliance on that
promise, she points out.

These individuals are retirees of AA who paid in advance for
retiree medical benefits and are receiving medical and life
insurance benefits subsidized by AA:

    * Carolyn Collier
    * Dorothy Gorecki
    * Arlene Milom

Each of these retirees, Ms. Jennik tells the Court, is interested
in serving on a Retirees Committee appointed pursuant to Section
1114(d) of the Bankruptcy Code.

Ms. Jennik insists that cause exists to appoint a Retirees
Committee at this time because the Debtors have made it clear
that they are proposing to modify retiree benefits.  She contends
that repayment of the prefunded amount paid by retirees does not
adequately compensate them for losing the benefits which they
were promised and on which they relied in making their decisions
to retire.  Moreover, a Retirees Committee should be reflective
of all groups of retirees whose benefits are being modified and
should include representatives of the passenger service agents,
representatives and planners, she adds.

The Court will consider the Ad Hoc Committee's request on
February 29, 2012.  Objections are due no later than Feb. 22.

                      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).


AMERICAN AIRLINES: Wins DOT Nod of Hainan Codeshare Deal
--------------------------------------------------------
American Airlines, a founding member of oneworld(R), publicly
thanked the U.S. Department of Transportation (DOT) for granting
its request to approve a reciprocal codeshare agreement with
Hainan Airlines of the People's Republic of China.

"This decision comes after Chinese Vice President Xi Jinping
appeared at the White House on Tuesday with President Barack
Obama, who stressed that the U.S. is focused on building a better
economic and strategic relationship between the two nations,"
said Will Ris, American's Senior Vice President -- Government
Affairs.  "In this spirit, American applauds the president and
DOT for their approval of the proposed codeshare relationship
between American and Hainan Airlines, China's fourth largest
carrier.

"This new codeshare relationship will promote travel and tourism
and further strengthen economic and cultural ties between the U.S.
and China," Mr. Ris added.  "A codeshare relationship will allow
American and Hainan to efficiently connect Chinese air travelers
from cities throughout China to the U.S. via Beijing and Shanghai.
Similarly, the approval will create more convenient travel options
for U.S. consumers when traveling to China."

With this approval, Hainan will be able to display the AA*
designator code on its flights between the U.S. and China
(currently Seattle-Beijing) and on its flights within China beyond
American's Beijing and Shanghai gateways.  In addition, American
may now display the HU* code on its flights between the U.S. and
China (currently Chicago-Beijing, Chicago-Shanghai and Los
Angeles-Shanghai) and on flights operated by American within
the U.S. beyond Hainan's Seattle gateway.

                      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).


AMERICAN AIRLINES: Reports January 2012 Traffic Results
-------------------------------------------------------
American Airlines reported a January load factor of 78.5 percent,
an increase of 2.7 points versus the same period last year.
Traffic increased 1.4 percent, while capacity was lower by 2.1
percent year-over-year.

International traffic increased 5.0 percent relative to last year
as capacity increased 1.2 percent, resulting in an increase in
international load factor of 2.9 points versus January last year.
Domestic load factor was 78.0 percent, an increase of 2.6 points
year-over-year.  Domestic capacity and traffic were 4.4 percent
and 1.1 percent lower year-over-year respectively.

               American Airlines Passenger Division
              Comparative Preliminary Traffic Summary
                      Excludes Charter Services

                                    January
                                2012         2011     Change
                                ----         ----     ------
Revenue Passenger Miles ('000)
System                     10,004,510    9,868,063       1.4%
D.O.T. Domestic            5,821,010    5,884,828      (1.1%)
International              4,183,500    3,983,236       5.0%
Atlantic                   1,186,096    1,150,263       3.1%
Latin America              2,384,593    2,311,038       3.2%
Pacific                      612,811      521,935      17.4%

Available Seat Miles ('000)
System                     12,740,158   13,019,838      (2.1%)
D.O.T. Domestic            7,467,575    7,807,739      (4.4%)
International              5,272,583    5,212,098       1.2%
Atlantic                   1,569,722    1,704,570      (7.9%)
Latin America              2,939,341    2,838,837       3.5%
Pacific                      763,520      668,691      14.2%

Load Factor
System                          78.5%        75.8%    2.7pts.
D.O.T. Domestic                78.0%        75.4%    2.6pts.
International                  79.3%        76.4%    2.9pts.
Atlantic                       75.6%        67.5%    8.1pts.
Latin America                  81.1%        81.4%   (0.3pts.)
Pacific                        80.3%        78.1%    2.2pts.

Passengers Boarded          6,769,282    6,706,457       0.9%

System Cargo Ton Miles ('000) 135,653      137,744      (1.5%)

Note: All load factor numbers rounded to nearest tenth of a
percent.

                      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).


AMERICAN AIRLINES: AA Flight Attendant Want New Management
----------------------------------------------------------
"Dear Sky Steward" creator Gailen David has said in a press
release that a controversial series of YouTube videos mocking a
flight attendant's bosses at American Airlines has morphed into an
all-out grassroots movement to remove the upper-management team
now running American Airlines.  AMR's bankruptcy filing in
November was followed by an announcement of extensive layoffs and
planned pay cuts at the airline.  Multi-million-dollar bonuses and
lavish perks were paid to top executives while 15,000 employees
expect to lose their jobs and benefits.

A Web site has been created -- http://www.sAAveAA.com-- to allow
American employees, the traveling public and workers everywhere to
sign the petition online asking that the leadership at American be
replaced during the reorganization.  Once 250,000 signatures are
collected, the petition will be turned over to Judge Sean Lane,
who is presiding over the American Airlines bankruptcy case.
Gailen David, a 24-year flight attendant with American, has been
joined in this campaign by thousands of supporters gained through
the popularity of his videos and blogs.

Why would a flight attendant put his job at risk by speaking out
so publicly against his employer?

"The current management team has led American though more than a
decade of profound decline in customer service, leadership,
financial stability and employee morale. The time has come to take
a new direction.  We ask Judge Lane to put an end to the madness
and bring in proven, competent leadership to help create a new
American Airlines," says David, who recently released a series of
videos on YouTube poking fun at the management of American
Airlines.

A "Message to American Airlines Flight Attendants" was the first
video released on YouTube by David -- now on a leave of absence.
In the video, dressed as a female airline executive with a Texas
accent, Mr. David reads a letter sent to flight attendants by
American's Vice President of Onboard Services, Lauri Curtis.  His
tongue-in-cheek, saccharin-laced rendition of the letter resonated
with employees and the public alike and quickly reached viral
status on the Internet.

"The response from other American Airlines staff and the general
public has been overwhelming and has only given me determination
to shine a spotlight on the reckless mismanagement that has been
occurring at American for over a decade.  It is time for fresh,
visionary leadership at AA that will make it an airline that
people love to fly and to be a part of once again," David says.

The next videos were based on the movie trailers for the motion
picture "Iron Lady," which starred Meryl Streep as Margaret
Thatcher, former Prime Minister of the UK.  The "Aluminum Lady"
and "Aluminum Lady 2" are his spoof on the "Iron Lady" trailers
starring American Airlines' fictional "Minister of Flight
Attendants," a character he created that embodies all of the most
inhumane and avaricious qualities of today's boardroom villains.

American Airlines was not amused and they quickly threatened to
terminate David's employment if he did not show up for an
investigatory/disciplinary meeting. Following worldwide media
coverage, American's spokesperson, Bruce Hicks, issued a new
statement to the media claiming that they had "no intention" of
terminating David.  They only wished to discuss the matter with
him as he returns to work at the end of his leave of absence. The
airline has not yet made a statement since the petition was
launched on February 17, 2012.

                        About Gailen David

Gailen David has flown for American Airlines for 24 years and is
based in Miami.  In 2007, he created "Dear Sky Steward," his
travel blog in which he leads a discussion about "Jetiquette --
Civilized Travel." Through his blog, social media and monthly
television appearances, he reaches an audience of over 20 million
viewers per month.  He is passionate about customer service and
hopes that he can bring honor and dignity back to air travel.

                      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).


AMERICAN SCIENTIFIC: Austin Kazinetz Appointed to Board
-------------------------------------------------------
The board of directors of American Scientific Resources, Inc.,
appointed Austin Kazinetz to serve as a member of the Board until
the next annual stockholders' meeting.

Mr. Kazinetz, 55, has served as the Chief Executive Officer of
Mortgage Superstore, Inc., since November 2002, as the Chief
Executive Officer of Bankers Title Company since June 1991, as the
Chief Executive Officer of Group Service Organization since 2005
and as a real estate sales person for Harvard Realty and
Investments since 1994.  Mr. Kazinetz earned his Bachelor of
Science degree in Accounting and Finance from the University of
Florida and attended the MBA program at Harvard Business School.
The Company believes that Mr. Kazinetz's business experience, his
management expertise and network of contacts will help the Company
develop its business strategies and thus he will be a valuable
addition to the Board.

There is no family relationship between Mr. Kazinetz and any of
the Company's directors or officers.

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMERICAN SCIENTIFIC: May Issue 302-Mil Shares if Notes Converted
----------------------------------------------------------------
American Scientific Resources, Inc., is authorized to issue
500,000,000 shares of common stock, par value $0.0001 per share.
As of Sept. 30, 2011, it had 20,770,452 shares of common stock
issued and outstanding.  Between Oct. 1, 2011, and Feb. 15, 2012,
the Company issued an aggregate of 157,040,829 shares of common
stock to certain investors in connection with the conversion of
$457,761 of convertible note principal.  Mainly because of these
conversions, the Company's issued and outstanding common stock as
of Feb. 15, 2012, was 175,018,052 shares.  The outstanding
principal balance remaining on the convertible notes as of
Feb. 15, 2012, was $558,832.  If the convertible note holders
would convert the remaining principal balances at Feb. 15, 2012,
in their entirety at the conversion rates in effect on Feb. 15,
2012, the Company expects that it would need to issue
approximately 302,000,000 additional shares of common stock.

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses, its current liabilities exceed its current
assets and it is in default with certain of its
obligations.


ANTERION THERAPEUTICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Anterion Therapeutics, Inc.
        57 Wharf St. Suite 3C
        Salem, MA 01970

Bankruptcy Case No.: 12-11341

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Jay P. Johnson, Esq.
                  LAW OFFICE OF JAY P. JOHNSON
                  10 First Avenue, Suite 34
                  Peabody, MA 01960
                  Tel: (978) 531-5600
                  E-mail: jpj@jpjlaw.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 Richard Millian, acting president and
board member.


APOLLO MEDICAL: Names Health Care Exec. Ted Schreck as Chairman
---------------------------------------------------------------
Apollo Medical Holdings, Inc., appointed Edward "Ted" Schreck as
Chairman of its Board of Directors.

In connection with his service to the Company as a director and
Chairman, Mr. Schreck entered into the Company's form of Director
Agreement which entitles that director to receive a combined
$30,000 annual cash retainer for his board service as well as an
initial option grant of 1,000,000 options.  These options will
vest evenly over a 3 year period.

Mr. Schreck is a senior health care executive whose career spans
over 37 years in both the private and public sectors.  He joined
Tenet Healthcare Corporation in 1998 as CEO of USC University
Hospital and USC/Norris Cancer Hospital.  Under his leadership,
both USC University Hospital and USC/Norris achieved significant
growth and clinical program development.  In 2000, he was promoted
to Regional Vice President of Operations, charged with leading a
group of ten Los Angeles-area hospitals.  Two years later, he was
promoted to Senior Vice President of Operations.  Mr. Schreck
returned as CEO of USC University Hospital and USC/Norris Cancer
Center in 2004.

Prior to joining Tenet, Mr. Schreck worked for the St. Joseph
Health System, serving as CEO of Santa Rosa General Hospital and
Senior Vice President of Santa Rosa Memorial Hospital, and for
Sutter Health System as CEO of Delta Memorial Hospital.  He also
served as CEO of the Eden Township District Hospitals.

Mr. Schreck retired in 2006 but returned to work as a consultant
for Portland-based Legacy Health System, which operates five
hospitals, a research facility, a hospice agency, and specialty
and primary care clinics.  Most recently, he served on the board
of Los Angeles Orthopaedic Hospital, a member of the UCLA Health
System.

Mr. Schreck earned his Bachelor's degree at UCLA and holds a
Master's and Doctorate from USC, the latter from the Price School
of Public Policy.

"We are honored that Ted has joined our Board," stated Warren
Hosseinion, M.D., Chief Executive Officer of Apollo Medical
Holdings, Inc.  "He has a proven track record of success.  His
extensive experience in hospital and executive management make him
an ideal leader for ApolloMed."

"I'm delighted to be a part of the ApolloMed team, and excited
about their vision for integrated medical management services,"
stated Ted Schreck, Chairman of the Board.  "ApolloMed is a
pioneer in developing new strategies and innovations for achieving
effective, high quality patient care.  I believe ApolloMed will
make significant contributions for its patients and its hospital,
medical group and health plan clients."

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $156,331 in 2011 and a net loss
of $196,280 during the prior year.  The Company reported a net
loss of $293,559 for the nine months ended Oct. 31, 2011.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


ARCADIA RESOURCES: Incurs $9.7 Million Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Arcadia Resources, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q disclosing a net loss of
$9.77 million on $20.64 million of revenue for the three months
ended Dec. 31, 2011, compared with a net loss of $2.31 million on
$21.14 million of revenue for the same period a year ago.

The Company reported a net loss of $15.76 million on
$61.50 million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $9.25 million on $62.43 million of
revenue for the same period during the prior year.

The Company had a net loss of $14.35 million for the fiscal year
ended March 31, 2011, following a net loss of $31.09 million in
the preceding year.

The Company's balance sheet at Dec. 31, 2011, showed
$15.93 million in total assets, $51.50 million in total
liabilities, and a $35.57 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                        Bankruptcy Warning

On Sept. 13, 2011, the Company and three of Arcadia Services,
Inc.'s wholly-owned subsidiaries, as borrowers, received a letter
from Comerica stating that they failed to comply with certain
covenants under the credit agreement because as of July 31, 2011.

Comerica informed the Borrowers that Comerica has no obligation to
make further advances under the credit facility and that future
advances will be subject to the sole discretion of Comerica.
Comerica has not sought to accelerate the repayment of the
indebtedness or to foreclose on any of the security interests.
While Comerica continues to make advances under the credit
facility and the Company expects that advances will continue to be
made, there can be no assurances that Comerica will exercise its
discretion to make further advances or that Comerica will not
accelerate the repayment of the indebtedness.  Should Comerica not
continue to provide advances under the credit facility, the
Company and the Borrowers would not have access to the funds
needed to operate the business.  In that event, the Company would
be forced to consider alternative sources of liquidity to operate
the business, which may require them to commence a proceeding
under the federal bankruptcy laws to cause Comerica to provide
access funds under the Credit Agreement.

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

                        http://is.gd/wgDfw6

                      About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."


ARCTIC GLACIER: Pursues Recapitalization Via CCAA Filing
--------------------------------------------------------
Arctic Glacier Income Fund disclosed that its Trustees have
authorized the Fund, together with its subsidiaries, to initiate
proceedings in the Manitoba Court of Queens Bench seeking a court
supervised recapitalization under the Companies' Creditors
Arrangement Act.

In the CCAA application, Arctic Glacier seeks approval for a court
supervised recapitalization process and for the immediate
initiation of a sale and investment solicitation process.  The
CCAA application also seeks a stay of certain creditor claims and
approval of debtor-in-possession financing that would enable
Arctic Glacier to maintain normal business operations as the
solicitation process is implemented.  Court proceedings are to
take place today in Winnipeg.

"We believe that a court supervised recapitalization of Arctic
Glacier's business is the best method available to secure its
future," said Keith McMahon, President and CEO of Arctic Glacier.
"The CCAA process would allow the time and stability required to
implement the solicitation process, while continuing our normal
day-to-day operations.  We expect that it would result in a sale
or recapitalization of the business, which will maximize value for
the benefit of all of our stakeholders."

The solicitation process has the support both of Arctic Glacier's
secured lenders and two of its unitholders, Coliseum Capital
Management, LLC and Talamod Asset Management, LLC.  Both the
lenders and the Concerned Unitholders believe the implementation
of the solicitation process is in the best interest of all
stakeholders of Arctic Glacier.

"Over the last several months, the company has received proposals
from a number of parties that indicated value for all company
stakeholders, including unitholders," said Gary Filmon, Chairman
of the special committee of the board of trustees.  "We believe a
court supervised solicitation process would maximize value by
allowing all interested parties to fully evaluate the opportunity
presented by Arctic Glacier while setting a reliable timetable for
the ultimate sale or recapitalization."

Arctic Glacier's secured lenders have also agreed, subject to
court approval, to provide up to $50 million in a debtor-in-
possession financing facility to fund Arctic Glacier's operations
during the CCAA process.

An application will also be made seeking recognition of the CCAA
proceedings in the U.S. pursuant to Chapter 15 of the U.S.
Bankruptcy Code.

During the CCAA process, Arctic Glacier expects to maintain all
operations at their normal capacity in both Canada and the United
States.  No layoffs or lease terminations are planned and all
suppliers of goods and services are intended to be paid as usual,
including amounts owed prior to the CCAA filing.

                       About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.


BERNARD L. MADOFF: $59BB Racketeering Claims Vs. UniCredit Junked
-----------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that U.S. District
Judge Jed S. Rakoff on Tuesday tossed racketeering claims against
UniCredit SpA and an affiliate in a $59 billion suit lodged by
Bernard L. Madoff's bankruptcy trustee, ruling that they had been
insufficiently pled.

Law360 relates that Judge Rakoff said Irving H. Picard's
allegations that UniCredit SpA and affiliate UniCredit Bank
Austria AG helped Austrian banker Sonja Kohn funnel investors'
money into Madoff's Ponzi scheme couldn't sustain claims under the
Racketeer Influenced and Corrupt Organizations Act.

                       About Bernard L. Madoff

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

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

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

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

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

As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for
investors.  A total of $325.5 million has been distributed to
investors.

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.


BIOLIFE SOLUTIONS: Grants CFO Option to Buy 250,000 Common Shares
-----------------------------------------------------------------
The Board of Directors of Biolife Solutions, Inc., granted Daphne
Taylor, the Company's Chief Financial Officer, an option to
purchase 250,000 shares of the Company's common stock, exercisable
at the fair market value of the common stock on the date of grant.
The option vests vest 25% on the first anniversary of the date of
the grant and one-thirty sixth of the remaining balance thereof in
each of the ensuing 36 months following the first anniversary date
of the grant.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company has been unable to generate sufficient income from
operations in order to meet its operating needs and has an
accumulated deficit of approximately $53 million at June 30, 2011.
This raises substantial doubt about the Company's ability to
continue as a going concern.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.

The Company reported a net loss of $1.98 million in 2010 compared
with a net loss of $2.77 million during the prior year.  The
Company also reported a net loss of $1.54 million for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$1.56 million in total assets, $12.38 million in total
liabilities, and a $10.82 million total stockholders' deficiency.


BOOMERANG SYSTEMS: Incurs $3 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3 million on $201,779 of total revenues for the three
months ended Dec. 31, 2011, compared with a net loss of
$6.54 million on $1.16 million of total revenues for the same
period a year ago.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $6.89 million
in total assets, $13.76 million in total liabilities and a $6.87
million total stockholders' deficit.

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

                        http://is.gd/hqPfXs

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

                        Bankruptcy Warning

The Company said its operations may not generate sufficient cash
to enable it to service its debt.  If the Company were to fail to
make any required payment under the notes and agreements governing
its indebtedness or fail to comply with the covenants contained in
the notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BRYCO ARMS: Owner's Ex-Wife Liable for Fraudulent Transfer
----------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit affirmed a
district court order ruling that Janice K. Jennings' debt from a
fraudulent transfer judgment was nondischargeable in bankruptcy
under 11 U.S.C. Sec. 523(a)(6).  The Eleventh Circuit agreed that
the transfer of property was fraudulent and constituted a "willful
and malicious injury" under Sec. 523(a)(6).

When Brandon James Maxfield was seven years old, he was rendered
permanently quadriplegic after being shot by the accidental
discharge of a handgun.  The handgun was manufactured by Bryco
Arms Inc. and distributed by B.L. Jennings Inc. companies
controlled by Janice Jennings's former husband, Bruce Jennings.
In May 2001, Maxfield sued Bruce Jennings and the two companies
for personal injury in California state court.  In December 2001,
Maxfield filed an amended complaint to add Janice (Bruce's second
ex-wife), Anna Leah Jennings (his third ex-wife), and RKB
Investments as defendants in the personal-injury action, seeking
to hold them liable under joint venture/enterprise, partnership,
and alter-ego theories.  RKB is a partnership created by Bruce and
Janice, who acted as co-trustees of three California trusts that
were the three partners in RKB.  RKB held title to a parcel of
property, called Shoreview.

In February 2002, Bruce directed Janice to execute a deed on
behalf of RKB transferring Shoreview to Anna Leah Jennings.  When
Janice completed the transfer, Bruce recorded the deed.  Maxfield
became aware of the transfer through Bruce's responses to
interrogatories in the personal-injury action.  In response,
Maxfield filed a complaint in California state court against
Janice, RKB, and the trusts forming RKB's partnership, alleging
fraud, conspiracy, and fraudulent transfer.

On May 13, 2003, a jury found Bruce, Bryco Arms and B.L. Jennings
liable for Maxfield's injury, and awarded Maxfield $24,774,146 in
damages.  At that time, there had been no determination as to
Maxfield's joint venture/enterprise, partnership, and alter-ego
claims against Janice, Anna Leah, and RKB.  The next day, Janice,
Bruce, Bryco Arms, B.L. Jennings and RKB filed Chapter 11
bankruptcy petitions.  Janice's petition was later converted to a
Chapter 7 petition.  Janice and RKB filed declaratory actions
seeking to determine which of their assets creditors, including
Maxfield, may reach.

Shortly thereafter, Maxfield's state cases were transferred to the
bankruptcy court and joined with the declaratory actions.  Then,
in June 2007, the court concluded that Janice participated in a
joint venture with Bruce, Bryco Arms and B.L. Jennings and was
therefore jointly and severally liable with those parties for
damages awarded to Maxfield in his personal injury suit.  The
court also found that Janice was a conspirator with Bruce and RKB
in the fraudulent transfer of Shoreview and was therefore jointly
and severally liable for the damages to Bruce's creditors in the
amount of $3,900,000, the value of Shoreview.

The bankruptcy court concluded that Janice was liable to Bruce's
creditors for the value of Shoreview because she "knew that RKB,
through Bruce Jennings, intended to transfer the Shoreview
Property to Anna Leah Jennings to keep it out of the hands of
creditors."

Janice never challenged the bankruptcy court's ruling. In December
2007, Maxfield filed an adversary complaint in bankruptcy court
against Janice, seeking an exception under 11 U.S.C. Sec.
523(a)(6) to Janice's Chapter 7 debt discharge, in the amount of
Shoreview's value.  Under Sec. 523(a)(6), any debt "for willful
and malicious injury by the debtor to another entity or to the
property of another entity" is excepted from discharge in
bankruptcy. 11 U.S.C. ? 523(a)(6). Janice responded by filing a
motion to dismiss.  The bankruptcy court granted that motion,
concluding that a conspiracy claim -- such as the one against
Janice -- was not the sort of intentional tort that Sec. 523(a)(6)
required for discharge.  On appeal, the district court reversed
and remanded, finding "that in certain circumstances willful and
malicious injury may be inflicted by a co-conspirator."

On remand, the bankruptcy court granted Janice's motion for
summary judgment, finding that the debt owed -- which the court
said resulted from the personal injury suit -- did not result from
willful and malicious injury by the debtor.  Furthermore, the
bankruptcy court found that, even though Janice aided in the
Shoreview transfer with knowledge of the Maxfield suit and of
Bruce's desire to keep Shoreview out of his creditors' hands, her
conduct and knowledge were "insufficient as a matter of law to
establish the intent to harm or cause injury to [Maxfield] as
required by Sec. 523(a)(6)." And the court stated that, even if
Janice acted with intent to harm Maxfield under that section, her
participation in the conspiracy "was not substantially certain to
cause injury to" Maxfield because the Shoreview transfer occurred
over a year before Maxfield obtained a judgment in his personal
injury action.

Maxfield again appealed to the district court, arguing that
Janice's active participation in the fraudulent transfer satisfied
the "willful and malicious" standard in Sec. 523(a)(6), and that
he possessed a cognizable interest in Shoreview at the time of its
transfer sufficient to establish that Janice's actions were
substantially certain to cause him injury.  The district court
agreed.  The district court found that Janice's "undisputed
conduct constitute[d] a willful and malicious attempt to injure
Maxfield's interests, as a matter of law on this record."  The
court made clear that the fact that Maxfield's personal injury
claim had not been reduced to a judgment before he initiated his
fraudulent transfer claim did not affect the Sec. 523(a)(6)
analysis because, under California law, a tort claimant is a
"creditor" who may attack a fraudulent transfer.  The district
court reversed the bankruptcy court's ruling, concluding that, as
a matter of law, Janice's adjudicated debt of $3,900,000 was
nondischargeable under Sec. 523(a)(6). The district court directed
the bankruptcy court to enter judgment in favor of Maxfield.

The appeal to the Eleventh Circuit followed.

In affirming the district court's ruling, a three-judge panel
comprised of Circuit Judges Rosemary Barkett, William H. Pryor and
Phyllis A. Kravitch held that the evidence in the record showed
that Janice transferred Shoreview willfully and with malice.  She
knew that the purpose of the transfer was to keep Shoreview out of
the reach of creditors. She was acutely aware of Maxfield's
personal injury claim, because she, Bruce, and their trust, RKB,
were named as defendants in the suit just three months before the
transfer.  Janice admitted these facts, despite her later
testimony to the contrary. This evidence illustrates that Janice
acted willfully in preventing Maxfield from reaching Shoreview to
satisfy part of his personal injury judgment.  And she had no just
cause to effect the transfer: she knew Anna Leah had no claim to
Shoreview, and she knew Bruce had no legitimate reason to transfer
it to her.  She effected the transfer without just cause, and
therefore did so with malice.

The appellate case is BRANDON JAMES MAXFIELD, Plaintiff-Appellee,
v. JANICE K. JENNINGS, Defendant-Appellant, No. 11-11422 (11th
Cir.).  A copy of the Eleventh Circuit's Feb. 22, 2012 per curiam
ruling is available at http://is.gd/4MGcJtfrom Leagle.com.


BULL POINT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bull Point, LLC
        2421 Owl Circle
        West Columbia, SC 29169

Bankruptcy Case No.: 12-01070

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Michael W. Mogil, Esq.
                  2 Corpus Christie Place, Ste. 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.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/scb12-01070.pdf

The petition was signed by Donald W. Barrett/Stancel Kirkland, co-
managing members.


CARPENTER CONTRACTORS: DIP Loan, Cash Coll. Access Ends May 1
-------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Carpenter Contractors of
America, Inc., and CCA Midwest, Inc., to modify the order
authorizing the Debtors to obtain postpetition financing and
access cash collateral.

On April 6, 2011, the Court entered the DIP Order which, among
other things, authorized the Debtors to use First American Bank's
cash collateral, authorized the Debtors to obtain postpetition
financing from the Bank.  The DIP Order authorized the Debtors to
borrow $2,500,000 in the form of a term note, which is subject to
a floating interest rate of 30-day LIBOR plus 4.0% (with an
interest rate floor of 6.0%).

The Debtors' right to borrow funds or use cash collateral or any
proceeds of the Postpetition Loans already received was to
terminate on Nov. 1, 2011, unless the Bank consents to an
extension.

The Debtors needed additional funds to continue the operation of
their business.  The Debtors were unable to obtain the required
funds in the form of unsecured credit or unsecured debt allowable
under Section 503(b)(1) of the Bankruptcy Code as an
administrative expense.

The Court's order provides that the DIP order is amended to
reflect that:

   -- all obligations and commitments of the prepetition lender
      and the postpetition lender will terminate at the earliest
      to occur of the: (a) May 1, 2012; (b) the effective date of
      any Plan of Reorganization or liquidation in the Chapter 11
      cases; (c) conversion of either of the Chapter 11 cases; (d)
      appointment of a trustee in either of the case; or (e)
      dismissal of either cases;

   -- The Debtors will continue to repay the DIP Term Note to the
      bank according to a 36-month amortization schedule,
      commencing on Nov. 1, 2011, subject to a floating interest
      rate of 30-day LIBOR plus 4.0% (with a interest rate floor
      of 6%); and

   -- the DIP order and the extension order will remain in full
      force and effect and nothing in the order will be
      constructed to have modified or amended the DIP order's or
      the extension order's terms or conditions or the Bank's
      rights and interest granted thereunder.

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.


CDC CORP: Court Approves Share Sale Deal with Vista Affiliate
-------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
CDC's motion for an order (A) authorizing and approving a share
purchase agreement with stalking horse purchaser Archipelago
Holding, a Cayman Islands exempted company, or another purchaser
providing a higher or better offer for sale of CDC Software
shares.

Archipelago, the stalking horse bidder, is an affiliate of Vista
Equity Holdings LLC.

The Court also approved and scheduled an auction for the
solicitation of the highest or best bid for the sale of CDC
Software Shares and approved the break-up fee payable to
Archipelago.

The Court scheduled a March 3, 2012 bid deadline and a March 16,
2012 auction, if necessary.

                        CDC Software Deal

As reported in the Feb. 10, 2012 edition of the TCR, CDC Corp. has
found an investor to buy its CDC Software Corp. subsidiary, a
proposed $250 million sale that would leave the holding company
without its most valuable operating subsidiary but able to pay off
the multimillion-dollar legal judgment that forced it into
bankruptcy protection.

CDC Corp. signed deal to sell, absent higher and better offers,
its 87 percent interest in CDC Software Corp. to Vista for $250
million.  The offer from Chicago-based Vista is $10.50 for each
share of CDC Software that CDC owns. Should Vista be outbid, CDC
wants to pay a breakup fee of about $10 million, or 4 percent of
the purchase price.

CDC said the sale will be sufficient to pay all claims, including
a $67 million judgment and $5 million owing to trade suppliers,
plus professional fees.

A report by the TCR on Jan. 25, 2012, said that CDC Software Corp.
has sought to sell two of its subsidiaries, which account for 28%
of its annual revenues, to investment firm Marlin Equity Partners
for US$60 million and has already executed a letter of intent.
But CDC Corp. sued its subsidiary, arguing that the sale would
cause CDC Corp. shareholders to "lose substantial value, perhaps
irretrievably."

                         About CDC Corp

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

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

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CEMTREX INC: Reports $190,000 Net Income in Dec. 31 Quarter
-----------------------------------------------------------
Cemtrex, Inc., filed with the U.S. Securities and Exchange
Commission it's a orm 10-Q disclosing net income of $189,562 on
$2.02 million of revenue for the three months ended Dec. 31, 2011,
compared with net income of $144,217 on $1.82 million of revenue
for the same period a year ago.

Cemtrex reported net income of $1.01 million on $13.73 million of
revenue for the 12 months ended Sept. 30, 2011, compared with a
net loss of $1.02 million on $3.30 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.76 million
in total assets, $2.48 million in total liabilities and $284,048
in total stockholders' equity.

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

                        http://is.gd/k1XHid

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.


CHARLES RIVER: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed the Speculative Grade Liquidity
Rating of Charles River Laboratories International Inc. to SGL-3
from SGL-2. Moody's also affirmed Charles River's Ba2 Corporate
Family and Probability of Default Ratings. The rating outlook
remains stable.

Ratings affirmed/LGD point estimates adjusted:

$350 million senior secured revolving credit facility expiring
2016, Ba1 (LGD 2, 26%) from Ba1 (LGD 2, 28%)

$395 million senior secured term loans (includes Euro tranche) due
2016, Ba1 (LGD 2, 26%) from Ba1 (LGD 2, 28%)

Corporate Family Rating, Ba2

Probability of Default Rating, Ba2

The outlook is stable.

Rating Changed:

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

RATINGS RATIONALE

The change in the Speculative Grade Liquidity Rating to SGL-3
(signifying adequate liquidity) from SGL-2 (good liquidity)
reflects the maturity of the $350 million 2.25% Convertible Senior
Notes (not rated) in June 2013. The notes become convertible into
cash and shares at the holder's option in April 2013. Charles
River will not have sufficient internal source of cash to repay
the obligation and therefore will need to refinance the debt or
seek other sources of liquidity. Moody's believes, given the
overall strength of the company's credit profile, that Charles
River will be able to access the capital markets in order to meet
the obligation. Regardless, the approaching maturity increases
refinancing risk until such time as the matter is addressed.

The Ba2 Corporate Family Rating reflects Charles River's continued
strength and leading competitive position in its core research
models markets, as well as good geographic and customer diversity.
Despite aggressive debt funded share repurchase activity over the
past 18 months, the company has repaid a meaningful amount of debt
with free cash flow, restoring credit metrics to levels which are
generally in-line with the Ba rating category. Moody's believes
the company will continue to generate strong free cash flow over
the next 12-18 months.

The ratings are constrained by ongoing weakness in the company's
preclinical testing business, which continues to show year over
year revenue declines on an organic, constant currency basis, and
the company's appetite for acquisitions and debt funded share
repurchases. Further, the company's absolute size is modest
relative to other Ba rated companies.

If Charles River experiences declines in profits due to
competitive pressures or overall market contraction, such that
adjusted leverage is expected to be sustained above 4.0 times,
Moody's could downgrade the ratings. Deterioration in operating
cash flow or a significant increase in capital expenditures such
that free cash flow to debt is sustained below 15% could also
result in a downgrade. Increased debt to fund acquisitions or
share repurchases leading to erosion of credit metrics to these
levels could also result in a downgrade. Moody's could upgrade the
ratings if the company's preclinical business shows a meaningful
rebound in revenue growth and profitability, and the rating agency
expects leverage to be sustained below 2.5 times and free cash
flow to debt to be sustained above 20%.

The principal methodology used in rating Charles River 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.

Charles River Laboratories International, Inc., ("Charles River";
NYSE: CRL) headquartered in Wilmington, MA, is a contract research
organization ("CRO") that provides research tools and services for
drug discovery and development. The company's revenues are roughly
62% from the Research Models and Services ("RMS") business, which
involves the commercial production and sale of research models
(e.g. rodents); and 38% from the Preclinical Services ("PCS")
business, which involves the development and safety testing of
drug candidates. The company reported revenues of approximately
$1.1 billion for the twelve months ended December 31, 2011.


CHURCH STREET: To Have Sale Deal With Garrison in Few Days
----------------------------------------------------------
Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

At a hearing on Feb. 21 Church Street informed the bankruptcy
judge that "in the next few days" it will submit an agreement with
a group led by Garrison Investment Group to open an auction for
the assets.  The group, which is being backed by the senior
lenders, would buy the assets absent higher and better offers.

Church Street filed typical first day motions on Feb. 21,
including expedited requests to extend the schedules deadline to
March 21, and pay the prepetition wages of employees, and obtain
DIP financing.

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

Federal and state authorities began investigations in 2007 into
whether services charged to the government were medically
necessary.  A television investigative news report that was
rebroadcast on Good Morning America and picked up by other media
outlets on the allegations added an "extraordinary burden" on the
Company.  The Company said it spent millions defending itself and
its dental centers during the investigations.

In January 2010, the Company agreed to pay the Department of
Justice and 22 states a total $24 million over a five year period
without admitting culpability.  As part of the deal, the Company
agreed to implement a robust compliance program and engage an
independent monitor.

The settlements and the adverse publicity encouraged led to
11 lawsuits on behalf of over 100 plaintiffs against the Company
and certain dental centers.  The suits assert a variety of tort
and fraud claims.

No longer able to sustain viable long-term business operations in
light of that financial situation, Church Street decided to file
for Chapter 11 protection.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

                       Sale to Garrison

Church Street intends to file papers "in the next few days" to set
up auction and sale procedures.  If the bankruptcy court adopts
the schedule, prospective buyers can conduct investigations until
the week of April 2, followed by an auction the week of April 9
and a hearing to approve the sale during the same week.  Church
Street will seek approval to sell the assets to Garrison absent
higher and better offers.  The Debtor expects the closing of the
sale by April 30, 2012.

Garrison is providing funding for the Chapter 11 case.  The Debtor
intends to enter into a DIP credit agreement with lenders led by
Garrison Loan Agency Services, LLC.  The credit agreement will
provide the Debtor with up to an aggregate principal amount of $12
million in a revolving credit facility.

The Debtors have yet to present an Asset Purchase Agreement signed
with Garrison but it is likely Garrison and the first-lien lenders
are submitting a 'credit bid' in the 11 U.S.C. Sec. 363 process.

"Although it is anticipated that a credit bid may be the winning
bid in the 363 sale process, such sale will result in the
assumption of a significant portion of the Debtors' existing
unsecured obligations and ensure the continued provision of
services to the Dental Centers and its patients," Martin McGahan,
the CRO, said in a court filing.

The sale terms will also likely wipe out unsecured creditors.

"It is unlikely that cash sufficient to fully satisfy the Senior
Lenders will be generated from a sale of the Assets, although that
is the purpose of putting the Assets up for auction.  Although it
is unlikely that the general unsecured creditors will receive
anything from the Assets on account of their claims, some of the
creditors who potentially make up the unsecured creditor pool hold
executory contracts, many of which will be cured, assumed and
assigned as part of the sale of the Assets," Mr. McGahan said.


CHURCH STREET: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead
Debtor: Church Street Health Management, LLC
          fdba Sanus Holdings, LLC
               FORBA Holdings, LLC
        618 Church Street, Suite 520
        Nashville, TN 37219

Bankruptcy Case No.: 12-01573

Chapter 11 Petition Date: February 20, 2012

Affiliates that filed Chapter 11 petitions on Feb. 21, 2012:

  Debtor                           Case No.
  ------                           --------
Small Smiles Holding Company, LLC  12-01574
Forba NY, LLC                      12-01575
  Assets: up to $50,000
  Debts: $100 million to $500 million
EEHC, Inc.                         12-01576
Forba Services, Inc.               12-01577

About the Debtors: Church Street provides management services to
                   67 low-income dental centers.  The Debtor told
                   the bankruptcy judge at the first day hearing
                   that a group led by Garrison Investment Group
                   has agreed to be the stalking horse bidder at a
                   bankruptcy auction for the assets.

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

Judge: Keith M. Lundin

Debtors'
Local Counsel:    John Charles Tishler, Esq.
                  WALLER LANSDEN DORTCH & DAVIS, LLP
                  511 Union Street, Suite 2700
                  Nashville, TN 37219
                  Tel: (615) 850-8756
                  Fax: (615) 244-6804
                  E-mail: john.tishler@wallerlaw.com

Debtors'
Financial and
Restructuring
Advisors:         ALVAREZ & MARSHAL HEALTHCARE INDUSTRY GROUP, LLC


Debtors'
Investment
Banker:           MORGAN JOSEPH TRIARTISAN, LLC


Debtors'
Noticing and
Claims Agent:     THE GARDEN CITY GROUP, INC.
                  Attn: Church Street Health Management, LLC
                  P.O. Box 9871
                  Dublin, Ohio 43017-5771
                  Tel: (877) 906-0209

Total Assets: $895 million as of Petition Date

Total Debts: $303 million as of Petition Date

The petitions were signed by Tore Nelson, chief executive officer.

A. Church Street's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
National Association of            Settlement          $10,714,233
Medicaid Fraud Control Units
2030 M. Street NW, 8th Floor
Washington, DC 20036

Medicaid Fraud Control Unit of     Settlement             $991,496
Massachusetts Office of
Attorney General
One Ashburton Place
Boston, MA 02108

MCBH Church Square LLC             Lease Guarantee        $888,195
2701 N. Charles Street, Suite 404
Baltimore, MD 21218

Michael Lindley                    Severance Obligation   $859,955
857 Curtiswood Lane
Nashville, TN 37204

Medicaid Fraud Control Unit        Settlement             $841,364
Of Colorado
Office of the Attorney General
1525 Sherman Street, 2nd Floor
Denver, CO 80203

Medicaid Fraud Control Unit        Settlement             $685,799
of Ohio
Office of the Attorney General
150 East Gay Street, 17th Floor
Columbus, OH 43215

Alfred Smith                       Severance Obligation   $674,546
1652 Jacobs Drive
Gallatin, TN 37066

Medicaid Fraud Control Unit        Settlement             $644,276
Of South
Carolina Office of the Attorney General
P.O. Box 11549
Columbia, SC 29211-1549

Henry Schein Inc.                  Trade Debt             $568,478
Dept CH 10241
Palatine, IL 60055-0241

Shary Retail Ltd.                  Lease Guaranty         $542,125
P.O. Box 924133
Houston, TX 77292-4133

Medicaid Fraud Control Unit        Settlement             $485,361
Of Oklahoma
Office of the Attorney General
313 NE 21st Street
Oklahoma City, OK 73105

Medicaid Fraud Control Unit        Settlement             $475,969
of Indiana
Office of the Attorney General
8005 Castleway Drive
Indianapolis, IN 46250-1946

Medicaid Fraud Control Unit        Settlement             $431,334
of New York
Office of the Attorney General
120 Broadway, 13th Floor
New York, NY 10271

Medicaid Fraud Control Unit        Settlement             $394,545
of Georgia
Office of the Attorney General
2100 East Exchange Place
Building One, Suite 200
Tucker, GA 30084

Medicaid Fraud Control Unit        Settlement             $376,661
of Maryland
Office of the Attorney General
200 St. Paul Place, 18th Floor
Baltimore, MD 21202

Medicaid Fraud Control Unit        Settlement             $356,388
of Kansas
Office of the Attorney General
120 SW 10th Avenue, 2nd Floor
Topeka, KS 66612-1597

Habi Ltd.                          Lease Guarantee        $326,162
P.O. Box 887
Holland, OH 43528

Medicaid Fraud Control Unit        Settlement             $312,206
Of Virginia
Office of the Attorney General
900 E. Main Street, 5th Floor
Richmond, VA 23219

Shearman & Sterling LLP            Trade Debt             $310,700
525 Market Street
San Francisco, CA 94105-2723

Medicaid Fraud Control Unit        Settlement             $249,058


B. Forba NY, LLC's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Multistate Associates, Inc.        Trade Debt               $4,225
515 King Street, Suite 300
Alexandria, VA 22314

Mel Carr Electric Corp.            Trade Debt               $1,410
6 Highland Avenue
Albany, NY 12205

Woodcock & Armani                  Trade Debt                 $971
6500 New Venture Gear Drive, E
Syracuse, NY 13057

Cintas Corporation #411            Trade Debt                 $362

Aramark Uniform ? Syracuse 308     Trade Debt                 $256

Adirondack Cabling, Inc.           Trade Debt                 $227

Steven P. Mellor Remodeling Inc.   Trade Debt                 $170

Flower City Pest Elimination, Inc. Trade Debt                  $60

EMS Systems, Inc.                  Trade Debt                  $27

Propio Language Services, LLC      Trade Debt                  $12


C. Small Smiles Holding Company's List of Its Three Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Michael Lindley                    Severance Obligation   $859,955
857 Curtiswood Lane
Nashville, TN 37204

Alfred Smith                       Severance Obligation   $674,546
1652 Jacobs Drive
Gallatin, TN 37066

Jason Owen                         Severance Obligation    $57,649
3095 Rock Manor Way
Buford, GA 30519


CICERO INC: Anthony Pizi Resigns as Board Member
------------------------------------------------
Anthony Pizi, on Feb. 16, 2012, notified Cicero Inc. of his
resignation from the Company's Board of Directors, effective
immediately.

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

As reported by the TCR on April 6, 2011, Marcum LLP, in Bala
Cynwyd, Pennsylvania, noted that the Company's recurring losses
from operations and working capital deficiency raise substantial
doubt about its ability to continue as a going concern.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

The Company reported a net loss of $459,000 in 2010 and a net loss
of $1.28 million during the prior year.  The Company reported a
net loss of $1.91 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed $4.58
million in total assets, $13.15 million in total liabilities and a
$8.57 million total stockholders' deficit.


CIT GROUP: CEO John Thain Sells Shares to Pay Tax
-------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that John Thain,
chairman and chief executive of CIT Group Inc., sold 19,089 of the
lender's shares to pay for tax obligations stemming from
restricted stock units, the company said.

                        About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


COLONIAL GOLF: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Colonial Golf and Country Club, Inc.
        42 Colonial Club Drive
        Harahan, LA 70123

Bankruptcy Case No.: 12-10472

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Tristan E. Manthey, Esq.
                  HELLER, DRAPER, PATRICK & HORN, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: tmanthey@hellerdraper.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 Anthony R. Manzella, Jr., majority
shareholder.


COMMSCOPE INC: Moody's Says Loan Price Reduction No Impact on CFR
-----------------------------------------------------------------
Moody's Investors Service says Commscope's B2 corporate family
rating and Ba3 senior secured debt ratings were not affected by
the proposed reduction in pricing on the revolver and term loan
facilities.

The individual debt instrument ratings were assigned using Moody's
Loss Given Default Methodology. The Ba3 rating on the first lien
debt is driven by its senior most position in the capital
structure.

The principal methodology used in rating Commscope, Inc. was the
Global Manufacturing Industry Methodology published in December
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.


COMMSCOPE INC: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Hickory,
N.C.-based CommScope Inc. to stable from negative. "At the same
time, we affirmed our 'B+' corporate credit rating on the
company," S&P said.

"The outlook revision to stable from negative is based on our
belief that leverage will be sustained at or below 5x through
cost-control efforts and further modest debt repayments,"
explained Standard & Poor's credit analyst Alfred Bonfantini.

"The ratings on CommScope reflect the company's meaningful market
share and favorable long-term demand fundamentals in its selected
end markets and good geographic and product diversity, as well as
its strong free cash flow generation capabilities. Limited revenue
visibility in a cyclical operating environment, exposure to
volatile raw material pricing, a leveraged balance sheet, and an
aggressive financial policy temper those positive credit
characteristics," S&P said.

"The stable outlook on CommScope reflects our belief that the
company will realize the full benefit of restructuring initiatives
over the near term, continue to make modest debt repayments, and
experience more stable U.S. wireless spending. However, if debt to
EBITDA exceeds 6x because the company does not achieve anticipated
cost savings, global (particularly U.S.) wireless infrastructure
spending remains soft, or volatile raw material costs cause gross
margins to contract 2% or more, we could lower the corporate
credit rating to 'B'," S&P said.

"An upgrade is unlikely over the near term given the company's
current ownership structure, which we believe precludes sustained
de-leveraging," S&P said.


COYOTES HOCKEY: NHL to Finalize Sale on Franchise
-------------------------------------------------
Sports Direct, citing Mike Sunnucks of the Phoenix Business
Journal, relates that the National Hockey League said it is close
to finalizing a sale of the Phoenix Coyotes franchise to a group
led by former San Jose Sharks CEO Greg Jamison.

According to the report, the NHL is trying to keep the sale price
at $170 million, but is willing to include rebates and a fund to
help cover the team's financial losses to keep the team playing in
the Phoenix market.

The report says the deal has to go through final approvals by the
city of Glendale, Arizona, which owns Jobing.com Arena where the
Coyotes currently play.

                        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.


CROATAN SURF: Hearing on Plan Outline Continued Until April 4
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has continued until April 4, 2012, at 10:00 a.m., the
hearing to consider adequacy of the Disclosure Statement
explaining Croatan Surf Club, LLC's Second Amended Chapter 11
Plan.

On Oct. 28, 2011, Croatan filed a supplement to the Disclosure
Statement filed Feb. 18, 2011.  A copy of the supplement is
available for free at
http://bankrupt.com/misc/croatansurf.dkt289.pdf

As reported in the Troubled Company Reporter on April 1, 2011,
according to the Second Amended Disclosure Statement, dated
Feb. 18, 2011, the Debtor's Plan establishes 10 classes for
claims.

Classes 1, 2, 3 and 4 consist of the claims of the Internal
Revenue Service, the North Carolina Department of Revenue,
Employment Security Commission and Dare County.  The Debtor does
not believe that any of these parties hold prepetition unsecured
priority Claims.  To the extent that these Claims exist, they will
be paid on the Extended Maturity Date as described in the Plan.

Classes 5, 6 and 7 consist of the Allowed Secured Claims of
creditors, including the Lender and Mezzanine Lender, which are
secured by various assets of the Debtor.  Croatan Surf Club
Condominium Association, Inc., would also have an Allowed Secured
Claim for any unpaid dues, assessments, or other charges.  Each of
the Allowed Secured Claims will be paid as provided by the Plan.

Class 9 consists of the Claims of unsecured creditors holding
Claims against the Debtor, except for those Claims of insiders.
These creditors will be paid in full as set forth in the Plan.
The Debtor may object to certain unsecured Claims for reasons
including, but not limited to, their improper classification, an
improper amount claimed, or the fact that the Claim is not owed by
the Debtor.

Class 10 consists of the Claims of insiders.  This class does not
include the membership interests of the insiders.  These claims
will be paid in full, after the payment of all other Claims.

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

                        About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


CRYOPORT INC: Incurs $2.1 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.08 million on $144,254 of net revenues for the three months
ended Dec. 31, 2011, compared with a net loss of $1.45 million on
$99,569 of net revenues for the same period a year ago.

The Company reported a net loss of $6.16 million on $378,718 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,438 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities and $620,873
in total stockholders' equity.

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

                        http://is.gd/A31vJ5

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.


CRYSTAL HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Crystal Homes of Wyndham Point, Inc.
        6479 Wyndham Drive
        West Bloomfield, MI 48322

Bankruptcy Case No.: 12-43942

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb12-43942.pdf

The petition was signed by Avie Benaderet, president.


CYCLONE POWER: Completes Acquisition of Advent Power Systems
------------------------------------------------------------
Cyclone Power Technologies Inc. has closed the acquisition of
Advent Power Systems.  Cyclone will assume Advent's position as
prime contractor with the U.S. Army/Tank Command, subject to
formal novation, in a project utilizing Cyclone's engine
technology to develop an auxiliary power unit for multiple lines
of combat vehicles, including the M1 Abrams tank, the IAV Stryker
and the Bradley Fighting Vehicle.

The value of the Army contract being transferred to Cyclone is
$1.4 million.  Should this Phase I project advance to Phase II
next year, it could be worth several million dollars in additional
revenue to Cyclone and provide further development support towards
the ultimate commercialization of these compact, efficient and
multi-fuel power generators.

Christopher Nelson, President of Cyclone, commented, "The closing
of the Advent acquisition marks an important milestone for our
company and shareholders.  With the TACOM contract, we expect to
achieve solid revenue over the next year and, hopefully, gain a
long term customer.  We believe that while military budgets are
being trimmed, eco-friendly technologies that make our military
forces more efficient and save the government money -- like the
Cyclone engine -- will continue to receive funding and support.
Cyclone will aggressively pursue these rewarding opportunities."

Dr. Myers commented, "We are pleased to have this acquisition
closed.  Advent's existing government relationships coupled with
Cyclone's engine technology provides us many advantages now and
going forward.  This is an exciting time for both companies.  I
have great faith in Cyclone's ability to complete the U.S. Army
contract, and ultimately, to commercialize its engine technology
for both military and civilian customers."

The purchase price for the acquisition was 1.5 million shares of
Cyclone common stock.  This consideration is being held in escrow
pending the official novation of the Army contract, and is further
restricted for resale by a contractual two-year leak-out
provision.

Advent's CEO has received a 12 month consulting agreement,
providing for a monthly retainer and a warrant to purchase 500,000
shares of the Company common stock for 5-years at a premium to the
Company's stock price as of the date of closing.  These warrants
and the retainer are also subject to forfeiture if there are any
negative changes in the value of the acquired assets within 12
months.  The cash retainer does not commence until the U.S. Army
contract novation process has been completed.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.2 million on $250,000 of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $447,016 on $202,375 of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $3.8 million in total liabilities, and a
stockholders' deficit of $2.6 million.

The Company incurred substantial operating losses for the nine
months ended Sept. 30, 2011, of $2.7 million.  The cumulative
deficit since inception is approximately $45.2 million, which is
comprised of $13.8 million attributable to operating losses, and
$31.4 million in non-cash derivative liability accounting.  The
Company has a working capital deficit at Sept. 30, 2011, of
approximately $2.3 million.

"There is no guarantee whether the Company will be able to
generate enough revenue and/or raise capital to support its
operations," the Company said in the filing.  "This raises
substantial doubt about the Company's ability to continue as a
going concern."


CYTOCORE INC: Clint Severson Resigns from Board of Directors
------------------------------------------------------------
Clint H. Severson resigned his position as a director of Cytocore,
Inc., on Feb. 14, 2012.  Mr. Severson also served as a member of
the Company's audit committee.  Mr. Severson's resignation was not
a result of any disagreement with the Company over policies,
practices, or procedures.

                        About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer.  CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform.  The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.

The Company reported a net loss of $2.09 million in 2010 and a net
loss of $3.55 million in 2009.  The Company also reported a net
loss of $1.55 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$1.67 million in total assets, $6.58 million in total liabilities,
all current, and a $4.90 million total stockholders' deficit.

As reported by the TCR on April 18, 2011, L J Soldinger Associates
LLC, in Deer Park, Illinois, said in its audit report on the
financial statements for the year ended Dec. 31, 2010, that the
Company's recurring losses from operations and resulting
dependence upon access to additional external financing, raise
substantial doubt concerning its ability to continue as a going
concern.


DELTA PETROLEUM: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Delta Petroleum Corporation filed with the U.S. Bankruptcy Court
for the District of Delaware amended schedules of assets and
liabilities, disclosing $0 assets and $272,393,439 in creditors
holding unsecured non-priority claims resulting to $272,393,439
liabilities.

A full-text copy of the Amended Schedules is available for free at
http://bankrupt.com/misc/DELTA_PETROLEUM_sal_amended.pdf

In its first schedule, the Debtor disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $356,774,329
  B. Personal Property           $17,062,029
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,535,348
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $1,740,387
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $272,589,053
                                 -----------      ------------
        TOTAL                   $373,836,358      $312,864,788

A full-text copy of the original schedules is available for free
at http://bankrupt.com/misc/DELTA_PETROLEUM_sal_firstsal.pdf



                       About Delta Petroleum

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

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

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

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DELTA PETROLEUM: Moves to Protect $1.1 Billion in Tax Benefits
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Delta Petroleum Corp. has
moved to protect some of the more-than $1.1 billion worth of tax
benefits that the Colorado company risks losing at the end of its
bankruptcy case.

                    About Delta Petroleum

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

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

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

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DYNEGY INC: Disclosure Statement Hearing Pushed Back to March 9
---------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on March 9,
2012, at 10:00 a.m. (Eastern Time) to consider the adequacy of
the disclosure statement describing the Chapter 11 Plan of
Reorganization for Dynegy Holdings, LLC.

The hearing was previously scheduled for February 24, 2012.  The
Disclosure Statement Hearing will be held at the courthouse
located at One Bowling Green, New York, NY 10004-1408 in a
courtroom to be determined at a later date.

Meanwhile, the Official Committee of Unsecured Creditors asks the
U.S. Bankruptcy Court for the Southern District of New York not to
approve the Disclosure Statement describing the Chapter 11 Plan
of Reorganization proposed by Dynegy, Inc. and Dynegy Holdings
LLC and its Debtor affiliates.

Counsel to the Committee, Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, contends that the Debtors
are "seeking the Court's approval of an inadequate Disclosure
Statement, for an unconfirmable Plan, at a hearing scheduled to
take place 17 days before the Court-appointed Examiner is due to
release his report on the Prepetition Transactions that are the
impetus for the filing of these Chapter 11 cases and the object of
the settlement under the terms of the Plan."

Mr. Dizengoff points out that the timing of the Disclosure
Statement hearing is another example of the Debtors'
determination to rush the cases toward a conclusion before the
Court and parties-in-interest have the time and ability to
adequately investigate and thereafter analyze the very actions
the cases were initiated to resolve.

"This latest attempt by the Debtors to do so should not be
condoned and must be stopped before significant estate resources
are needlessly wasted," he says.

The Disclosure Statement hearing should not go forward until the
Examiner Report has been submitted and the Court and all parties
have an opportunity to review and analyze it, Mr. Dizengoff
asserts.  He notes that the Examiner Report is due to be
submitted on March 12, 2012.

                           Amended Plan

As reported in the TCR on Jan. 27, 2012, Dynegy Holdings LLC and
its Debtor affiliates filed an amended Chapter 11 Plan of
Reorganization and an accompanying Disclosure Statement for Dynegy
Holdings LLC to the U.S. Bankruptcy Court for the Southern
District of New York on January 19, 2012.

The Amended Plan, among other things, provide for an increase in
the amount of consideration to be provided under the Plan.  The
Amended Plan addresses claims against and interests in Dynegy
Holdings only and does not address claims against and interests
in the other Debtors.

The Amended Plan will implement a modified agreement worked out
with holders of $1.8 billion of the $3.5 billion in unsecured
senior notes and the $215 billion in subordinated notes.  Under
the Plan, noteholders and other unsecured creditors would share
$400 million in cash, $1.015 billion in seven-year 11% secured
notes, and $2.1 billion in convertible pay-in-kind notes
mandatorily convertible at maturity in December 2015 into 97% of
the equity.  Claims on the notes and other general unsecured
claims together will total from $3.67 billion to $3.89 billion.

                        About Dynegy Inc.

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Defends Same Grouping of Senior and Subordinated Debt
-----------------------------------------------------------------
Dynegy, Inc., and Dynegy Holdings LLC and its Debtor affiliates
ask the Bankruptcy Court not to grant Claren Road Asset Management
LLC and CQS DO S1 Limited's request to determine the
classification of the Subordinated Notes Claims.

J. Christopher Shore, Esq., at White & Case LLP, in New York,
contends that despite CQS and Claren Road's clever attempts to
distract the Court with allegations of improper motives and
violations of the absolutely priority rule, the issue raised is a
narrow one: whether senior and subordinated debt may be
classified together in the same class.

"On that issue the law is clear: single classification of senior
and subordinated debt is permissible under Section 1122 of the
Bankruptcy Code," Mr. Shore argues.

Mr. Shore asserts that the Subordinated Notes Claims are
"substantially similar" to other claims classified as Class 3 -
General Unsecured Claims under the Plan, as required by Section
1122 of the Bankruptcy Code, and may be classified together.  He
contends that focusing only on Senior Notes Claims, which are
also classified as Class 3 Claims under the Plan, CQS and Claren
Road argue that the subordination provisions in the Subordinated
Notes Indenture renders them substantially dissimilar from the
Senior Notes Claims and requires separate classification.

Whether the Subordinated Notes Claims are "substantially similar"
to other Class 3 Claims, including the Senior Notes Claims, is
not determined by looking at their contractual rights but by
looking at their rights on Dynegy Holdings, Mr. Shore contends.
He notes that all the rights of holders of Class 3 Claims on
Dynegy Holdings are substantially similar if not identical.

"The fact that holders of Subordinated Notes Claims have
contractually agreed to be subordinated to the holders of Senior
Notes Claims does not change this result," Mr. Shore argues.

In addition, Mr. Shore says the Movants' assertions that they are
being "disenfranchised" under the Plan, and should thus be
classified separately from other Class 3 Claims, boils down to
the simple fact that they are relatively small holders of Class 3
Claims compared to the aggregate amount of all Class 3 Claims,
and they are dissatisfied with their level of negotiating power
in the Chapter 11 Cases.

"The size of a claim relative to other substantially similar
claims, however, is not a valid basis for classifying such claims
separately," he notes.

Furthermore, Mr. Shore contends that CQS and Claren Road's
purported objection to the claims classification scheme under the
Plan is premature and should be addressed at the hearing on
confirmation of the Plan.

The Court has adjourned the hearing CQS and Claren Road's
requests to March 9, 2012 at 10:00 a.m.  The hearing was
originally scheduled for February 24, 2012.

                        About Dynegy Inc.

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Examiner Proposes to Tap DWP&V as Tax Counsel
---------------------------------------------------------
Susheel Kirpalani, Esq., the Court-appointed Chapter 11 examiner
for Dynegy Holdings LLC and its affiliates, asks the Bankruptcy
Court for authority to retain Davies Ward Phillips & Vineberg LLP
as special tax counsel nunc pro tunc to February 11, 2012.

As special tax counsel, Davies Ward will help the Examiner
analyze the tax effects of past transactions by the Debtors,
evaluate transactional and other documentation, conduct
interviews, participate in the Bankruptcy Court proceedings, and
render other legal services relating to the tax matters as Davies
Ward may ask in connection with the case.

The Examiner proposes to retain Davies Ward on its usual terms
and conditions, with one exception.  If retention of Davies Ward
is approved by the Court, and without prejudice to Davies Ward's
existing or future engagements, Davies Ward will provide a
discount of 10% on the rates of professionals and
paraprofessionals who incur time on the engagement.

The Chapter 11 Examiner expects to retain these Davies Ward
professionals and pay them according to their hourly rate:

  Peter A. Glicklich, Esq.                  $895
  Abraham Leitner, Esq.                     $730
  Megan J. Grandinetti, Esq.                $405

Davies Ward will also be reimbursed for all actual out-of-pocket
expenses it incurs, like photocopying services, printing,
delivery charges, filing fees, postage, travel expenses, computer
research time, and other disbursements.

Peter A. Glicklich, Esq., a partner at Davies Ward, 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 Debtors and their estates.

                        About Dynegy Inc.

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DZF PROPERTIES: Can Hire Grubb & Ellis as Real Estate Broker
------------------------------------------------------------
Judge Arthur S. Weissbrodt has authorized DZF Properties, LLC, to
employ Grubb & Ellis Commercial Real Estate Services, a real
estate brokerage firm, to represent the Debtor in the sale of a
real estate property.

Charles B. Greene, Esq., representing the Debtor, relates that
among the assets of the Debtor's estate is a parcel of real
property located at 2600 Augustine Drive, 3380 Montgomery Drive,
and 3265 Scott Boulevard in Santa Clara, California.  The Debtor
believes that it is in best interests of its estate to employ a
real estate broker to assist in the marketing and sale of the real
property.

The general terms of the agreement between the Debtor and the
proposed real estate broker with regard to the real property are:

     A. The sales price of the real property will be $11,000,000.

     B. The compensation sought by the proposed real estate broker
        is equal to 3% of the gross sales price.

The professional who will be primarily be responsible for the
engagement is:

         Nigel P. Keep
         Grubb & Ellis Commercial Real Estate Services
         1732 N. 1st St., Suite 100
         San Jose, California 95112
         Tel: (408) 453-2388

                       About DZF Properties

DZF Properties, LLC, based in Los Gatos, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-60649) on
Nov. 17, 2011.  Judge Arthur S. Weissbrodt presides over the case.
It scheduled $12,750,000 in assets and $8,661,625 in debts.  The
petition was signed by David Feece, Sr., the Debtor's managing
member.  Mr. Feece has been appointed by the Court as responsible
individual for the Debtor.


EAST HARLEM: Plan Exclusivity Extended to April 13
--------------------------------------------------
The Hon. James M. Peck has approved a stipulation between East
Harlem Property Holdings, LP, and secured creditor C-III
Acquisitions LLC extending the exclusive period within which to
solicit acceptances of the plan of reorganization to Apr. 13,
2012.  In addition, the confirmation hearing on the plan should
occur on or before May 15, 2012, according to the order.

As reported in the Troubled Company Reporter on Feb. 17, 2012,
East Harlem Property Holdings, LP, submitted to the U.S.
Bankruptcy Court for the Southern District of New York a plan of
reorganization and disclosure statement dated Feb. 10, 2012.

The Plan contemplates the sale, assignment, and transfer of the
Debtor's right title and interest in its "membership interests" in
27 special purpose entities to SG2-E&M Harlem Portfolio Owner LLC
in exchange for $4 million.  The special purpose entities own in
the aggregate 1,200 residential units and 50 commercial units
located within 46 buildings a New York area known as East Harlem.

Distributions to allowed claims and interests under the Plan will
be funded from the sale of the Membership Interests.

With respect to its Class 1 Secured Claim estimated for
$27,561,855, C-III Acquisitions LLC has agreed to release any
liens and claims in and to the Membership Interests and exchange
general releases with the Debtor.  Class 2 Priority Claims and
Class 3 Unsecured Claims, estimated at $229,447, will be paid in
full on or within 15 days of the Effective Date.  Class 4 Partner
Interests will be paid any funds remaining in the Confirmation
Account after the payment of Allowed Claims.

Allowed Administrative Claims, estimated at $150,000, and Allowed
Priority Tax Claims, estimated at $16,696, will also be paid in
full.

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

        http://bankrupt.com/misc/EASTHARLEM_DSFeb10.PDF

                         About East Harlem

East Harlem Property Holdings, LP, is a limited partnership formed
in Delaware on March 13, 2007.  The Debtor owns 100% of the
limited liability company membership interests in 27 special
purpose entities, which own, in the aggregate, approximately
1,200 residential units and 50 commercial units located within 47
buildings located in New York, New York.  The Real Properties are
primarily located in an area bounded by 100th Street to the south,
188th Street to the north, Pleasant Avenue to the east and Park
Avenue to the west.

The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No.
11-14368) on Sept. 15, 2011.  Judge James M. Peck presides over
the bankruptcy case.  Joseph S. Maniscalco, Esq., and Jordan
Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh,
New York, represents the Debtor as counsel.  In its schedules, the
Debtor disclosed assets of $230,000,000 and liabilities of
$27,807,999.  The petition was signed by Linda Greenfield, vice
president of Harlem Housing, LLC, sole and managing member of East
Harlem GP, LLC, general partner.


EASTMAN KODAK: Application to Tap Lazard as Investment Banker
-------------------------------------------------------------
Eastman Kodak Co. and its affiliates filed an application to
employ Lazard Freres & Co. LLC as their investment banker nunc pro
tunc to the Petition Date.

Lazard will provide investment banking services as the firm and
the Debtors deem appropriate and feasible in order to advise the
Debtors and their affiliates in the course of the Chapter 11
cases, including, but not limited to:

  (a) reviewing and analyzing the Company's business and
      financial condition, as well as its business plan and
      financial projections;

  (b) assisting the Company in evaluating potential strategic
      and capital structure alternatives, including one or more
      Transactions;

  (c) assisting the Company in evaluating the potential use of
      any Transaction proceeds;

  (d) attending meetings of the Board of Directors of Kodak with
      respect to matters on which Lazard has been engaged to
      advise under the Engagement Letter dated September 12,
      2011;

  (e) assisting the Company in any potential IP Sale
      Transaction, including identifying and interacting with
      potential Buyers, marketing the Portfolio to potential
      Buyers, advising the Company in connection with any
      subsequent negotiations and aiding in the consummation of
      any IP Sale Transaction;

  (f) assisting the Company in evaluating and consummating any
      potential Sale Transactions;

  (g) advising and assisting the Company in evaluating any
      potential Financing transaction by the Company, and,
      subject to Lazard's agreement so to act and, if requested
      by Lazard, to execution of customary agreements, on behalf
      of the Company, contacting potential sources of capital as
      the Company may designate and assisting the Company in
      implementing that Financing; and

  (h) rendering financial advice to the Company in connection
      with any Restructuring, including:

      (i) assisting in the determination of a range of values
          for the Company on a going concern basis;

     (ii) evaluating the Company's potential debt capacity in
          light of its projected cash flows and assisting in the
          determination of a capital structure for the Company;

    (iii) advising the Company on the timing, nature, and terms
          of new securities, other consideration or other
          inducements to be offered pursuant to any
          Restructuring;

     (iv) advising the Company on tactics and strategies for
          negotiating with the Stakeholders;

      (v) participating in meetings and negotiations with the
          Stakeholders, rating agencies and other appropriate
          parties;

     (vi) assisting the Company in preparing documentation
          within Lazard's area of expertise that is required in
          connection with any Restructuring; and

    (vii) providing testimony, as necessary, with respect to
          matters on which Lazard has been engaged to advise
          under the Engagement Letter in any proceeding before
          the Court.

In the original proposal, the Debtors said Lazard will be paid
these fees for its services:

  -- A $250,000 monthly fee payable until the completion of a
     Restructuring or the termination of Lazard's engagement.
     All Monthly Fees paid following the 12th month of Lazard's
     engagement will be credited against any fees paid to Lazard
     if the Company consummates a sale of its intellectual
     property portfolio or a sale transaction incorporating all
     or a majority of the Debtors' assets or all or a majority
     or controlling interest in the equity securities of Eastman
     Kodak Company; provided, that that credit will only apply
     to the extent that those fees are approved in their
     entirety by the Court.

  -- Separate fees if the Company consummates an IP Sale
     Transaction or a Sale Transaction, or if the Company
     consummates any Sale Transaction not covered by the sale of
     all or substantially all of the Debtors' assets.  One half
     of any Minority Sale Transaction Fee paid will be credited
     against any Restructuring Fee or Sale Transaction Fee
     subsequently payable.

  -- A fee equal to 20% of any break-up, termination, topping or
     similar fee or payment paid to the Debtors related to an IP
     Sale Transaction, a Sale Transaction Lazard or a Minority
     Sale Transaction.

  -- A fee if the Company consummates any Financing.  One-half
     of any Financing Fees paid will be credited against any
     Restructuring Fee or Sale Transaction Fee subsequently
     payable.

  -- A $12.5 million fee if the Company consummates a
     Restructuring, which fee is payable to Lazard upon
     consummation of the Restructuring.

Lazard will be periodically reimbursed for all of its reasonable
expenses provided that those expenses will not exceed $100,000 in
the aggregate without the Company's consent.

The Debtors and Lazard have agreed that the terms of an
indemnification letter, dated October 24, 2006, between the firm
and Eastman Kodak Company will remain in full force and effect and
apply to Lazard's engagement under the Sept. 12, 2011 Engagement
Letter.

David Descoteaux, a managing director of Lazard, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b), and holds no interest adverse to the Debtors or their
estates.

Lazard has informed the Debtors that it is owed approximately
$170,000 associated with services performed and expenses incurred
prior to the Petition Date.  Lazard has waived any and all
entitlement to make a prepetition claim against the Debtors with
respect to any those fees and expense reimbursement.  Accordingly,
Mr. Descoteaux says, Lazard will not be a "creditor" of the
Debtors within the meaning of Section 101(10).

Mr. Descoteaux also discloses that, prior to the Petition Date,
Lazard was paid $1,263,333 of Monthly Fees for prepetition
services, and received $66,244 for the reimbursement of expenses,
in accordance with the Engagement Letter and the Prior Engagement
Letter.


EASTMAN KODAK: Agrees to Proceed With Trial on RIM Patent Suit
--------------------------------------------------------------
Eastman Kodak Co. and Research In Motion Ltd. agreed to proceed
with a trial in a lawsuit in U.S. District Court in Texas to
decide whether RIM's products infringe Kodak patents, Bloomberg
News reported.

Eastman Kodak's filing for bankruptcy protection on January 19
automatically halted the patent-infringement trial that had been
scheduled to begin next month.

If the U.S. Bankruptcy Court in Manhattan agrees at a March 8
hearing, Ontario-based RIM will be able to proceed with a suit it
filed in November 2008, seeking a declaration that its products do
not infringe Kodak patents.  Eastman Kodak filed counterclaims
later, seeking hundreds of million in damages for patent
infringement, according to the report.

The committee representing Eastman Kodak's unsecured creditors
also believes the lawsuit should go forward.  If the company
succeeds, the suit will bring funds into the bankrupt estate or
increase the price it will receive for selling technology,
Bloomberg News reported.

                       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).


EASTMAN KODAK: Sec. 341 Meeting of Creditors Set for March 12
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of creditors of Eastman Kodak Co. and its affiliated
debtors on March 12, 2012, at 1:00 p.m., at 80 Broad Street, 4th
Floor, in New York.

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
Eastman Kodak's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

Attendance by 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 Southern District of New York.

                       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).


EASTMAN KODAK: Gets Final Approval to Borrow $950 Million
---------------------------------------------------------
Eastman Kodak Co. obtained final approval from Judge Allan Gropper
of the U.S. Bankruptcy Court in Manhattan to continue borrowing on
its $950 million debtor-in-possession loan from Citigroup Inc.

The company previously received interim approval to borrow $650
million.  The bankruptcy loan allows Eastman Kodak to operate
normally during bankruptcy while it tries to sell its digital-
imaging patents.

The financing consists of (a) up to $700 million under a senior
secured non-amortizing term loan facility, with $450 million
available at the effective date and an additional $250 million
that will be available after entry of the final order, and (b) up
to $250 million under a senior secured non-amortized asset-based
revolving credit facility; provided that $25 million will be
available to fund only non-Debtor affiliate Kodak Canada.  The
revolving credit facility will include a sub-facility for letters
of credit in the aggregate amount of $200 million.  Citicorp North
America serves as both syndication and administrative agent for
the lenders, and interest will be paid at: (i) the applicable
margin plus the base rate or (ii) the applicable margin plus the
current LIBO rate, provided that the LIBO rate will be not less
than 1.50%.

Earlier, International Business Machines Corp. and FujiFilm Corp.
called for the approval of an additional provision proposed by
Samsung Electronics Co. Ltd. protecting their defenses to claims
by Eastman Kodak as well as their rights as licensees of
intellectual property.

To resolve the objections, the final DIP order gives all licensees
of Eastman Kodak's intellectual property the right to assert that
any lien or interest conferred under the final order is subject to
their other license or ownership rights, or that they must be
granted adequate protection for such other rights as a
precondition to any impairment.

A full-text of the final order is available without charge
at http://bankrupt.com/misc/Kodak_FinalDIPOrder.pdf

The loan approval came on the heels of a settlement Eastman Kodak
offered to holders of $750 million in second-lien debt, according
to a report by Bloomberg News.  Specifically, the Debtors entered
into a settlement with representatives of an "ad hoc committee" of
holders of Eastman Kodak's 10.625% Senior Secured Notes due March
15, 2019 and its 9.75% Senior Secured Notes due March 1, 2018.

The settlement describes how the proceeds will be distributed when
the company sells intellectual property that may be worth billions
of dollars.

The settlement would assure the junior noteholders of payment of
their professional fees and interest, assuming the sale price is
high enough.  The noteholders in return would give up any claim
for interest at the higher default rate as well as claims for so-
called prepayment penalty or make-whole premium if the notes are
paid before scheduled maturity, according to the report.

Specifically, under the settlement, professionals representing the
Prepetition Second Lien Noteholders will be paid regardless of
whether those fees and expenses were incurred before or after the
Petition Date.  The professionals are: Akin Gump Strauss Hauer &
Feld LLP, as special counsel; Blackstone Advisory Partners LP, as
financial advisor; Capstone Advisory Group, LLC, as special
intellectual property financial advisor; and Covington & Burling
LLP, as counsel to the Notes Trustee.

Under the settlement, technology sale proceeds would first go to
pay off the term loan and revolving credit and cover letters of
credit.  Next, excess proceeds will pay half of accrued interest
owing to the noteholders.

Eastman Kodak can retain the next $250 million.  After that, the
noteholders receive the remainder of their accrued interest.  The
settlement then includes a formula for paying principal owing on
the second-lien notes, Bloomberg News reported.

Antonio M. Perez, Chairman and Chief Executive Officer, said in a
Company statement, "Today's agreement is another step towards
ensuring that Kodak is positioned to execute on the goals the
Company set out last month: Bolster our liquidity in the U.S. and
abroad, monetize our non-strategic intellectual property, fairly
resolve legacy liabilities, and enable Kodak to focus on its most
valuable business lines."

A full-text copy of the Second Lien Noteholders' Settlement filed
with the U.S. Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?7791

             U.S. Trustee Hits Kodak's Bid to Keep
                     Fee Letter Under Seal

In a related development, the U.S. Trustee, a Justice Department
agency overseeing bankruptcy cases, opposed Eastman Kodak's
request to file under seal a so-called fee letter it executed with
Citigroup Global Markets Inc.

The letter dated January 20, 2012, contains fees and other costs
connected with Eastman Kodak's $950 million bankruptcy loan from
Citigroup.

The U.S. Trustee said there is no reason that the "routinely
disclosed fees and costs" related to the bankruptcy loan cannot be
disclosed through a redaction of the fee letter so to protect
Citigroup Global's methodology for calculating fees and the market
flex terms, which the lender regarded as highly sensitive and
confidential.

                Amendment No. 2 to DIP Agreement

Kodak disclosed with the U.S. Securities and Exchange Commission
that it has entered into Amendment No. 2 of the DIP Credit
Agreement.  The amendments include modification of the definition
of the term "Adjusted EBITDA" and other terms used in the credit
agreement.  A full-text copy of Amendment No. 2 is available for
free at http://ResearchArchives.com/t/s?7792

                Cash Collateral Access Approved

Judge Allan Gropper authorized, on a final basis, Eastman Kodak
Co. and its affiliates to use Cash Collateral and all other
collateral securing any prepetition debt.  Adequate protection is
granted to any prepetition secured creditor with respect to, among
others, use of their Cash Collateral and all use and diminution in
the value of the Prepetition Collateral.

The Prepetition First Lien Agent will be granted (1) a replacement
security interest in and lien upon all the Collateral, subject and
subordinate only to (i) the security interests and liens granted
to the DIP Agent and (ii) the Carve Out, (2) contingent adequate
protection liens, (3) a superpriority claim, and (4) payment of
interest, fees and expenses.

The Prepetition Second Lien Noteholders and Notes Trustee are also
granted adequate protection in the form of junior adequate
protection liens, a superpriority claim subject to the Carve Out,
and payment of fees and expenses incurred by their professionals.

"Carve Out" means (i) all fees and interest required to be paid to
the Clerk of the Bankruptcy Court and to the Office of the United
States Trustee, (ii) all reasonable fees and expenses incurred by
a trustee under section 726(b) of the Bankruptcy Code in an amount
not exceeding $100,000 and (iii) all allowed and unpaid claims of
any professional of the Debtors or the statutory committee of
unsecured creditors appointed in the Chapter 11 Cases in an
aggregate amount not exceeding $10,000,000.

                       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).


EASTMAN KODAK: Apple Proposes to Prosecute Patent Complaint
-----------------------------------------------------------
Apple Inc. sought approval from the U.S. Bankruptcy Court in
Manhattan to file a patent-infringement complaint against Eastman
Kodak Co. in the International Trade Commission.

Apple accuses the company of infringing on patents it owns, which
cover technologies used in digital products that Eastman Kodak
imports to and sells in the U.S.

The complaint seeks an investigation into Eastman Kodak's alleged
patent infringement.  It is also requesting the ITC to issue an
"exclusion" order to the U.S. Customs and Border Protection
barring the Kodak products that infringe on Apple's patents from
entry into the U.S. as well as a cease-and-desist order
prohibiting the company from selling those products in the
country.

Apple will also lodge a complaint based on patent-infringement
claims in U.S. District Court in Manhattan for permanent
injunction against Eastman Kodak as ITC's jurisdiction only
extends to regulation of imported goods.

Eastman Kodak will have the right to ask the bankruptcy court to
halt the district court case until ITC makes its ruling, Apple
said in court papers.

The hearing to consider approval of the request is set for
February 28, 2012.  Objections are due by February 23, 2012.

Apple previously claimed it is the true owner of the image-
preview patent that is the subject of infringement claims lodged
against it and Research in Motion Ltd.  The California-based
company contends that it developed a digital camera in the early
1990s that it shared with Eastman Kodak, and that the latter then
sought the patent on the technology which Eastman Kodak denied,
according to a report by Bloomberg News.

Earlier, Apple objected to a patent-infringement complaint that
Eastman Kodak filed last month before the ITC against it and HTC
Corp.  It argued that the commission should not investigate the
complaint because of Eastman Kodak's bankruptcy filing and the
company's plan to sell its patents and digital camera business,
Bloomberg News reported.

In a February 10 response, Eastman Kodak said its bankruptcy does
not alter the fact that it has invested in digital imaging
technology and continues to seek licenses for its inventions.  The
ITC is scheduled to decide by February 23 whether it will
institute the investigation, according to the report.

                       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).


ELEPHANT TALK: Steven Velden Discloses 7.6% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Steven Paul Karel Maire Van der Velden disclosed that,
as of Dec. 31, 2011, he beneficially owns 8,689,660 shares of
common stock of Elephant Talk Communications Corp. representing
7.66% based on 113,380,067 shares of common stock outstanding as
of Dec. 31, 2011.  A full-text copy of the filing is available for
free at http://is.gd/AjdKAh

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $92.48 million in 2010 compared
with a net loss of $17.30 million in 2009.  The Company reported a
net loss of $18.70 million for the nine months period ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $50.86
million in total assets, $9.53 million in total liabilities and
$41.32 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


ESTATE FINANCIAL: Ch. 11 Trustee Wants Litigation Claims Expert
---------------------------------------------------------------
Thomas P. Jeremiassen, the Chapter 11 trustee for the estate of
Estate Financial Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ
consultant/expert for the prosecution of litigation claims
effective as of Aug. 1, 2011.

The EFI Trustee also requested that the Court issue an order
authorizing and directing (a) that the application to employ
consultant/expert and the related order be filed under seal,
including all documents relating thereto.

To the best of the trustee's knowledge, the expert does not hold
or represent an interest adverse to the Debtor's estate and that
the expert is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The EFI trustee is represented by:

         Robert B. Orgel, Esq.
         Samuel R. Maizel, Esq.
         Jeffrey L. Kandel, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067-4100
         Tel: (310) 300-2027
         Fax: (310) 201-0760
         E-mail: jkandel@pszjlaw.com

             - and -

         David A. Juhnke, Esq.
         Joshua W. Martin, Esq.
         SINSHEIMER JUHNKE LEBENS & McIVOR, LLP
         1010 Peach Street, Post Office Box 31
         San Luis Obispo, California 93406
         Tel: (805) 541-2800
         Fax: (805) 541-2802
         E-mail: djuhnke@sjlmlaw.com

                       About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.

On July 30, 2008, Thomas P. Jeremiassen accepted his appointment
as the chapter 11 trustee of EFI and has served as the duly
qualified and acting chapter 11 trustee of the estate.  Berkeley
Research Group, LLC, serves as its successor accountants.


EUROMAX INT'L: Moody's Affirms 'Caa1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service revised the rating outlook for Euramax
International, Inc. to stable from positive and affirmed all of
the company's existing ratings, including the Caa1 corporate
family and probability of default ratings and the Caa1 rating for
the company's senior secured notes due in 2016.

The following rating actions were taken:

- Caa1 Corporate Family Rating affirmed

- Caa1 Probability of Default Rating affirmed

- Caa1 (LGD4, 50%) rating on $375 million senior secured notes due
  2015 affirmed

RATINGS RATIONALE

The change in the rating outlook from positive to stable reflects
Euramax's inability to reduce debt leverage and meet expectations
for improved operating profitability on an annual basis. Moody's
expects sustained weak profitability to diminish the company's
free cash flow generation over the next 12 to 18 months, which may
prompt increased usage of the revolving credit facility compared
with prior years. Expectations for only moderately higher
revenues, continued softness in operating margins and no
significant reduction in balance sheet debt point to elevated
adjusted debt leverage in excess of 8.0x over the next 12 to 18
months.

The Caa1 corporate family rating considers the company's elevated
adjusted debt leverage of approximately 8.5x debt-to-EBITDA,
adjusted interest coverage below 1.0x, and weakening operating
margins despite increasing revenues. In addition, the rating
reflects Moody's expectations for a slow recovery in the
residential repair and remodeling and non-residential construction
markets, exposure to commodity price volatility and on-going
uncertainty about the euro zone. The rating also takes into
consideration the limited ability to reduce long-term debt, due
largely to expectations for weak free cash flow generation over
the next 12 to 18 months. However, the lack of significant long-
term debt maturities until 2016 supports the company's liquidity
and gives it time to work toward restoring operating
profitability.

The ratings may be upgraded if the company is able to show
improvement in operating margins such that adjusted EBITA margin
improves to at least mid-single digits on an annual basis,
adjusted EBITA-to-interest expense approaches 2.0x, and adjusted
debt-to-EBITDA falls below 6.5x.

The ratings may come under pressure if adjusted EBITA-to-interest
expense falls below 0.5x or if the company is unable to achieve
adjusted debt-to-EBITDA less than 8.0x. Also, if the company
remains unable to meet its springing fixed charge coverage
covenant in the event that availability under the revolver
approaches the minimum threshold, the ratings could be affected.

The principal methodology used in rating Euramax was the Global
Manufacturing Industry Methodology published in December 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 Norcross, Georgia, Euramax International, Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.


EVERYWARE INC: S&P Assigns Prelim. 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to U.S.-based EveryWare Inc., a
manufacturer and distributor of tableware, including glassware,
dinnerware, and flatware. The outlook is stable.

Standard & Poor's also assigned a preliminary 'B' issue-level
rating to EveryWare's $150 million senior secured term loan due in
six years. "The preliminary recovery rating is '3', indicating our
expectation for meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

"The speculative-grade ratings on U.S.-based EveryWare reflect
Standard & Poor's assessment that the company's financial risk
profile is 'highly leveraged', given the significant debt
obligations following the merger, and its very aggressive
financial policy of seeking acquisitions and paying dividends to
its owners. Pro forma for the transaction, we estimate that the
company will have about $190 million of reported debt
outstanding," S&P said.

"Based on the company's small EBITDA base and heavy debt burden,
we believe its credit metrics will deteriorate quickly if it
incurs operating difficulties," said Standard & Poor's credit
analyst Stephanie Harter.

"The ratings also incorporate our assessment of EveryWare's
business risk profile as 'weak.' Key factors in this assessment
include our view of EveryWare's narrow product portfolio;
participation in the mature and highly competitive glassware,
dinnerware, and flatware categories; exposure to commodity costs;
and limited brand and geographic diversity," S&P said.


FANNIE MAE: Legal Fees Cost Taxpayers Almost $50 Million
--------------------------------------------------------
American Bankruptcy Institute reports that a regulatory analysis
has found that taxpayers have advanced almost $50 million in legal
payments to defend former executives of Fannie Mae and Freddie Mac
in the three years since the government rescued the giant mortgage
companies.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities, and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: Equity Committee Wants to File Competing Plan
----------------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders asks
the Bankruptcy Court to terminate the period during which Filene's
Basement, LLC, et al., have the exclusive right to file a plan of
reorganization and terminate the period during which the Debtors
have the exclusive right to solicit acceptances of that Plan.  The
Equity Committee wants to file and solicit a competing Chapter 11
plan that pays allowed claims in full and maximizes value for
equity holders.

The Equity Committee is concerned that the Debtors are not using
exclusivity for a limited purpose of negotiating a plan of
reorganization with their key stakeholders.

"To date, all of the Debtors' actions and statements, both
prepetition and in the first ninety days of these cases, suggest
that they have considered nothing but the liquidation of the Syms
real estate.  The Debtors have proceeded in this manner
notwithstanding their awareness that the Equity Committee will
oppose a liquidation plan because it believes that liquidating
Syms will destroy substantial equity value," asserts Matthew B.
Harvey, Esq., counsel to the Equity Committee.

                         About 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
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

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.


FLINT ENERGY: Moody's Reviews 'B1' Corp. Rating for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Flint Energy Services Ltd's
(Flint) B1 Corporate Family Rating (CFR), B1 Probability of
Default Rating (PDR) and B2 senior unsecured rating under review
for upgrade following the announcement that the company has signed
a definitive agreement to be acquired by URS Corporation (URS)
(Baa3 stable). The total transaction value is $1.5 billion
including $225 million of debt and finance leases. Closing of the
transaction is subject to the approval of Flint's shareholders and
other customary closing conditions.

"We have put the ratings of Flint on review for an upgrade based
on its announced agreement to be acquired by URS, a company with a
much stronger credit profile", said Terry Marshall, Moody's Senior
Vice President.

On Review for Possible Upgrade:

   Issuer: Flint Energy Services Ltd.

   -- Probability of Default Rating, Placed on Review for Possible
      Upgrade, currently B1

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently B1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently B2

Outlook Actions:

   Issuer: Flint Energy Services Ltd.

   -- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for upgrade will focus on whether URS guarantees,
legally assumes or otherwise contractually supports the C$175
million of senior unsecured notes, in which case the rating is
likely to be upgraded to the rating of URS Corporation. If Flint's
senior unsecured notes remain outstanding and are not guaranteed
or otherwise supported after the acquisition is completed, the
ratings could still be upgraded as long as sufficient financial
information for Flint is available to monitor the ratings, but not
to the level of the URS Corporation rating. Should the notes be
repaid in connection with the closing of the transaction, Moody's
will withdraw all of the Flint's ratings.

The principal methodology used in rating Flint Energy Services
Ltd. was the Global Oilfield Services Industry Methodology
published in December 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.

Flint Energy Services Ltd. is a Calgary, Alberta-based provider of
products, services and maintenance to the oil and gas industry.


FLINT ENERGY: S&P Puts 'BB-' Corp. Credit Rating on Watch Pos.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-'long-term
corporate credit and senior unsecured debt ratings on Calgary,
Alta.-based Flint Energy Services Ltd. on CreditWatch with
positive implications, following URS Corp.'s (BBB-/Stable/--)
announced intention to acquire all of Flint's issued and
outstanding common shares for a total purchase price of C$1.25
billion. The '3' recovery rating on Flint's C$175 million senior
unsecured debt, maturing in 2019, remains unchanged. The
transaction is expected to close by June 30, 2012.

Given the higher credit rating on URS, Standard & Poor's expects
to raise its long-term corporate credit and senior unsecured debt
ratings on Flint on completion of the URS acquisition. Pro forma
this transaction, Flint is estimated to account for about 22% of
the consolidated entity's revenues, based on the year-to-date
financial performance at Sept. 30, 2011.

"With the addition of URS' engineering capability to Flint's
construction services, we believe Flint should be able to improve
its competitive position in the growing oil sands sector of the
oil and gas industry. There is the potential for the Flint and URS
combined entity to increase its participation in the future
development of in-situ oil sands projects, which are expected to
account for the majority of the estimated C$180 billion of
development activity likely to occur during the next 10 years.
These business opportunities will largely occur in the company's
Facility Infrastructure division, a segment that has historically
generated operating margins that are slightly weaker than the
company's consolidated margins; however, the combined company
should be able to improve the segment's operating margin
performance through its expanded service capabilities (which will
now include engineering, procurement, and construction). Although
we do not expect this segment's operating margins will reach or
exceed Flint's recent 8%-10% realized consolidated operating
margins during the next 24 months, we believe the segment will
continue to grow as a percentage of Flint's total revenues and
operating income," S&P said.

"As Flint will now be able to add URS' engineering capability to
its service offering in the market segments where it operates, we
believe the company could improve its overall competitive position
as a service provider to the Canadian oil and gas industry," said
Standard & Poor's credit analyst Michelle Dathorne. "Flint's
ability to improve its profitability will, however, remain
contingent on the company's ability to pass unanticipated cost
increases to its customers," Ms. Dathorne added.

Standard & Poor's expects to resolve the CreditWatch placement
before June 30, 2012.


FREDERICK WENDT-HUGHES: Attorney's Lawsuit Survives Dismissal Bid
-----------------------------------------------------------------
District Judge Juan M. Perez-Gimenez denied the request of
co-defendants Juan Piza Blondet and La Julia Development, Inc., to
dismiss a lawsuit by Stuart A. Weinstein-Bacal on the grounds that
the plaintiff failed to join an indispensable party, namely, Word
Processing Centers, Inc., to the action.

On Aug. 3, 2010, attorney Mr. Weinstein-Bacal filed a claim for
damages against Frederick Wendt-Hughes, his wife Alice Wendt, the
Conjugal Partnership Wendt-Wendt, La Julia Development, TSH
Corporation, and other unknown defendants.  Essentially, Mr.
Weinstein-Bacal alleges that the events that bring about the claim
stem from Mr. Wendt's Chapter 11 bankruptcy proceedings, wherein
Mr. Weinstein-Bacal represented the Wendts and a closely-held
corporation by the name of Word Processing Center, Inc.  A
bankruptcy court approved a plan of reorganization that included
the payment of $72,790.83 in attorney fees to be made upon the
sale of a real-estate property in the Las Olas Condominium in
Condado, Puerto Rico.  Subsequent to the discharge of the debtors
in bankruptcy court, Mr. Weinstein-Bacal alleges that the Wendts
sold the Las Olas property without notice and did not pay the
attorney fees owed to Mr. Weinstein-Bacal.  As a result, Mr.
Weinstein-Bacal sued the Wendts and WPC before the local courts,
and in 2001, obtained a judgment in his favor for $72,790.83 plus
interest.

Mr. Weinstein-Bacal now claims, however, that to avoid paying the
fees owed, co-defendant Mr. Wendt filed for personal bankruptcy on
at least three occasions after the local court judgment was
issued.  Following the dismissal of the bankruptcy cases, on May
2, 2006, the local court issued an embargo order seizing all of
the Wendts' shares of WPC.  This order was notified to the parties
on May 8, 2006.  Mr. Weinstein-Bacal alleges that at the time of
the embargo order, WPC's only asset was a property on the first
floor of a building located at 103 University Avenue in Rio
Piedras, Puerto Rico.  In accordance with the embargo order, Mr.
Weinstein-Bacal recorded a preventive entry with the Property
Registrar in the amount of the attorney fees owed, and Mr. Wendt's
shares of WPC were seized.  Thereafter, on Sept. 10, 2006, a
lawfully conducted auction took place and the shares of WPC stock
were adjudicated to Mr. Weinstein-Bacal.

However, on May 24, 2006, Mr. Wendt, appearing as president of
WPC, sold the University Avenue Property to a company by the name
of La Julia, represented by Juan Piza, in a deed of sale prepared
by attorney and notary public Rafael J. Baragano, who is now
deceased.  Although attorney Mr. Baragano allegedly warned the
parties in the deed that the property in question was subject to a
lien in favor of Mr. Weinstein-Bacal, both Messrs. Piza and Wendt
represented that the debt had been satisfied prior to the
execution of the deed.  However, Mr. Weinstein-Bacal now claims
this information was false.  In addition, Mr. Weinstein-Bacal now
complains that he was never provided a notice of the intended sale
of the property and alleges the transaction was made with the
purpose to defraud him inasmuch as Mr. Wendt and La Julia are
alter egos.

Mr. Weinstein-Bacal now requests that the District Court declare
the sale of the University Avenue Property to La Julia null and
void ab initio and order the Property Registrar of the
Commonwealth of Puerto Rico to cancel the registration of the
transfer.  In addition, Mr. Weinstein-Bacal now requests that the
District Court order Mr. Wendt, his alter egos and/or La Julia to
cease and desist from interfering with the use and enjoyment of
the property in question; order Mr. Wendt to pay Mr. Weinstein-
Bacal $400,000 for the rent received as a result of the fraudulent
sale; and order all defendants to pay Mr. Weinstein-Bacal $500,000
in damages.

The lawsuit is STUART A. WEINSTEIN-BACAL, Plaintiff, v. FREDERICK
WENDT-HUGHES, ET ALS., Defendants, Civ. No. 10-1750 (D. P.R.)  A
copy of the Court's Feb. 15, 2012 Opinion and Order is available
at http://is.gd/RTiTPsfrom Leagle.com.

Stuart A. Weinstein-Bacal is represented by:

         Javier A. Vega-Villalba, Esq.
         Peter W. Miller, Esq.
         WEINSTEIN-BACAL & ASSOCIATES, PSC
         Gonzalez Padin Building Penthouse
         154 Rafael Cordero Street
         Old San Juan, PR 00901
         Tel: 787-977-2550
         E-mail: swb@w-bmlaw.com
                 pwm@w-bmlaw.com

Frederick Wendt-Hughes, Alice Wendt and TSH Corporation are
represented by Jose R. Olmo-Rodriguez, Esq., Olmo & Rodriguez
Matias.


FULLER BRUSH: Files for Chapter 11 in Manhattan
-----------------------------------------------
Leicester, New York-based The Fuller Brush Company, Inc., filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-10714)
in Manhattan on Feb. 21, 2012.

The Fuller Brush estimated assets and debts of $10 million to
$50 million.  Debt is owing to more than 5,000 creditors.

Its parent, CPAC, Inc., also filed a Chapter 11 petition (Case No.
12-10715).

The corporate resolution authorizing the bankruptcy filing says
that the Debtors are retaining Conway MacKenzie, Inc., as
restructuring crisis manager and Lawrence R. Perkins as chief
restructuring officer.  Herrick, Feinstein LP is the bankruptcy
counsel.

According to Chief Restructuring Officer, Lawrence Perkins, the
filing was a necessary means to effectuate a reorganization of the
Company in an effort to return the Company to profitability and
restructure its balance sheet.  The Company has negotiated a new
line of credit that provides immediate and ample funds for working
capital while undergoing the reorganization.  The Company is
lowering its operating costs, while seeking to broaden its
existing revenue streams.

"After careful consideration of Chapter 11 at this time the board
of directors and senior management team believe this is a
necessary step and the right thing to do for the future success of
the Company," stated CRO Lawrence Perkins.

Fuller has 180 employees, the majority of which work from its
headquarters in Great Bend.  The filing listed assets of between
$10 million and $50 million, debts of between $10 million and $50
million. Perkins further assured employees that it will be
business as usual under Chapter 11.  "Fuller Brush expects to pay
employees wages and benefits and provide even greater levels of
service to its customers," the Company said.

Perkins said the Company has multiple objectives while in Chapter
11, amongst them is maximizing the revenue streams from the
Company's most popular products, while eliminating the production
of other, less profitable items, obtaining the financing to
reassure its employee, customers, and stakeholders that the
Company is in business; lowering operating costs to levels that
will allow the Company to be more competitive in its markets, and
driving growth through new market channels and focusing on its
most valuable business/product lines.

Currently, the Fuller Brush Company sells branded and private
label products for personal care, commercial and household
cleaning and produces more than 2,000 items including household
cleaning aids, commercial and industrial cleaners, personal care
products, lotions and health care aids.  The Company's business is
comprised of several different businesses/distribution channels
including: direct selling, commercial, custom products, factory
outlet stores and retail (including catalog, internet, and retail
stores. Some of Fuller's retail partners include; Home Trends, Bi-
Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.  The Company will
continue to actively developing channel of distribution through
retail opportunities during the reorganization.

Over the last six months, the Fuller Brush Company has re-launched
the Brand and Products into Mass Market through retail stores and
E-Commerce/Consumer web portal.  Additionally, they've invested in
talent, systems, new product development and marketing to bring
the brand forward to today's target market of 27 - 45 year old
women (core purchaser for cleaning products).

                  About The Fuller Brush Company

Founded in 1906, The Fuller Brush Company --
http://www.fuller.com/-- delivers cleaning remedies.  Fuller's
expanded distribution includes direct, online and retail channels.

Fuller Brush and its parent CPAC, Inc., filed for bankruptcy five
years after the company was taken over by private equity firm
Buckingham Capital Partners.


FULLER BRUSH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: The Fuller Brush Company, Inc.
        2364 Leicester Road
        Leicester, NY 14481

Bankruptcy Case No.: 12-10714

Chapter 11 Petition Date: February 21, 2012

About the Debtor: Founded in 1906, The Fuller Brush Company --
                  http://www.fuller.com/-- delivers cleaning
                  remedies.  Fuller's expanded distribution
                  includes direct, online and retail channels.

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

Debtor's Counsel: Hanh V. Huynh, Esq.
                  HERRICK, FEINSTEIN LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-1482
                  Fax: (212) 592-1500
                  E-mail: hhuynh@herrick.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Lawrence R. Perkins, chief
restructuring officer.

Affiliate that simultaneously filed Chapter 11 petition:

        Debtor                        Case No.
        ------                        --------
CPAC, Inc.                            12-10715
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million


GAGE'S LONG: Judge Approves Plan to Sell Assets to Big Cedar
------------------------------------------------------------
Tyler Francke at Branson Tri-Lake News reports that a federal
bankruptcy judge approved a plan last week to sell Gage's Long
Creek Marina and its associated assets to Big Cedar Lodge.

According to the report, David Schroeder, who represents Gage's
Long Creek Marina Inc., said the $2.3 million deal with Big Cedar
was approved on Feb. 16, 2012, pending a formal bidding process
established by the judge.

"The court provided that if there's a third party willing to make
a higher or better offer, they must do so by 5 p.m. March 12," the
report quotes Mr. Schroeder as saying.

The report relates that if any other offers do come in, the
bankruptcy court will schedule and conduct an auction.  If the
deadline passes without another offer, the Hollister-based marina
company will "ask the court to enter an order approving the sale
and schedule a closing," Mr. Schroeder said.  He said he would
file the motion by March 15.

The report adds that, to qualify, interested bidders must submit
certain financial documents to the court and put $100,000 into an
escrow account, as Big Cedar has done.  Prospective buyers must
also be willing to pay with immediately available funds.

The report further adds that, if the sale is finally approved by
the judge next month and the deal closes, the $2.3 million Big
Cedar has agreed to pay will be distributed to the marina
company's creditors.

According to the report, Mr. Schroeder said the proceeds will
cover all of the secured creditors, the tax claims and is
estimated to cover anywhere from 95% to 100% of the remaining
claims.  He said none of the sum paid by Big Cedar will be
retained by the marina.  The marina's largest secured claim is
held by Commerce Bank and amounts to more than $1.6 million.  Case
filings list more than $550,000 in unsecured claims.

The report, citing papers filed with the court, relates that, at
last week's hearing, the judge also agreed to grant a request by
Big Cedar for a break-up fee, which will require the marina to pay
$100,000 if it backs out of the deal.

The report says a letter of intent to purchase the company's
assets signed by Big Cedar was filed in the case in January.
According to case filings, the assets include the main commercial
dock on Table Rock Lake and associated buildings, eight other
docks, a commercial yacht, all existing furniture, equipment and
inventory and approximately 130 annual boat slip rental accounts.
Though court documents list that another asset, the marina's lease
with the U.S. Army Corps of Engineers, will also be assumed by the
buyer upon the sale, corps spokeswoman Laurie Driver said the
lease is "not assumable."

Based in Ridgedale, Missouri, Gage's Long Creek Marina Inc. filed
for Chapter 11 protection on June 20, 2011 (Bankr. W.D. Mo. Case
No.11-61319).  Judge Arthur B. Federman presides over the case.
The David Schroeder Law Offices, PC, represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


GALP CYPRESS: Case Dismissal Hearing Scheduled for March 6
----------------------------------------------------------
The Bankruptcy Court will conduct a hearing on March 6, 2012, at
2:00 p.m., to consider the request of Judy A. Robbins, the U.S.
Trustee for the Southern District of Texas, to convert or dismiss
the Chapter 11 case of GALP Cypress Limited Partnership.  The U.S.
Trustee sought conversion or dismissal of the Debtor's cases in
light of the Court's order allowing a secured creditor to proceed
with foreclosure of the real estate owned by the Debtor, which
asset is necessary for the Debtor to have any prospect at
reorganization.

                        About GALP Cypress

GALP Cypress Limited Partnership owns an apartment complex in
Houston, Texas.  The Debtor filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-40427) on Dec. 6, 2011.  Judge
Letitia Z. Paul presides over the case.  The Debtor estimated
assets of $10 million to $50 million and debts of $1 million to
$10 million.  Gary Gray signed the petition as president of
Cypress-1 GP, Inc., general partner of Cypress GP, L.P.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

This is the second case filed by the Debtor.  The Debtor's
previous case was filed on Oct. 4, 2010, under Bankruptcy Case
Number 10-38991, and was dismissed Sept. 29, 2011, on an unopposed
motion of the US Trustee.


GENERAL MARITIME: Plan Omits Crucial Info, BNY Mellon Says
----------------------------------------------------------
According to Lisa Uhlman at Bankruptcy Law360, General Maritime
indenture trustee The Bank of New York Mellon Corp. said Tuesday
that the bankrupt oil tanker operator's disclosure statement left
out important information that could significantly reduce payments
owed to the noteholders the bank represents.

Dow Jones' Daily Bankruptcy Review reports that creditors of
General Maritime are accusing the oil tanker operator and "old
friend" Oaktree Capital Management LLC of contriving to give the
hedge fund manager ownership of the company and leave them holding
the bag.

As reported in yesterday's edition of the TCR, the creditors'
committee is opposing approval of the disclosure statement
explaining the Company's Chapter 11 plan.  The committee claims
that the company's proposed reorganization plan is "patently
unconfirmable."  The committee's principal objection is to
releases contained in the plan that would preclude creditors from
suing third parties, such as Oaktree.

The hearing to approve the explanatory disclosure statement is set
for Feb. 28.

The Company filed a proposed Chapter 11 plan on Jan. 31 to
implement an agreement reached prepetition with affiliates of
Oaktree Capital Management LP, the leader of a group of lenders on
three credits totaling more than $1 billion.  The Oaktree group is
to invest $175 million while converting secured debt to equity.
The Plan contemplates a $61.25 million rights offering where
holders of general unsecured claims will have the opportunity to
purchase up to 17.5% of the new equity of the reorganized Company.
A copy of the related Disclosure Statement is available for free
at http://is.gd/suIUVd

                      About General Maritime

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

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

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

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

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

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

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

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

GenMar filed a a proposed Chapter 11 plan on Jan. 31 to implement
an agreement worked out before the Nov. 17 bankruptcy filing with
affiliates of Oaktree Capital Management LP.  The Oaktree group,
lenders on three credits totaling more than $1 billion, are to
invest $175 million while converting secured debt to equity. In
addition, there is to be a $61.3 million rights offering where
creditors can purchase new stock.   The Company intends to seek
confirmation of the Plan by April 2012.


GENERAL MOTORS: In Talks With Peugeot Citroen on Possible Alliance
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that PSA Peugeot
Citroen is in talks over a potential European alliance with
General Motors Co., a French government official said, as the two
grapple with weak sales and a raging price war on the continent.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GOLDENPARK LLC: Fails to File Plan, MORs; Case Dismissed
--------------------------------------------------------
The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the
Central District of California dismissed the Chapter 11 case of
Goldenpark LLC.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
Urban Commons Sycamore LLC, a creditor of Goldenpark LLC, asked
the Court to dismiss the Debtor's case or, in the alternative,
convert the Debtor's case to Chapter 7 liquidation proceeding
because the Debtor has ignored and failed to comply with the
scheduling order's deadline for the filing of its plan and
disclosure statement.

Urban Commons noted that the Debtor's plan filing deadline expired
on Sept. 15, 2011.

Urban Commons added that the Debtor has failed to comply with the
requirements of the Court's local rules by failing to file any
monthly operating reports at all in case and is concealing assets.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presided over the case.  The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.

Timothy 1. Yoo, Esq., David B. Golubchik, Esq., and Lindsey L.
Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
represented the Debtor.


GRUBB & ELLIS: Wins Interim Approval of BGC Partners DIP Loan
-------------------------------------------------------------
Grubb & Ellis Company and its debtor affiliates won interim
authority to borrow funds under a postpetition secured financing
agreement with BGC Note Acquisition Co., L.P., an affiliate of BGC
Partners Inc., and to use cash collateral.

After several months of negotiating with the Debtors' prior
prepetition secured lenders regarding an out-of-court
restructuring and following the termination of two important
facility management contracts in January 2012 and the loss of
20% of their brokers, Grubb & Ellis reached a Letter of Intent,
Term Sheet for Senior Secured Super-Priority Debtor in Possession
Financing and Term Sheet for Asset Acquisition, each dated
Feb. 17, 2012, with BGC Partners, Inc.

BGC is providing up to $5.5 million in secured term loans to be
made available subject to the satisfaction of the Material
Conditions to each Advance:

     -- $1.5 million, an amount equal to 5% of the proposed
        purchase price, to made available after entry of the
        Interim DIP Order;

     -- an additional $1.5 Million, amount equal to 5% of the
        Purchase Price, to be made available upon approval of
        procedures for the Proposed Sale; and

     -- the balance of the DIP Facility upon or after the entry
        of the Final Order.

BGC initially agreed to provide a loan of as much as $4.8 million.

The Debtors said the DIP Facility and use of cash collateral will,
among other things, provide the Debtors with sufficient funds to
continue operating in accordance with a budget and maintain the
value of the business pending the completion of an expedited sale
of the Debtors' businesses as a going concern to BGC or such
higher and better purchaser pursuant to 11 U.S.C. Sec. 363.

The DIP Credit Agreement will also preserve and enhance the Sale
Process so that in addition to containing events of default that
are usual and customary for facilities of this size, that DIP
Lender, in accordance with the DIP Term Sheet and proposed Interim
Order, will also be required to fund an administrative reserve as
a component of a Carve-Out, whether a default or Event of Default
has occurred and is continuing.

Absent the DIP financing, the Debtors will likely be required to
cease operations.

The DIP facility carries a non-default interest rate of 8.0% per
annum.  The rate will rise to 10.0% per annum in the event of
default.

The Debtors are required to pay a Commitment Fee equal to 1.5% of
the maximum commitment amount as well as pay the DIP Lender's
costs and expenses incurred in connection with Chapter 11 cases.

The DIP Facility will mature on the earliest to occur of (i) the
date that is 60 days after the Closing Date, (ii) the date the
Borrowers enter into an agreement to sell other than to BGC, (iii)
the date of the occurrence of an Event of Default under the DIP
Facility, (iv) the date the Debtors file a motion to proceed with
any sale or liquidation of any Borrowers without the consent of
the DIP Lender, or (v) the date the Borrowers pay the DIP Lender
in full.

The DIP Credit Agreement imposes these milestones for the Debtors:

     (a) Entry of Interim Order by Feb. 21, 2012 or as soon as
         practicable.

     (b) Entry of Final Order within 21 days of the Closing Date.

     (c) Entry of Procedures Order within 10 days after Petition
         Date.

     (d) Entry of Sale Order within 25 days of executing APA.

     (e) Closing of the Proposed Sale within 45 days of the
         Closing.

The Court has scheduled a Feb. 29 hearing to consider the sale
procedures.

The BGC affiliate holds an interest in the cash collateral after
it acquired the Debtors' debt from the original lenders, Colfin
GNE Loan Funding LLC and C-III Investments LLC.  As of the
Petition Date, the aggregate amount of all obligations owing by
the Debtors to the Prepetition Secured Lender was $30,029,055.

The Original Credit Facility matures on March 1, 2012.

The DIP Agreement provides that the DIP Lender will be required to
fund a Carve-Out whether a default or Event of Default has
occurred and is continuing solely in accordance with the Interim
Order and DIP Term Sheet.  The Carve-Out means sums having
priority ahead of the super priority claims and liens securing the
DIP Financing for (a) statutory fees payable to the United States
Trustee pursuant to 28 U.S.C. Section 1930(a)(6); and (b) all fees
and disbursements incurred by the Debtors and any official
committee of unsecured creditors appointed in the Debtors' Chapter
11 Cases for any attorneys and a single financial advisor for the
Borrowers and the Committee to the extent allowed by Court order;
provided, that following a notice to the Borrowers from the DIP
Lender of the occurrence of an Event of Default, in no event will
the amount of the Carve-Out exceed the greater of (a) $200,000 and
(b) the amount of the DIP Facility less Advances made as of the
Termination Date.

A final hearing to consider approval of the DIP facility is set
for March 16, 2012 at 10:00 a.m.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtors have proposed a March 9 deadline for
preliminary bids, a March 19 deadline for binding bids, an auction
on March 31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by:

          Emanuel C. Grillo, Esq.
          GOODWIN PROCTER LLP
          The New York Times Building
          620 Eighth Avenue
          New York, NY 10018
          E-mail: egrillo@goodwinprocter.com


GRUBB & ELLIS: Organizational Meeting Today to Form Committee
-------------------------------------------------------------
The United States Trustee for Region 2 will hold an organizational
meeting today, Feb. 24, at 10:00 a.m. to form an official
committee of unsecured creditors in the Chapter 11 cases of Grubb
& Ellis Company.

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtors have proposed a March 9 deadline for
preliminary bids, a March 19 deadline for binding bids, an auction
on March 31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.


GRUBB & ELLIS: Taps Togut Segal as Bankruptcy Counsel
-----------------------------------------------------
Grubb & Ellis Company and its debtor-affiliates seek Bankruptcy
Court permission to hire lawyers at Togut, Segal & Segal LLP, led
by Frank A. Oswald, Esq., Scott E. Ratner, Esq., and Jonathan P.
Ibsen, Esq., as their general bankruptcy counsel.

The Togut Firm was engaged on Jan. 31, 2012, to assist the Debtors
with evaluating its restructuring options and to prepare for a
chapter 11 case should a filing become necessary or desirable.  To
date, the Company has paid an aggregate of $850,000 as a retainer
to the Togut Firm.

The Debtors propose to compensate the Togut Firm on an hourly
basis at its customary hourly rates for services rendered, plus
reimbursement of actual, necessary expenses incurred by the Togut
Firm.  The current standard hourly rates for the Togut Firm are
(i) partners $800 to $935; (ii) associates and counsel $185 to
$715; (iii) paralegals and law clerks $145 to $285.

Mr. Oswald, a member of the Togut Firm, attests that the Firm does
not represent or hold any interest adverse to the Debtors or their
estates with respect to the matters on which the firm is to be
employed.  The Togut Firm also does not have any connection with
any creditors or other parties in interest, or their attorneys or
accountants, or the United States Trustee or any of its employees.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtors have proposed a March 9 deadline for
preliminary bids, a March 19 deadline for binding bids, an auction
on March 31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.


GSS BUSINESS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GSS Business, Inc.
        1011 N. Route 130
        Burlington, NJ 08016

Bankruptcy Case No.: 12-14168

Chapter 11 Petition Date: February 21, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Ellen M. McDowell, Esq.
                  MCDOWELL RIGA POSTERNOCK, P.C.
                  46 W. Main Street
                  Maple Shade, NJ 08052
                  Tel: (856) 482-5544
                  Fax: (856) 482-5511
                  E-mail: emcdowell@mrpattorneys.com

Scheduled Assets: $311,153

Scheduled Liabilities: $1,499,490

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-14168.pdf

The petition was signed by Banadur Sidhu, president.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
S & S Business, Inc.                    12-14174
  Assets: $500,000 to $1 million
  Debts: $1 million to $10 million
GSS Property Management, LLC            12-14179
  Assets: $500,000 to $1 million
  Debts: $1 million to $10 million
H & N Oil Corporation                   12-14183
  Assets: up to $50,000
  Debts: $1 million to $10 million
HSN Petroleum, Inc.                     12-14187
  Assets: up to $50,000
  Debts: $100,000 to $500,000
GSS Petroleum, LLC                      12-14193
  Assets: up to $50,000
  Debts: $500,000 to $1 million


HMC/CAH: Has Until April 10 to File a Chapter 11 Plan
-----------------------------------------------------
The Bankruptcy Court extended until April 10, 2012, the deadline
for HMC/CAH Consolidated, Inc., et al., to file a Chapter 11 plan.
The Debtors have until June 11 to solicit acceptances of that
Plan.

The hearing with respect to the further extension of the Exclusive
Periods to June 6 and August 6, respectively, as requested by the
Debtors, is continued to the Court's Omnibus Hearing on April 10,
2012, at 1:30 p.m.

The limited extension of the Exclusive Periods was agreed by the
Debtors and the Official Committee of Unsecured Creditors.

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HOSTESS BRANDS: U.S. Trustee Protests New Contract for Chief
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal
bankruptcy watchdog is taking aim at Hostess Brands Inc.'s request
to dole out millions of dollars to Chief Executive Brian J.
Driscoll.

As reported in the Feb. 14, 2012 edition of the TCR, Hostess
Brands is asking the bankruptcy court to approve an employment
agreement with Chief Executive Officer Brian J. Driscoll so he
won't be hired away by a competitor.  Mr. Driscoll was president
of sales for Kraft Foods Inc. before joining Hostess in June 2010.

The new contract with Hostess gives Mr. Driscoll a $1.5 million
annual base salary and offers a $2 million bonus covering three
years ending May 2013.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


HOVNANIAN ENTERPRISES: Regains Compliance with NASDAQ Rule
----------------------------------------------------------
Hovnanian Enterprises, Inc., was informed by The Nasdaq Stock
Market that the depositary shares representing shares of
Hovnanian's 7.625% Series A Preferred Stock have regained
compliance with Nasdaq Listing Rule 5450(b)(2)(C) (the "Rule"), as
a result of Nasdaq's determination that for ten consecutive
trading days, from Feb. 6, 2012, to Feb. 17, 2012, the market
value of publicly held Depositary Shares has been $15,000,000 or
greater.  As previously disclosed, the Depositary Shares had been
the subject of a deficiency notice relating to the minimum market
value requirements under the Rule.  Nasdaq has informed Hovnanian
that the matter is now closed.

                    About Hovnanian Enterprises

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

The Company reported a net loss of $286.08 million on $1.13
billion of total revenues for the fiscal year ended Oct. 31, 2011,
compared with net income of $2.58 million on $1.37 billion of
total revenues during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.60 billion
in total assets, $2.09 billion in total liabilities, and a
$496.60 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


HYPERION FOUNDATION: Court Sides With Landlord in Contract Rift
---------------------------------------------------------------
District Judge Keith Starrett rejected Hyperion Foundation Inc.'s
claim that Academy Health Center Inc. has breached the implied
covenant of good faith and fair dealing on account of the parties'
lease agreement.  According to the Court, AHC has acted as a
typical landlord in attempting to protect its rights and interests
in the facility.

AHC is the owner and lessor of a nursing facility that is
currently operated by Hyperion.  The facility is a 120-bed nursing
facility located at 6428 U.S. Highway 11, Lumberton, Mississippi.
On July 15, 2008, AHC filed a Motion and/or Affidavit to Remove
Tenant in the Justice Court of Lamar County, Mississippi in an
effort to evict Hyperion from the premises and terminate the
relationship between Hyperion and AHC due to Hyperion's alleged
failure to pay rent.

The case is ACADEMY HEALTH CENTER, INC. f/k/a ADVENTIST HEALTH
CENTER, INC. PLAINTIFF/COUNTER-DEFENDANT, v. HYPERION FOUNDATION,
INC.; ALTACARE MANAGEMENT CORPORATION DEFENDANTS/COUNTER-
PLAINTIFFS, DOUGLAS K. MITTLEIDER; LONG TERM CARE SERVICES, INC.;
HARRY M. CLARK; AND JOHN DOES 1-25 DEFENDANTS, Civil Action No.
2:10cv123-KS-MTP (S.D. Miss.).  A copy of the Court's Feb. 16,
2012 Memorandum Opinion and Order is available at
http://is.gd/XLKGsufrom Leagle.com.

Academy Health Centers, Inc., formerly known as Adventist Health
Center, Inc., is represented by Matthew D. Miller, Esq. --
MMiller@cctb.com -- at Copeland, Cook, Taylor & Bush, PA.

Based in Lumberton, Mississippi, Hyperion Foundation, Inc., dba
Oxford Health & Rehabilitation Center, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Miss. Case No. 08-51288) on
Aug. 5, 2008, one day before the scheduled hearing on its
landlord's eviction motion.  Douglas K. Mittleider, manager, filed
the petition on the Debtor's behalf.  Craig M. Geno, Esq. --
cmgeno@harrisgeno.com -- at Harris Jernigan & Geno, PLLC, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and debts.


INGRID E. TRENKLE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ingrid E. Trenkle M.D., Inc.
        124 E. Olive Ave.
        Redlands, CA 92373

Bankruptcy Case No.: 12-14260

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: Stephen R Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  400 N Mountain Ave Ste 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dlr@srwadelaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-14260.pdf

The petition was signed by Ingrid E. Trenkle, president.


INTEGRATED BIOPHARMA: Incurs $784,000 Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q disclosing a net loss of $784,000
on $7.24 million of net sales for the three months ended Dec. 31,
2011, compared with a net loss of $423,000 on $5.65 million of net
sales for the same period during the prior year.

The Company reported a net loss of $422,000 on $15.28 million of
net sales for the six months ended Dec. 31, 2011, compared with a
net loss of $424,000 on $12.09 million of net sales for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed
$11.53 million in total assets, $19.63 million in total
liabilities, all current, and a $8.10 million total stockholders'
deficiency.

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

                        http://is.gd/05JbWz

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company reported a net loss of $2.28 million in 2011 and a net
loss of $5.53 million during the prior fiscal year.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


INVESTCORP BANK: Fitch Cuts Issuer Default Ratings to 'BB'
----------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Ratings
(IDRs) of Investcorp Bank B.S.C. (Investcorp) and its affiliates
to 'BB' from 'BB+', as well as the senior debt rating of
Investcorp Capital Ltd. to 'BB' from 'BB+'.  The Rating Outlook
remains Negative.

Investcorp's downgrade primarily stems from Fitch's concern
regarding the firm's $838 million of debt maturities coming due
within the next 14 months.  2012 debt maturities are relatively
muted, but the bulk of obligations mature in March and April 2013.
The ratings also incorporate Investcorp's high dependence on more
volatile asset-based income (as opposed to stable fee income) for
profits and payment of preference share dividends.  Although
preference share dividends are discretionary and subject to
approval by shareholders and regulators, Fitch considers them as a
component of fixed charges.  The firm's balance sheet has
meaningful co-investment concentrations and a significant
proportion of high-cost preferred stock in the capital structure.

Fitch's current ratings incorporate the expectation that
Investcorp will successfully refinance and/or retire its upcoming
debt maturities.  The Negative Outlook reflects the potential
liquidity risk of a refinancing where the capital structure
results in a lack of maturity laddering for the significant amount
of debt maturing in fiscal-year 2013 as well as the company's
potentially volatile earnings stream.  The rating outlook could be
changed to Stable if Investcorp is able to successfully ladder its
upcoming debt maturities at a reasonable cost.

A significant liquidation of the firm's hedge fund positions could
be used to retire upcoming debt maturities but it would
potentially weaken the firm's earnings power, though Fitch
recognizes this would be offset by lower fixed charges as well as
lower reliance on and volatility of asset-based income.  If the
cost of refinancing its maturing obligations is onerous and
profitability remains weak, the IDR could be downgraded further.
Fitch does not envision upward ratings momentum over the medium-
term until Investcorp develops a more predictable earnings stream,
improves its debt maturity profile and reduces the concentration
of co-investments.

Cash and undrawn bank facilities totaled approximately $420
million at end-December 2011, which provides some cushion for the
firm to fund some of the maturities.  While the hedge fund co-
investments ($623 million) have proven to be a source of liquidity
in the past, Fitch believes that such realizations are
unpredictable in difficult market conditions and liquidation of a
material portion of the hedge funds co-investment over a short
period of time could be problematic.

Investcorp has a strong Gulf-based alternative investment
franchise as well as adequate capital.  However, Fitch believes
that management's medium-term goals of substantially reducing
balance sheet co-investments and bolstering fee-based income will
be difficult to achieve in the face of adverse market conditions
and modestly lower client funds under management.

Although profitability rebounded in fiscal-year 2010 (ended June
30, 2010) and fiscal-year 2011 after severe losses in the
financial crisis, gross and net fee-based income declined in
absolute terms and as a percentage of total revenue.  This
negative trend reversed itself in first half 2012 but revaluation
losses in the hedge fund co-investment portfolio resulted in a net
profit of only $5 million for the period.  Management is confident
that 2H12 will benefit from the historically more active period
for new fund investments and realizations.

Client assets under management (AUM) have declined since fiscal-
year-end 2010 and totaled $9.2 billion at end-December 2011
despite strong fund raising efforts.  This reduction came in part
due to asset value depreciation and in part due to realizations
from the Corporate Investment and Real Estate portfolios.  Co-
investments in corporate investments, hedge funds and commercial
real estate have approximated an above-average 20% of total AUM
for several years (21% at end-December 2011).  The five largest
corporate investments within the U.S. and European business
approximated 60% of that portfolio indicating relatively high
concentration.

Investcorp's Tier 1 regulatory capital ratio diminished slightly
at end-December 2011 to 23.0% from 25.7% at fiscal-year 2011 but
remains well above the regulatory minimum of 12%.  Fitch Core
Capital improved slightly to 12.3% due to a reduction in risk-
weighted assets.  Approximately 52% of equity is comprised of
preference shares issued in fiscal-year 2009 at a 12% coupon.
EBITDA coverage of interest and preferred dividends is relatively
thin based on 1H12 results.

While Fitch notes the political unrest in Investcorp's domicile in
the Kingdom of Bahrain, Fitch believes that the risk is largely
mitigated.  Investcorp's group corporate structure contains force
majeure provisions that transfer Bahraini shareholder interests to
Investcorp S.A. in the Cayman Islands.  Moreover, most assets and
core operations are outside of the Persian Gulf area. Over time,
disruption in the Gulf economies could make it more difficult for
Investcorp to raise funds and place assets with Gulf-based
clients. However, this risk is incorporated into Investcorp's IDR.

Fitch has taken the following rating actions:

Investcorp Bank B.S.C.

  -- Long-term Issuer Default Rating (IDR) downgraded to 'BB' from
     'BB+'; Outlook Negative;
  -- Short-term IDR affirmed at 'B';
  -- Viability Rating downgraded to 'bb' from 'bb+';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Investcorp S.A.

  -- Long-term IDR downgraded to 'BB' from 'BB+'; Outlook
     Negative;
  -- Short-term IDR affirmed at 'B';
  -- Viability Rating downgraded to 'bb' from 'bb+';
  -- Support Rating of '5' withdrawn.

Investcorp Capital Ltd.

  -- Long-term IDR downgraded to 'BB' from 'BB+'; Outlook
     Negative;
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured debt downgraded to 'BB' from 'BB+';
  -- Support Rating of '5' withdrawn.


IVOICE INC: Former President Inks Note Exchange Pact with ASRC
--------------------------------------------------------------
Jerome Mahoney, the former president and controlling shareholder
of Ivoice, Inc., entered into a Promissory Note Exchange Agreement
with American Security Resources Corporation, whereby Mahoney
transferred a $972,202 Promissory Note that was issued to Mahoney
by the Ivoice on Aug. 13, 2002, to ASRC.  In exchange for the
iVoice Note, ASRC issued a new Promissory Note payable to Mahoney
in the principal sum of $972,202.

Upon the Promissory Note Exchange, voting control of the Company
was transferred to ASRC based upon the convertibility of the
iVoice Note into 972,202 shares of iVoice, Inc., Class B Common
stock.  These Class B Common Stock shares could vote the
equivalent of 21,604,488,888 shares based upon the Class B to
Class A conversion price of $.000045, or 70.38% of the total votes
of all Class A and Class B shareholders.

On Jan. 5, 2012, Jerome Mahoney and Frank Esser, as members of the
Company's Board of Directors, elected Frank Neukomm, Robert C.
Farr, and James Twedt as their replacements to serve as the
Company's Board of Directors, effective upon the resignation of
Messrs. Mahoney and Esser.

                           About iVoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

The Company reported a net loss of $826,318 on $171,527 of sales
for the nine months ended Sept. 30, 2011, compared with a net loss
of $719,745 on $142,996 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.


JANE ADDAMS: Chicago Charity Files for Chapter 7 Bankruptcy
-----------------------------------------------------------
Becky Yerak at Chicago Tribune reports that The Jane Addams Hull
House Association, a 122-year-old Chicago charity, has filed for
bankruptcy.

Last month, the report relates, the organization announced that it
was going out of business and would file soon for bankruptcy.

Its Chapter 7 filing, for liquidation, estimated the number of
creditors at 200 to 999, and liabilities of $10 million to $50
million, the report discloses.  It has assets of $1 million to $10
million.

According to the Tribune, the filing included a disclaimer that,
"due to significant changes in the debtor's management," in
December 2011, including the resignation of an interim chief
executive officer and its chief financial officer, the bankruptcy
records might be incomplete and contain inaccuracies.

The hundreds of creditors listed include Blue Cross & Blue Shield
of Illinois, Cook County's Bureau's of Economic Development and
the Chicago Board of Education, the report discloses.

The Jane Addams Hull House Association provided foster care,
domestic violence counseling and job training to 60,000 children,
families and community groups annually.


JEWISH COMMUNITY: Wants to Hire Bederson & Company as Accountant
----------------------------------------------------------------
Jewish Community Center of Greater Monmouth County seeks
permission from the Bankruptcy Court to employ Bederson & Company,
LLP, as accountant to assist it with the preparation of financial
statements, including but not limited to income tax returns and
monthly operating reports as required by the Office of the United
States Trustee.

The Debtor will pay Bederson & Company at the firm's normal hourly
rates:

          Partners                $350 to $405
          Directors                   $305
          Managers                    $300
          Supervisors                 $235
          Senior Accountants          $230
          Semi Sr. Accountants    $190 to $200
          Staff Accountants           $155
          Para Professionals          $140

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

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JIM PALMER: Dist. Court Has Jurisdiction on Navistar Lawsuit
------------------------------------------------------------
In the lawsuit, NAVISTAR FINANCIAL CORPORATION, and NAVISTAR
LEASING COMPANY, Plaintiffs, v. JIM PALMER TRUCKING, aka JIM
PALMER TRUCKING, INC.; JIM PALMER EQUIPMENT, INC; and JIM PALMER
EQUIPMENT II, LLC, Defendants, No. CV 11-134-M-JCL (D. Mont.),
Magistrate Judge Jeremiah C. Lynch denied the defendants' motion
for summary judgment for lack of subject matter jurisdiction.
Navistar brought the action alleging that the Palmer entities
breached payment obligations established by confirmed Chapter 11
reorganization plans and clarified in a subsequent written
agreement between the parties.

The parties have stipulated that the total amount remaining to be
paid by the Palmer entities to Navistar under the Confirmed
Chapter 11 Plans of Reorganization and the Agreement is
$305,509.68, net of payment received as of the date of their
Stipulation.  Because there is no acceleration clause in the
confirmed Chapter 11 reorganization plans or subsequent Agreement,
Navistar is not entitled to accelerate that debt.

Navistar Financial Corporation is represented by Michael P. Talia,
Esq., and Steven M. Johnson, Esq. -- mtalia@chjw.com and
sjohnson@chjw.com -- at Church Harris Johnson & Williams.

A copy of the Court's Feb. 17, 2012 Order is available at
http://is.gd/ebmxBzfrom Leagle.com.

                        About Jim Palmer

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.  The Debtor and two of its affiliates
filed for separate Chapter 11 protection on July 15, 2008, (Bankr.
D. Mont. Lead Case No. 08-60922).  James A. Patten, Esq.,
represents the Debtors in their restructuring efforts.  The
Debtors have $11,897,554 in total assets and $12,089,808 in total
debts.

Judge Ralph B. Kirscher presides over the case.  James A. Patten,
Esq. -- japatten@ppbglaw.com -- at Patten Peterman Bekkedahl &
Green, serves as the Debtors' counsel.  On May 8, 2009, the Court
entered orders confirming Chapter 11 reorganization plans for the
Palmer entities in their bankruptcy cases.  In particular, the
Court confirmed the Amended Chapter 11 Plan of Reorganization of
Jim Palmer Equipment II LLC.  The Court also confirmed the Third
Amended Chapter 11 Plan of Reorganization of Jim Palmer Trucking.
The Court confirmed the Third Amended Chapter 11 Plan of
Reorganization of Jim Palmer Equipment, Inc.  The Palmer entities'
bankruptcy cases were closed in July 2010.


KM ASSOCIATES: Court Wants Agreed Order on Cash Use
--------------------------------------------------
The Bankruptcy Court held a hearing Feb. 22 on KM Associates LLC's
request for interim approval to use cash collateral, which is
being challenge by its bank lenders.

According to the court docket, the parties have been directed to
submit an agreed order by Feb. 29, regarding the Debtor's use of
Cash Collateral.  CNB Bank also has agreed to withdraw a request
filed earlier this month to terminate the automatic stay in the
Debtor's case.

At the Feb. 22 hearing, the Court also permitted the Debtor to
assume an insurance contract with Traveler's.

KM Associates' major source of funds with which to operate is from
rental income from leased property of the Shops at Kanawha Mall
located at 5707 MacCorkle Ave., Charleston, West Virginia.

As of Jan. 30, 2012, Debtor's major assets had an approximate
value of $17,000,000.

In its Cash Collateral Motion, the Debtor said Thistle Financial
Group, LLC, Citizens National Bank, CNB Bank, First United Bank &
Trust, Merchants National Bank of Kittanning, Progressive Bank,
NA, and Standard Bank PaSB currently hold perfected security
interests in the form of a Deed of Trusts on the real estate
located in the Shops at Kanawha Mall.

The Debtor said if it is unable to use the cash balance on hand at
the commencement of its case and the proceeds received during the
case, it would be forced to terminate its operations.

Since the filing of the petition, Debtor has only paid its
obligations in a manner consistent with operating in the ordinary
cause of business.

As reported by the Troubled Company Reporter on Feb. 20, 2012, CNB
Bank, Standard Bank PaSB First United Bank & Trust, Progressive
Bank, N.A., Citizens Bank of West Virginia, Inc. and Farmers and
Merchants Bank of Western Pennsylvania, National Association, are
asking the Court to prohibit the Debtor's use of cash collateral.
The lenders said the rental payments constitute "cash collateral"
and they do not consent to the use of cash collateral.

On July 20, 2007, KM Associates executed and delivered to Thistle
Financial Group, as agent for the benefit of CNB Bank, Standard
Bank PaSB, First United Bank & Trust, Progressive Bank N.A.,
Citizens National Bank, and Merchants National Bank of Kittaning,
six construction and term loan promissory notes totaling
$17,134,420.  Pursuant to a forbearance agreement dated July 31,
2011, KM Associates acknowledged its defaults in the payment of
the Indebtedness and its violation of certain covenants contained
in the loan documents associated with the Notes and agreed to make
monthly principal reduction payments in addition to regulator
monthly instalment payments on the Indebtedness, beginning Aug. 1,
2011, with a final payment of all outstanding principal, accrued
and unpaid interest and fees due on Oct. 31, 2011.

KM Associates defaulted on its obligations under the Forbearance
Agreement, and as of Jan. 31, 2012, remained indebted to the
Lenders for $24,336,494.  As a result of KM Associate's defaults
under the terms of the Forbearance Agreement, the Lenders
proceeded with foreclosure preparations relative to the Real
Estate, with a sale having been set pursuant to the terms of the
first priority Deed of Trust for Jan. 31, 2012.

On Dec. 16, 2011, as a result of KM Associate's defaults under the
Notes and the Forbearance Agreement, the Lenders began notifying
tenants of the Real Estate that they were enforcing their rights
under the Assignment of Rents and requested that the tenants re-
direct rent payments to a lockbox account maintained with CNB
Bank.  The Debtor has repeatedly interfered with the Lenders right
to receive the rents derived from the Real Estate by retaining
rent payments that had been sent directly to the Debtor for the
month of January 2012 and by contacting tenants directly to
request that they not comply with the Lenders instructions,
despite the Debtor's awareness that the Lenders notified tenants
on Dec. 16, 2011 to re-direct rent payments to the account
maintained with CNB Bank.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  Judge Ronald
G. Pearson presides over the case.  The petition was signed by
Donald S. Simpson, managing member.  The Debtor, a Single Asset
Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed assets of
$17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


LA BUENA: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: La Buena Vida, Inc.
        404 West Hand Avenue, Unit 200
        Wildwood, NJ 08260

Bankruptcy Case No.: 12-14236

Chapter 11 Petition Date: February 21, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Carrie J. Boyle, Esq.
                  LAW OFFICE OF SCOTT H. MARCUS & ASSOC.
                  121 Johnson Road
                  Turnersville, NJ 08012
                  Tel: (856) 227-0800
                  Fax: (856) 227-7939
                  E-mail: cboyle@marcuslaw.net

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/njb12-14236.pdf

The petition was signed by Jon Paul Paxton, president.


LAND CONSERVANCY: Congregation Wins Tiff Over Elkins Park Property
------------------------------------------------------------------
Bankruptcy Judge Eric L. Frank granted the request of Dominican
Congregation of St. Catherine De'Ricci for modification of the
automatic stay to permit the Congregation to exercise all of its
in rem rights and remedies under applicable nonbankruptcy law with
respect to the property located at 1750 Ashbourne Road, in Elkins
Park, Pennsylvania.  Judge Frank, meanwhile, denied a request by
Land Conservancy of Elkins Park, Inc., to vacate a prior court
order approving the Debtor's revised settlement agreement with the
Congregation.

On Dec. 22, 2011, the Court approved the revised settlement
agreement which resolves a dispute between the parties relating to
a debt owed to the Congregation by the Debtor and the parties'
competing claims to ownership of the Elkins Park property.  The
Revised Settlement Agreement provides, inter alia, for:

     (1) a release of all claims held by the Debtor against the
         Congregation;

     (2) the allowance of the Congregation's allowed secured claim
         in an agreed amount;

     (3) the satisfaction of the Congregation's claim, with
         interest at an agreed rate, through a payment schedule
         requiring payments by the Debtor of $300,000 on or before
         Dec. 31, 2011, April 30, 2012 and Sept. 15, 2012, with a
         balloon payment for the balance of the claim to be paid
         on or before Dec. 31, 2012;

     (4) time being of the essence and no right to cure or grace
         period in the event of a payment default by the Debtor;

     (5) upon completion of the Debtor's payment obligations, the
         Congregation's consent to the entry of an order setting
         aside its deed to the Property (thereby restoring title
         to the Property to the Debtor);

     (6) specified remedies in the event of a default by the
         Debtor, including (i) termination of the Congregation's
         obligation to consent to the entry of an order setting
         aside its deed to the Property; and (ii) surrender of
         the Property by the Debtor to the Congregation.

The Debtor entered into the Revised Settlement Agreement with the
expectation that its initial payment to the Congregation of
$300,000 due on Dec. 31, 2011 would be funded from the refund of a
deposit the Debtor had previously paid to a prospective lender
Atlantic Rim Funding.  However, Atlantic Rim failed to return the
deposit to the Debtor, as a result of which the Debtor defaulted
on its Dec. 31, 2011 payment obligation under the Revised
Settlement Agreement.

The Congregation sought relief from the automatic stay to exercise
all of it remedies relating to the Property including actions
necessary to eject the Debtor from possession.  The Debtor
countered with the motion to vacate the prior order.  The Debtor
argues that the Revised Settlement Agreement is unenforceable (i)
because neither party executed it; and (ii) under the doctrine of
impracticability.  Even if the Revised Settlement Agreement is
enforceable, the Debtor said the Court should exercise its
equitable discretion to deny immediate relief from the automatic
stay.

At an evidentiary hearing on Feb. 15, 2012, the Court concluded
that the Revised Settlement Agreement is enforceable
notwithstanding the parties' failure to execute the written
agreement; (2) the doctrine of impracticability does not bar
enforcement of the Revised Settlement Agreement; and (3) cause
exists to grant the Congregation relief from the automatic stay.

The case before the Court is LAND CONSERVANCY OF ELKINS PARK,
INC., Plaintiff, v. DOMINICAN CONGREGATION OF ST. CATHERINE
DE'RICCI, Defendant, Adv. Proc. No. 10-0449 (Bankr. E.D. Pa.).  A
copy of the Court's Feb. 21, 2012 Order is available at
http://is.gd/CtAG1Mfrom Leagle.com.

Land Conservancy of Elkins Park, Inc., filed a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 10-19522) on Nov. 11, 2010, listing
$1 million to $10 million in assets and debts.  Judge Eric L.
Frank presides over the case.  Edmond M. George, Esq. --
edmond.george@obermayer.com -- at Obermayer Rebmann Maxwell &
Hippel, LLP, serves as the Debtor's counsel.  The petition was
signed by David D. Dobson, president.


LEHMAN BROTHERS: Committee Members Seek $26.3MM in Fees, Expenses
-----------------------------------------------------------------
Members of the Official Committee of Unsecured Creditors in Lehman
Brothers' Chapter 11 cases and certain indenture trustees jointly
ask the United States Bankruptcy Court for the Southern District
of New York to approve their omnibus application for the payment
of (i) $25,358,967 in fees for services rendered from the Petition
Date through December 31, 2011, and (ii) $932,148 in expenses
incurred in connection with rendering the services during the same
period, for a total award of $26,291,116.

The Committee Members are The Bank of NY Mellon, Elliott
Management Corp., Mizuho Corporate Bank, Ltd., Metropolitan Life
Insurance Co., Shinsei Bank, Limited, U.S. Bank National
Association, The Vanguard Group and Wilmington Trust Company.
Wilmington, BNYM, and US Bank serve as indenture trustees for
various notes issued by Lehman Brothers Holdings Inc.

Representing the Applicants, Michael B. Hopkins, Esq., at
Covington & Burling LLP, in New York -- mhopkins@cov.com --
asserts that the confirmation of the Debtors' Plan of
Reorganization was made possible through the efforts of many
constituents and their professionals, prominently the Applicants,
whose tireless efforts in connection with every aspect of the
Chapter 11 Cases resulted in the Debtors' commitment to pay all
the reasonable fees and expenses, including attorneys' fees,
incurred by the Applicants in connection with the cases.  This
commitment is memorialized in Section 6.7 of the Plan.

The payments contemplated by the Fee Payment Provision remain
subject to the approval of the Court, which should be granted
under the "reasonableness" standard of Section 1129(a)(4) of the
Bankruptcy Code.  Based upon the time and expense records set
forth in the application, the Court should have little difficulty
concluding that the Applicants' Fees and Expenses are
"reasonable," Mr. Hopkins contends.  He adds that the Fees and
Expenses were incurred by the Applicants in the course of meeting
the extraordinary demands the Chapter 11 Cases have made on their
time and efforts, and are clearly within the scope of the fees
and expenses contemplated by the Fee Payment Provision.

Summary of the Fees and Expenses:

Committee Member                 Fees     Expenses      Total
----------------              ---------   --------   ----------
Wilmington Trust Company -
Covington & Burling         $7,788,744    $68,759   $7,857,503

The Bank of NY Mellon -
Sheppard Mullin              4,054,024     35,519    4,089,544

Mizuho Corporate Bank Ltd. -
Stroock & Stroock & Lavan    2,863,196     17,742    2,880,938

Wilmington Trust Company      2,569,577    696,949    3,266,526

U.S. Bank National Assoc. -
Sullivan Worcester, LLP      1,752,369     12,928    1,765,297

The Vanguard Group -
Arent Fox LLP                1,346,234     21,221    1,367,455

Elliott Management Corp. -
Greenberg Traurig, LLP       1,308,655     53,841    1,362,497

Elliot Management Corp. -
Kleinberg, Kaplan, Wolff
& Cohen, P.C.                1,142,094     11,425    1,153,519

U.S. Bank National Assoc.     1,051,412          0    1,051,412

The Bank of NY Mellon -
Administration Fee             490,740          0      490,740

Wilmington Trust Company -
Loeb & Loeb, LLP               394,029      8,208      402,237

Metropolitan Life Ins. Co.      254,402          0      254,402

U.S. Bank National Assoc. -
Shipman & Goodwin, LLP         111,232      1,217      112,449

Wilmington Trust Company -
Citibank                        96,000          0       96,000

Shinsei Bank, Limited -
Vinson & Elkins LLP             71,460      1,614       73,074

U.S. Bank National Assoc. -
Edwards Angell Palmer &
Dodge, LLP                      64,796      2,721       67,517
                             ----------    -------   ----------
    Grand Total             $25,358,967   $932,148  $26,291,116

A hearing will be held on February 22, 2012, to consider the
application.

               U.S. Trustee, Fee Committee Object

A lawyer for the U.S. Trustee, a Justice Department agency that
oversees bankruptcy cases, has filed court papers opposing the
application by members of the Official Committee of Unsecured
Creditors.

Susan Golden, a trial attorney, criticized the committee members
for not seeking approval of their application under  Section
503(b)
of the U.S. Bankruptcy Code.

Section 503(b) provides a procedure for the approval of fees and
expenses incurred by a committee member.

"Notwithstanding this specific statutory provision that governs
the applicants' claims, the applicants urge the court to bypass
Section 503(b)," Ms. Golden said.

According to the lawyer, the committee members sought approval of
their application under another provision since they "cannot
recover the majority of the fees and expenses" under Section
503(b) either because the provision does not allow them or they
failed to prove that they have made substantial contribution in
Lehman's bankruptcy cases.

Ms. Golden also said that although a committee member is entitled
to an administrative expense claim for expenses it incurs, it is
not entitled to an administrative expense claim for its
professional fees.

A committee, which oversees the fees and expenses of Lehman
bankruptcy professionals, also criticized the application, saying
the fees and expenses requested have not yet been reviewed by the
committee for reasonableness.

                Court Approves Fee Applications

In another development, the U.S. Bankruptcy Court for the
Southern District of New York approved the application of Weil
Gotshal & Manges LLP for interim allowance of fees in the sum of
$35,848,624 for services provided for the period October 1, 2010
to January 31, 2011.

The bankruptcy court also approved another application by the
firm for interim allowance of $35,381,916 in fees for the period
February 1 to May 31, 2011.

Separately, The O'Neil Group LLC sought allowance of $269,914 in
fees and reimbursement of $19,636 in expenses for the period
October 1, 2011 to January 31, 2012.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wants to Subpoena Treasury's Geithner
------------------------------------------------------
Lehman Brothers Holdings Inc. and its creditors said they want to
subpoena Treasury Secretary Timothy Geithner to question him
under oath over allegations J.P. Morgan Chase & Co. illegally
siphoned billions of dollars from the company before its
bankruptcy filing, Dow Jones Daily Bankruptcy Review reported.

Lawyers for Lehman subpoenaed Mr. Geithner as part of its lawsuit
against J.P. Morgan, claiming the bank's chief executive Jamie
Dimon and other top executives used inside knowledge to take
advantage of the company as its financial state worsened,
according to the report.

Lehman filed the lawsuit to recover billions of dollars that it
allegedly seized as collateral.  J.P. Morgan, which served as the
company's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

Meanwhile, the Official Committee of Unsecured Creditors alleged
that Mr. Geithner has refused to comply with an August 9, 2011
subpoena.  It wants a court to force him to give a deposition by
a March 16 deadline, Dow Jones reported.

The Committee said Mr. Geithner had more than 35 phone
conversations with Richard Fuld, former Lehman chief executive,
and more than 10 with Mr. Dimon in the week before Lehman's
bankruptcy filing, according to the report.

"The Department of the Treasury now turns its back on the
President's commitment to transparency as it refuses to provide
the creditors of Lehman Brothers with key evidence from the
current Secretary of the Treasury, Timothy F. Geithner, who was a
crucial witness to certain key events at issue in the creditors'
litigation with JPMorgan Chase Bank, N.A," the Committee said.

The Committee said that it also wants to question then-Treasury
Secretary Hank Paulson, but that he too has turned the request
down.  It said it will handle the Paulson matter separately, Dow
Jones reported.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: CDO Holders Sue LBSF, BNY
------------------------------------------
Holders of notes in synthetic collateralized debt obligations
created by Lehman Brothers Special Financing Inc. filed a lawsuit
in the U.S. Bankruptcy Court for the Southern District of New
York to compel the company to comply with a ruling from a U.K.
court that reached a result at odds with the bankruptcy court,
Bloomberg News reported.

The dispute involves a so-called flip clause where Lehman would
receive proceeds of collateral in ordinary circumstances.  The
flip clause agreements provided that noteholders instead would
receive the collateral first if Lehman would go bankrupt.  The
flip clauses thus turned profits for the company into losses as a
result of bankruptcy.

Lehman has argued in the bankruptcy court that the flip clause
violates the so-called ipso facto clause in U.S. bankruptcy law,
which provides that companies can't forfeit rights or property
simply on account of filing bankruptcy.  In another Lehman case,
U.S. Bankruptcy Judge James Peck ruled in January 2010 that flip
clauses aren't enforceable in bankruptcy.

Meanwhile, the noteholders in the so-called Dante program sued
Lehman in the High Court of Justice in the U.K. because their
particular notes were governed by U.K. law and Lehman had
consented to being sued in England.  The noteholders won in the
trial court.  The ruling was affirmed all the way up to U.K.'s
Supreme Court.

The noteholders filed the lawsuit on February 8 in the bankruptcy
court, asking for enforcement of the U.K. judgment.  They
immediately filed papers seeking to have the lawsuit removed from
the bankruptcy court and lodged in U.S. District Court in New
York, Bloomberg News reported.

The noteholders contend that the lawsuit doesn't involve legal
questions governed by bankruptcy law.  Instead, they see the case
turning on issues of international law, the interpretation of
agreements under U.K. law, and the question of enforcing a ruling
by an English court in the U.S, according to the report.

The lawsuit is Belmont Park Investments Pty Ltd. v. Lehman
Brothers Special Financing Inc. (In re Lehman Brothers Holdings
Inc.), 12-01045, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Fontainebleau Counterclaims Stay Put
-----------------------------------------------------
A New York bankruptcy judge denied Lehman Brothers Holdings
Inc.'s bid to dismiss counterclaims filed by developer Jeffrey
Soffer and his Fontainebleau Resorts LLC over a $400 million
construction loan, according to a February 15 report by Law360.

Soffer and Fontainebleau filed the fraud counterclaims in
September, alleging Lehman's misrepresentations about its
financial condition before its bankruptcy filing induced them to
enter into a loan arrangement with the lender, which in turn
caused Fontainebleau and related properties to fold, Law360
reported.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Barclays Asks Court to Enforce $50-Bil. Deal
-------------------------------------------------------------
Barclays Plc asked a U.S. district judge to enforce a $50 billion
deal struck in 2008 to buy Lehman Brothers Holdings Inc.'s North
American assets, saying it would jeopardize future sales of
distressed companies if contracts and promises were not honored,
Bloomberg News reported.

More than three years after the purchase, Barclays continues to
fight the remnants of Lehman's brokerage over about $3 billion in
assets, which it says belong to the U.K. bank according to sale
contracts and the company's promises.

The trustee liquidating the Lehman brokerage says a key contract
was altered to benefit Barclays, and he needs the assets to pay
the remaining brokerage customers.  Both parties appealed a
bankruptcy court's rulings on the assets and are preparing for a
hearing in a U.S. district court, Bloomberg News reported.

In a court filing, Barclays pressed its claim to about $2 billion
in margin assets, saying it would never have taken on Lehman's
trading positions without the margin backing them.  The U.K. bank
also claimed $769 million in other assets.

Meanwhile, the brokerage trustee demanded $1.1 billion in so-
called "clearance box assets" held to clear trades, which
Barclays agreed to give up in the 2008 credit crisis, according
to the report.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court Grants Ch. 15 Protection to Australian Unit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted bankruptcy protection to Lehman Brothers Australia Ltd.,
a move that protects the company from lawsuits or creditor
attempts to seize its U.S. assets, according to a February 15
report by Fox Business.

Under Chapter 15, a feature added to the U.S. bankruptcy code in
2005, a company such as Lehman Australia can seek a U.S.
bankruptcy court's recognition of its foreign bankruptcy case as
the main proceeding.

In its bankruptcy petition last month, Lehman Australia said it
has $1.3 billion in claims against Lehman Brothers Holdings Inc.
for losses related to structured finance arrangements known as
synthetic collateralized-debt obligations or CDOs, Fox Business
reported.

Investors in Australia are suing the Lehman unit over losses
associated with synthetic credit-linked notes issued by a Lehman-
sponsored vehicle called Dante.  Lehman Australia said it may
have claims against its U.S.-based parent if investors succeed in
the lawsuit, according to the report.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Aussie Court Reopens Investors' Class Suit
-----------------------------------------------------------
Elisabeth Sexton, writing for The Sydney Morning Herald, reported
that a class action by councils, charities and churches against
the liquidators of Lehman Brothers Australia has been reopened in
the Federal Court to allow fresh evidence about the value of the
complex structured finance products at its heart.

Justice Steven Rares finished hearing the case in June, but
allowed new material to be tendered about the extent of damages
claimed by the 72 members of the class action.

All bought synthetic collateralized debt obligations, or CDOs,
from the Australian arm of the collapsed investment bank.

They allege misleading conduct, breach of contract, breach of
fiduciary duty and negligence.

At a hearing on Feb. 3, Justice Rares was told that since the
case finished eight months ago, some of the CDOs have failed,
with no prospect of any return to investors.

Others have matured and repaid their full face value to
investors, leaving no losses to claim in court.

Three more are due to mature in the next eight weeks.

The task of assigning values to the 39 CDOs bought by class
action members has also been complicated by conflicting findings
by courts in Britain and the United States over the contractual
documents used by Lehman Brothers for many of the CDOs it
arranged before its collapse in September 2008.

Investors, including some of the members of the Australian class
action, won a landmark case over a US subsidiary, Lehman Brothers
Special Financing Inc, in the British Supreme Court in July.  But
the trustee involved, Bank of New York Mellon, has not yet paid
the investors.

A letter to some of the councils was tendered to Justice Rares on
Feb. 3, in which BNY Mellon said it could not release the funds
because "the competing claims have not been determined".

In contrast to the British judgment, Judge James Peck in the US
Bankruptcy Court has ruled that the trustee is obliged to return
the funds to Lehman Brothers Special Financing.

The Australian liquidators, Stephen Parbery and Marcus Ayres of
the insolvency firm PPB Advisory, want Justice Rares to postpone
putting a value on the CDOs affected by the overseas litigation,
all issued as part of what Lehman called the Dante program.

The liquidators' barrister, John Sheahan, SC, said if the judge
rejected this suggestion, he should assume, in line with the
British Supreme Court decision, that investors would recoup the
face value of their Dante notes.

Mr. Sheahan said an English subsidiary of BNY was holding the
investors' property in England and the investors could issue a
letter of demand based on the court's ruling.

An alternative course would be to replace the trustee.

Noel Hutley, SC, for the class action, said Lehman Brothers
Australia held some Dante notes on its own account yet the
liquidators had taken no such action to force the trustee to
comply with the British judgment.

Instead they had recently tried to break the impasse in the
United States by seeking to intervene in Judge Peck's case, he
said.

"Rational players in the marketplace accept that Judge Peck's
judgment is a real impediment to what's going on," he said.


LIMA'S TASTE: Blames Economic Downturn for Bankruptcy Filing
------------------------------------------------------------
Lisa Fickenscher at Crain's New York Business reports that Lima's
Taste Ceviche Bar and Restaurant in the West Village, New York,
filed on Feb. 20, 2012, for Chapter 11 bankruptcy protection.

According to the report, co-owner Jason Godfrey said the
restaurant, located at the corner of Christopher and Bedford
streets, was hurt by the economic downturn.  Its gross revenues
declined to $500,000 last year from $700,000 in 2009.

The report notes the restaurant's liabilities are between $100,000
and $500,000, and its assets are as much as $50,000.

Randall S.D. Jacobs, Esq., represents the restaurant.


LOS ANGELES DODGERS: Cleared by Judge to Move Forward With Plan
---------------------------------------------------------------
A bankruptcy judge cleared the Los Angeles Dodgers to advance
their plan for a new owner to take the ball club out of Chapter
11.

U.S. Bankruptcy Judge Kevin Gross on Wednesday approved the
disclosure statement explaining the Los Angeles Dodgers LLC's
Chapter 11 bankruptcy plan.

Max Stendahl at Bankruptcy Law360 notes that the plan disclosures
were approved despite a barrage of objections, including one by a
fan who suffered severe injuries last year at a baseball game.

The Plan contemplates that creditors will be unimpaired and will
be paid in full.  Hence, only one creditor -- the parent of a
holding company for the team -- os vote on the plan by March 16,
according to Law360.

A statement by the team said, "The Los Angeles Dodgers are pleased
that the U.S. Bankruptcy Court has approved its revised Disclosure
Statement, which keeps the Dodgers on track to emerge from
Bankruptcy as planned on April 30.  Bidders have shown tremendous
interest in the opportunity to purchase the Dodgers and related
assets, and the Dodgers look forward to a very successful
conclusion to their bankruptcy case."

As reported in the TCR on Jan. 24, 2012, the Debtors filed a Plan
that resolves fully the financial challenges confronting the
Dodgers that precipitated the filing by the Debtors of the Chapter
11 cases through a sale of all of the equity of the Dodgers, which
will result in a change in ownership of the team.  The plan
contemplates that all creditor claims will be satisfied in full
either through their assumption by the reorganized debtors or by
the payment of cash from proceeds from the sale of the Dodgers.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


MACROSOLVE INC: Issues Convertible Debentures and Warrants
----------------------------------------------------------
MacroSolve, Inc., on Feb. 17, 2012, issued (i) convertible
debentures in the aggregate principal amount of $500,000 and (ii)
Series C warrants to purchase shares of common stock of the
Company to certain investors for aggregate cash proceeds of
$180,000 and the exchange of $320,000 in previously issued
promissory notes.  There were four Investors, who are all
directors of the Company.

The Debentures accrue interest at an annual rate of 8%, which will
be paid quarterly exclusively from the Debenture Account.
Principal on the Debentures will be paid quarterly, on a pro rata
basis with all Debentures, as the Debenture Account permits, but
only after all accrued interest has been paid.  The Debenture
Account is a bank account established with a financial institution
for the deposit of 25% of any funds the Company receives from any
judgment or settlement in any patent infringement cases involving
United States Patent Number 7,822,816.

The Debentures mature on Dec. 31, 2019, to the extent not
previously repaid.  Any Debentures that are outstanding on the
maturity date that have not been repaid from the Debenture Account
will be repaid by the issuance of those number of shares of Common
Stock equal to the outstanding principal or accrued interest
divided by the volume weighted average price per share of the
Company's Common Stock for the three trading days prior to the
maturity date.

The Investor has the right, at any time after Dec. 31, 2017, to
require the Debentures to be repaid in full by cash from the
Debenture Account, and to the extent such cash is not available,
by shares of Common Stock at the Conversion Price.  The Company
has the right, at any time after Dec. 31, 2018, to require the
Debentures to be repaid in full by cash, shares of Common Stock at
the Conversion Price, or a combination of cash and shares of
Common Stock.

The Warrants are exercisable at an exercise price of $0.10 per
share until the earlier of Dec. 31, 2019, or when the Investor no
longer holds any Debentures.  The Warrants are also exercisable on
a cashless basis at any time.  The number of shares of Common
Stock issuable upon exercise of the Warrants is equal to 50% of
the then outstanding principal amount of the Debenture held by
such Investor divided by the Conversion Price.

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.

The Company reported a net loss of $1.84 million on $928,674
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.42 million on $533,223 of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
million in total assets, $3.20 million in total liabilities and a
$898,737 total stockholders' deficit.


MARKETING WORLDWIDE: Incurs $2.1 Million Net Loss in Dec. 31 Qtr.
-----------------------------------------------------------------
Marketing Worldwide Corporation filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of
$2.06 million on $223,589 of revenue for the three months ended
Dec. 31, 2011, compared with net income of $526,238 on $594,509 of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

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

                       http://is.gd/YMZnE4

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.


MAYSVILLE INC: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
ordered and adjudged that the Chapter 11 case of Maysville, Inc.
is dismissed.  The Clerk of the Court is instructed to close the
case and deem all pending motions denied as moot.

As reported in the Troubled Company Reporter on Jan. 3, 2012, the
Court denied the Debtor's emergency motion to reconsider order of
dismissal and to reinstate original deadline to post confirmation
funds.

The judge said in an order last year that the case would be
dismissed if the deposit of $2.1 million was not made by Oct. 27,
2011.

                       About Maysville, Inc.

Maysville, Inc., is the record title holder of a multi parcel
property in Miami-Dade County, Florida.  The property consists of
six apartment buildings with 133 apartment units.  The property
also includes 21 unsold units in the Platinum Condominium.  The
Debtor is owned and operated by its principals, Alex Guillermo
Redondo, Aurora Brito de Redondo, Carmen Redondo, Jhosmar
Redondo and Algemiro Redondo, Jr., who have owned and operated the
property for 24 years.

Maysville filed its second voluntary petition under Chapter 11 on
Aug. 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida,
serves as the Debtor's bankruptcy counsel.  Jeffery J. Pardo,
Esq., at Pardo Gainsburg P.L., in Miami, Florida, is the Debtor's
litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

In the first voluntary petition for bankruptcy (Bankr. S.D. Fla.
Case No. 10-28244) which was filed on June 28, 2010, the
Bankruptcy Court granted Mellon United National Bank n/k/a MUNB
Loan Holdings, LLC, relief from the automatic stay to continue the
foreclosure litigation.  On Aug. 24, 2010, Mellon obtained a final
summary judgment in the sum of $24,489,076 and a judgment of
foreclosure was entered.  The final judgment was later amended on
May 3, 2011, to reflect a credit of $583,045 reducing the judgment
to $23,906,031.62.  On Jan. 28, 2011, the first Chapter 11 case
was dismissed by the Court because the Debtor failed to timely
file a confirmable plan.  The order of dismissal precluded the
Debtor from commencing a case for a six month period which expired
on July 28, 2011.

Mellon's foreclosure sale was scheduled to occur on Aug. 12, 2011.
On Aug. 10, 2011, Mellon assigned its interest in its foreclosure
judgment and the right to credit bid at the foreclosure sale to
Fifteen Encore Platinum, LLC.


MCDONALD BROTHERS: Has Final OK to Use BB&T Cash Collateral
-----------------------------------------------------------
The Bankruptcy Court entered a final order authorizing McDonald
Brothers, Inc., to use cash collateral, in which Branch Banking
and Trust Company asserts an interest, to pay expenses that accrue
prior to and including Dec. 20, 2011, for the purposes and subject
to the sub-limits as set forth in the budget for that period, not
to exceed 110% on a line-item cumulative basis, pending further
orders of the Court after notice and hearing.

The Debtor may not use Cash Collateral for any purpose other than
operations in the ordinary course of business or the payment of
allowed administrative fees, costs, or expenses, irrespective of
whether such purpose would be proper under applicable law, without
further notice and hearing.

BB&T has consented to the continued use of cash collateral in
accordance with the Budget and subject to the provisions of the
prior orders.

A full-text copy of the Final Order is available for free at:

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

                     About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  In its schedules, the
Debtor disclosed $10,540,708 in assets and $10,138,358 in
liabilities.


METHANEX CORP: Moody's Assigns 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Methanex
Corporation's (Methanex) new notes due 2022. Methanex's Ba1
Corporate Family Rating (CFR) and existing debt ratings were
unaffected. Proceeds from the new debt issue will be used to repay
the $200 million of notes maturing in August 2012 and for general
corporate purposes. The outlook is positive.

The following summarizes the ratings:

Methanex Corporation

Ratings assigned

$250 million senior unsecured notes due 2022 -- Ba1 (LGD4, 61%)

Shelf (senior unsecured debt) -- (P)Ba1

Existing Ratings:

Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1

$150 million senior unsecured notes due 2015 - Ba1 (LGD4, 61%)

$200 million senior unsecured notes due 2012 - Ba1 (LGD4, 61%) **

Outlook -- Positive

** Rating to be withdrawn

RATINGS RATIONALE

The outlook on the Methanex's ratings was recently moved positive,
reflecting Methanex's strong leverage and financial strength
credit metrics supportive of a higher rating, its improved
methanol production asset profile, expectations that investment
opportunities currently under consideration by the company will
add to the company's production capacity and favorable industry
conditions.

The methanol industry backdrop is attractive, with pricing
supporting attractive profit margins. The limited new capacity
that has been announced is expected to be absorbed by the market
without disrupting methanol pricing.

Methanex's ratings reflect its significant market share as the
world's largest methanol producer, geographic diversity, strong
cash balances and liquidity, and logistics assets and benefits
associated with selling high volumes of methanol. The company's
relatively conservative financial philosophy for a Ba1 issuer and
modest balance sheet debt also benefit the rating. The ratings are
tempered by the single commodity petrochemical product portfolio,
cyclical nature of pricing and demand in the methanol market,
inconsistent supplies of natural gas feedstock. The ratings are
further limited by the exposure to changes of foreign government
policies (e.g., potential political unrest in Egypt) and the high
amount of operating leases which materially increases adjusted
debt.

The rating could be upgraded if the company continues to be
supplied with sufficient attractively priced natural gas to
operate its plants (including the startup of the second train at
Motunui, New Zealand), continues to smoothly operate its Egyptian
plant, makes substantial progress towards relocating a methanol
plant from Chile to the US Gulf Coast and is expected to return to
generating substantial positive free cash flow. Significant
negative free cash flow resulting from lower than expected
operating cash flow or heightened spending on additional
investment opportunities would temper Moody's view of the rating.

The principal methodology used in rating Methanex Corporation was
the Global Chemical Industry Methodology published in December
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.

Methanex, based in Vancouver, British Columbia, is the world's
largest producer of methanol, its only product. Methanex operates
methanol production facilities located in Canada, Chile, Egypt,
New Zealand and Trinidad. The 1.3 million metric ton p.a. plant in
Egypt (owned by a joint venture in which Methanex has a 60%
interest) started production in March 2011 and is the latest
addition to its asset base. The company restarted its Canadian
(Medicine Hat) plant in 2011; it had been closed since 2001. The
company reported revenues of $2.6 billion for 2011.


MF GLOBAL: Trustee Proposes Freeh Sporkin as Regulatory Counsel
---------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, seeks the Bankruptcy
Court's permission to employ Freeh Sporkin & Sullivan, LLP, as his
investigative counsel, nunc pro tunc to Nov. 28, 2011.

As the Chapter 11 Trustee's investigative counsel, Freeh Sporkin
will:

  (a) represent the Chapter 11 Trustee in his dealings with
      various regulatory authorities, including but not limited
      to the Commodity Futures Trading Commission, the
      Securities and Exchange Commission, and the Chicago
      Mercantile Exchange;

  (b) represent the Chapter 11 Trustee in his dealings with
      various prosecutors' offices and law enforcement
      authorities;

  (c) represent the Chapter 11 Trustee in his dealings with
      various U.S. House and Senate Committees and Sub-
      Committees;

  (d) coordinate, on behalf of the Chapter 11 Trustee,
      information requests and responses to all regulators,
      Congressional committees, prosecutors' offices, lender
      groups, and other parties-in-interest in the bankruptcy
      process;

  (e) in the execution of the Chapter 11 Trustee's duties under
      Section 1106(a)(3) of the Bankruptcy Code, assisting the
      Chapter 11 Trustee in his investigation of the acts and
      conduct of the Debtors including, but not limited to,
      scheduling, preparing for, and conducting witness
      interviews in connection with the Chapter 11 Trustee's
      investigations, provided that Freeh Sporkin and Kasowitz,
      Benson, Torres & Friedman, LLP will make every effort to
      reduce or avoid duplication of work as Kasowitz Benson
      transitions out of the Debtors' Chapter 11 cases; and

  (f) assist the Chapter 11 Trustee in undertaking additional
      tasks that the Court may direct.

The Chapter 11 Trustee and Freeh Sporkin have agreed that in
connection with its services the firm will be paid its customary
hourly rates, less a discount of 10%.  Freeh Sporkin will also be
reimbursed for expenses incurred.

The principal professionals expected to provide investigative
counsel services to the Chapter 11 Trustee and their hourly rates
are:

     Name/Title                   Rate per Hour
     ----------                   -------------
     Louis J. Freeh                   $850
     Partner

     Thomas McC. Souther, Esq.        $750
     Partner
     souther@freehgroup.com

     Thomas O. Melvin, Esq.           $300
     Associate
     melvin@freehgroup.com

The current hourly rates for other Freeh Sporkin professional
staff members, who may be retained in these Chapter 11 Cases, are
as set forth:

     Title                        Rate per Hour
     -----                        -------------
     Partners                      $600 to $750
     Senior Counsel                $600 to $750
     Associates                    $275 to $500

Mr. Freeh, in his capacity as founder and senior managing partner
of Freeh Sporkin & Sullivan, LLP, discloses that James Bucknam,
former Assistant United States Attorney for the Southern District
of New York worked for the United States Attorney for the
Southern District of New York at the same time as Serene K.
Nakano, who is now employed by the U.S. Trustee for Region 2.
Mr. Freeh relates that to ensure that as Chapter 11 Trustee he
will remain disinterested, Freeh Sporkin and its affiliate law
firm Freeh Group International Solutions, LLC, to which Mr. Freeh
is the founder and chairman agree that they will not represent
any client other than him as Chapter 11 Trustee in connection
with these Chapter 11 cases.

Mr. Freeh insists that Freeh Sporkin is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                         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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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 Proposes Freeh Group as Advisor
--------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, seeks the Bankruptcy
Court's permission to employ Freeh Group International Solutions,
LLC, as his advisor, nunc pro tunc to November 28, 2011.

As the Chapter 11 Trustee's advisor, Freeh Group will:

  (a) manage the facilitation and coordination of information
      and data exchange between the various worldwide
      administrations including, but not limited to, the SIPA
      proceeding: SIPC v. MF Global Inc. and the United Kingdom
      Administration of MF Global Overseas Limited;

  (b) coordinate the workflow administration between the
      Chapter 11 Trustee's professionals, the Official Committee
      of Unsecured Creditors and its professionals, and the
      various worldwide administrations including, but not
      limited to, the MFGI SIPA Proceeding and the MF Global UK
      Proceeding;

  (c) assist the Chapter 11 Trustee with the day-to-day, short-
      term and long-term management of the bankruptcy process,
      including evaluation of strategic and tactical options
      with respect to the SIPA proceeding and various insolvency
      administrations throughout the world, as well as
      management of the wind down of the Debtors operations; and

  (d) assist the Chapter 11 Trustee in undertaking additional
      tasks that the Court may direct.

In connection with its representation of the Chapter 11 Trustee,
Freeh Group has agreed to a 10% reduction from its standard hourly
rates in effect at the time that it performs professional
services.

The principal professionals expected to provide advisory services
to the Chapter 11 Trustee and their hourly rates are:

     Name/Title                   Rate per Hour
     ----------                   -------------
     James R. Bucknam                 $750
     Chief Executive Officer
     bucknam@freehgroup.com

     Francis A. Piantidosi            $750

The current hourly rates for other FGIS professional staff
members, who may be retained in these Chapter 11 Cases, are:

     Title                        Rate per Hour
     -----                        -------------
     Managing Director             $475 to $600
     Investigator                  $250 to $450

Freeh Group will also be reimbursed for expenses incurred.

Louis Freeh, the Chapter 11 Trustee, in his capacity as founder
and chairman of Freeh Group International Solutions, LLC,
discloses that his firm does not currently represent any parties-
in-interest or potential parties-in-interest in these Chapter 11
cases.  Thus, Freeh Group is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code, he tells the
Court.

                         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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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 Proposes FTI as Financial Advisor
----------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, in an amended request,
seeks the Bankruptcy Court's permission to employ FTI Consulting,
Inc., as his financial advisor, nunc pro tunc to November 1, 2011.

On November 1, 2011, FTI was engaged and began providing
restructuring consulting services to the Debtors.  The work
undertaken by FTI since November 1, 2011 has greatly assisted the
Chapter 11 Trustee in gaining an understanding of the facts and
circumstances of the cases and has allowed for a smooth
transition from the Debtors to the Chapter 11 Trustee.

Specifically, FTI will provide these services to the Chapter 11
Trustee:

  (a) Assist with the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

  (b) Assist with information and analyses required pursuant to
      the Debtors' pursuit of debtor-in-possession financing
      including, but not limited to, preparation for hearings
      regarding the use of cash collateral and DIP financing;

  (c) Assist with the identification and implementation of
      short-term cash management procedures;

  (d) Advise and assist with the development and implementation
      of key employee retention and other critical employee
      benefit programs;

  (e) Assist with and advise the Debtors and the Chapter 11
      Trustee with respect to the identification of core
      business assets and the disposition of assets or
      liquidation of unprofitable operations;

  (f) Assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

  (g) Assist with the valuation of the present level of
      operations and identification of areas of potential cost
      savings, including overhead and operating expense
      reductions and efficiency improvements;

  (h) Assist in the preparation of financial information for
      distribution to creditors and others;

  (i) Attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in these Chapter 11 cases, the U.S.
      Trustee for Region 2, other parties-in-interest and
      professionals hired by the same, as sought;

  (j) Analyze creditor claims by type, entity and individual
      claim, including assisting with development of databases,
      as necessary, to track those claims;

  (k) Assist with monitoring the various other insolvency
      proceeding of the Debtors' affiliates (including the SIPA
      proceeding, UK insolvency proceedings and various
      administration proceeding in Asia and other parts of the
      world);

  (l) Assist in the preparation of information and analysis
      necessary for the confirmation of a plan in these Chapter
      11 proceedings;

  (m) Assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (n) Litigation advisory services with respect to accounting
      and tax matters, along with expert witness testimony on
      case-related issues, if those services are necessary;

  (o) Render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in these Chapter 11 proceedings; and

  (p) Assist with forensic accounting, forensic reviews and
      investigations, information technology issues, data
      retention, data preservation, data collection, and data
      analysis.

FTI will seek payment for compensation on a monthly fixed fee of
$1,500,000 for the months of November and December, 2011,
$1,000,000 for the months of January and February, 2012,
$750,000,000 for the months of March and April, 2012, and
$500,000 thereafter, plus reimbursement of actual and necessary
expenses incurred by the firm.

Michael Eisenband, a senior managing director with FTI
Consulting, Inc., relates that during the 90-day period before
the Petition Date, his firm received no payments from the Debtors
for professional services performed and expenses incurred on
behalf of the Debtors.  According to FTI's books and records, FTI
has unpaid receivables due from the Debtors of $167,028 in
Aggregate, he says.  FTI has agreed to write off the amount and
not seek collection.

Mr. Eisenband also filed with the Court an updated schedule of
entities, which FTI continues to represent, a schedule of which
is available for free at:

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

Mr. Eisenband maintains that FTI remains a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

As a result of conversations with the U.S. Trustee for Region 2,
Mr. Eisenband submitted a supplemental declaration to disclose
that FTI and its affiliates do not own any debt or equity
securities issued by MF Global or its affiliates.  Likewise, no
employee of FTI and its affiliates who will render services in
connection with the proposed retention as financial advisor owns
any debt or equity securities issued by MF Global or its
affiliates, he notes.  He adds that no professional employed by
FTI or its U.S. or U.K. affiliates, owns any debt or equity
securities issued by MF Global or its affiliates.  In the event
it is determined subsequently that any professional employed by
FTI or its U.S. or U.K. affiliates is an owner of debt or equity
securities issued by MF Global or its affiliates, that person
will be directed by the general counsel and chief risk offer to
divest those securities on an expedited basis, he assures the
Court.  In light of those disclosures, he believes that FTI does
not represent an interest an interest adverse to the Debtors or
the Chapter 11 Trustee.

                         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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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: Slaughter and May Shares Info on Clients
---------------------------------------------------
George E.S. Seligman, Esq., a partner at Slaughter & May, in
England, filed with the Court a supplemental declaration to
address certain inquiries made by the Court at a January 19, 2012
hearing.

In order to comply with the Court's request and with the Code of
Conduct, Mr. Seligman provided the Court with an anonymised
description of its five relevant clients.

(a) Current Client:

   * Acting for a Swiss private bank in relation to a potential
     claim it may have as a general unsecured creditor of MF
     Global United Kingdom Limited.  An indicative estimate
     provided by the bank suggests that the claim is unlikely
     to exceed GBP500,000.

(b) Former Clients:

   * Advised a Northern European banking group in relation to,
     among other things, its potential exposure under a number
     of stock lending transactions under a master stock lending
     agreement with MFG UK.  The client closed out these
     transactions following the commencement of the Special
     Administration and applied the collateral it was holding in
     respect of those transactions in satisfaction of amounts
     which remained owing to it.  The client has no outstanding
     claim against MFG UK in respect of any of these
     transactions.

   * Advised a UK securities house in relation to its potential
     exposure with respect to a number of stock lending
     transactions under a stock lending agreement with MFG UK.
     Slaughter and May's work related primarily to advice on the
     termination provisions under the agreement.  Slaughter and
     May is not advising, and will not advise, on any claim that
     the client may have against MFG UK in respect of this
     agreement.

   * Advised an Australian bank on its potential exposure in
     respect of a number of stock lending transactions under a
     stock lending agreement with MFG UK.  The client closed out
     these transactions prior to the commencement of the Special
     Administration of MFG UK.  Following the commencement of
     the Special Administration of MFG UK, the client applied
     the collateral it was holding in satisfaction of amounts
     which remained owing to it.  Excess collateral was returned
     to MFG UK.  The client therefore has no claim against MFG
     UK in respect of these transactions.

   * Advised a corporate client on the acquisition of certain
     assets from MFG UK.  Slaughter and May has not advised, and
     will not advise, the client on any claim against MFG UK.

The revenue generated from those clients represent a de minimis
percentage of the total revenue generated by Slaughter and
May during the fiscal year 2011, Mr. Seligman tells the Court.

Slaughter and May has not represented or advised, and will not
represent or advise, any clients in connection with claims
against MFG UK that assert priority of recovery or distribution
over claims of MFGI or its customers in the Special
Administration of MFG UK, Mr. Seligman says.

                        The Application

MF Global Bankruptcy News, Issue No. 10, reports that the SIPA
Trustee is seeking the U.S. Bankruptcy Court for the Southern
District of New York's permission to employ Slaughter and May as
his English counsel, nunc pro tunc to December 21, 2011.

Pursuant to an order of the English High Court of Justice, issued
on October 31, 2011 prior to commencement of the SIPA
liquidation, Michael Robert Pink, Richard Dixon Fleming and
Richard Heis were appointed Joint Special Administrators of MF
Global UK Limited.

The Joint Special Administrators of MF Global UK Limited dispute
the classification under English law of approximately $600 to
$700 million in MFGI's commodities claimant funds that were
purportedly held by MFG UK as segregated assets for US customers
of MFGI dealing in foreign futures.  The SIPA Trustee believes
that those funds were segregated for US customers of MFGI who
traded on foreign exchanges and, thus, should be returned to MFGI
for distribution to those MFGI customers.  Absent a return, the
SIPA Trustee's ability to satisfy -- even in part -- the claims
of MFGI's US customers who traded on foreign exchanges will be
severely compromised.  It is anticipated that there may be other
areas in which disputes could arise between the SIPA Trustee and
the Joint Special Administrators regarding MFGI's claims, on its
own account and on behalf of its US customers, against the estate
of MFG UK.

As the SIPA Trustee's English counsel, Slaughter and May will,
among other things:

  * represent the SIPA Trustee at creditor meetings of MFG UK,
    meetings with the Joint Special Administrators and/or their
    lawyers, and English Court hearings in relation to the
    Special Administration;

  * review and analyze motions, applications, orders, statements
    of operations and schedules filed with the English Court and
    advise the SIPA Trustee as to their propriety, and to the
    extent deemed appropriate by the SIPA Trustee, support, join
    or object thereto; and

  * assist the SIPA Trustee by preparing English Court documents
    and pleadings including, without limitation, applications,
    motions, affidavits, witness statements, records,
    memoranda, complaints, adversary complaints, objections or
    comments as may be necessary in furtherance of the SIPA
    Trustee's interests in the Special Administration.

Slaughter and May will be paid according to its professionals'
customary hourly rates:

                                     Rate per Hour
   Title                          in GBP      in US$
   -----                          ------      ------
   Partners                       GBP550        $856
   Senior Associates              GBP450        $701
   Junior Associates              GBP325        $506
   Trainee Solicitors and
   paralegals                     GBP125        $194

George E.S. Seligman, Esq., a partner at Slaughter and May, in
England -- george.seligman@slaughterandmay.com -- disclosed that
in February 2008, Slaughter and May represented MFG UK with
respect to certain tax and intellectual property matters.
Specifically, Slaughter and May provided advice to MFG UK on
these matters:

(A) advice, from December 2009 to February to July 2010, on the
   bank payroll tax which was announced by the UK government
   wherein Slaughter and May billed (and was paid) GBP75,000
   plus VAT for this matter;

(B) advice, from August 2010 to August 2011, on general tax
   matters wherein Slaughter and May has an outstanding bill for
   GBP5,500 plus VAT for this work that Slaughter and May will
   write-off; and

(c) advice, from February 2008 to May 2009, on the preparation of
   a software development agreement.  Slaughter and May billed
   and was paid GBP24,930 plus VAT for this matter.

Slaughter and May has agreed not to seek to collect from MFG UK,
subject to approval by the Bankruptcy Court of its retention as
English counsel to the SIPA Trustee, any amount owing to
Slaughter and May by MFG UK for accrued and unpaid fees for
services rendered or reimbursement for expenses incurred, Mr.
Seligman says.  Moreover, Slaughter and May will not perform any
future services for MFG UK, the Joint Special Administrators of
MFG UK acting in that capacity or any other MFGI affiliate, he
adds.

Slaughter and May is also advising various clients on issues
arising out of the Special Administration, Mr. Seligman relates.
Several of these and future engagements, include advising clients
on potential claims against MFG UK, the actual preparation and
submission of claims on their behalf against the MFG UK estate or
the purchase of assets from the MFG UK estate.  Slaughter and May
also performs services for professional firms that may be
employed by MFG UK, and other parties of interest in the SIPA
proceeding, he states.  The attorneys that have performed those
services for any other professional firms will each be subject to
an Information Barrier segregating him or her from work performed
for the SIPA Trustee, he assures the Court.

Despite those disclosures, Mr. Seligman insists that Slaughter
and May is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                         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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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 to Retain Capstone as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in MF Global
Holdings Ltd.'s cases seeks permission from the Bankruptcy Court
to retain Capstone Advisory Group, LLC, together with its wholly-
owned subsidiary Capstone Valuation Services, Inc., as its
financial advisor, nunc pro tunc to Nov. 9, 2011.

As the Creditors Committee's financial advisor, Capstone will:

  (a) advise and assist the Creditors' Committee in its analysis
      and monitoring of the Debtors' historical and current
      financial affairs, including without limitation, schedules
      of assets and liabilities, statement of financial affairs,
      periodic operating reports, analyses of: cash receipts and
      disbursements, cash flow forecasts, intercompany
      transactions, trust accounting, various asset and
      liability accounts, analyses of ongoing wind down
      activities, any unusual or significant transactions
      between the Debtors and any other entities, and proposed
      restructuring transactions;

  (b) advise and assist the Creditors' Committee with respect to
      any proposed financing or use of cash collateral that
      the Debtors may seek;

  (c) develop a periodic monitoring report to enable the
      Creditors' Committee to effectively evaluate the Debtors'
      performance and cost reductions on an ongoing basis;

  (d) advise and assist the Creditors' Committee with respect to
      analyzing and monitoring the impact on the Debtors'
      affairs from the wind down of the entities under the
      control of the SIPA Trustee or other regulators;

  (e) advise and assist the Creditors' Committee and counsel in
      reviewing and evaluating any court motions, applications
      or other forms of relief filed or to be filed by the
      Debtors, or any other parties-in-interest;

  (f) monitor the Debtors' claims management process, analyze
      claims, analyze guarantees, and summarize claims by
      entity;

  (g) advise and assist the Creditors' Committee in identifying
      or reviewing any preference payments, fraudulent
      conveyances and other potential causes of action that the
      Debtors' estates may hold against insiders or third
      parties;

  (h) analyze the Debtors' assets and analyze possible recovery
      to the various creditor constituencies under various
      scenarios;

  (i) advise and assist the Creditors' Committee with respect to
      the Debtors' identification of core business assets or
      liquidation of unprofitable operations, in evaluating and
      analyzing restructuring proposals of the Debtors and
      assist counsel and the Creditors' Committee in developing
      negotiation strategies to support the Creditors'
      Committee's position;

  (j) advise and assist the Creditors' Committee in its
      assessment of the Debtors' employee needs and related
      costs;

  (k) advise and assist the Creditors' Committee in its review
      of intercompany transactions between the Debtors and its
      subsidiary companies, including understanding its
      historical business and accounting practices, whether or
      not the transactions were cash or non-cash, financial
      terms of those amounts;

  (l) advise and assist the Creditors' Committee in the
      evaluation of the operations and any insolvency
      proceedings of foreign entities related to the ultimate
      parent, MF Global Holdings Ltd.; and

  (m) render expert testimony as requested from time to time by
      the Creditors' Committee and counsel; and

  (n) attend Creditors' Committee meetings and court hearings as
      may be required in the role of advisors to the Creditors'
      Committee.

Capstone will be paid according to its professionals' customary
hourly rates, which are revised annually effective January 1st:

                                     Rate per Hour
       Title                       2011        2012
       -----                       ----        ----
       Executive Director      $600 to $760 $610 to $795
       Managing Director       $475 to $590 $475 to $600
       Directors               $360 to $475 $360 to $475
       Consultants             $160 to $350 $170 to $350
       Support staff           $120 to $150 $120 to $160

Capstone will also be reimbursed for reasonable and actual out-
of-pocket expenses.

Christopher J. Kearns, executive director of Capstone Advisory
Group, LLC, discloses that has relationships with certain
parties-in-interest in matters unrelated to the Debtors or their
Chapter 11 cases.  Capstone has advised the Creditors' Committee
and the U.S. Trustee for Region 2 that, it will not provide
expert witness services adverse to organizations or persons that
are parties-in-interest in which Capstone has relationships and
associations with.  However, Capstone is willing to perform all
investigations related to potential causes of actions that the
Creditors' Committee may seek to pursue, he says.

A schedule of the parties-in-interest in which Capstone has
relationships is available for free at:

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

Mr. Kearns further notes that CVS may be asked to value and
manage the liquidation of assets of investment funds.  Those
investment funds could take positions in debt or equity of the
Debtors, without Capstone's or CVS's knowledge or consent, he
notes.  He clarifies that neither Capstone nor CVS has any
pecuniary interest in those investment funds, or will profit from
the value realized from the sale of their assets.  To the extent
any employee of CVS is utilized for valuation expertise on behalf
of the Creditors' Committee that employee will not perform any
valuation work on any debt or equity securities of the Debtors
for any investment fund for the duration of this engagement, he
assures the Court. If CVS is providing valuation work on any debt
or equity securities of the Debtors for any investment fund for
the duration of this engagement, then the CVS employee
undertaking such work will be restricted and have no access to
the confidential information of the Debtors, he adds.

Mr. Kearns insists that Capstone, together with CVS, is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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 Wins OK for Dewey & LeBoeuf as Attorneys
-------------------------------------------------------------
The statutory creditors' committee sought and obtained 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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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)


MFJT LLC: Has Access to BACM 2007's Cash Collateral Until Feb. 29
-----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a sixth interim order,
authorized MFJT, LLC's continued access to the cash collateral.

Lender BACM 2007-3 Aslip Complex LLC consented to the Debtor's
continued use of the cash collateral until Feb. 29, 2012.

The Debtor would use the cash collateral to fund its business
postpetition.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will, among other things:

   -- grant the lender valid perfected, enforceable security
      interests in and to the Debtor's postpetition assets;

   -- permit the lender to inspect, upon reasonable notice, within
      reasonable hours, the Debtor's book and records;

   -- make only the expenditures set forth in the budget plus no
      more than 10% of the total proposed expense payments unless
      otherwise agreed by the lender or upon further order of the
      Court;

   -- maintain and pay premiums for insurance to cover all of its
      assets from fire, theft and water damage to the extent set
      forth in the budgets; and

   -- escrow sufficient funds for the payment of current real
      estate taxes relating to the property.

A status hearing on the motion is scheduled for Feb. 28, 2012, at
10:00 a.m.

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MILL RIVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mill River Foundation, Inc.
          dba William And Sally Tandet Center For Continuing Care
        146 West Broad Street
        Stamford, CT 06902

Bankruptcy Case No.: 12-50306

Chapter 11 Petition Date: February 21, 2012

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen M. Kindseth, Esq.
                  ZEISLER & ZEISLER, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  E-mail: skindseth@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 is
available for free at http://bankrupt.com/misc/ctb12-50306.pdf

The petition was signed by Doug Mittleider, president.


MONEYGRAM INT'L: Silver Point Ceases to Own 5% of Common Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Silver Point Capital, L.P., and its
affiliates disclosed that as of Feb. 18, 2012, they beneficially
own 749,118 shares of common stock of MoneyGram International,
Inc., representing 1.3% based upon 57,834,779 outstanding shares
of common stock as of Dec. 22, 2011.  Silver Point owns the same
amount of shares as of Dec. 22 2011.  A full-text copy of the
amended filing is available at http://is.gd/7r9oMh

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2011, showed $5.17 billion
in total assets, $5.28 billion in total liabilities and a $110.19
million total stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Thomas Lee Discloses 50.8% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Advisors, LLC, and its
affiliates disclosed that, as of Feb. 18, 2012, they beneficially
own 36,332,270 shares of common stock of MoneyGram International,
Inc., representing 50.8% of the shares outstanding.  As of
Dec. 22, 2011, Thomas Lee disclosed ownership of 37,081,388
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/5QqKsm

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2011, showed $5.17 billion
in total assets, $5.28 billion in total liabilities and a $110.19
million total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MOUNTAIN CITY: To Present Plan for Confirmation on April 16
-----------------------------------------------------------
The Bankruptcy Court approved the Disclosure Statement explaining
the Chapter 11 Liquidating Plan filed by Mountain City Meat Co.,
Inc.  The Court found that the Disclosure, as modified at the
hearing, contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.

The objections that were filed by the United States Trustee and
Fifth Third Bank have been resolved or are otherwise overruled.

The Disclosure Statement, as amended, stated that as of Jan. 31,
2012, the Debtor held approximately $1,700,000 of unencumbered
funds and is confident that Unencumbered Funds will total, at a
minimum, $1,050,000, after payment of all amounts due on the
Effective Date of the Plan, including Tax Claims and Secured
Claims, and after accounting for expected unpaid Professional
Fees.

Fifth Third Bank, the Debtor's pre-petition secured lender, has
demanded that the Debtor set aside $500,000 in cash in a separate
escrow account to pay for at least a portion of its attorneys fees
with respect to an investigation by the Creditors' Committee of
Fifth Third Bank's Secured Claim.  The Debtor has not consented to
the bank's demand.  The Debtor maintains that if Fifth Third Bank
successfully seeks that relief in the Bankruptcy Court, the
creation of the escrow fund will delay the Effective Date of the
Plan.

All ballots accepting or rejecting the Plan must be delivered to
counsel for the Debtor on or before 5:00 p.m. on March 23, 2012.

Any objections to confirmation of the Plan must be filed with the
Court on or before March 23, 2012.

A hearing to consider confirmation of the Plan is set for
April 16, 2012, at 1:30 p.m.

The hearing on the Motion to Dismiss the Involuntary Bankruptcy
Case, Case No. 11-29209 will be continued to April 16.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/MOUNTAINCITY_FEB14DS.pdf

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States.  Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


NEBRASKA BOOK: Judge Gives April 23 Deadline to File New Plan
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a judge said
Nebraska Book Co. can keep control over its Chapter 11 case
through April 23 while it works to negotiate a new bankruptcy-exit
plan with its second-lien lenders.

As reported in the TCR on Feb. 6, 2012, Nebraska Book filed a
motion to further extend their exclusive periods to file a Chapter
11 Plan and solicit acceptances of such a Plan by 91 days, through
and including April 23, 2012, and June 21, 2012, respectively.

The Debtors intend to continue discussions with key stakeholders
regarding a consensual plan of reorganization.

The Debtors already filed a fully-consensual plan but have been
unable to confirm "for reasons outside of their control."

                        About Nebraska Book

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

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

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

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

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


NEW DIRECTION: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New Direction Community Church
        fka New Gethsemane Church of God In Christ of Pomona
        1100 E. Holt Ave.
        Pomona, CA 91767

Bankruptcy Case No.: 12-16147

Chapter 11 Petition Date: February 21, 2012

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

Judge: Neil W. Bason

Debtor's Counsel: Michael R. Totaro, Esq.
                  TOTARO & SHANAHAN
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: mtotaro@aol.com

Scheduled Assets: $3,176,900

Scheduled Liabilities: $5,427,166

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-16147.pdf

The petition was signed by Raymond Eugene Watts, president.


NORANDA ALUMINUM: Moody's Affirms 'B1'; Outlook Negative
--------------------------------------------------------
Moody's Investors Service changed the outlook for Noranda Aluminum
Holding Corporation and Noranda Aluminum Acquisition Corporation
to negative from stable, and affirmed Holdco's B1 Corporate Family
and Probability of Default Ratingsas well as its SGL-2 Speculative
Grade Liquidity Rating.  Moody's also affirmed the Ba2 ratings on
Noranda Aluminum Acquisition Corporation's senior secured
revolving credit facility and senior secured term loan facility
and assigned a Ba2 rating to the company's proposed $300 million
senior secured term loan.  At the same time, Moody's downgraded
Noranda's senior unsecured notes rating to B3 from B2. Proceeds
from the new term loan will be used to retire the remaining
balance under the existing term loan, tender for a portion of the
senior unsecured notes, pay a special dividend to shareholders,
and fund general corporate uses of cash.  Noranda Aluminum
Acquisition Corporation is also entering into a new $250 million
asset-based revolving credit facility, which will not be rated.
Upon closing of the new bank facilities, Moody's will withdraw the
ratings on the existing bank revolver and term loan.

RATINGS RATIONALE

The negative outlook incorporates Moody's expectation for weaker
operating and cash flow generation over the next twelve to
eighteen months, given the lower aluminum price levels and
continued slow economic recovery, which Moody's believes will
result in relatively flat shipment levels year-on-year and
moderation in earnings. The negative outlook also reflects the
increase in leverage in this environment to fund a further special
dividend and the resultant the tightening in debt protection
ratios, such as EBIT/interest. Also considered are the weaker cash
flow metrics given the special dividend and other 2012 expected
cash outflows relating to the out of the money natural gas hedge
position and tax payments on the aluminum hedge gains from prior
years. An additional factor in the outlook is evidence of a more
aggressive, shareholder-friendly financial policy.

The downgrade in the senior unsecured floating rate notes rating
to B3 from B2 under Moody's Loss Given Default methodology
reflects the weaker position and less loss absorption ability of
these instruments in the capital structure following the increase
in the secured term loan to $300 million from currently $78
million. Borrowings under the unrated ABL revolver, which will be
limited by a borrowing base, will be secured on a first priority
basis on the company's inventory and accounts receivables ("ABL
priority collateral"), and on a second priority basis on the
assets that are pledged on a first lien basis to the new term
loan. Borrowings under the new term loan will be secured on a
first priority basis on assets apart from the ABL priority
collateral and on a second priority basis on the ABL priority
collateral. Both the ABL revolver and new term loan will be
guaranteed by Noranda's subsidiaries.

Noranda's B1 Corporate Family Rating reflects the company's good
position with its customer base and its markets served.
Additionally, continued focus on cost control and cost reduction
under its "Cost-Out, Reliability and Effectiveness"(CORE) program,
as well as the benefits to its overall cost position from its
alumina refinery and bauxite operations are expected to continue
to provide some mitigation to the volatility of aluminum prices.
These latter benefits are derived from the earnings generated b
third party sales of both excess bauxite and aluminum, which the
company views as a reduction to overall production costs in its
primary aluminum operations.

At the same time, the rating reflects Noranda's relatively small
size, its earnings leverage to performance of the primary metal
business, and the reliance of this business on a single smelter
and refinery - which leaves the company exposed to any future
disruptions at the New Madrid, Missouri smelter and Gramercy,
Louisiana refinery. While the downstream operations add a level of
relative stability, their EBITDA contribution is still likely to
remain relatively small, absent a significant increase in
production capacity. The upstream primary operations will remain
the dominant earnings driver and will continue to reflect the
cyclicality of the aluminum price and demand levels.

Noranda's rating could be downgraded if LME aluminum prices were
to trend at $0.90/lb or less on an ongoing basis, production costs
were to escalate, or the company's operations encountered
disruptions leading to a deterioration in operating performance
and credit metrics. Furthermore, the rating could be downgraded
should the company engage in aggressive financial policies that
result in a material impact on its leverage profile. Under the
current circumstances, there is limited cushion in the company's
rating for further increases in debt. Specifically, the rating
could be lowered if adjusted debt-to-EBITDA increased to greater
than 4.0 times, free cash flow-to-debt fell to less than 4%, or
EBIT-to-interest decreased to less than 2.5 times.

At this point, an upgrade to Ba3 is unlikely, given Noranda's
relatively small size, reliance on one smelter, exposure to the
cyclicality of aluminum price and demand swings and uncertainty
over financial policies

The principal methodology used in rating Noranda was the Global
Steel Industry Methodology published in January 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.

Headquartered in Franklin, Tennessee, Noranda Aluminum Holding
Corporation is the holding company for Noranda Aluminum
Acquisition Corporation, which in turn directly owns Noranda
Aluminum, Inc. and indirectly controls Noranda Aluminum Inc.'s
subsidiaries (we collectively refer to the group of companies as
"Noranda"). Noranda is involved in primary aluminum production at
its New Madrid, Missouri smelter and in downstream operations
through four rolling mills. In its primary operations, the company
seeks to enhance returns by focusing on value-added products such
as billet, rod and foundry products, with the former two
comprising a relatively higher proportion of product sales. In its
downstream operations, the company has up to 495 million pounds of
annual production capacity, with key products including HVAC
finstock (which represents the majority of output), semi-rigid
containers, flexible packaging, and foil. In addition, Noranda has
a 100% interest in an alumina refinery in Gramercy, Louisiana and
through its wholly owned subsidiary, St. Ann Bauxite Holdings
Ltd., ultimately owns 49% of a bauxite mining operation in St.
Ann, Jamaica. Production of bauxite, alumina and chemical grade
alumina that exceeds internal requirements is sold to third
parties. During the fiscal ending December 31, 2011, Noranda
shipped approximately 513 million pounds of primary aluminum to
external customers and 363 million pounds of fabricated products,
generating revenues of $1.6 billion.


NORANDA ALUMINUM: S&P Affirms 'B+', Gives Stable Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Franklin, Tenn.-based Noranda Aluminum Holding
Corp. (Noranda). The rating outlook is stable.

"At the same time, we assigned our 'BB-' issue-level rating (one
notch above the corporate credit rating) to the proposed $300
million term loan of Noranda Aluminum Acquisition Corp., a
subsidiary of Noranda. We also assigned a recovery rating of '2',
indicating our expectation for a substantial (70% to 90%) recovery
in the event of payment default," S&P said.

"We also lowered our issue-level rating on Noranda Aluminum
Acquisition's existing senior unsecured notes due 2015 to 'B-'
(two notches below the corporate credit rating) from 'B'. We also
revised our recovery rating to '6', indicating our expectation for
a negligible (0% to 10%) recovery in the event of payment default,
from '5'," S&P said.

"The company will use the proceeds from the proposed term loan to
repay Noranda Aluminum Acquisition's existing senior secured
credit facilities, to fund a tender offer for a portion of its
existing senior unsecured notes and a special dividend of $1.25
per share, and for other general corporate purposes. We anticipate
that we will withdraw our ratings on Noranda's existing bank
credit facilities upon the successful completion of its
refinancing," S&P said.

"The ratings on Noranda reflect the company's 'vulnerable'
business risk profile and 'significant' financial risk profile.
The vulnerable business risk profile is reflected in Noranda's
limited operating diversity, its exposure to the highly cyclical
aluminum industry, and its relatively high cost position (absent
earnings credits from bauxite and alumina sales). The significant
financial risk profile reflects our expectation that, despite
lower aluminum prices, the company will maintain leverage between
4x and 5x and funds from operations to total debt of around 15%,"
said Standard & Poor's credit analyst Megan Johnston.

"The rating and outlook incorporate our expectation that the
company will sell more than 580 million pounds of primary aluminum
to external customers in 2012, roughly the same amount it sold in
2011. We assume that the company will sell about 80% of the 2012
amount as a value-added product, which would command a premium
over the Midwest transaction price. (This price includes the cost
of freight and handling to ship aluminum from London Metals
Exchange [LME] warehouses to the Midwest.) In addition, we have
assumed shipments from Noranda's downstream operations in 2012 to
be about 365 million pounds--an amount similar to 2011 levels,"
S&P said.

"Our EBITDA assumptions are sensitive to aluminum prices and
fluctuate about $60 million for every 10 cent change in price. We
expect EBITDA of about $150 million to $200 million in 2012. This
combines the above assumptions with an assumed average LME
aluminum price of $0.95 per pound and a Midwest premium of $0.05
compared with an average LME aluminum price of about $1.10 per
pound and Midwest premium of $0.075 in 2011. Our EBITDA
expectation also factors in relatively flat cash costs over 2011
levels. This, combined with higher debt balances, could result in
adjusted leverage of between 4x and 5x--a level we would consider
to be acceptable for the current rating," S&P said.

"Noranda, a primary aluminum producer with downstream operations,
has a vertically integrated upstream segment which can account for
more than 80% of EBITDA. However, this segment operates only one
smelter, thus highlighting the risk we associate with the
company's limited operating diversity since any disruption has the
potential to severely affect overall financial results," S&P said.

"In our view, the aluminum industry is cyclical and volatile, and
profitability suffered during the economic downturn. End-market
demand softened materially starting in 2008, and prices declined
by about 50% between March 2008 and March 2009, before beginning
to recover later in 2009 and 2010. Indeed, prices were less than
$0.85 per metric pound for a period of about 12 months, a level
at which we believe 50% or more of primary aluminum smelters
become unprofitable. Although prices recovered significantly in
2010 and 2011, we expect price volatility to continue and believe
that prices could continue to be pressured if high LME inventories
begin to flood the market," S&P said.

"The stable rating outlook reflects our expectation that Noranda
will continue to maintain leverage metrics of 4x to 5x, which we
would consider to be in line with the current rating, despite our
view of lower aluminum prices in 2012 as compared with 2011. A
gradual recovery in end-market demand should also aid operating
performance in 2012," S&P said.

"A negative rating action could occur if aluminum prices decline
to and are sustained below $0.95 for an extended period, resulting
in our assessment that the company's liquidity position could
tighten significantly and adjusted leverage would likely remain
greater than 5x," Ms. Johnston continued. "An upgrade is unlikely
at this time given Noranda's vulnerable business risk profile--
owing to its relatively small size, its lack of operating
diversity, and its exposure to volatile aluminum price and demand
swings."


NORTHERN BERKSHIRE: Hearing on Further Cash Access Set for April 2
------------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts, in a seventh interim order, authorized
Northern Berkshire Healthcare, Inc., et al.'s continued use of
cash collateral.

The outstanding principal and interest as of the Petition Date
under the Massachusetts Development Finance Agency Bonds and under
the master note No. 1 of $13,585,000 in principal and $280,802,
respectively.

Wells Fargo Bank, National Association is successor to the Bank of
New York, as master trustee for the master indenture.

The Debtors' authorization to use cash collateral will terminate
on the earliest to occur of (i) 5:00 p.m. (Eastern Time) on the
date that is two business days after the date of the further
hearing; and (ii) the expiration of the cure period following the
delivery of a default notice by the master trustee.

The Debtors set an April 2 hearing at 10:00 p.m. (ET) on their
request for further access to the cash collateral.

As reported in the Troubled Company Reporter on Jan. 19, 2012, the
Debtors would use the cash collateral to fund their business
operations, provided that the actual amount for each line item for
expenses in the budget may not exceed the budgeted amount by up to
15%.  The Debtor will maintain casualty and loss insurance
coverage for the prepetition collateral at all times on
substantially the same basis as maintain prepetition.

As adequate protection for any diminution in value of the master
trustee's interest, the Debtor will grant the master trustee
replacement liens, superpriority administrative claim status,
subject to carve out on certain fees.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Fine-Tunes Plan Ahead of April 2 Hearing
------------------------------------------------------------
Northern Berkshire Healthcare, Inc., et al., filed on Feb. 7,
2012, with the U.S. Bankruptcy Court for the District of
Massachusetts, a Final Third Amended Plan of Reorganization and an
explanatory Final Third Amended Disclosure Statement.

The Plan reflects a negotiated settlement among the Debtors,
Nuveen (who holds the majority of the MHEFA Bonds and a
substantial portion of the MDFA Bonds), ACA (the insurer of the
MDFA Bonds), the Official Committee of Unsecured Creditors of the
Debtors, and the Pension Benefit Guaranty Corporation.

If the Plan is confirmed by the Bankruptcy Court, MDFA Bondholders
and MHEFA Bondholders with Allowed MDFA Note Claims or MHEFA Note
Claims will respectively receive, in full satisfaction and
discharge of their Claims, new bonds secured by beneficial
interests in the New MDFA Note, New MHEFA Note, and the ECF Notes
(and, if NARH or NBH affiliates with another healthcare
institution under certain conditions, the Affiliation Notes); the
Holder of the Allowed VNA Hoosac Bank Secured Claim will receive
proceeds of the sale of the VNA Building up to the Allowed amount
of its Secured Claim; the Holders of Allowed General Unsecured
Claims and the Allowed VNA Hoosac Bank Deficiency Claim will
receive, in full satisfaction and discharge of their Claims, their
Pro-Rata Share of the Post-Effective Trust Interests; and the
Holder of the Allowed PBGC Prepetition Claim will receive, in full
satisfaction and discharge of both its PBGC Prepetition Claim and
the PBGC Post-Effective Claim, the PBGC Note, which will be
secured by all of NBHPG's assets and substantially all of VNA and
NBR's real estate assets and repaid with, among other things, the
proceeds of sale of substantially all the real estate assets of
VNA and NBR.  All distributions under the Plan will be made on or
soon as practicable after the Effective Date, except as otherwise
provided in the Plan.

Under the Plan, the projected recovery for these classes are:

   Class 1A ? NBH MDFA Note Claims                  44%
   Class 1B ? NBH MHEFA Note Claims                 44%
   Class 1C ? NBH PBGC Prepetition Claim             5%
   Class 1D ? NBH General Unsecured Claims           5%
   Class 2A ? NARH MDFA Note Claims                 44%
   Class 2B ? NARH MHEFA Note Claims                44%
   Class 2C ? Capital Lease Claims                 100%
   Class 2D ? NARH PBGC Prepetition Claim            5%
   Class 2E ? NARH General Unsecured Claims          5%
   Class 3A ? VNA MDFA Note Claims                  44%
   Class 3B ? VNA MHEFA Note Claims                 44%
   Class 3C ? VNA Hoosac Bank Secured Claim    93.6% - 100%
   Class 3D ? VNA PBGC Prepetition Claim             5%
   Class 3E ? VNA General Unsecured Claims           5%
   Class 3F ? VNA Hoosac Bank Deficiency Claim       5%
   Class 4A ? NBR MDFA Note Claims                  44%
   Class 4B ? NBR MHEFA Note Claims                 44%
   Class 4C ? NBR PBGC Prepetition Claim             5%
   Class 4D ? NBR General Unsecured Claims           5%
   Class 5A ? NBHPG PBGC Prepetition Claim           5%
   Class 5B ? NBHPG General Unsecured Claims         5%
   Class 6 ? Other Priority Claims                 100%
   Class 7 ? Other Secured Claims                  100%

A copy of the Disclosure Statement is available for free at
http://is.gd/1w2NwM

The Court will convene a hearing on April 2, 2012, at 10:00 a.m.,
to consider the confirmation of the Debtors' Final Third Amended
Plan of Reorganization.  Objections, if any to confirmation of the
Plan, are due March 22, on or before 4:30 p.m. (prevailing Eastern
Time).

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHWEST PARTNERS: Files Plan; Disclosures Hearing April 26
------------------------------------------------------------
Northwest Partners has filed a proposed plan of reorganization
dated Feb. 15, 2012 and an explanatory disclosure statement.

The hearing to consider the adequacy of the information in the
Disclosure Statement is scheduled on April 26, 2012, at 2:00 p.m.

The Plan designates five classes of claims.  Those classes take
into account the differing nature and priority of the various
classified claims under the Bankruptcy Code.

Under the plan, the Debtor will continue to operate its business
of leasing its Property post-confirmation.  The income generated
will be used to fund the Plan.  The equity owners of the Debtor
will contribute funds as are necessary to implement the Plan.

The classification and treatment of claims under the Plan are:

   A. Administrative Expenses will be paid in full on or before
      the Effective Date.

   B. Class 1 (Secured Claim of Federal National Mortgage
      Association) will be treated as follows:

        Option I: Reinstatement - Except to the extent that Fannie
        Mae and the Debtor agree to a less favorable treatment to
        Fannie Mae, the Allowed Secured Claim of Fannie Mae will
        be reinstated and rendered unimpaired.

        Option II: Loan Restructure - The Fannie Mae Allowed
        Secured Claim will bear interest at the rate of .75% per
        annum from and after the Effective Date, or another rate
        as the Court will determine is appropriate at the
        Confirmation Hearing.  On or before the 15th day of each
        month, the Debtor will distribute to Fannie Mae the
        Monthly Net Income generated from the Debtor's business
        operations, up to a maximum amount equal to the normal
        amortized monthly payment based upon the Fannie Mae
        Interest Rate and a 30-year amortized mortgage term.

   C. Class 2 (Fannie Mae Deficiency Claim):  Based on the
      Debtor's projections, the Property will appreciate in
      value following the Confirmation Date.  Following each
      anniversary of the Effective Date, the Allowed Secured
      Claim of Fannie Mae will be adjusted to equal the
      Appreciated Value, and payments will continue to be made.
      Interest will accrue based on the Fannie Mae Interest Rate
      applied to the Appreciated Value, and the normalized
      monthly payment will be based upon the Fannie Mae Interest
      Rate, the Appreciated Value and a 30-year amortization.

   D. Class 3 (Washoe County HOME Consortium):  The amount of
      the Washoe County HOME Consortium Allowed Secured Claim
      will be the lesser of the value of the Property
      determined as of the Confirmation Date less the Class 1
      Allowed Secured Claim or the balance owed under the
      promissory note as of the Petition Date.  The balance
      owed on the Washoe HOME Allowed Secured Claim, together
      with any and all accrued interest, fees and costs due
      will be paid on or before July 1, 2049, or other date as
      the Debtor may propose at the Confirmation Hearing which
      is approved by the Court.

   E. Class 4 (Unsecured Claims):  Allowed Unsecured Claims
      will receive quarterly pro rata disbursements of $l0,000
      commencing on the first day of the month at least 90 days
      following the Effective Date, and continuing on the first
      day of each and every third month thereafter, until the
      claims are paid in full.

   F. Class 5 (Membership Interests):  The members will retain
      their membership interests in the Reorganized Debtor, but
      will receive no distribution until Classes 1 through 4 are
      paid in full.

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

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

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.


PAPILLON ISLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Papillon Island Trust
        23241 Bayshore Road
        Port Charlotte, FL 33980

Bankruptcy Case No.: 12-10580

Chapter 11 Petition Date: February 21, 2012

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

Judge: Peter J. Walsh

Debtor's Counsel: John D. McLaughlin, Jr., Esq.
                  CIARDI CIARDI & ASTIN
                  919 North Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  E-mail: jmclaughlin@ciardilaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Abe Al-Armusi, trustee.


PARMALAT SPA: 2nd Cir. Sends Securities Litigation to Illinois
--------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit vacated judgments
of the U.S. District Court for the Southern District of New York
in the Parmalat Securities Litigation, and remanded the cases to
the District Court with instructions to transfer them to the
Northern District of Illinois so that they can be remanded to
Illinois state court.

Parmalat Capital Finance Limited and Dr. Enrico Bondi have taken
an appeal from the judgments of the United States District Court
for the Southern District of New York (Kaplan, J.) dismissing
their claims against Grant Thornton International, Inc., Grant
Thornton International Ltd, and Grant Thornton LLP.

The cases arise out of the collapse of Parmalat Finanziaria,
S.p.A. in 2003.  Dr. Bondi represents Old Parmalat's Italian
bankruptcy estate as its Extraordinary Commissioner under Italian
law.  Parmalat's plan of reorganization, the Concordato, was
approved after the commencement of the lawsuits, and is proceeding
in Italy.  PCFL is a Grand Caymans-based corporate subsidiary of
Parmalat.  PCFL is in liquidation in the Cayman Islands.

In 2004, PCFL and Bondi commenced separate proceedings pursuant to
former 11 U.S.C. Sec. 304 in the Bankruptcy Court for the Southern
District of New York.  The proceedings permitted PCFL and Dr.
Bondi, as representatives of the foreign bankruptcy estates, to
commence bankruptcy cases in the United States in order to enjoin
litigation against PCFL and Parmalat in the United States courts.
The bankruptcy court entered a preliminary injunction shielding
Old Parmalat from American lawsuits.  Purchasers of Old Parmalat's
debt and equity securities had filed securities fraud class action
lawsuits in the United States against Old Parmalat and against
various banks and auditing firms that had allegedly participated
in the fraud, including Appellees Grant Thornton, who had been
auditors for Old Parmalat and PCFL.  After the issuance of the
preliminary injunction, the securities fraud plaintiffs dropped
Old Parmalat as a defendant.

In August 2004, Dr. Bondi filed suit in Illinois state court
against Grant Thornton, alleging claims arising under Illinois law
including professional malpractice, fraud, negligent
misrepresentation, and unlawful civil conspiracy.  Dr. Bondi filed
a similar suit in New Jersey state court against Citigroup.  In
September 2004, Grant Thornton removed the Illinois case to the
United States District Court for the Northern District of Illinois
on the basis of 28 U.S.C. Sections 1334(b) and 1452, arguing that
removal was proper because the case was "related to" Dr. Bondi's
Sec. 304 proceeding in the Southern District of New York.  Dr.
Bondi filed a motion to remand, arguing that the court was
required to abstain from hearing the case pursuant to 28 U.S.C.
Sec. 1334(c)(2).  The Judicial Panel on Multidistrict Litigation
transferred Dr. Bondi's action against Grant Thornton to Judge
Kaplan in the Southern District of New York.  On Feb. 25, 2005,
Judge Kaplan denied Dr. Bondi's motion to remand to state court.
The District Court found that it had jurisdiction pursuant to Sec.
1334(b) and that abstention was not mandatory.  The District Court
denied Dr. Bondi's motion for an interlocutory appeal pursuant to
28 U.S.C. Sec. 1252(b).

In December 2005, PCFL filed suit against Grant Thornton in the
same Illinois state court, alleging similar claims to those
asserted by Dr. Bondi.  PCFL also filed a complaint in North
Carolina state court against Bank of America alleging some similar
claims.  Grant Thornton removed the Illinois case to the United
States District Court for the Northern District of Illinois, again
arguing that removal was proper because the state law claims were
related to PCFL's Sec. 304 proceeding.  PCFL, like Dr. Bondi,
filed a motion to abstain and remand, arguing that abstention was
mandatory pursuant to 28 U.S.C. Sec. 1334(c)(2).  The Northern
District of Illinois denied PCFL's motion.  That court then
transferred the case to Judge Kaplan in the Southern District of
New York for consolidation with Bondi's case.  In a separate
proceeding, the North Carolina case against Bank of America was
also transferred to the Southern District of New York.

In October 2005, the Italian bankruptcy court approved the
Concordato. Under the Concordato, a newly formed entity, Parmalat,
S.p.A. -- New Parmalat -- assumed all of the legal liabilities, as
well as the assets, of its predecessor companies.  New Parmalat
acts as a claims administrator for creditors of Old Parmalat under
the Concordato.  In June 2007, the District Court denied Dr.
Bondi's motion to bar the securities fraud plaintiffs from
bringing direct claims against New Parmalat.  The District Court
also granted a motion to permit Grant Thornton to file third party
contribution claims against Parmalat in the securities class
action.  The securities class actions eventually settled.

Meanwhile, the Illinois and North Carolina actions continued in
the Southern District of New York.  Following discovery, the
District Court issued a detailed and thoughtful opinion granting
summary judgment to the defendants.  With regard to the North
Carolina action, the Second Circuit affirmed the District Court's
grant of summary judgment to Bank of America.

In a separate Opinion regarding the Illinois actions against Grant
Thornton, the Second Circuit vacated the decisions not to abstain
from deciding these cases pursuant to the mandatory abstention
provision in 28 U.S.C. Sec. 1334(c)(2).  The Second Circuit
remanded the Illinois cases to the District Court for a
determination of whether the cases could be "timely adjudicated"
in Illinois state court within the meaning of Sec. 1334(c)(2), in
accordance with the factors set forth in that Opinion.  On remand,
the District Court again concluded that mandatory abstention did
not apply.

PCFL and Dr. Bondi renewed their appeals to the Second Court
arguing for mandatory abstention.

The appellate case is In re Parmalat Sec. Litig., Nos. 09-4302-cv
(L), 09-4306-cv (con), 09-4373-cv (con) (2nd Cir.).  The appellate
panel is composed of Circuit Judges Jose A. Cabranes and Richard
C. Wesley and the Honorable John G. Koeltl, of the United States
District Court for the Southern District of New York, sitting by
designation.  A copy of the Second Circuit's Feb. 21, 2012 per
curiam decision is available at http://is.gd/sH7NGTfrom
Leagle.com.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PEAK BROADCASTING: Court Approves Reorganization Plan
-----------------------------------------------------
Peak Broadcasting, LLC on Feb. 23 disclosed that the company has
received approval from the U.S. Bankruptcy Court on its plan of
reorganization.

The prepackaged plan, which was approved by the requisite majority
of creditors, is the document that addresses how the company will
restructure its debt and satisfy creditor claims.  The plan
provides for continuing payment to Peak's employees, vendors and
other unsecured creditors.

The confirmation paves the way for the emergence of Peak
Broadcasting from Chapter 11 protection.  The company anticipates
emergence sometime in early March, just two months after the
initial filing of its petitions.

"I want to thank everyone involved with our organization for the
smooth transition through the debt restructuring," stated Todd
Lawley, Peak's Chief Executive Officer.  "We now have the right
capital structure on which to grow our business and support the
communities in which we operate.  We thank our employees,
customers and vendors whose support has never wavered."

                   About Peak Broadcasting, LLC

Peak Broadcasting, LLC provides market-leading audio programming,
focused advertiser solutions, and innovative traditional and
digital media technology.  The company is headquartered in Fresno,
California.  Peak operates five stations in the Fresno market and
six stations in the Boise, Idaho market.

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.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PEGASUS RURAL: Plan Provides Transfer of 700MHz Assets to NewCo
---------------------------------------------------------------
Pegasus Rural Broadband, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a Plan of
Reorganization dated Feb. 7, 2012.

The provisions of the Plan will constitute a good faith compromise
and settlement of all claims and interests and controversies
resolved pursuant to the Plan.

Under the Plan, the Debtors and sponsors (the non-Debtor parties
to the exit credit facility or an asset purchase agreement, if
any) will enter into the exit credit facility which will provide,
among other things, for the transfer of the 700 MHz Assets to
NewCo for cash consideration equal to the amount necessary to
satisfy 100% of each of the: (i) Prepetition Noteholder Claims,
(ii) DIP Facility Claims, (iii) Administrative Claims, (iv)
General Unsecured Claims; (v) Priority Claims; (vi) Intercompany
Claims; and (vii) Interests.

As reported in the Troubled Company Reporter on Feb. 10, 2012, in
addition to 10,000 customers in smaller markets in parts of Texas,
Oklahoma and Illinois, the company says the spectrum licenses are
worth $200 million to $400 million, based on "recent transactions"
in that frequency band.  The licenses were purchased in Federal
Communications Commission auctions in 2000 and 2001 for
$96 million.  The licenses cover geographic areas with a
population of 164 million.

Debt to be paid in the plan includes $52 million under a secured
credit agreement.

The plan wasn't accompanied by an explanatory disclosure
statement.

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

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.

In December 2011, the Debtors were authorized in December to
borrow an additional $500,000 from the parent, bringing the
financing package to $3 million.


PERFORMANT FIN'L: S&P Assigns Prelim. 'B+' Corp. Family Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating and stable outlook to debt collections
agency and recovery services provider Performant Financial Corp.

"We also assigned a preliminary 'B+' issue-level rating (at the
same level as the preliminary 'B+' corporate credit rating on the
company) and preliminary '3' recovery rating to subsidiary DCS
Business Services Inc.'s proposed $10 million revolving credit
facility, $40 million term loan A, and $70 million term loan B.
The preliminary '3' recovery indicates our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

"These ratings are preliminary and do not consider the risks
associated with the company's existing debt, which we understand
will be repaid with proceeds from the proposed refinancing. In
addition to refinancing approximately $103 million in existing
bank debt, the company has said it will partially repay preferred
stock," S&P said.

"The proposed new credit agreement also allows the company to
request a $75 million increase in its term loan B. Given the
company's targeted leverage of 3x and clearly stated intention to
issue this additional debt to fully repay its preferred stock and
fund a $20 million dividend to common shareholders, our corporate
credit rating and recovery analysis assume the company incurs the
additional $75 million of senior secured debt either in this
refinancing or at a later date," S&P said.

"The ratings on California-based Performant reflect what we
consider the company's 'vulnerable' business risk profile and
'significant' financial risk profile. Our business risk assessment
recognizes the long-standing relationships that the company has
with its student loan clients and relative predictability of its
revenue stream over the short-term horizon based on the deferred
payment model on rehabilitated loans. However, these attributes
are overshadowed by what we believe is a substantial ongoing
business risk: Performant has significant customer concentration,
with its top five customers comprising about 74% of its total
revenues," S&P said.

"The ratings incorporate our expectation that adjusted debt to
EBITDA will be in the high-2x area and funds from operations (FFO)
to debt will be around 20% by the end of 2012, and anticipate some
modest improvement in the company's financial profile beyond that
point. Our analysis for 2012 also incorporates revenue growth of
around 20% and EBITDA growth of at least 10% as Performant
continues to ramp up recovery volumes under its fairly new
Medicare recovery program, as well as achieving previously delayed
rehabilitation revenue growth in its Department of Education
contract. Despite the significant financial risk profile
assessment, the company's majority stockholder is private-equity
firm Parthenon Capital Partners; we therefore assume the company's
longer term financial policy will be aggressive," S&P said.

Performant provides collections and related services primarily on
student loans for government-backed agencies. Over 95% of annual
revenue is success based as a percent of collections made on
behalf of its clients, while the rest are incentive based.
Performant does not own or assume liability for any of the loans,
and only acts as an intermediary to work with borrowers on behalf
of its clients, thereby minimizing risk.


QUIGLEY CO: Has Until Aug. 24 to Settle Creditor Claims
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York
bankruptcy judge on Wednesday allowed Pfizer Inc. subsidiary
Quigley Co. to stay in Chapter 11 for up to six more months, as
the insulation maker continues trying to hammer out a deal with
asbestos claimants.

Law360 relates that the company, which at one point made asbestos-
laden insulation, has been closing in for some time on a
reorganization plan. It now has until Aug. 24 to settle the
creditor claims and work out a plan before its $65 million debtor-
in-possession financing agreement expires.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

Quigley has not exited bankruptcy protection more than seven years
after filing for bankruptcy.  In April 2012, the bankruptcy judge
approved a plan-support agreement with Pfizer and an ad hoc
committee representing 30,000 asbestors claimants.

Futher complicating matters is a May 20, 2012 opinion by District
Judge Richard Holwell concluding that Pfizer was directly liable
for some asbestos claims arising from products sold by its now
non-operating subsidiary Quigley.


QUINCY MEDICAL: 2 Officers Seek $603,000 in Severance Pay
---------------------------------------------------------
Jessica Bartlett at Crain's New York Business reports that Dr.
Apurv Gupta, the former senior vice president for Clinical
Affairs/Chief Medical Officer of Quincy Medical Center, and Victor
Munger, Senior Vice President of Human Resources, are seeking a
total of $603,000 in severance pay that they claim is a part of
their contract.

According to the report, the two senior executives were ousted
days after the Steward Health Care acquired the facility.  The
executives asserted that they were in good standing with the
hospital when the medical center filed for Chapter 11 bankruptcy
on July 1 of last year.

The report relates that Messrs. Gupta and Munger were both
terminated without cause effective Oct. 1, when all the assets of
Quincy Medical Center and its affiliates were acquired by Steward
Family Hospital, Inc.

The report notes that Mr. Munger is claiming $135,000 --
consisting of severance pay of $90,000, or six months salary, and
$45,000, representing the minimum three months salary he would
have received had Steward hired him, from the center.  On the
other hand, Mr. Gupta is claiming $468,000 from Quincy Medical
Center, which includes $312,000 or 12 months salary, and $156,000,
or 180 days salary -- because the hospital failed to give Mr.
Gupta the requisite 180 days notice -- a requirement of his
contract.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.

In November 2011, the Court approved the Chapter 11 liquidation
plan.  The Plan was later declared effective on Dec. 7, 2011.


RAMZ REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RAMZ Real Estate Co., LLC
        13 Huff Road
        Newburgh, NY 12550

Bankruptcy Case No.: 12-35381

Chapter 11 Petition Date: February 21, 2012

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $824,750

Scheduled Liabilities: $1,086,712

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-35381.pdf

The petition was signed by Ronan O'Neill, managing member.


RCR PLUMBING: Has Access to Cash Collateral Until Aug. 13
---------------------------------------------------------
RCR Plumbing and Mechanical, Inc., has obtained consensual order
authorizing its use of cash collateral on a final basis, or
through Aug. 31, 2012.

The Debtor to use cash collateral pursuant to the terms and
conditions set forth in the stipulation filed on Jan. 31, 2012.  A
copy of the stipulation is available for free at:

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

The Stipulation states that the Debtor, lender PNC Bank, National
Association, and the Official Committee of Unsecured Creditors
stipulate to the Debtor's final use of cash collateral in
connection with the Debtor's Oct. 12, 2011 emergency motion for
order (i) authorizing cash collateral use, and (ii) compelling
turnover of estate funds.  The Stipulation states that the Debtor
can use cash collateral solely to pay the expenses for the period
Feb. 7, 2012, through the expiration date Aug. 31, 2012 or the
date of default, to the extent actually incurred by the Debtor for
its business operations during the case, and not exceed the
amounts set forth in the budget by more than 10% in the aggregate.

The Debtor was required to provide the Lender and the Committee by
Feb. 3, 2012, with an amended budget for the period June 1, 2012,
through and including Aug. 31, 2012.  On Feb. 2, the Debtor filed
an amended budget, a copy of which is available for free at:

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

The Stipulation says that cash collateral, now or hereafter in
possession of the Debtor, will be deposited by the Debtor into the
reserve account -- a segregated blocked bank account established
with the Lender to be named the RCR - PNC Collateral Account --
and the Debtor's bank accounts established at Wells Fargo Bank,
and will be subject to the secured creditors' liens and the
postpetition lien.  For each month during the operative period,
beginning with February 2012, the amounts, if any, will be
transferred by the Debtor to the Reserve Account for the Lender's
benefit by no later than the 10th calendar day with respect to
each preceding month.  The Reserve Account will be funded up to
the amount of the outstanding irrevocable standby by letters of
credit issued by the Lender in favor of Ace American Insurance Co.
and Arch Insurance Co., respectively, which collectively total
approximately $4,828,000.

The Secured Creditors -- the Lender and the Robert C. Richey
Family Trust UAD 1/20/97 -- will have and are each granted,
effective as of the Petition Date, a replacement lien in all
prepetition and postpetition assets.  Postpetition Lien in favor
of each of Secured Creditors will be senior in priority to any and
all prepetition and postpetition claims, rights, liens and
interests, but subject only to any lien or security interest that
is valid, perfected and senior to the respective interests of the
Secured Creditors effective as of the Petition Date.  The
respective Postpetition Liens of the Secured Creditors will have
the same priority as the prepetition lien to which the
Postpetition Lien relates.

The Debtor will timely pay from the cash collateral all non-
default fees and charges related to any letter of credit issued by
the Lender and as provided for under the loan documents in the
approximate amount of $49,000 per quarter as the amounts become
due and payable.  The Lender retains any right to seek
reimbursement from the Debtor for any draws on letters of credit
issued by the Lender, and the Debtor and the Committee retain any
and all rights to oppose the same.

Upon the Expiration Date and resulting termination of the Debtor's
rights to use cash collateral, any and all liens, interests, and
claims in favor of the Lender and any and all assets that may be
encumbered by or subject to liens, interests, or claims, will be
subject to, subordinate, and junior to the claims and rights of
payment relating to fees and costs incurred by the Debtor's and
the Committee's retained professionals, (a) up to a cumulative
aggregate sum of $275,000 for any unpaid and allowed fees and
costs incurred by the Professionals during the Prior Interim
Period or the Operative Period through the Expiration Date, plus
(b) the amount of cash collateral budgeted but not paid for the
Professionals.

PNC Bank is represented by:

         J. Alexandra Rhim, Esq.
         Senior Counsel
         BUCHALTER NEMER
         Los Angeles, California
         Tel: (213) 891-5098
         Fax: (213) 630-5698
         E-mail arhim@buchalter.com

                        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.


RCR PLUMBING: Gets Extension of Deadline to Decide on Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended, at the behest of RCR Plumbing and Mechanical, Inc.,
the deadline for the Debtors to assume or reject unexpired leases
of two commercial real properties for 90 days.

As reported by the Troubled Company Reporter on Feb. 21, 2012,
Kyra E. Andrassy, Esq., counsel for the Debtor, told the Court
that the Debtor has five separate commercial real property leases,
although three of them are month to month leases.  The leases for
property in Fremont and Sacramento are longer term leases, and the
Debtor is not yet prepared to make decision about whether to
assume or reject these leases because it is still evaluating its
long-term prospects.

                         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.


RCR PLUMBING: Court Sets March 30 as Claims Bar Date
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established March 30, 2012 as the deadline for all creditors
to file a proof of claim or interest.  Any creditor that holds an
administrative expense claim must file an application for payment
of the claim by March 30.

                        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.


RCR PLUMBING: Has OK to Hire Oliva and Assoc. as Special Counsel
----------------------------------------------------------------
RCR Plumbing and Mechanical, Inc., obtained authority from the
U.S. Bankruptcy Court for the Central District of California to
employ Oliva and Associates, ALC, as its prepetition insurance
counsel to continue to advise the Debtor with respect to insurance
cover issues.

As reported by the Troubled Company Reporter on Feb. 2, 2012, the
Debtor proposed that the firm would assist with broader issues as
they relate to the insurance carriers, like contractual and
collateral requirements and claim handling responsibilities, as
necessary.  The firm would perform the required services at its
customary hourly rates which currently range from $110 to $400 per
hour, depending on the experience and expertise of the attorney or
paralegal performing the work and will be reimbursed its actual,
out-of-pocket expenses.

                         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.


RCR PLUMBING: Gets Nod to Hire KCC as Claims Agent
--------------------------------------------------
RCR Plumbing and Mechanical, Inc., obtained approval from the U.S.
Bankruptcy Court for the Central District of California to amend
the terms of retention of Kurtzman Carson Consultants, LLC.

As reported by the Troubled Company Reporter on Dec. 15, 2011, the
Debtor said that it was authorized to employ KCC to serve as
noticing agent and to provide consulting services.  The Debtor
then sought authorization to amend KCC's employment to include
serving as claims agent, or provide services including, but not
limited to, handling and processing claims and setting up the
claims register, however, KCC's additional duties will not include
any claims acknowledging services.  The Debtor will pay KCC's
invoice on a monthly basis, and in the event total fees and
expenses are expected to exceed $10,000 in any single month, KCC
may require advance payment from the Debtor due and payable upon
demand and prior to performance of services.  KCC will receive a
$5,000 retainer as security for payment obligations.

                         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.


REICHHOLD INDUSTRIES: Cut by Moody's to Caa3 After Missed Payment
-----------------------------------------------------------------
Moody's Investors Service lowered Reichhold Industries'
(Reichhold) Probability of Default (PDR) to Ca/LD from Caa1 and
downgraded the Corporate Family Rating (CFR) to Caa3 from Caa1.
These actions reflect the recently announced exchange offer for
notes due 2014, which Moody's deems to be a distressed exchange.
The Caa3 Corporate Family Rating reflects expectations for
continued weak operating performance. The /LD (limited default)
rating on the PDR will remain in place for three days. The rating
outlook is negative.

Ratings downgraded:

Reichhold Industries, Inc.

Probability to default rating -- Ca/LD from Caa1

Corporate Family Rating -- Caa3 from Caa1

$195 million senior unsecured notes due 2014 -- Ca (LGD5, 72%)
from Caa2 (LGD4, 64%)**

Outlook: Negative

** The rating on the unsecured notes will be withdrawn should all
of the existing notes be exchanged.

RATING RATIONALE

Moody's deems the move from paying cash interest on the notes to
paying interest in kind (PIK) to be a distressed exchange.
Additionally, a missed payment default may occur if the grace
period after the missed February 15, 2012, interest payment on the
notes is exceeded prior to the exchange taking place. The
downgrade in Reichhold's Caa3 CFR reflects the difficult industry
conditions with sales volumes well below 2008 levels and excess
capacity that leave the firm with limited options to improve its
free cash flow. Raw material inflation and limited pricing power
because of the loose supply -- demand balance has resulted in
Reichhold's margins remaining below levels achieved prior to the
downturn in the housing and construction markets in 2007-08.

The exchange offer will allow Reichhold to avoid cash interest
payments for two years, saving the firm $35.1 million in cash.
Moody's views this a positive for the firm's liquidity, as is the
extension of the notes' maturity for about two and one-half years.
However, after two years Reichhold will revert to paying cash
interest on the new notes balance, which will have increased by
almost $60 million because of paying interest in kind and increase
the annual cash interest burden from $17.5 million to about $23
million.

The principal methodology used in rating Reichhold Industries was
the Global Chemical Industry Methodology published in December
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.

Reichhold is a leading supplier of unsaturated polyester resins
for composites applications and of resins and other polymers for
coatings applications. Revenues for the LTM period ending
September 30, 2011, were approximately $1.2 billion.


RESPONSE GENETICS: Regains NASDAQ Compliance
--------------------------------------------
Response Genetics, Inc. was notified that it has regained
compliance with The NASDAQ Capital Market and its minimum market
value of listed securities requirement.  The Company regained
compliance with NASDAQ Marketplace Rule 5550(b)(2) and was
notified by NASDAQ that the delisting matter is now closed.

Response Genetics, Inc. -- http://responsegenetics.com/-- is
focused on the development and sale of molecular diagnostic tests
for cancer.  RGI's technologies enable extraction and analysis of
genetic information from genes derived from tumor samples stored
as formalin-fixed and paraffin-embedded specimens.  In addition to
diagnostic testing services, RGI also generates revenue from the
sales of its proprietary analytical pharmacogenomic testing
services of clinical trial specimens to the pharmaceutical
industry.  The Company's headquarters is located in Los Angeles,
California.


ROTHSTEIN ROSENFELDT: Fund Objects to $70MM Bank Settlement
-----------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that CBM Capital LLC on
Tuesday opposed a $70 million settlement between Gibraltar Private
Bank & Trust and bankruptcy trustees over Gibraltar's alleged
involvement in a $1.2 billion Ponzi scheme perpetrated by former
attorney Scott Rothstein.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RP EDGINGTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: RP Edgington Enterprises, Inc.
        aka FLOORCO
        87 S. William Dillard Drive
        Gilbert, AZ 85233

Bankruptcy Case No.: 12-03027

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.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 Reno P. Edgington, president.


SBA COMMS: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings of SBA
Communications Corp. on CreditWatch with negative implications,
including its 'B+' corporate credit rating, its 'BB' issue-level
rating on its subsidiary's secured credit facilities, and its 'B+'
issue-level rating on its unsecured notes.

"The ratings on Mobilitie Investments II LLC, including our 'B'
corporate credit rating, remain unchanged, and will be withdrawn
when this transaction is completed, since borrowings under their
credit facilities will be repaid at time of the close and
subsequently cancelled," S&P said.

"The CreditWatch listing reflects our expectations that SBA's
leverage will increase due to the proposed acquisition of the
Mobilitie assets, to around the low-9x area, including our
adjustments. This compares with SBA's current stand-alone leverage
of about 8.8x for the 12 months ended Sept. 30, 2011, for which we
did not expect material improvement," S&P said.

"The combination may also lead us to revise our 'strong' business
risk profile assessment on SBA (as defined in our criteria).
Mobilitie's tower cash flow margin is lower than that of many of
the other tower operators, since its towers are relatively new and
it has fewer carriers as tenants on each tower site. Moreover,
Mobilitie's business model has included revenue sharing with
anchor tenants as an incentive to spur additional tenants, which
in our view, limits future margin expansion compared with the peer
group," S&P said.

"We consider Mobilitie Investments II LLC (B/Stable/--), which is
the larger part of the Mobilitie assets to be acquired, to have a
'satisfactory' business risk profile (as defined in our criteria),
with significant customer concentration; T-Mobile USA represents
roughly 60% of its revenues," S&P said.

"While SBA has a $500 million financial commitment for the cash
portion of the transaction, we will evaluate its longer term
funding plans, as well as its financial policy, which we have
always considered very aggressive, in resolving the CreditWatch,"
S&P said.

"We expect the transaction to close in the second quarter of 2012.
We plan to resolve the CreditWatch within the next 90 days, once
we have gotten clarity on SBA's longer term financial policy,
including targeted leverage under our adjustments, and can assess
business prospects for the acquired towers. However, given the
favorable fundamentals of the tower leasing business, including
very predictable cash flows, if a downgrade were to occur, it
would likely be limited to one notch," S&P said.


SEARCHMEDIA HOLDINGS: Names Peter Tan as Chief Executive Officer
----------------------------------------------------------------
SearchMedia Holdings Limited has appointed Peter W.H. Tan, a
current member of the Company's Board of Directors, as its Chief
Executive Officer.

Additionally, the Company announced that it has entered into an
agreement for a new $3,000,000 Convertible Note with Frost Gamma
Investments Trust, an entity affiliated with Dr. Phillip Frost,
the Company's largest shareholder and several other investors,
including TGC Financial Partners Limited, and entity affiliated
with Mr. Tan, and CS Capital USA, LLC, an entity affiliated with
Chien Lee, an advisor to the Company.  Paul Conway, the Company's
former Chief Executive Officer, will be appointed to the Company's
Board of Directors in the near future and will serve as a
consultant to the Company.

The Note has a one year term and borrowings bear interest at a
rate of 10% per annum.  In addition, the Note is convertible into
the Company's common shares at $1.25 per share.  The Company
anticipates that proceeds from the Note will be utilized to fund
the repurchase of shares at an average price per share of $0.25
that was announced on Jan. 26, 2012, from the partial settlement
of the arbitration with predecessor shareholders.  Other proceeds
from the Note are anticipated to be utilized for new concessions,
acquisitions and general working capital purposes.

Robert Fried, Chairman of the Board of Directors of SearchMedia,
commented, "We are pleased that Peter has agreed to serve as our
Chief Executive Officer.  It is a great challenge for a U.S.
listed company operating in China to find someone of Peter's
talent and experience.  He is trustworthy, communicates
excellently, understands the needs of U.S. public investors as
well as the ground level business needs of a Chinese media
company.  He is passionate, bold and creative.  We consider this a
major step toward our goal of being the best run, most trusted
company in the China advertising space.

Peter has been very active in the China media industry in the last
decade and, through a major US fund which invested in more than 40
companies in China, was an early investor, board member or
observer in AirMedia (NASDAQ:AMCN), Bona Entertainment Group
(NASDAQ: BONA) Home Inns (NASDAQ: HMIN) and E-House (NYSE: EJ),
and previously served as an attorney with White & Case LLP and
Perkins Coie LLP.

We thank Paul for his service and look forward to him bringing his
investment banking expertise and knowledge of the Chinese media
and advertising markets, and M&A contacts, to the Company as a
consultant and future Board member."

Wilfred Chow, the Company's Chief Financial Officer comments, "We
are pleased by the additional capital commitment and support from
our investors, including new CEO, Peter Tan, which allows us to
further capture the attractive market opportunities within China's
media industry.  Dr. Frost and the members of the Frost Group have
been very supportive of the Company, including strategic,
operational and financial support and we intend to continue a very
close relationship with them.

We are pleased to have added Chien Lee as an advisor to the
Company in September 2011.  Chien is a Co-Founder of 7 Days Group
Holding Limited (NYSE: SVN), one of China  's leading economy
hotel chains.  In addition, Chien was Chairman of CS China
Acquisition Corp., which completed its initial business
combination in 2010 with Asia Gaming & Resorts, Ltd. to form Asia
Entertainment and Resources, Ltd. (NASDAQ: AERL) one of the
leading operators of VIP gaming rooms in Macau."

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SHAMROCK-SHAMROCK: Has Jeffrey Badgley for State Suit
-----------------------------------------------------
Shamrock-Shamrock Inc. asks the Bankruptcy Court for authorization
to retain Jeffrey Scott Badgley, Esq., as attorney to represent
the Debtor in certain State Court litigation proceedings.

The Debtor is in need of an attorney versed in legal malpractice
and litigation to represent the Debtor-in-Possession before State
Court relating to Claims against a former attorney for the Debtor
and his firm for alleged legal malpractice related to foreclosure
defense.  These claims would generate funds to be paid to
unsecured creditors in the Chapter 11 Plan of the Debtor.

There is currently pending before the Circuit Court, a claim by
the principal of the Debtor, Patrick Sullivan, for the same legal
malpractice as related to his personal damages.  As a result of
the property at issue being titled in the name of the Debtor, the
Debtor is expected to file suit and combine the damage claims as
one action.

Mr. Badgley will be compensated for the representation in the
state court litigation at his hourly rate of $250 per hour.

Mr. Badgley can be contacted at:

         Jeffrey Scott Badgley, Esq.
         827 Irma Avenue
         Orlando, Florida 32803
         Tel: (407) 781-0420

                   About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Debtor
tapped George Gingo, Esq., to represent the Debtor in certain
claims litigation proceedings; Stephen R. Ponder to represent the
Debtor in certain state court litigation proceedings, and Marshall
J. Gilmore, Esq., to represent in certain state court litigation
proceedings.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


SKINNY NUTRITIONAL: Signs Exclusive Pact with Cott Subsidiary
-------------------------------------------------------------
Skinny Nutritional Corp. entered into an exclusive agreement with
the Cliffstar subsidiary of the Cott Corporation.  Cott operates
soft drink, juice, water and other beverage bottling facilities in
the United States, Canada, the U.K. and Mexico.  Cott markets
beverage concentrates in over 50 countries around the world.

Independently, SkinnyWater is quickly expanding its popular
beverage line, which is now available in all 50 states, along with
the rapidly increasing demand among retailers for the products.
As a result of this agreement, Skinny Nutritional's line of Skinny
Water zero-calorie enhanced beverages will be exclusively
manufactured and distributed by Cott to selected new and existing
customers through its retail channels, providing increased
scalability for the Skinny Water brand.

This agreement spans beverage production, raw materials
procurement, research and development, freight management and
retail inventory management.  The agreement comes on the heels of
Skinny Nutritional Corp.'s addition of many new regional
distributors and new chain store authorizations in 2011.

"We are extremely excited to announce this strategic relationship
with Cliffstar," said Michael Salaman, CEO of Skinny Nutritional
Corporation.  "This agreement allows us to do business with some
of the largest retailers in the country and concentrate our
resources on marketing and sales.  We will be closely working with
Cliffstar to introduce and aggressively market Skinny Water
throughout the territory.  As demand continues to rise, our retail
channels are becoming increasingly aware that the concept of
'Skinny' works everywhere."

"We are excited to support Skinny Water in their continued
growth," said Mike Gibbons, President of Cott's U.S. business
unit.  "We think that 'Skinny  ' is an exciting brand and the
company's mission to provide healthy beverages is right in tune
with today's marketplace.  Cott is very careful when selecting new
beverages to take to market, so considering Skinny Water's
exceptional taste and zero-calorie characteristics it was an easy
decision, which we believe will resonate with health-conscious
consumers."

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million in 2010, compared
with a net loss of $7.30 million in 2009.  The Company also
reported a net loss of $5.86 million for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SNOKIST GROWERS: Wants to Use $75,000 for Repair and Maintenance
----------------------------------------------------------------
Snokist Growers asks the U.S. Bankruptcy Court for the Eastern
District of Washington to modify the third interim cash collateral
order entered on Jan. 30, 2012.

The Jan. 30, 2012 order authorized, on an interim basis, the
Debtor to use the cash collateral which Rabo Agrifinance, Inc. and
KeyBank, N.A., assert an interest.

Pre-bankruptcy, Rabo and KeyBank provided the Debtor with a
$27 million revolving line of credit.  Roughly $26.5 million of
the facility is currently outstanding.  The debt is secured by
substantially all of Snokist's operating assets, including raw
product, inventory, equipment and accounts receivable.

The Court also ordered that the status conference on the Debtor's
motion is scheduled for March 30, at 1:30 p.m. by telephone
conference call (Call In Number 509-353-3192).  The continued
final cash collateral hearing well as the continued hearing on
Community Bank's motion for adequate protection will be held in
Court on April 3, commencing at 10:00 a.m.

The Debtor relates that it has executed a memorandum of
understanding  with Truitt Brothers, Inc., on Jan. 24.  The MOU
generally outlines a transaction in which TBI will purchase
substantially all of the assets of Snokist for a price sufficient
to pay substantially all of Snokist's secured and unsecured
creditors in full.  The MOU contemplates a date for closing the
sale of March 15.

As a result of the March 15 deadline, and performing due
diligence, TBI believes that the employees must be retained
pending closing of the TBI transaction.  The Debtor relates that
its previous staffing plans contemplated that its would make
significant layoffs of personnel beginning Feb. 3.

In this relation, the Debtor relates that between Feb. 3 and
March 15, it would incur labor costs of approximately $75,000
related to the repair and maintenance operations.

The Debtor believes that the minimal repair and maintenance
operations being proposed will increase the chances that the TBI
transaction can be successfully consummated.

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.

The Committee is represented by Metiner G. Kimel, Esq., at
Kimel Law Offices.

Keybank is represented by Lane Powell PC.


SOUTHWEST HEALTH: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southwest Health Care Properties, LLC
        3391 Old Getwell Road
        Memphis, TN 38118

Bankruptcy Case No.: 12-21854

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: John L. Ryder, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.com

Scheduled Assets: $4,500,000

Scheduled Liabilities: $3,329,529

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb12-21854.pdf

The petition was signed by Steve Brookins, chief manager.


SRCR LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SRCR, LLC
        P.O. Box 2101
        Wilmington, NC 28402

Bankruptcy Case No.: 12-01339

Chapter 11 Petition Date: February 21, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: William P Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01339.pdf

The petition was signed by James Keith Stark, member/manager.

SWAMI SHREE: Can Use Cash Collateral Through March 16
-----------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a Stipulation and
Consent Order further extending an interim agreement between Swami
Shree LLC and its senior creditor, S4H Hospitality LLC, allowing
the Debtor to use cash collateral and granting adequate protection
through March 16, 2012.

First-Citizens Bank & Trust Company is the Debtor's junior
creditor.

On Aug. 12, 2011, the Court entered a Consent Order Approving
Interim Agreement for Use of Cash Collateral, Authorizing Debtor
to Use Cash Collateral, and Granting Adequate Protection.  The
Interim Order covered the period through Sept. 15, 2011.  The
Interim Order has been subsequently amended, the latest through
Feb. 15, 2012.

The Debtor said it has a continuing need to use Cash Collateral to
fund the operation of its business.

The Stipulation includes a budget stating the Debtor's cash
requirements for the period from February through March 2012.

The Stipulation requires the Debtor to continue to escrow $8,500
per month to be applied to the so-called PIP expenditure required
by its franchisor.

The Debtor will also pay the Senior Creditor $15,000 on or before
March 21, 2011, as additional adequate protection.

A copy of the Stipulation and Consent Order, signed Feb. 21, 2012,
is available at http://is.gd/Cdjfsyfrom Leagle.com.

                         About Swami Shree

Based in Media, Pennsylvania, Swami Shree, LLC, owns and operates
a La Quinta franchised hotel, containing 70 suites and amenities,
located at 304 Belle Hill Road, in Elkton, Maryland.  Swami Shree
filed a Chapter 11 petition (Bankr. D. Md. Case No. 11-25973) on
Aug. 4, 2011.  Curtis C. Coon, Esq., at Coon & Cole, LLC, serves
as the Debtor's bankruptcy counsel.  The Debtor scheduled $338,140
in assets and $4,861,772 in debts.  The petition was signed by
Vasudev Patel, managing member.

Attorney for senior lender SS4H Hospitality LLC is Alan M.
Grochal, Esq., at Tydings & Rosenberg LLP, in Baltimore, Maryland.

Attorney for junior lender First-Citizens Bank & Trust Company is
Peter J. Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in
Wilmington, Delaware.


TELECONNECT INC: Incurs $1.2 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission a Form 10-Q reporting a net loss of $1.23 million on
$19,385 of sales for the three months ended Dec. 31, 2011,
compared with net income of $505,100 on $11,971 of sales for the
same period a year ago.

The Company reported a net loss of $3.26 million on $112,722 of
sales for the year ended Sept. 30, 2011, compared with net income
of $1.97 million on $254,446 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $7.28 million
in total assets, $10.47 million in total liabilities, all current,
and a $3.19 million total stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency in addition to a
working capital deficiency.

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

                        http://is.gd/kbPtCB

                       About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.


TELLICO LANDING: Has Until Today to File New Plan Documents
-----------------------------------------------------------
The Bankruptcy Court authorized Tellico Landing, LLC, to file an
amendment to its Disclosure Statement in connection with its
Chapter 11 Plan until today.  The Debtor requested additional time
to amend the Disclosure Statement in order to address the issue
surrounding the amenities to be provided to lot owners at Rarity
Pointe and to address the status of the federal court litigation
involving Mike Ross.

As reported by the TCR on Feb. 9, 2012, the U.S. Trustee filed an
objection to the Disclosure Statement asserting, among other
things, that the Disclosure Statement should (a) disclose any
litigation in which the Debtor or any principal of the Debtor is a
party, its status, and its potential impact on the Plan of any
adverse ruling and (b) specifically state whether the creditors
retain acceleration and foreclosure remedies under their former
contracts in the event the Plan does not succeed.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TRIBUNE CO: Says SLCFC Actions Will Delay Plan Process
------------------------------------------------------
Deutsche Bank Trust Company Americas, Law Debenture Trust Company
of New York, and Wilmington Trust Company, are asking the U.S.
Bankruptcy Court for the District of Delaware to lift the stay of
prosecution of the state law constructive fraudulent conveyance
actions imposed pursuant to the Court's April 25, 2011 order.

On June 2 and 3, 2011, the Indenture Trustees commenced the SLCFC
Actions by filing complaints in three state courts -- New York,
Delaware and California -- and 20 federal district courts across
the country including Arizona, California, Colorado, Connecticut,
the District of Columbia, Florida, Illinois, Indiana,
Massachusetts, Maryland, Minnesota, North Carolina, New Jersey,
Ohio, Pennsylvania, Texas, Virginia, Vermont, Washington and
Wisconsin.  In accordance with the April 25 Order, the Indenture
Trustees sought to stay the SLCFC Actions pending further order
lifting the stays, and successfully obtained such stays in nearly
all of the SLCFC Actions.  They subsequently filed additional
SLCFC Actions in Colorado, Texas and New York district courts.

By this motion, the Indenture Trustees ask the Bankruptcy Court
to lift the stay of the SLCFC Actions directed by the April 25
Order, so that the SLCFC Actions transferred to the New York
District Court, and the California Action, can proceed on a
schedule and in a manner to be determined by the courts presiding

Aurelius Capital Management, LP, on behalf of its managed
entities, joins in the Indenture Trustees' motion to lift the
U.S. Bankruptcy Court for the District of Delaware's stay of
prosecution of the state law constructive fraudulent conveyance
actions.

The request, however, drew objections from the Debtors; JPMorgan
Chase Bank, N.A.; the Official Committee of Unsecured Creditors;
Morgan Stanley & Co. LLC; The Times Mirror Company retirees;
Artis Capital Management, the president and fellows of Harvard
College, and Marcia Tingley; the Henry Francis Dupont Winterthur
Museum, Inc.; and defendants to the SLCFC Actions composed of
directors and officers of the Debtors and Merrill Lynch Capital
Corporation.

The Debtors, joined by JPMorgan, complain that lifting the stay
of the SLCFC Claims before the Bankruptcy Court issues its next
confirmation decision can only distract the Debtors' efforts
towards confirmation of the Chapter 11 Plan and impede their
prompt emergence from bankruptcy.

The Creditors' Committee and the rest of the parties who raised
objections to the Lift Stay Motion assert that the stay of the
state law actions should be coordinated with the stay of the
FitzSimons Actions so that litigants in the actions would not be
unduly burdened.  Allowing the state law actions and the
FitzSimons Actions to proceed in an uncoordinated manner
increases the risk and costs to defendants without providing any
measurable benefit to any other parties-in-interest, Morgan
Stanley asserts.

Merrill Lynch Capital Corporation; Merrill Lynch, Pierce, Fenner
& Smith Incorporated and certain of their affiliates ask that if
the Court grants the Indenture Trustee's Motion, the order should
clarify that it will not (i) prejudice or impair any claims or
defenses of any defendant with respect to a Creditor SLCFC Claim,
and (ii) make no finding and issues no ruling determining the
standing of the Original Plaintiff Group to assert the Creditor
SLCFC Claims or whether those claims are preempted or otherwise
affected by Section 546(e) of the Bankruptcy Code.

The Henry Francis Dupont Museum proposes that the Court should
broaden the stay to allow parties involved in the constructive
fraudulent conveyance litigation to seek discovery from the
Debtors and bring claims against the Debtors' officers and
advisers.

                  Indenture Trustees Talk Back

Counsel to Deutsche Bank Trust Company Americas, Katharine L.
Mayer, Esq., at McCarter & English LLP, in Wilmington, Delaware,
argues that the Debtors and other parties' concern that Judge
Holwell's management of the MDL cases somehow will conflict with
the ongoing Chapter 11 cases are misguided.

While a confirmation hearing is scheduled for May, it will not
involve litigation of standing, Section 546(e), or other
preliminary issues that may arise in the MDL Proceedings, Ms.
Mayer points out.  Even if the MDL Court was to embark
immediately on the myriad preliminary tasks necessary to the
orderly management of the consolidated cases, the chances that
substantial MDL litigation would occur before the May
confirmation hearing are very small, she asserts.  "The only
chance for Tribune's non-LBO creditors to be made whole lies in a
successful prosecution of these claims, and these actions should
now get underway," she tells Judge Carey.

The parties' other concern that scheduling for the FitzSimons
Action will be out of sync with the SLCFC Actions and other cases
transferred to the MDL if the stay is lifted is similarly
unfounded, Ms. Mayer avers.  She asserts that the stay currently
in place in the MDL will apply equally to the FitzSimons Action
as soon as it is transferred, and Judge Holwell thereafter will
determine an appropriate schedule on which the coordinated
matters will move forward.

In contrast, the Bankruptcy Court's original justifications for
the stay of the SLCFC Actions no longer exist, Ms. Mayer argues.
She recalls that the stay of the SLCFC Actions was intended only
to ensure that the parties-in-interest to the then-pending
confirmation litigation -- including former Tribune shareholders
the Robert R. McCormick Tribune Foundation and the Cantigny
Foundation -- would have a full and fair opportunity to present
objections to the competing plans based on arguments that Section
546(e), and theories of federal preemption and standing,
precluded Tribune creditors from pursuing the SLCFC Actions.  Now
that the Bankruptcy Court has ruled that these issues should be
determined by the courts presiding over the SLCFC Actions, she
points out.

Ms. Mayer notes that the SLCFC Actions originally filed in, or
removed to, federal courts all have been transferred to the MDL
Court for coordinated or consolidated pretrial proceedings before
Judge Holwell.  In this light, the TM Retirees can not expect the
Bankruptcy Court to hold nearly 50 actions in abeyance simply
because they are now unprepared or unwilling to prosecute their
own actions, and -- in any event -- should not expect the
Bankruptcy Court to continue to dictate the schedule of their
SLCFC Actions after they purposefully sought to have their cases
consolidated before Judge Holwell in the MDL, she adds.

In response to the Indenture Trustees' reply, the McCormick
Entities object to the Indenture Trustees' assertion that their
not objecting to the Lift Stay Motion has signaled their tacit
agreement with the Indenture Trustees' position.  Counsel to the
McCormick Entities, Richard W. Riley, Esq., at Duane Morris LLP,
in Wilmington, Delaware -- rwriley@duanemorris.com -- clarifies
that his clients' silence should not be construed as an
endorsement of either side's position, and that the McCormick
Entities need not file a joinder or objection to every motion
that before the Bankruptcy Court.

Morgan Stanley is represented by:

        David M. Powlen, Esq.
        E. Rebecca Workman, Esq.
        BARNES & THORNBURG LLP
        1000 North West Street, Suite 1200
        Wilmington, DE 19801
        Telephone:             302-888-4536
        E-mail: david.powlen@btlaw.com
                rebecca.workman@btlaw.com

           -- and --

        Jonathan D. Polkes, Esq.
        Michael F. Walsh, Esq.
        Richard Slack, Esq.
        WEIL, GOTSHAL & MANGES LLP
        767 Fifth Avenue
        New York, NY 10153
        Tel:             (212) 310-8000
        E-mail: jonathan.polkes@weil.com
                michael.walsh@weil.com
                richard.slack@weil.com

Merrill Lynch is represented by:

        Laurie Selber Silverstein, Esq.
        R. Stephen McNeill, Esq.
        POTTER ANDERSON & CORROON LLP
        1313 N. Market Street, 6th Floor
        Wilmington, DE 19899
        Tel:             (302) 984-6000
        E-mail: lsilverstein@potteranderson.com
                rmcneill@potteranderson.com

           -- and --

        Madlyn Gleich Primoff, Esq.
        Jane W. Parver, Esq.
        KAYE SCHOLER LLP
        425 Park Avenue
        New York, NY 10022
        Tel: (212) 836-800
        E-mail: mprimoff@kayescholer.com
                jparver@kayescholer.com

Henny Francis Winterthur is represented by:

        Joseph Grey, Esq.
        CROSS & SIMON, LLC
        913 North Market Street, 11th Floor
        P.O. Box 1380
        Wilmington, DE 19899-1380
        Tel:             (302) 777-4200
        Fax: (302) 777-4224
        E-mail: jgrey@crosslaw.com

Crane Keeney is represented by:

        Kathleen M. Miller, Esq.
        SMITH, KATZENSTEIN & JENKINS LLP
        The Corporate Plaza
        800 Delaware Avenue, Suite 1000
        Wilmington, DE 19899-0410
        Tel:             (302) 652-8400
        Fax: (302) 652-8405
        E-mail: kmiller@skjlaw.com

           -- and --

        Richard A. Saldinger, Esq.
        Allen J. Guon, Esq.
        Kimberly Bacher, Esq.
        SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOWBIN LLC
        321 N. Clark St., Suite 800
        Chicago, IL 60610
        Tel:             (312) 276-1325
        Fax: (312) 275-0566
        E-mail: rsaldinger@shawgussis.com
                aguon@shawgussis.com
                kbacher@shawgussis.com

Charles Baugh, et al., are represented by:

        Daniel K. Hogan, Esq.
        THE HOGAN FIRM
        1311 Delaware Avenue
        Wilmington, DE 19806
        Tel:             (302) 656-7540
        Fax: (302) 656-7599
        E-mail: dkhogan@dkhogan.com

           -- and --

        Frances Gecker, Esq.
        Reed Heiligman, Esq.
        FRANK/GECKER LLP
        325 North LaSalle Street, Suite 625
        Chicago, Illinois 60654
        Tel:             (312) 276-1400
        Fax: (312) 276-0035
        E-mail: fgecker@fgllp.com
                rheiligman@fgllp.com

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TRIBUNE CO: $30-Mil. Letter of Credit Extended to April 2013
------------------------------------------------------------
Tribune Co. and its affiliates sought and obtained permission from
the Court to enter into an amendment no. 5 to the $30,000,000
Letter of Credit Agreement with Barclays Bank PLC.  The request
was unopposed.

The Debtors' current letter of credit facility pursuant to the
Amended Letter of Credit Agreement, as amended and authorized
pursuant to the Fourth Financing Order, terminates on April 20,
2012.  The Amended Letter of Credit Agreement provides a letter
of credit facility in an amount up to $30 million.

Bryan Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois,
noted that the Debtors have letters of credit issued on their
behalf by Barclays as Agent under the Amended Letter of Credit
Agreement and need to ensure continued access to the Letter of
Credit Facility to adequately support their insurance programs
and business operations.

Accordingly, the parties entered into Amendment No. 5 to the
Letter of Credit Agreement, which will, among other things,
extend the Termination Date to the earliest to occur of
(a) April 10, 2013, (b) the effective date of a plan of
reorganization under the Chapter 11 cases, or (c) other date on
which the Commitments terminate pursuant to Section 9 of the
Amended Letter of Credit Agreement.

The Debtors' access to the Letter of Credit Facility will ensure
that the "going concern" value of the assets are preserved and
substantially greater than the value of the assets if the funding
was denied, Mr. Krakauer told the Court.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TRIBUNE CO: Asks for Court Nod of Local TV License Agreement
------------------------------------------------------------
Debtor Tribune Broadcasting Company sought and obtained
permission from the Court to enter into a license agreement with
Local TV, LLC.

Tribune Broadcasting is an indirect subsidiary of Tribune Co. and
is the parent company of each of the entities that comprise the
Broadcasting segment of Tribune Co.  Local TV owns 18 television
stations in the United States.

Tribune Broadcasting (or its subsidiaries or parent) is party to
several agreements with Local TV or its affiliates that benefit
Tribune Broadcasting's operations.  Pursuant to local marketing
agreements or LMAs, Local TV provides programming and related
operational and programming services to two television stations
that are owned by the Debtors: (i) KWGN-TV in Denver, Colorado;
and (ii) KPLR-TV in St. Louis, Missouri.  The LMAs enable the
KWGN and KPLR stations to integrate operating facilities,
production of local news, and certain programming functions.

Moreover, a management services agreement among the companies,
Tribune and certain of its subsidiaries, including Tribune
Broadcasting, provides certain management services to Local TV's
television stations, including systems development.  Tribune
Broadcasting has developed certain broadcasting systems and
software as described in the License Agreement.  In general, the
System is used or is intended to be used in the day-to-day
operations of broadcast stations operated by Tribune
Broadcasting.

Local TV reimbursed Tribune Broadcasting for approximately half
of the development costs associated with the System and seeks to
utilize the System in the operation of certain of its broadcast
stations.  Because of Local TV's reimbursement of development
costs associated with the System, Tribune Broadcasting and Local
TV have engaged in negotiations regarding granting Local TV a
license to the System and associated intellectual property rights
in the System.

Accordingly, Tribune Broadcasting and Local TV entered into the
License Agreement, which salient terms include:

  (a) Tribune Broadcasting grants to Local TV and its affiliates
      a non-exclusive license to the System and to the System IP
      Rights;

  (b) exercise of the Licensed Rights by Local TV and its
      affiliates is restricted, and neither Local TV nor its
      affiliates have the right to transfer or assign the System
      or the licensed System IP Rights to any third party,
      except in connection with an enumerated list of
      transactions;

  (c) Tribune Broadcasting is the sole and exclusive owner of
      the System and System IP Rights;

  (d) Tribune Broadcasting, in its discretion, has the sole and
      exclusive right to commercialize the System and System IP
      Rights to third parties; and

  (e) the License Agreement is conditioned on Court approval.

The parties have also agreed to certain other commercial terms,
covenants, indemnification provisions, termination procedures,
disclaimers, and confidentiality provisions.

Tribune Broadcasting obtained Court authorization to enter into
the License Agreement, to the extent it represents a compromise
of estate claims related to the System and the System IP Rights.

Tribune Broadcasting also won Court permission to file under seal
the License Agreement to protect information that is deemed
confidential.

The License Agreement provides appropriate clarity allowing
Tribune Broadcasting to continue to invest in and innovate with
respect to the System and System IP Rights to the financial
benefit of Tribune Broadcasting, Norman L. Pernick, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, told the Court.

The Court granted the Debtors' request after a certification of
no objection was filed.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


VENOCO INC: S&P Keeps 'B' Corporate Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Venoco Inc.'s unsecured debt to '5' from '4'. "The '5' recovery
rating reflects our expectation for a modest (10% to 30%) recovery
for creditors in the event of a payment default. As a result, we
have lowered our rating on Venoco's two senior unsecured debt
issues ($150 million 11.50% senior unsecured notes due 2017 and
$500 million 8.875% senior unsecured notes due 2019) to 'B-' from
'B'. Our 'B' corporate credit rating on the company remains
unchanged and on CreditWatch with negative implications, where we
placed it on Jan. 18, 2012," S&P said.

"The issue-level rating revision reflects Venoco's recently
revised, higher, borrowing base redetermination and an updated PV-
10 valuation based on year-end 2011 proven reserves using Standard
& Poor's recovery methodology and stressed price deck
assumptions," S&P said.

Ratings List

Venoco Inc.
Corporate Credit Rating             B/Watch Negative

Rating Lowered, Remain on Watch; Recovery Rating Revised

                                     To                   From
Venoco Inc.
Senior Unsecured                    B-/Watch Negative    B/Watch
Negative
  Recovery Rating                    5                    4


WASHINGTON MUTUAL: Former Execs Balk at Plan for D&O Claims
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a number of former
Washington Mutual Inc. executives objected Wednesday to the bank's
refusal to set aside cash reserves to cover their existing and
potential indemnification claims.

According to Law360, former WaMu CEO Kerry K. Killinger, Chief
Financial Officer Thomas Casey, President Stephen Rotella and a
host of others filed motions opposing the debtors' request to
estimate their potential director and officer indemnification
claims at zero dollars.  The Delaware bankruptcy court will hold a
hearing on the estimation debate Friday, says Law360.

                      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.

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 has filed a Seventh Amended Plan but is yet to obtain
approval of that plan.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WAVE2WAVE COMMUNICATIONS: Meeting to Form Committee on Feb. 29
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold can organizational meeting on Feb. 29, 2012, at 10:00 a.m. in
the bankruptcy case of Wave2Wave Communications, Inc.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   Wilmington DE 19801

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

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

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

                          About Wave2Wave

Wave2Wave Communications, Inc. -- http://www.wave2wave.com/--
provides communication services to small to mid-sized businesses
in the northeast and midwest United States.  It offers integrated
products that include wired and wireless broadband Internet access
services, voice over Internet protocol, data, email hosting,
point-to point connections, managed network services, collocation,
virtual private networks, and Web hosting.

Wave2Wave Communications filed a Chapter 11 petition (Bankr. D.
N.J. Case No. 12-13896) on Feb. 17, 2012, in Newark, New Jersey.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, serves as counsel to the Debtor.

The Debtor estimated up to $100 million in assets and liabilities.
Affiliates RNK, Inc. and RNK VA, LLC, sought Chapter 11 protection
(Case No. 12-13899 and 12-13900) on the same day.


WILSON INTERNATIONAL: Files for Chapter 11 in Delaware
------------------------------------------------------
Camden, New Jersey-based Wilson International Partners, LLC, and
an affiliate filed bare-bones Chapter 11 petitions (Bankr. D. Del.
Case Nos. 12-10578 and 12-10579) in Delaware on Feb. 21, 2012.

Wilson International Partners estimated up to $10 million in
assets and liabilities.  Affiliate Wilson Development Associates,
LLC, which claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 01(51B), estimated assets and debts of up to
$50 million.


WILSON INTERNATIONAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Wilson International Partners, LLC
        130 N. Broadway
        Camden, NJ 08102

Bankruptcy Case No.: 12-10578

Chapter 11 Petition Date: February 21, 2012

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

Judge: Christopher S. Sontchi

Debtor's Counsel: John D. Wallen, Esq.
                  O'KELLY ERNST BIELLI & WALLEN, LLC
                  1000 N. West Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 295-4933
                  Fax: (302) 295-4801
                  E-mail: jwallen@oebwlegal.com

                         - and ?

                  Thomas D. Bielli, Esq.
                  O'KELLY ERNST BIELLI & WHALEN, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oebwlegal.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 Daniela A. Curbelo, authorized
signatory.

Affiliate that simultaneously filed Chapter 11 petition:

  Debtor                                    Case No.
  ------                                    --------
Wilson Development Associates, LLC          12-10579
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million


WYNN RESORTS: Fitch Affirms 'BB' Amid Suit vs. Board Member
-----------------------------------------------------------
Fitch Ratings affirms the Issuer Default Ratings (IDRs) of Wynn
Resorts, Ltd (Wynn Resorts or the parent) and its subsidiaries
(collectively, Wynn or the company) at 'BB'.  The Rating Outlook
has been revised to Stable from Positive.

Subsidiaries include Wynn Las Vegas, LLC (Wynn LV LLC) and Wynn
Resorts (Macau), SA (Wynn Macau SA).  Fitch currently equalizes
the IDRs of all three entities.  All security specific ratings
have also been affirmed.

Dispute with Principal Shareholder

On Saturday, Feb. 19, 2011, Wynn announced that its internal
Compliance Committee found its largest shareholder 'unsuitable'
under the company's articles of incorporation.

The Compliance Committee decision follows a year-long
investigation, which concluded with an independent report of
potential violations of the U.S. Foreign Corrupt Practices Act
(FCPA) involving Aruze USA, Inc. (Aruze USA), its parent company
Universal Entertainment Corporation (Universal), and its principal
shareholder, Kazuo Okada.

Mr. Okada indirectly owns roughly 20% of Wynn's shares through
Aruze USA, and he was pursuing a gaming development in the
Philippines.  The Compliance Committee had concerns regarding
Okada's dealings with Philippine regulators.

The company's board of directors reviewed an independent
investigation report on Feb. 18, 2011 and unilaterally redeemed
the 24 million Wynn Resorts shares that are held by Aruze USA.
The value of 24 million publicly-traded shares based on Friday's
market prices was roughly $2.7 billion.

However, those shares are subject to a stockholders agreement with
Chairman and CEO Steve Wynn, in which all parties subject to the
agreement must provide written consent in order to sell shares,
albeit with some carveouts.  Additionally, all parties agree to
vote their shares for a slate of directors, a majority of which
are designated by Mr. Wynn.

As a result of these and other restrictions, an independent
financial advisor (Moelis & Co.) determined a 30% discount to the
current trading price was appropriate.

Pursuant to stipulations in the company's articles of
incorporation, Wynn Resorts redeemed the shares by issuing a 10-
year, $1.9 billion promissory note, which carries a 2% interest
rate.  The promissory note is unsecured and at the parent level,
so it is structurally subordinate to existing secured debt at the
Las Vegas and Macau subsidiaries.

The transaction did not trigger any Change of Control (CoC)
occurrences under the company's Wynn LV LLC or Wynn Macau SA
credit agreements.  An amendment to the Wynn Macau SA credit
agreement in August 2011 revised certain definitions that could
have potentially triggered a CoC occurrence.

Heightened Governance Concerns

Fitch expects additional litigation to occur, so there is risk
related to the uncertainty of the ultimate outcome and potential
financial impact.  Universal has already issued a statement noting
that it intends to pursue legal action.

The major risk is that investigations surrounding the dispute
reveal unsuitable conduct with respect to Wynn, thereby
jeopardizing its existing gaming licenses, or its potential
attractiveness as a bidder in new gaming market opportunities.

On Feb. 8, the SEC notified the company that it was launching an
informal investigation with respect to a $135 million donation
made to the University of Macau.  The investigation was prompted
by litigation from Mr. Okada, as he was attempting to access
financial records surrounding the donation.

Fitch believes it's possible both Nevada and Macau regulators
could pursue investigations regarding the dispute. Currently,
Fitch is not aware of any evidence that would suggest regulators
would uncover any unsuitable behavior on the part of Wynn, or any
potential concerns related to the FCPA.

The Outlook revision to Stable from Positive indicates limited
near-term upward rating momentum.  Wynn has sufficient financial
flexibility at the 'BB' IDR to withstand some additional financial
impact related to the dispute.

Still, litigation and investigations surrounding the dispute are
likely to be ongoing for some time, which increases Fitch's
concern about the potential for adverse tail-risk outcomes.

Financial Impact is Manageable

Wynn's financial profile is strong relative to its 'BB' IDR, so
the financial impact is manageable, based on the terms of the
announced transaction.

As of Dec. 31, 2011, the company had total debt of $3.2 billion,
including $2.6 billion at Wynn LV LLC, $628 million at Wynn Macau
SA and no debt at the parent level.  All of the pre-existing debt
is secured.

Adjusted for the Macau minority interest, Fitch calculates
consolidated gross leverage and coverage of 2.4 times (x) and
5.9x, respectively, as of Dec. 31, 2011.  At the subsidiary level,
Fitch calculates gross leverage of 0.6x at Wynn Macau SA and 6.2x
at Wynn LV LLC as of Dec. 31, 2011, respectively.

The incremental parent level promissory note of $1.9 billion
increases consolidated leverage to 3.8x on a pro forma LTM basis,
which remains adequate for the 'BB' IDR, given its business risks.

The $38 million of annual interest expense at the parent level can
be easily covered by management fees from its Macau subsidiary,
which are currently north of $100 million annually.  Management
fees from the Las Vegas subsidiary are currently being accrued,
rather than paid in cash because leverage at that subsidiary is
greater than 3.5x.

Wynn maintains a strong liquidity profile. The company's sizable
cash balance and robust free cash flow profile in Macau provides
significant financial flexibility to fund the Cotai development,
return cash to shareholders, and maintain solid credit protection
measures.

As of Dec. 31, 2011, the company had $1.3 billion of cash, or
approximately $1.05 billion after adjusting for Fitch's estimate
of roughly $250 million in cage/operational cash.

Wynn's debt maturities are manageable with roughly $200 million
annually in 2012-2014 primarily from term loan amortizations.  The
only significant piece of debt maturing in the near term is the $1
billion Macau revolver in June 2012, which Fitch believes will be
addressed soon, possibly in connection with progress on Cotai
development approvals.

Reduced Financial Flexibility

The additional debt and uncertain outcome of this dispute has
reduced near- to medium-term financial flexibility, resulting in
the Outlook revision to Stable from Positive.

Still, the company maintains adequate flexibility with respect to
future near- to medium-term capital allocation decisions,
including its annual special dividends and funding of the Cotai
development project.

Longer-term capital allocation decisions could include potential
large-scale new market development projects, such as
Massachusetts, Japan, Florida, etc.

The company has historically managed its balance sheet prudently
by maintaining discretion with its practice of annual special
dividends, and raising a significant amount of equity capital
since its initial IPO in 2002.

Still, Fitch's base case scenarios reflect a credit profile that
is reflective of a 'BB' IDR over the next 12-24 months, given the
company's business risks.

Fitch has affirmed Wynn's ratings as follows:

Wynn Resorts, Ltd. (Wynn Resorts)

  -- IDR at 'BB'.

Wynn Las Vegas, LLC (Wynn LV LLC)

  -- IDR at 'BB';
  -- Senior secured bank credit facility at 'BB+';
  -- Senior secured first mortgage notes (FMNs) at 'BB+'.

Wynn Resorts (Macau), SA (Wynn Macau SA)

  -- IDR at 'BB';
  -- Senior secured bank credit facility at 'BBB-'.


WYNN RESORTS: S&P Affirms 'BB+' on Reduced Flexibility
------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Wynn Resorts Ltd. to stable from positive. "We
affirmed our 'BB+' corporate credit rating on the company, along
with all related issue ratings on the company's debt," S&P said.

"The revision of our rating outlook to stable from positive
reflects our view that the $1.9 billion promissory note issued to
fund the common share redemption reduces the likelihood that Wynn
will have the flexibility to maintain a financial risk profile
supportive of a higher rating over the intermediate term," said
Standard & Poor's credit analyst Ben Bubeck. "This assessment
incorporates our performance expectations and assumptions
regarding future development spending and shareholder
distributions. In addition, the outlook revision reflects the
likelihood of further litigation and potential governance
disruption related to this issue, as well as the risk that the
valuation of the redeemed shares will be contested, resulting in a
potentially higher payout."

"The affirmation of our 'BB+' corporate credit rating reflects our
expectation that Wynn will maintain credit measures comfortably in
line with the rating, including leverage generally at or below 4x,
and maintain some flexibility to pursue development opportunities
beyond Cotai over the longer term. Our affirmation also assumes
that this issue will not affect Wynn's gaming license in Nevada or
its concession in Macau," S&P said.

"Our 'BB+' corporate credit rating on Wynn reflects our assessment
of the company's business risk profile as 'satisfactory' and its
financial risk profile as 'significant," according to our rating
criteria. "Our view of Wynn's business risk reflects the company's
leading presence in two of the largest global gaming markets, its
high-quality assets and well-known brand, and an experienced
management team. These business strengths are somewhat offset by
the gaming industry's vulnerability to economic cycles given its
discretionary nature. The high levels of competition in the Las
Vegas and Macau gaming markets, and management's relatively
aggressive expansion strategy, which includes substantial expected
debt-financed development spending in Cotai over the next several
years, are also mitigating business risk factors."

"Our assessment of Wynn's financial risk takes into account the
company's large debt burden and track record of returning
substantial capital to shareholders. Still, notwithstanding these
factors, we expect Wynn's strong liquidity position to allow the
company to pursue and finance developments in a manner that
preserves credit quality in line with the current rating. Pro
forma for the issuance of the $1.9 billion promissory notes,
Wynn's operating lease-adjusted leverage was approximately 3.3x
and EBITDA coverage of interest was nearly 6.0x as of Dec. 31,
2011," S&P said.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds
with no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a
partnership between the fund managers and the investors."  The
authors then expand upon this definition by explaining what sorts
of investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is
low, contrary to common perception.  Investors who have the
necessary capital to invest in a hedge fund or readers who aspire
to join that select club will want to absorb the research,
information, analyses, commentary, and guidance of this unique
book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.


                           *********

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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