TCR_Public/100916.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 16, 2010, Vol. 14, No. 257

                            Headlines

ABITIBIBOWATER INC: Fee Auditor OKs Paul Weiss' $2.5MM Fees
ABITIBIBOWATER INC: Wins Court Nod to Sell Quebec Property
ABITIBIBOWATER INC: ACI Had $188.9 Mil. Cash at May 30
ABITIBIBOWATER INC: Moody's Assigns 'B1' Rating on $750 Mil. Notes
ALERE INC: Moody's Affirms Corporate Family Rating at 'B1'

ALL YOU: U.S. Trustee Unable to Form Creditors Committee
ALLIANT TECHSYSTEMS: Moody's Gives 'B1' to New $300MM Sub. Notes
ALPHABET MERGER: Moody's Assigns 'B3' Rating on $650 Mil. Notes
AMH HOLDINGS: Moody's Reviews 'B3' Corporate for Downgrade
ANTIOCH CO: Bankr. Court Won't Stall Creditor Trust's Lawsuit

ASSOCIATED MATERIALS: To Sell to Hellman & Friedman for $1.3-Bil.
BALZOUT INC: Case Summary & 20 Largest Unsecured Creditors
BE AEROSPACE: Moody's Affirms Ba2 Corporate Family Rating
BERNARD MADOFF: Trustee, Lawyers Receive $34.6-Mil. Award
BILLY MARTIN: Case Summary & 20 Largest Unsecured Creditors

BIOLASE TECHNOLOGY: Gets Nasdaq Stock's Deficiency Letter
BRIGHAM EXPLORATION: Launches Offering for $250-Mil. of Sr. Notes
BRIGHAM EXPLORATION: S&P Assigns 'B+' Rating on $250 Mil. Notes
BROADLANE GROUP: Moody's Retains 'B2' Corporate Family Rating
BROWNSVILLE HEALTH: Trustee Selling Real Estate on Sept. 28

CALIFORNIA: Bond Default Probability May Be 2%, Sims' Larkin Says
CDRL MS: Moody's Assigns Corporate Family Rating at 'B2'
CHAPARRAL ENERGY: Moody's Assigns 'Caa1' Rating on $300 Mil. Notes
CHEMTURA CORP: Plan Gets Overwhelming Creditor Support
CHEMTURA CORP: Several Parties Object to Plan Confirmation

CHEMTURA CORP: Proposes to Establish Claims Distribution Reserves
CHEMTURA CORP: Canadian Unit Obtains CCAA Stay
CHEMTURA CORP: HFM Diacetyl Claims Settlement Approved
CLOPAY AMES: Moody's Upgrades Corporate Family Rating to 'B1'
CLYDE CALLAHAM: Court Fixes October 15 as Claims Bar Date

CLYDE CALLAHAM: Files Schedules of Assets and Liabilities
CLYDE CALLAHAM: Taps Nellor Retsinas as Bankruptcy Counsel
COLONIAL BANCGROUP: FDIC Appeals Denial of $905-Mil. Claim
COLONIAL BANCGROUP: FDIC Tax Refunds Dispute to be Heard Nov. 4
COLONIAL REALTY: Moody's Affirms 'Ba1' Senior Debt Rating

CORUS BANKSHARES: Owner Seeks to Keep Control of Bankruptcy Case
DAYTON SUPERIOR: Acquires Unitex Chemical's Assets
DENNY'S INC: Moody's Assigns 'B1' Rating on $50 Mil. Senior Loan
DUQUESNE LIGHT: Moody's Assigns 'Ba1' Rating on Senior Notes
EMDEON BUSINESS: Moody's Gives Positive Outlook; Keeps 'B1' Rating

ENERGYCONNECT GROUP: Aequitas to Convert Debt into Equity
ENRON CORP: Justice Dept. Drops Charges vs. Ex-Merrill Official
EXCO RESOURCES: Moody's Assigns 'B3' Rating on $750 Mil. Notes
FGIC CORP: U.S. Trustee Forms 3-Member Creditors Committee
FPD LLC: Court Extends Filing of Schedules Until Sept. 30

FPD LLC: Section 341(a) Meeting Scheduled for Oct. 4
FPD LLC: U.S. Trustee Appoints 5 Members to Creditors Panel
FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating
FTI CONSULTING: Moody's Assigns 'Ba2' Rating on $350 Mil. Notes
GENERAL GROWTH: Oakwood & Rouse Shopping Centers Emerge From Ch 11

GENERAL GROWTH: Registers $2.25 Bil. in Exchangeable Notes
GENERAL GROWTH: W. Ackman May Serve as Chairman of Spinco
GENON ENERGY: Moody's Assigns 'B2' Rating on $1 Billion Loan
GREENTREE GAS: Bank Agrees to Forbear Until December 10
GREENWOOD ESTATES: Court Fixes November 30 Claims Bar Date

GREENWOOD ESTATES: Files Schedules of Assets and Liabilities
GREGORY S MORRIS: Proposes Lampl, et al., as Bankruptcy Counsel
HARRISBURG, PA: Councilman's Bid for Bankruptcy Lawyer Nixed
HAWAIIAN TELCOM: FCC Approves Transfer of Control
HIGHGATE LTC: Marcus & Millichap Arranges Portfolio Sale

HOVNANIAN ENTERPRISES: S&P Affirms 'CCC+' Corporate Credit Rating
INNKEEPERS USA: Committee Proposes Jefferies as Advisor
INNKEEPERS USA: Grand Prix Submits Schedules and Statement
INNKEEPERS USA: Submits Rule 2015.3 Report as of Sept. 7
J CREW: Moody's Withdraws 'Ba1' Ratings as Rated Debt Repaid

JAMES EATON: Case Summary & Largest Unsecured Creditor
JEFFREY MABRY: Case Summary & 14 Largest Unsecured Creditors
LAS PALMAS: Slow Economy Prompts Chapter 11 Bankruptcy Filing
LEHMAN BROTHERS: Vernon Healy Files Another $4 Million in Claims
LEVEL 3: John Ryan to Succeed Stortz as Chief Legal Officer

LEVEL 3: Fitch Assigns 'CCC/RR5' Rating on $175 Mil. Notes
LEVEL 3: S&P Assigns 'CCC' Rating on $175 Mil. Senior Notes
LINN ENERGY: Moody's Upgrades Ratings on Senior Notes to 'B2'
LYONDELL CHEMICAL: BNY Sued for Losses on $1-Bil. in Basell Notes
MARK BRUNELL: Close to Filing Chapter 11 Plan, Lawyer Says

MERUELO MADDUX: Stockholders Amend Chapter 11 Plan
METRO-GOLDWYN-MAYER: Lenders Extend Forbearance Until Oct. 29
MICRIN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Signs $7.5-Bil. Deal to Merge with Hexion
NBTY INC: S&P Affirms Corporate Credit Rating at 'B+'

NEFF CORP: Defends Ch. 11 Plan Against Committee's Attack
NEVADA POWER: Fitch Assigns Rating on $250 Mil. Mortgage Notes
OASIS VINEYARDS: Va. Court Won't Dismiss Bankruptcy Case
OSHKOSH CORP: Moody's Assigns 'Ba2' Rating on $1.2 Bil. Facility
PENN TRAFFIC: To Seek Approval of Liquidating Plan on Oct. 27

PHI INC: Moody's Assigns 'B2' Rating on $300 Mil. Senior Notes
PINAFORE HOLDINGS: Moody's Assigns 'Ba3' Corporate Family Rating
PITCAIRN PROPERTIES: Fights Court's Decision to Dismiss Case
POLYONE CORPORATION: Moody's Puts 'Ba3' Rating on $320 Mil. Notes
PRECISION PARTS: Plan Reserves $150,000 for Unsecured Creditors

PROQUEST LLC: Moody's Downgrades Corporate Family Rating to 'B2'
PROTECTIVE LIFE: Fitch Affirms 'BB+' Trust Preferred Ratings
PROTECTIVE LIFE: Moody's Affirms Ratings on Senior Debt
PULTEGROUP INC: S&P Downgrades Corporate Credit Rating to 'BB-'
QSGI INC: Chapter 11 Plan Filing Extended Until October 8

RAAM GLOBAL: S&P Assigns 'B' Rating on $150 Mil. Senior Notes
RAY ANTHONY: Case Summary & 20 Largest Unsecured Creditors
RENAL LIFE: Case Summary & 3 Largest Unsecured Creditors
REYNOLDS GROUP: S&P Affirms Corporate Credit Rating at 'B+'
ROBERT EDWARD: Case Summary & 15 Largest Unsecured Creditors

ROCK & REPUBLIC: May Dump Exclusive Canada Distributor
ROCK US: Files for Bankruptcy to Sell Buildings
ROCK US: Case Summary & 2 Largest Unsecured Creditors
SAN PATRICIO: Liability Policy Proceeds Not Estate Property
SCIENTIFIC GAMES: Moody's Assigns 'B1' Rating on $250 Mil. Notes

SEARS CANADA: Moody's Downgrades Corporate Family Rating to 'Ba2'
SELECT MEDICAL: Moody's Gives Stable Outlook, Assigns 'Ba2' Rating
SHUBH HOTELS: Patel Offers Financing in Exchange for Ownership
SMITHFIELD FOODS: Moody's Affirms 'B2' Corporate Family Rating
SOUTHEAST TELEPHONE: Court Fixes Administrative Claims Bar Date

STATES INDUSTRIES: Creditors Panel Taps Stoel Rives as Counsel
STATES INDUSTRIES: Files Schedules of Assets & Liabilities
STATES INDUSTRIES: Section 341(a) Meeting Scheduled for Sept. 22
STATES INDUSTRIES: U.S. Trustee Names 7 Members to Creditors Panel
STILLWATER MINING: Moody's Retains 'Caa1' Corporate Family Rating

STUYVESANT TOWN: Developer Guterman Unveils Co-Op Conversion Bid
SUPERVALU INC: Moody's Reviews 'Ba3' Corporate Family Rating
TAMARACK RESORT: Reaches Deal With Owner on Use of Facilities
TREEHOUSE FOODS: ST Specialty Deal Won't Move Moody's 'Ba2' Rating
TRICO MARINE: Taps Vinson & Elkins as Bankruptcy Counsel

TRICO MARINE: Extends Consent Fee Payment Period
UHS ESCROW: S&P Assigns B+ Rating on $250 Mil. Senior Unsec. Notes
UNIVERSAL HEALTH: Moody's Assigns 'B1' Rating on $250 Mil. Notes
UNO RESTAURANT: U.S. Trustee Asks Court to Cut E&Y Fees by 10%
U.S. AEROSPACE: Amends 10-Q; Posts $3.40 Million Net Loss

UTSTARCOM INC: Closes Investment Deal With Beijing E-Town
VALEANT PHARMACEUTICALS: Moody's Assigns 'Ba3' Corp. Family Rating
VICTOR VALLEY: Enters Chapter 11 to Sell to Prime Healthcare
VISANT HOLDING: Moody's Downgrades Corporate Family Rating to 'B2'
VYTERIS INC: Reports Proposed Merger with Medisync

WASTEQUIP INC: S&P Downgrades Corporate Credit Rating to 'SD'
WAVE SYSTEMS: Shareholders Elect Five Individuals as Directors
WEBB SOWDEN: Voluntary Chapter 11 Case Summary
WEST POINT HEALTH: Trustee Selling Real Estate on Sept. 28
W.L. DUNN: Auctions Surplus Construction Equipment & Vehicles

WORLD MARKET CENTER: Defaults on Mortgages for Two Buildings
WYNN LAS: Moody's Assigns 'Ba3' Rating on $1.3 Bil. Mortgage Notes
* Connecticut Man Admits Guilt in $100 Million Ponzi Scheme
* Student Loan Default Rate Increases Amid Troubling Economy

* Directors of Failed Banks Remain in High Demand

* Weil's Harvey Miller Among Law360's Most Admired Attorneys

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

ABITIBIBOWATER INC: Fee Auditor OKs Paul Weiss' $2.5MM Fees
-----------------------------------------------------------
Direct Fee Review LLC, in its capacity as fee auditor in the
AbitibiBowater's Chapter 11 cases, recommended the approval of
these fees and the reimbursement of expenses of these
professionals for these fee periods:

Professional              Fee Period         Fees     Expenses
------------              -----------    ----------   --------
Paul, Weiss, Rifkind,     10/01/09 to    $2,479,443    $79,561
Wharton & Garrison LLP    01/31/10

Direct Fee Review LLC     11/01/09 to   C$1,839,025  C$280,135
                           02/28/10

Paul Hastings Janofsky    12/01/09 to      $770,948    $50,618
& Walker LLP              03/31/10

Blackstone Advisory       02/01/10 to            --    $40,453
Services, Inc.            04/30/10

Deloitte Tax, LLP         02/01/10 to      $301,518     $3,826
                          03/31/10

Huron Consulting LLC      01/01/10 to      $816,145   $243,899
                           02/28/10

Ernst & Young LLP         01/01/10 to      $109,388     $7,268
                           02/28/10

Paul, Weiss, Rifkind,     02/01/10 to    $1,359,607    $63,018
Wharton & Garrison LLP    03/31/10

Troutman Sanders LLP      02/01/10 to      $367,982     $7,594
                           04/30/10

FTI Consulting Inc.       02/01/10 to            --    $14,571
                           04/30/10

               Professionals Interim Fee Applications
                   For Period Ending April 2010

Fifteen professionals retained by the Debtors and Creditors'
Committee filed with the Court requests for the allowance of fees
and reimbursement of expenses for services rendered in these
Chapter 11 cases for interim period ended April 2010:

Professional              Fee Period        Fees       Expenses
------------              ----------      --------     --------
Paul, Weiss, Rifkind,     02/01/10 to   $1,359,607      $63,647
Wharton & Garrison LLP    03/31/10

Blackstone Advisory       02/01/10 to     $825,000      $40,664
Services L.P.             04/30/10

Deloitte Financial        01/01/10 to     $828,106      $44,784
Advisory Services LLP     03/31/10

Huron Consulting LLC      01/01/10 to     $816,145     $243,919
                           02/28/10

Troutman Sanders LLP      02/01/10 to     $367,982       $7,791
                           04/30/10

Deloitte Tax LLP          02/01/10 to     $301,518       $3,826
                           03/31/10

Ernst & Young LLP         01/01/10 to     $109,388       $7,268
                           02/28/10

Young Conaway Stargatt    02/01/10 to     $261,239      $41,110
& Taylor, LLP             04/30/10

Direct Fee Review LLC     02/01/10 to      $29,452         $179
                           04/30/10

PricewaterhouseCoopers    11/01/09 to  C$1,839,025    C$280,135
LLP, Canada               02/28/10

Bayard, P.A.              02/01/10 to      $80,465       $7,281
                           04/30/10

Paul, Hastings, Janofsky  12/01/09 to     $770,978      $50,618
& Walker LLP              03/31/10

Bennett Jones LLP         02/01/10 to    C$379,419     C$11,143
                           04/30/10      US$370,311    US$10,897

FTI Consulting Inc.       02/01/10 to     $825,000      $14,751
                           04/30/10

Lazard Freres & Co. LLC   02/01/10 to     $600,000      $14,528
                           04/30/10

                     About AbitibiBowater Inc.

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wins Court Nod to Sell Quebec Property
----------------------------------------------------------
Abitibi-Consolidated Inc. and its Canadian affiliates sought and
obtained permission from the Canadian Court to sell Abitibi-
Consolidated Company of Canada's right, title and interest in two
lots situated in the municipality of Champneuf, Quebec.

The Champneuf Assets consist of lands that were part of a former
sawmill site that has been partially dismantled.  The entire site
encompassing the Champneuf Assets consisted of three separate lots
of property, one of which was owned by and returned to the
provincial Government of Quebec in May 2010 since the sawmill had
been permanently closed and partially dismantled.  The other two
plots are being sold as part of the Champneuf Assets.

The CCAA Applicants identified potential environmental exposure
related to the Champneuf Assets, including potential soil and
groundwater contamination, resulting from industrial activities
that occurred between 1958 and 2008.

The CCAA Applicants relate that they received an offer on
March 10, 2010, for the acquisition of the Champneuf Assets for a
nominal sum.

Negotiations ensued between the Parties which culminated in an
offer to purchase the Champneuf Assets for $15,000 on an "as is,
where is" basis for the Purchaser and to assume all potential
associated environmental liabilities.

The Champneuf Assets were originally included as an asset to be
sold to 4513541 Canada Inc.  The Non-Core Properties Motion,
however, was amended to remove the Champneuf Assets as a result of
the pending sale to the Purchaser.

Ernst & Young Inc., the monitor appointed in the Canadian
proceedings of the CCAA Applicants, recommended the approval of
the sale transaction in its In its 55th Monitor Report.

                     About AbitibiBowater Inc.

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: ACI Had $188.9 Mil. Cash at May 30
------------------------------------------------------
Ernst & Young Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants, delivered to Honorable Mr.
Justice Clement Gascon, J.S.C., of the Superior Court Commercial
Division for the District of Montreal in Quebec, Canada, a 46th
monitor report to apprise the Court of the Applicants' four-week
cash flow results for the period from May 3 to 30, 2010.

The Monitor reports that as of May 30, 2010, the Abitibi-
Consolidated Inc. Group had cash on hand of approximately
$188.9 million.  In addition, the ACI Group also has the ULC DIP
Facility Available Upon Notice of $49 million and the ULC DIP
Facility Available Upon Court Approval for a further $49 million
available as liquidity.

The ACI Group's Total Available Liquidity at August 29, 2010 is
projected to be approximately $304.2 million.

Bowater Canadian Forests Products Inc.'s liquidity as of
August 29, 2010 is projected to be approximately $11.9 million.

The Monitor also provided the Canadian Court with details on:

  (a) an update in respect of the market condition overview in
      the forest products industry provided in the 43rd Monitor
      Report;

  (b) the receipts and disbursements of the ACI Group and BCFPI
      for the reporting period with a discussion of the variance
      from the respective forecasts as set forth in the 43rd
      Monitor Report;

  (c) the current liquidity and revised cash flow forecasts of
      the ACI Group and BCFPI for the 13-week period ending
      August 29, 2010; and

  (d) an update with respect to certain key performance
      indicators tracked by the Applicants.

A full-text copy of the 46th Monitor Report is available for free
at http://bankrupt.com/misc/ABH_CCAA46thMonitorRpt.pdf

                          47th Report

Ernst & Young Inc., the monitor appointed in the Canadian
proceedings of the CCAA Applicants, delivered to Honorable Mr.
Justice Clement Gascon, J.S.C., of the Superior Court Commercial
Division for the District of Montreal in Quebec, Canada, its 47th
monitor report to apprise the Court of certain motions and
settlements of the Applicants.

The Motions include:

  1. The Applicants' motion for an order that certain claims
     identified by the Monitor as being late claims, inactive
     employee late claims and scheduled claims will be deemed to
     be timely filed claims for purposes of the claims process;

  2. The Applicants' motion for the conduct of a creditors'
     meeting in relation to the CCAA Plan of Compromise and
     Agreement; and

  3. The Applicants' settlement with various claims with World
     Color Press, Inc., formerly known as Quebecor World Inc,
     and related entities.

A full-text copy of the 47th Monitor Report is available for free
at http://bankrupt.com/misc/ABH_CCAA47thMonitorRpt.pdf

                            50th Report

Ernst & Young Inc., the monitor appointed in the Canadian
proceedings of the CCAA Applicants, filed with the Superior Court
Commercial Division for the District of Montreal in Quebec,
Canada, its 50th monitor report reflecting its support of two
motions filed by the CCAA Applicants:

  (1) A motion for approval of the Tenth Amendment to the
      Bowater Inc./Bowater Canadian Forest Products Inc. DIP
      Facility; and

  (2) Am amended motion for a declaratory order with respect to
      Late Claims, Inactive Employee Late Claims and Scheduled
      Claims.

The Tenth Amendment provides for:

  -- the extension of the maturity date of the BI/BCFPI DIP
     Facility beyond October 21, 2010 to the earliest of:

        (i) December 31, 2010;
       (ii) the effective date of the Plans; or
      (iii) the acceleration and termination of the BI/BCFPI DIP
            Facility; and

   -- the reduction in the aggregate principal amount of the DIP
      Facility by $166 million from $206 million to $40 million.

The Applicants have advised the Monitor that the reduction in the
principal amount of the DIP Facility will result in economic
savings of approximately $4 million through September 30, 2010.

The Tenth Amendment also contemplates the payment of (x) a
$1.03 million amendment fee, and (y) a duration fee of
approximately $200,000 in the event amounts remain outstanding
under the DIP Facility after October 15, 2010.

The Late Claims Motion, on the other hand, seeks that the Monitor
is permitted to determine Late Claims, Inactive Employee Claims
and Misfiled Claims in accordance with the Court's Claims
Procedures Orders.

A full-text copy of the 50th Monitor Report is available for free
at ttp://bankrupt.com/misc/ABH_CCAA50thMonitorRpt.pdf

                            52nd Report

Ernst & Young Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants, delivered to Honorable Mr.
Justice Clement Gascon, J.S.C., of the Superior Court Commercial
Division for the District of Montreal in Quebec, Canada, a 52nd
monitor report to apprise the Court of the Applicants' four-week
cash flow results for the period from May 31, 2010 to June 27,
2010.

In relation to those cash flow results, the Monitor details the
receipts and disbursements of the Abitibi-Consolidated Inc. Group
and Bowater Canadian Forests Products Inc. for the Reporting
Period with a discussion of the variances from the respective
forecasts as set forth in the 46th Monitor Report.

The Monitor also provides details on the current liquidity and
revised cash flow forecasts of the ACI Group and BCFPI for the 13-
week period ending September 26, 2010.  Among other things, the
Monitor reveals that:

  -- The ACI Group's Immediately Available Liquidity at
     September 26, 2010 is projected to be approximately $192.4
      million; and

  -- BCFPI's liquidity as at September 26, 2010, is projected to
     be approximately $16.7 million, not including the Smurfit
     Timberland Proceeds.

The 52nd Monitor Report further reflects:

  (a) an update in respect of the market condition overview
      provided in the 46th Monitor Report dated July 5, 2010;
      and

  (b) an update with respect to certain key performance
      indicators tracked by the Applicants.

A full-text copy of the 52nd Monitor Report is available for free
at http://bankrupt.com/misc/ABH_CCAA52ndMonitorRpt.pdf

                            53rd Report

Ernst & Young Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants, delivered to Honorable Mr.
Justice Clement Gascon, J.S.C., of the Superior Court Commercial
Division for the District of Montreal in Quebec, Canada, a 53rd
monitor report to apprise the Court of the Applicants' four-week
cash flow results for the period from June 28, 2010, to August 1,
2010.

In relation to those cash flow results, the Monitor details the
receipts and disbursements of the Abitibi-Consolidated Inc. Group
and Bowater Canadian Forests Products Inc. for the Reporting
Period with a discussion of the variances from the respective
forecasts as set forth in the 52nd Monitor Report.

The Monitor also provides details on the current liquidity and
revised cash flow forecasts of the ACI Group and BCFPI for the 13-
week period ending October 31, 2010.  Among other things, the
Monitor reveals that:

  -- The ACI Group's Immediately Available Liquidity at
     October 31, 2010, is projected to be approximately $205.4
     million; and

  -- BCFPI's liquidity as at October 31, 2010, is projected to
     be approximately $16.1 million, not including the Smurfit
     Timberland Proceeds.

The 53rd Monitor Report further reflects:

  (a) an update in respect of the market condition overview
      provided in the 52nd Monitor Report dated August 3, 2010;
      and

  (b) an update with respect to certain key performance
      indicators tracked by the Applicants.

A full-text copy of the 53rd Monitor Report is available for free
at http://bankrupt.com/misc/ABH_CCAA53rdMonitorRpt.pdf

                     About AbitibiBowater Inc.

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Moody's Assigns 'B1' Rating on $750 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 rating to
AbitibiBowater Inc's proposed $750 million senior secured note
offering.  Moody's also assigned ABI provisional (P)B1 corporate
family and probability of default ratings, as well as a
speculative grade liquidity rating of SGL-1.  The outlook for the
long-term ratings is stable.

Moody's understands that the proposed debt offering will be used
to exit bankruptcy with the proceeds initially placed in an escrow
account and ultimately to be used to repay ABI's existing secured
debt.  The provisional ratings are assigned pending the emergence
from bankruptcy and the closing of the proposed exit financing.
The company is expected to emerge from bankruptcy in October 2010.

                        Ratings Rationale

AbitibiBowater's (P)B1 CFR primarily reflects Moody's expectation
for the company's adjusted leverage metrics, its leading market
position in terms of market share and cost position, and the
company's strong liquidity position.  The rating is also supported
by the diversification provided by the company's position in
newsprint, commercial printing papers, market pulp and lumber.
ABI's CFR rating is constrained by the secular decline in demand
for newsprint and the company's exposure to the volatile market
pulp and weak wood products markets.  Execution risks in
management's focus on cost reduction and the potential
transformation to other grades are also considered, including the
potential for additional capital expenditures.

ABI's SGL-1 rating reflects the company's strong liquidity
position.  After exiting bankruptcy, ABI will have a proposed
$600 million asset based revolving credit facility that will be
committed until 2014.  Upon emergence from bankruptcy, the
proposed revolver will not be drawn and approximately $500 million
will be available considering the borrowing base and letters of
credit issuance.  The company is alo expected to have
approximately $200 million of cash on the balance sheet.  Moody's
estimates ABI will generate good free cash flow in the 12 months
following emergence from bankruptcy, and it will have no debt
maturities.  Covenant issues are not expected over the near term.

The stable long-term ratings outlook considers ABI's strong
liquidity position and expectations that the company will be able
to maintain acceptable credit protection metrics through
anticipated volatile industry conditions.

Future upward migration for ABI's rating would depend on a
sustained improvement in the company's financial performance.
Quantitatively, this could result if normalized RCF/TD and (RCF-
Capex)/TD measures exceed 12% and 7%, respectively, on a
sustainable basis, while maintaining good liquidity.

ABI's ratings could face downward ratings pressure if industry
conditions deteriorate suddenly leading to a significant
deterioration in liquidity arrangements or if normalized (RCF-
Capex)/TD measures drop below 2%.

Assignments:

Issuer: AbitibiBowater Inc.

  -- Probability of Default Rating, Assigned (P)B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

  -- Corporate Family Rating, Assigned (P)B1

  -- Senior Secured Regular Bond/Debenture, Assigned (P)B1, LGD3
     42%


ALERE INC: Moody's Affirms Corporate Family Rating at 'B1'
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Alere, Inc.,
including the corporate family and probability of default ratings
at B1.  Concurrently, Moody's assigned a B3 rating on the
company's proposed $350 million senior subordinated notes due
2018.  In conjunction with the new issue the second lien term loan
was upgraded to B1 from B2.  The rating outlook is stable.

These ratings were assigned:

Alere Inc.

* Senior Subordinate Notes due 2016 were rated B3 (LGD5, 78%)

Ratings upgraded:

* Upgraded the rated $250 million second lien term loan due 2015
  to B1 (LGD4, 50%) from B2 (LGD4, 58%)

Ratings affirmed/LGD Assessments Revised:

* B1 Corporate Family Rating;

* B1 Probability of Default Rating;

* Ba2 rating of the Senior Secured Revolver due 2013.  (LGD2, 19%
  from LGD2, 23%)

* Ba2 rating of the First Lien Term Loan due 2014(LGD2, 19% from
  LGD2, 23%)

* Speculative Grade Liquidity rating at SGL-2

Alere U.S. Holdings

* B2 rating of the Senior Unsecured Notes 2016 (LGD4, 64% from
  LGD5, 73%)

* B3 rating of Senior Subordinated Notes due 2016 (LGD5, 89% from
  LGD5, 88%)

                        Ratings Rationale

Proceeds from the notes issue will be used for general corporate
purposes and future acquisitions.  At this time the company has no
immediate acquisitions.

Following the $350 million notes issue, Alere's credit metrics are
weak for the B1 rating category.  However, the ratings are
supported by its' strong competitive position within the point-of-
care diagnostic tools market, as well as its solid cash flow
generation.  The ratings are further supported by the company's
diverse product offering, and a track record of technological
innovation, positions the company well to serve hospitals and
other healthcare providers.

The ratings remain constrained by Alere's relatively high leverage
in the context of an acquisitive growth strategy, ongoing
integration risk associated with material acquisitions and
technological risk inherent in the highly competitive medical
diagnostics industry.  Although clearly diversifying, the
strategic rationale for Alere's relatively recent expansion in
health management remains unproven and presents additional risks
associated with the potential for significant incremental
investment requirements and execution risks.  Ongoing
reimbursement pressures on healthcare providers present additional
risks.

The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives.  The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage will be
maintained in the 5.0 times range.

The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period.  Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or stock buyback activities which bring pro forma metrics
to these levels could result in a downgrade.

Given the company's increased leverage levels and acquisitive
strategy an upgrade is unlikely in the near term.  The outlook
could be changed to positive if the pace of acquisitions slows
considerably from past levels and the company's adjusted debt to
EBITDA declines below 4.0 times and free cash flow to debt remains
at or above 10% on a sustained basis.

Based on the criteria outlined in Moody's Global Medical Devices
Industry Rating Methodology, the company's strengths include scale
and diversification, as well as product portfolio and
profitability, offset by weak credit metrics and an acquisitive
growth strategy.  The weighted average of the 12 sub-factors
specified in the methodology is Ba3, one notch above the current
rating.  Moody's believes that an upgrade to Ba3 is precluded at
this time by acquisition risk and the potential for associated
increases in leverage.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics.  The
health management business includes disease management, maternity
management, and wellness.  Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
Reported revenues for the twelve months ended June 30, 2010, were
about $2.1 billion.


ALL YOU: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------
The Office of the U.S. Trustee for Region 16 notified the U.S.
Bankruptcy Court for the Western District of Arkansas that it was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of All You, LLC.

The U.S. Trustee explained that there were insufficient
indications of willingness from unsecured creditors to serve in
the Committee.

Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11
bankruptcy protection on August 2, 2010 (Bankr. W.D. Ark. Case No.
10-74049).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, assists the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $10,983,200 in total assets and
$5,513,647 in total liabilities as of the Petition Date.


ALLIANT TECHSYSTEMS: Moody's Gives 'B1' to New $300MM Sub. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed Alliant Techsystems Inc.'s
corporate family and probability of default ratings of Ba3 and
assigned a B1 rating to the company's new $300 million issue of
senior subordinated obligations due in 2020.  Existing ratings on
the company's senior subordinated and convertible subordinated
obligations (B1) and ratings on ATK's senior secured bank debt
(Ba1) were also affirmed.  The ratings outlook was revised to
positive from stable.

Proceeds from the new issue of subordinated debt will be used to
redeem the $280 million of 2.75% convertible subordinated notes
with the balance, after fees and expenses, retained for general
corporate purposes.  Although the 2.75% issue has a stated
maturity in 2024, its terms included put dates in February 2014
and February 2019 as well as contingent right to put the
securities to ATK with settlement of the principal amount in cash
in the event ATK's share price exceeded a defined level and stayed
above that figure for a prescribed period.  Although ATK's share
price is currently below the "trigger" level, it has exceeded it
in the past.  Moody's views the refinancing as beneficial as it
lengthens ATK's debt maturity profile and effectively lowers the
amount of liquidity needed to address the contingent put feature.

                        Ratings Rationale

The Ba3 corporate family and probability of default ratings
recognize ATK's material scale, profitability and consistent cash
flow contributions from its four defense and aerospace related
segments.  Revenues and earnings have benefited from high levels
of U.S. defense and NASA budgets over the last few years and are
expected to experience favorable trends over the intermediate term
albeit at lower organic growth rates.  The ratings also reflect
modest financial leverage that has declined through growth in
EBITDA and modest reductions in funded debt.  While funded debt
has slightly ebbed, adjustments for under-funded pension
liabilities have kept adjusted debt totals relatively constant at
$2.5 billion despite significant contributions to its defined
benefit pension plans.  The proposed refinancing will reduce the
level of contingently convertible subordinated debt.  Still, other
approaching debt maturities leave some concern over ATK's capital
structure which continues with significant levels of subordinated
debt.  These layers of junior debt can be a platform on which
additional senior obligations could be layered.

ATK's operating performance has produced improvement in debt
protection measures with several already suggestive of higher
ratings which exert upward pressure on the ratings.  A continuing
substantial backlog of funded orders, and a generally supportive
environment in the company's operations and management's financial
strategy are expected to ultimately de-lever the firm over time.
Nonetheless, growth in several of the segments may end-up only
off-setting lower revenues and earnings in Aerospace Systems that
could develop as Space Shuttle activity winds-down and political
uncertainties associated with business awards for NASA's
Constellation program (the Space Shuttle's replacement) are
resolved.  The company continues with both an acquisition strategy
and a share repurchase authorization, but currently does not pay
dividends.

The positive ratings outlook considers the strong positioning of
several debt protection measures within the rating category as
well as favorable prospects for continued improvement in
performance from a substantial backlog of orders and ongoing free
cash flow.  Importantly, the outlook also considers the initial
benefits to the company's liquidity profile as a result of the
reduction in contingently convertible debt.

Yet, ATK's liquidity profile post the refinancing continues with
$558 million of debt scheduled to mature over the next 18 months:
$300 million in a convertible subordinated note due in September
2011; and an amortizing bank term loan with a balance of
$258 million at the beginning of July and a final maturity in
March 2012.  In addition, there is a remaining convertible
subordinated issue for $200 million that has a final maturity in
2024 but put dates in 2014 and 2019 as well as a share-price
contingent trigger.  The company's $500 million revolving credit
facility is also set to expire in March 2012.  ATK has indicated
it intends to refinance its existing bank credit which could
involve a $600 million revolving credit facility and a
$400 million term loan.

Further progress in addressing approaching debt maturities and the
expiration of its revolving credit facility are felt necessary to
consider stronger ratings.  Successfully refinancing and extending
its bank credit facilities coupled with quantitative measures such
as debt/EBITDA in the low 3 times range, EBITA/interest around 4
times and sustained FCF/debt of greater than 10% could lead to
higher ratings.  Conversely, increases in funded debt levels that
facilitated share repurchases or large acquisitions resulting in
debt/EBITDA at 4.5 times or above or if FCF/debt fell below 5% of
total debt, could establish downward pressure on the outlook or
ratings.

                          Rating assigned

  -- $300 million senior subordinated issue due 2020, B1 (LGD-4,
     65%)

  -- Senior subordinated shelf filing, (P)B1 (LGD-4,65%)

Ratings affirmed with updated Loss Given Default assessments

  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- Secured bank term loan, Ba1 (LGD-2, 16%)
  -- Secured bank revolving credit (LGD-2, 16%)
  -- Convertible subordinated notes, B1, (LGD-4, 65%)
  -- Senior subordinated note due 2016, B1 (LGD-4, 65%)

Alliant Techsystems Inc, headquartered in Edina, MN, is a leading
supplier of propulsion, composite structures, munitions, precision
capabilities and civil and sporting ammunition.  The company
operates four segments: Aerospace Systems, Armament Systems,
Missile Products, and Security & Sporting.  Revenues in fiscal
2010 were approximately $4.8 billion.


ALPHABET MERGER: Moody's Assigns 'B3' Rating on $650 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to a proposed
issuance of $650 million in senior unsecured notes by Alphabet
Merger Sub, Inc. -- the legal entity acquiring NBTY, Inc. Moody's
also affirmed all of Alphabet's existing ratings including the B1
Corporate Family and Probability of Default Ratings, and Ba3
senior secured bank credit facility rating.  The outlook is
stable.

                        Ratings Rationale

Proceeds from the proposed $650 million notes along with
$1.75 billion of bank debt (increased from $1.5 billion) and
approximately $1.5 billion in common equity contributed by The
Carlyle Group will be used to fund Alphabet's acquisition of NBTY,
Inc.  Along with the term loan the company plans to obtain a new
senior secured revolving credit facility ranging between
$200 million and $250 million.  Upon consummation of the
acquisition, Alphabet will be merged with and into NBTY, with NBTY
being the surviving entity.

Moody's ratings are subject to receipt and review of final
documentation.

The B1 Corporate Family Rating reflects Alphabet's relatively high
leverage and good interest coverage pro forma for the LBO.  The
rating is also supported by NBTY's good liquidity, its solid
market position, and its portfolio of well known brands.  Positive
ratings consideration was given to the healthy growth of the
vitamin, mineral, and nutritional supplement industry due to an
increasing number of Americans over the age of 50.  Negative
ratings consideration was given to the risk of adverse publicity
and for potential product recalls associated with the VMNS
industry.

The stable outlook reflects Moody's view that NBTY's debt
protection measures will remain modestly weak and at levels
appropriate for the B1 Corporate Family Rating over the next
twelve to eighteen months.  The outlook also reflects Moody's
expectation that the company will maintain good liquidity.

New ratings assigned:

* $650 million senior unsecured notes at B3 (LGD 5; 88%)

These ratings were affirmed and the LGD point estimates changed:

* Corporate Family Rating at B1;

* Probability of Default Rating at B1;

* Senior secured revolving credit facility at Ba3 (LGD 3, 35% from
  LGD 3, 30%);

* $1.75 billion senior secured term loan at Ba3 (LGD 3, 35% from
  LGD 3, 30%).

All existing ratings for NBTY (including its Ba2 Corporate Family
and Probability of Default ratings) remain on review for possible
downgrade, and will be withdrawn when the proposed acquisition by
Alphabet is consummated.

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements in the United States
and throughout the world.  The company operates over 1,500 stores
in the US, Canada, and Europe.  Revenues are about $2.8 billion.


AMH HOLDINGS: Moody's Reviews 'B3' Corporate for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed the ratings of AMH Holdings,
LLC's and Associated Materials, LLC, under review for possible
downgrade.  The review follows the announcement by Associated that
it has agreed to be acquired by affiliates of Hellman & Friedman
LLC in a transaction valued at approximately $1.3 billion.

Moody's review is focusing on the impact that the proposed
transaction will have on AMH's future capital structure, financial
strategy and credit metrics.  The review is also assessing the
degree to which the company's operating strategy will be able to
sustain earnings, cash flow generation and liquidity under the new
leveraged capital structure.  Certain debt obligations including
the credit facility, senior notes, and senior subordinated notes
contain change of control provisions.  To the extent that any
existing debt is redeemed in its entirety under change of control
provisions Moody's will withdraw the respective debt instrument
ratings.

Ratings on review for potential downgrade:

AMH Holdings, LLC:

* Corporate Family Rating at B3;

* Probability of Default Rating at B3; and,

* $431 million senior subordinated notes due 2014 at Caa2 (LGD5,
  79%).

Associated Materials, LLC:

* $200 million second lien senior secured notes due 2016 at B1
  (LGD2, 24%).

AMH Holdings, LLC, headquartered in Cuyahoga Falls, Ohio, is a
North American manufacturer and distributor of exterior
residential building products.  The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories.  Revenues for the last twelve months
through July 3, 2010, totaled $1.1 billion.


ANTIOCH CO: Bankr. Court Won't Stall Creditor Trust's Lawsuit
-------------------------------------------------------------
WestLaw reports that a bankruptcy court would not stay
adjudication of breach of fiduciary duty, professional negligence,
and other claims which a litigation trustee asserted in jointly
administered Chapter 11 cases against corporate insiders and
institutional defendants, pending a determination by the district
court on the defendants' motion to withdraw reference.  Resolution
of the trustee's claims, to the extent that it involved non-
bankruptcy federal law, was not shown to involve any non-
bankruptcy federal law that was not well-settled, so that it was
unlikely that the district court would find that withdrawal of
reference was mandatory.  Moreover, it was also unlikely, despite
the apparent "non-core" nature of most of the litigation trustee's
claims and despite the defendants' demand for a jury trial, that
the district court would grant permissive withdrawal of reference
during the preliminary, pre-trial stages of the proceeding.
Denial of a motion for a stay was not shown to be prejudicial to
the defendants, while a stay would stall the litigation trustee's
attempts to collect funds.  In re The Antioch Co., --- B.R. ----,
2010 WL 3440856 (Bankr. S.D. Ohio) (Humphrey, J.).

As reported in the Troubled Company Reporter on Dec. 29, 2010, the
Antioch Company Litigation Trust has sued 30 former and present
officials of Antioch Co. and its debtor-affiliates including
Global President and Chief Executive Officer Asha Morgan Moran,
arguing that they placed their own interests ahead of the
interests of the company, its employees and creditors.

Headquartered in Yellow Springs, Ohio, The Antioch Company --
http://www.antiochcompany.com/-- produced and sold books, book
accessories and scrapbooking products.

Antioch Company and subsidiary companies Antioch International,
Inc., Antioch Framers Supply Co., Antioch International-New
Zealand, Inc., Antioch International- Canada, Inc., Creative
Memories Puerto Rico, Inc. and ZeBlooms Inc. filed separate
Chapter 11 petitions (Bankr. S.D. Ohio Case No. 08-35741)
and prepackaged chapter 11 plans on Nov. 13, 2008.  At the
time of the filings, the Debtors disclosed $66 million in
assets and $141 million in liabilities.

Chris L. Dickerson, Esq., Rena M. Samole, Esq., and Timothy R.
Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP; Michael
J. Kaczka, Esq., and Sean D. Malloy, Esq., at McDonald Hopkins
LLC; and Tony M. Alexander, Esq., at Jenks, Pyper & Oxley Co.
L.P.A., represent the Debtors.  W. Timothy Miller, Esq., at
Taft Stettinius & Hollister LLP, represents the Creditors'
Committee.

The Antioch Company emerged from chapter 11 protection under the
terms of a Second Amended Plan of Reorganization confirmed on
Jan. 27, 2009, which created the Antioch Company Litigation Trust.
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP,
serves as the Litigation Trustee.


ASSOCIATED MATERIALS: To Sell to Hellman & Friedman for $1.3-Bil.
-----------------------------------------------------------------
Associated Materials LLC has signed a definitive agreement to be
acquired by affiliates of Hellman & Friedman LLC in a transaction
valued at approximately $1.3 billion.  The transaction is expected
to close in the fourth quarter of 2010 and is subject to customary
conditions.

Associated Materials is a leading manufacturer of exterior
residential building products, which are distributed through
company-owned distribution centers and independent distributors
across North America.  The Company produces a broad range of vinyl
windows, vinyl siding, aluminum trim coil, aluminum and steel
siding and accessories, as well as vinyl fencing and railing.

"We are excited to be partnering with Hellman & Friedman," said
Tom Chieffe, President and Chief Executive Officer of Associated
Materials.  "The Hellman & Friedman team has an impressive track
record, understands our business and shares our vision for the
future of the Company.  We look forward to working closely with
them to pursue our strategic objectives and continue our strong
customer focus."

"With its vertically integrated distribution model and innovative
product lines, Associated Materials is uniquely positioned to
serve exterior contractors in the remodeling and new construction
markets," said Erik Ragatz, Managing Director at Hellman &
Friedman. "The Company's outstanding culture and singular focus on
helping contractors grow their businesses has resulted in deep
customer relationships.  We are extremely pleased to have the
opportunity to partner with Tom and the rest of the management
team at Associated Materials."

Lars Haegg, Managing Director at Investcorp, and Ira Kleinman,
Senior Managing Director of Harvest Partners said, "We are proud
to have been part of Associated Materials' successful history.
The Company is run by an excellent management team which has
consistently delivered superior products and services to its
customers.  We are confident Hellman & Friedman will be an ideal
partner in the next stage of the Company's development."

Deutsche Bank Securities Inc. and affiliates and UBS Investment
Bank have provided commitments to finance the transaction.  UBS
Investment Bank is acting as financial advisor to Hellman &
Friedman and Simpson Thacher & Bartlett LLP is acting as legal
advisor.  Deutsche Bank and Barclays Capital are acting as
financial advisors to Associated Materials and Gibson, Dunn &
Crutcher LLP is acting as legal advisor.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://ResearchArchives.com/t/s?6b2a

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

Associated Materials and its subsidiaries' consolidated balance
sheet at July 3, 2010, showed $849.49 million in total assets,
$232.23 million in total current liabilities, $48.27 million in
deferred income taxes, $59.96 million in other liabilities,
$212.68 million in long-term debt, and a $296.34 million members'
equity.

                          *     *     *

Associated Materials carries 'B-' corporate credit ratings from
Standard & Poor's Ratings Services.  S&P has placed its ratings,
including the 'B-' corporate credit ratings, Associated Materials,
and its parent Company AMH Holdings LLC, on CreditWatch with
developing implications, following the definitive agreement with
Heller & Friedman.  "The CreditWatch developing reflects the
potential for Standard & Poor's to either raise, lower, or affirm
its ratings on Associated Materials, depending on our assessment
of the changes from this transaction on the Company's financial
risk profile, including its ownership structure, capital
structure, liquidity profile, and expected financial policy," said
Standard & Poor's credit analyst Thomas Nadramia.


BALZOUT INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Balzout, Inc.
          dba S&E Printing
        5 McJunkin Road
        P.O. Box 489
        Nitro, WV 25143

Bankruptcy Case No.: 10-20902

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@verizon.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wvsb10-20902.pdf

The petition was signed by Scott M. Cable, president.


BE AEROSPACE: Moody's Affirms Ba2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has raised BE Aerospace, Inc's senior
secured credit facility rating to Baa2 from Baa3 following the
announced upsizing of its proposed senior unsecured notes due 2020
to $650 million from $500 million.  This increase did not affect
other ratings; accordingly, Moody's affirmed the company's
Corporate Family and Probability of Default ratings at Ba2, the
senior unsecured notes ratings at Ba3, shelf rating at (P) Ba3,
and the Speculative Grade Liquidity rating at SGL-1.  The rating
outlook remains stable.

Additional information on the affirmation of the CFR is available
in Moody's September 13, 2010 press release issued in connection
with the assignment of the rating on the new unsecured note
offering.

These ratings/assessments have been upgraded:

* $343 million (current outstanding) Sr. Secured Term Loan, Baa2
  (LGD2, 11%) from Baa3 (LGD2, 12%);

* $350 million Sr. Secured Revolving Credit Facility, Baa2 (LGD2,
  11%) from Baa3 (LGD2, 12%).

These ratings/assessments have been affirmed:

* Corporate Family, Ba2;

* Probability of Default, Ba2;

* $650 million Senior Notes (upsized from $500 million), Ba3
  (LGD4, 66%) from Ba3 (LGD4, 68%);

* $600 million 8.5% Senior Notes, Ba3 (LGD4, 66%) from Ba3 (LGD4,
  68%);

* Senior unsecured shelf, (P) Ba3;

* Speculative Grade Liquidity, SGL-1.

                        Ratings Rationale

The upgrade of the company's senior secured revolver and term loan
facility is driven by the company's $150 million upsizing of its
proposed senior unsecured notes to $650 million from $500 million.
This increase in the amount of the unsecured notes, bringing the
total now to $1.25 billion which is junior to the secured
facility, positions the secured credit facility in the Baa2
category, consistent with Moody's Loss Given Default Methodology.

The last rating action for BE Aerospace was on September 13, 2010,
when the company's Ba2 CFR, PDR, and SGL-1 were affirmed, Ba3
assigned to the proposed unsecured notes, and the senior credit
facility was upgraded to Baa3 from Ba1.

BE Aerospace, Inc., is the world's largest manufacturer of
commercial and general aviation cabin interior products and a
major independent distributor of aerospace fasteners.  BE's
products include aircraft seats, equipment for food and beverage
preparation and storage, oxygen delivery systems, a broad line of
aerospace fasteners and certain engineering and design services.
Revenue for the last twelve months through June 30, 2010, was
approximately $1.9 billion.


BERNARD MADOFF: Trustee, Lawyers Receive $34.6-Mil. Award
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving H. Picard, the trustee for Bernard L. Madoff
Investment Securities Inc., overcame creditor opposition and was
given approval by the bankruptcy judge for an interim award of
$34.6 million in fees for himself and his lawyers.  The award
covered February through May.

According to the report, Mr. Picard was awarded $511,000 for the
four-month period.  His primary counsel, Baker & Hostetler LLP,
received $28.9 million.  Both payments represented 85% of
their total charges for the interim period.  The 15% holdback is
typically paid at the conclusion of the case.  The remainder of
the approved fees was for the trustee's special counsel.

The fees are paid by the Securities Investor Protection Corp. and
don't reduce payments to customers, Mr. Picard said.

                     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 December 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.).

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 August 13, 2010, a total of US$5,578,441,409 in claims by
investors has been allowed, with US$715,602,064 to be paid by the
SIPC.  Investors are expected to receive additional distributions
from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and in liquidated some
of those assets for the benefit of customers, totaling
US$1,183,779,811 as of November 2009.


BILLY MARTIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Billy Michael Martin
               Deborah M. Martin
               1667 Seven Knobs Rd.
               Gainesboro, TN 38562

Bankruptcy Case No.: 10-09676

Chapter 11 Petition Date: September 9, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: George C. Paine II

Debtor's Counsel: Paul E. Jennings, Esq.
                  PAUL E. JENNINGS LAW OFFICES, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  E-mail: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-09676.pdf


BIOLASE TECHNOLOGY: Gets Nasdaq Stock's Deficiency Letter
---------------------------------------------------------
Biolase Technology Inc. received a deficiency letter from The
Nasdaq Stock Market LLC indicating that the Company was not in
compliance with Listing Rule 5605 due to the vacancies created by
the resignations from our Audit Committee of:

   i) Gregory D. Waller on Aug. 22, 2010 and

  ii) James R. Largent on Aug. 26, 2010.

The Rule requires the audit committee of each Nasdaq issuer to
have at least three independent members on its audit committee,
and as such, as of Aug. 26, 2010, the Company was not in
compliance with the Rule as the Company only had one of the three
required independent audit committee members.

On Aug. 27, 2010, the Company's Board of Directors appointed Dr.
Norman J. Nemoy, one of its Directors, to the Company's Audit
Committee and we subsequently notified Nasdaq of Dr. Nemoy's
appointment.  Dr. Nemoy is an independent member of our audit
committee as defined by the Nasdaq Rules.  Therefore, there
remains one vacancy on the Audit Committee.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company's balance sheet at June 30, 2010, showed $20.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficit of $1.3 million.

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Costa Mesa, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has had
declining revenues, has limited financial resources at
December 31, 2009, and is substantially dependent upon its primary
distributor for future purchases of the Company's products.


BRIGHAM EXPLORATION: Launches Offering for $250-Mil. of Sr. Notes
-----------------------------------------------------------------
Brigham Exploration Company has launched an offering for
$250 million of senior notes due 2018.  The offering of the Senior
Notes, which is subject to market availability as well as other
conditions, will be made only to qualified institutional buyers
and to buyers outside the United States in compliance with
Regulation S.

Brigham intends to use the net proceeds from the Senior Notes
offering to purchase up to $160 million principal amount of its
existing 9 5/8% senior notes due 2014 pursuant to a tender offer,
to fund a portion of its 2011 capital budget and for general
corporate purposes, including to redeem or otherwise acquire any
remaining outstanding 2014 Notes not purchased pursuant to the
tender offer.

                    About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at June 30, 2010, showed
$862.21 million in total assets, $289.19 million in total
liabilities, and stockholders' equity of $573.01 million.

                          *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in June 2010
that that "[W]hile Brigham's recent results and 2010-11 drilling
program are positive and provide cash flow visibility, the company
remains very small measured by production and proven reserves and
future growth and full-cycle reinvestment costs are fairly
undiversified, being largely reliant on Bakken/Three Forks."

Moody's Investors Service assigned a Caa2 rating to Brigham
Exploration Company's proposed offering of $250 million senior
unsecured notes due 2018.  The Caa2 rating reflects the senior
unsecured status of the notes, its position in the capital
structure, and is consistent with the ratings on Brigham's other
existing senior unsecured debt.  Brigham's Caa1 Corporate Family
Rating and SGL-1 Speculative Grade Liquidity Rating remain
unchanged.  The rating outlook is positive.


BRIGHAM EXPLORATION: S&P Assigns 'B+' Rating on $250 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Austin, Texas-based Brigham Exploration Co.'s
proposed $250 million senior unsecured notes due 2018.  The issue-
level rating is 'B+' (one notch above the corporate credit rating
on the company).  The recovery rating on this debt is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.

At the same time, S&P has raised the existing senior unsecured
ratings to 'B+' (one notch above the corporate credit rating) from
'B' and revised S&P's recovery ratings on this debt to a '2' from
a '4', indicating its expectation of substantial (70% to 90%)
recovery in the event of a payment default.  S&P expects the
existing senior unsecured debt to be redeemed via a tender offer.

S&P has affirmed the 'B' corporate credit rating on Brigham.  The
outlook remains stable.

The rating actions follow Brigham's recent announcement of a
$250 million offering of senior unsecured notes due 2018.  The
company plans to use the funds to tender for its $160 million
9.625% senior unsecured notes due 2014 and to pre-fund capital
spending in 2011.  "S&P's recovery analysis incorporates these
plans and the results of a valuation of mid-year 2010 reserves
based on a company-provided PV10 report using S&P's long-term
price assumptions of $65 per barrel of West Texas Intermediate
crude oil and $5.50 per million BTU of Henry Hub natural gas,"
said Standard & Poor's credit analyst Patrick Lee.

The ratings on Brigham reflect its small reserve base, modest
production, and sizable capital spending in 2010 and 2011.  The
ratings also reflect Brigham's solid growth prospects in the oil-
prone plays of the Williston Basin.

The outlook is stable based on S&P's expectation that Brigham will
have sufficient cash flow and liquidity over the near term to fund
capital expenditures and to pay interest.  S&P could take a
positive rating action if the company markedly improves its
business profile in terms of scale and scope, is able to maintain
adequate liquidity, and improves operating cash flow to support
capital expenditures and debt payments for an extended period of
time.  S&P could lower the ratings if Brigham's liquidity
materially deteriorates from current levels, if capital spending
increases considerably, or if lower commodity prices cause a drop
in expected cash flow.


BROADLANE GROUP: Moody's Retains 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service said that it expects repayment in full
of the rated debt of The Broadlane Group, Inc., assuming the
completion of the definitive purchase agreement announced by
MedAssets, Inc. on September 14, 2010, to acquire Broadlane.
Existing ratings of Broadlane, including the B2 corporate family
rating and positive outlook are unaffected by the announcement.
When the rated debt has been paid in full, Moody's will withdraw
all of the ratings of The Broadlane Group, Inc.

The last rating action was on January 21, 2010, when Moody's
affirmed the company's B2 corporate family rating and changed the
outlook to positive.

The Broadlane Group, Inc., is headquartered in Dallas, Texas, and
delivers supply chain management and procurement services to acute
care hospitals, ambulatory care facilities, physician practices
and other healthcare providers in the United States.


BROWNSVILLE HEALTH: Trustee Selling Real Estate on Sept. 28
-----------------------------------------------------------
Robert H. Slone, the Chapter 7 Trustee overseeing the liquidation
of Brownsville Health Services Corporation, inaccurately
identified as Brownsville Health Solutions, Inc., intends to sell
all of the Debtor's real property located at 104 Simpson Road in
Brownsville, Pa. (Parcel #30-04-0208), at an in-court auction and
sale hearing at 1:30 p.m. on Sept. 28, 2010, in Pittsburgh, Pa.,
before the Honorable M. Bruce McCullough.

Any responses or objection to the sale must delivered by Sept. 21,
2010, to the Bankruptcy Court and:

         Robert H. Slone, Esq.
         223 South Maple Avenue
         Greensburg, PA 15601
         Telephone: (724) 834-2990
         E-mail: rslone@pulsenet.com

              - and -

         Robert S. Bernstein, Esq.
         Gulf Tower, Suite 2200
         Pittsburgh, PA 15219
         E-mail: rbernstein@bernsteinlaw.com

              - and -

         Lawrence C. Bolla, Esq.
         Nicholas R. Pagliari, Esq.
         QUINN LAW FIRM
         2222 West Grandview Boulevard
         Erie, PA 16506
         E-mail: lbolla@quinnfirm.com
                 npagliari@quinnfirm.com

              - and -

         Robert O. Lampl, Esq.
         Elsie Lampl, Esq.
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         E-mail: rlampl@lampllaw.com

                 elampl@lampllaw.com

              - and -

         Michael A. Shiner, Esq.
         Tucker Arensberg PC
         One PPG Place, Suite 1500
         Pittsburgh, PA
         E-mail: mshiner@tuckerlaw.com

Brownsville Health Services Corporation, inaccurately identified
as Brownsville Health Solutions, Inc., dba Brownsville Tri-County
Hospital, sought Chapter 11 protection (Bankr. W.D. Pa. Case No.
09-20998) on Feb. 18, 2009, is represented by Robert O. Lampl,
Esq., in Pittsburgh, and estimated its assets and debts at
$10 million to $50 million at the time of the filing.


CALIFORNIA: Bond Default Probability May Be 2%, Sims' Larkin Says
-----------------------------------------------------------------
California may have a 2% chance of some kind of default on its
debt in the next two years, Richard Larkin, director of credit
analysis at Herbert J. Sims & Co., said at the Bloomberg Cities &
Debt Briefing, according to reporting by Mark Tannenbaum at
Bloomberg News.  California has no problem funding its debt,
Mr. Larkin said at the conference in New York September 15.


CDRL MS: Moody's Assigns Corporate Family Rating at 'B2'
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2 probability-of-default rating to CDRL MS, Inc., a new
entity formed by affiliates of Clayton, Dublier & Rice LLC and GS
Capital Partners (collectively referred to as "the sponsors"),
that will merge into Harrington Group, Inc. ("Harrington" a
holding company that indirectly owns the current rated entity
Harrington Holdings, Inc.) at transaction closing.  The merged
entity will be renamed HGI Holding, Inc. at that time.  Moody's
also assigned a B1 rating to CDRL MS, Inc.'s proposed $50 million
senior secured revolving credit facility due 2015 and $315 million
senior secured term loan due 2016.  Moody's also assigned a Caa1
rating to the company's proposed $150 million senior unsecured
loan due 2017.  The ratings outlook is stable.

These ratings were assigned:

CDRL MS, Inc.

* Corporate family rating at B2;

* Probability-of-default rating at B2;

* $50 million senior secured revolving credit facility due 2015 at
  B1 (LGD3, 36%);

* $315 million senior secured term loan due 2016 at B1 (LGD3,
  36%);

* $150 million senior unsecured loan due at 2017 at Caa1 (LGD5,
  87%).

These ratings were affirmed and will be withdrawn at transaction
closing:

Harrington Holdings, Inc.

* Corporate family rating at B2;

* Probability-of-default rating at B2;

* Senior secured revolving credit facility due 2013 at B1 (LGD3,
  43%);

* First lien senior secured term loan due 2014 at B1 (LGD3, 43%);

* Second lien senior secured term loan due 2014 at Caa1 (LGD6,
  90%).

                        Ratings Rationale

Proceeds from the proposed debt securities combined with a
$433 million common equity contribution from the sponsors will be
used to fund the acquisition of Harrington and to repay existing
debt for total consideration of approximately $898 million.  The
transaction is expected to close in late September.

HGI's B2 corporate family rating considers its high pro forma
leverage and modest interest coverage, small scale, the large and
highly fragmented nature of the medical supplies market, continued
pressure on reimbursement rates, and longer-term acquisition risk.
These concerns are mitigated by the company's national footprint,
the annuity-like nature of many of its products, and favorable
demographic trends.  In Moody's opinion, the company's track-
record of organic revenue/earnings growth and steady operating
cash flow generation also support the rating.

The stable outlook reflects Moody's expectation that HGI will
sustain organic revenue/earnings growth trends and apply excess
cash flow to debt reduction such that credit metrics will improve
from initial pro forma levels.  The outlook also reflects Moody's
expectation that the company will not pursue any material debt-
financed acquisitions over the medium-term.

The ratings could experience positive pressure if the company
continues to organically expand sales/earnings and improve credit
metrics such that debt to EBITDA is reduced on a sustained basis
below 4.5 times and EBITDA less capex coverage of interest expense
is 2.5 times or higher.

The ratings could be pressured if competitive issues and/or
reimbursement reductions result in reduced profitability such that
HGI's debt to EBITDA is sustained above 6.5 times, EBITDA less
capex coverage of interest expense falls below 1.5 times, or if
free cash flow turns breakeven or negative.  Additionally, debt
financed acquisitions that raise leverage ratios or a weakening of
the company's liquidity profile (such as lower than expected
cushion under financial covenants) could also lead to ratings
pressure.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Harrington Holdings, Inc., headquartered in Cleveland, Ohio, is a
leading marketer and distributor of medical supplies and equipment
in the US.  The company is being acquired by affiliates of
Clayton, Dublier & Rice LLC and GS Capital Partners.


CHAPARRAL ENERGY: Moody's Assigns 'Caa1' Rating on $300 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Chaparral
Energy, Inc.'s proposed offering of $300 million senior unsecured
notes due 2020.  The Caa1 rating reflects the senior unsecured
status of the notes, its position in the capital structure, and is
consistent with the ratings on Chaparral's other existing senior
unsecured debt.  Chaparral's B3 Corporate Family Rating and its
SGL-3 Speculative Grade Liquidity Rating remain unchanged.  The
rating outlook is stable.

Upgrades:

Issuer: Chaparral Energy, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     65% from LGD5, 71%

Assignments:

Issuer: Chaparral Energy, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 LGD4,
     65%

                        Ratings Rationale

"The debt offering continues the company's refinancing plan by
terming bank debt, which further improves liquidity and financial
flexibility," commented Francis J. Messina, Moody's Vice
President.  "Nevertheless, high finding and development cost
combined with high financial leverage and a high operating cost
structure continue as a concern."

Chaparral has added a new equity partner, CCMP Capital Advisors,
LLC (35.98% equity owner) and structured a JP Morgan led
$450 million senior secured borrowing base facility that matures
April 2014.  Upon completion of the $300 million proposed
offering, Chaparral will have full availability of the borrowing
base facility and no material maturities until 2015.

Chaparral's B3 CFR rating reflects high financial leverage and a
high cost structure.  Chaparral continues to carry one of the
highest leverage and operating cost structures among the Moody's
rated E&P universe.  Specifically, Moody's estimate Chaparral's
three year average all sources finding and development costs above
$50/boe, its total full cycle costs estimated above $80/boe, and
its Debt/PD boe reserves above $9/boe.  Also, Chaparral's debt
plus future FAS 69 proven reserve development capex on total
proven reserves is estimated to exceed $734.6 million.  Leverage
on production is approximately $44,000/day and Chaparral will
continue to need significant resources to develop its current PUD
reserves bookings estimated at 34% of total proved reserves.

Chaparral forecasts negative free cash flow over the second half
of 2010.  The company has substantial hedging in place to reduce
its exposure to commodity prices and has some flexibility in its
capital spending.  The outlook is stable based on the company
achieving its production growth forecasts and delivering
sufficient reserve additions to begin deleveraging on proved
developed reserves and production volumes.  If Chaparral's capital
productivity does not improve or if the company makes significant
acquisitions without meaningful equity funding the outlook could
be changed to negative or the ratings downgraded.

The SGL-3 rating is based on Moody's expectation that Chaparral
will have adequate liquidity over the next twelve months.  The
company has a $450 million borrowing base credit facility that
matures in April 2014 with full availability after this proposed
financing.  The senior unsecured notes offering refinances current
outstandings providing ample revolver capacity for forecasted
negative free cash flow and working capital funding needs.

The Caa1 senior unsecured notes rating reflect both its position
in the capital structure and the overall probability of default of
Chaparral, to which Moody's assigns a PDR of B3, and a loss given
default of LGD 4, 65%.

The last rating action on Chaparral was April 20, 2010 at which
time Moody's upgraded Chaparral's CFR, PDR, and unsecured note
ratings, and affirmed its SGL-3 rating.

Chaparral Energy, Inc., is privately held independent oil and
natural gas production company.  Including the $345 million equity
investment from CCMP, ownership totals are: CCMP Capital at
35.98%, Fischer Investments at 25.54%, Chesapeake Energy at
19.98%, Altoma Energy at 14.98%, and Employees at 3.52%.


CHEMTURA CORP: Plan Gets Overwhelming Creditor Support
------------------------------------------------------
Majority of the creditors of Chemtura Corporation and its debtor
affiliates who are entitled to vote on the Debtors' Joint Chapter
11 Plan voted to accept the Plan.

In separate filings, Robert Q. Klamser, a director at Kurtzman
Carson Consultants LLC, and Stephenie Kjontvedt, a vice president
and senior consultant of Epiq Bankruptcy Solutions LLC, submitted
declarations with respect to the voting and tabulation results of
the Debtors' Plan.

Based on the Tabulation Agents' tabulations, the Plan is
overwhelmingly supported by creditors entitled to vote except for
those who hold interests in Interests in Chemtura Corporation
under Class 13.

The Agents summarized the voting results in these tables:

A. Non-Securities Voting Classes

  ___________________________________________________________
|           |                        |                      |
|           |       Accepting        |     Rejecting        |
|   Class   |________________________|______________________|
|           | No. of  |    Amount    | No. of  |   Amount   |
|           | Holders |     Held     | Holders |    Held    |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    3    |  $26,203,998 |     0   |     $0     |
|      1    |         |              |         |            |
|           |  (100%) |     (100%)   |   (0%)  |     (0%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   138   |  $52,777,334 |    14   | $4,098,617 |
|     4a    |         |              |         |            |
|           |   (91%) |      (93%)   |   (9%)  |     (7%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   109   |  $15,098,122 |     8   |   $171,007 |
|     4b    |         |              |         |            |
|           |   (93%) |      (99%)   |   (6%)  |     (1%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |     8   | $126,867,300 |     0   |      $0    |
|      5    |         |              |         |            |
|           |  (100%) |      (99%)   |   (0%)  |     (0%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   364   |  $52,210,818 |     1   | $1,750,000 |
|     10    |         |              |         |            |
|           |   (99%) |      (97%)   |  (0.3%) |     (3%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |     6   |   $1,694,983 |     0   |      $0    |
|     11    |         |              |         |            |
|           |  (100%) |     (100%)   |    (0%) |     (0%)   |
|___________|_________|______________|_________|____________|


B. Securities Voting Classes

  ___________________________________________________________
|           |                        |                      |
|           |       Accepting        |     Rejecting        |
|   Class   |________________________|______________________|
|           | No. of  |    Amount    | No. of  |   Amount   |
|           | Holders |     Held     | Holders |    Held    |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   126   | $422,441,690 |     1   | $1,000,000 |
|      6    |         |              |         |            |
|           | (99.21%)|   (99.76%)   | (0.79%) |   (0.24%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   119   | $330,169,000 |     2   | $1,644,000 |
|      7    |         |              |         |            |
|           | (98.35%)|    (99.5%)   | (1.65%) |    (0.5%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    71   | $136,029,000 |     2   | $6,075,000 |
|      8    |         |              |         |            |
|           | (97.26%)|   (95.72%)   | (2.74%) |   (4.28%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |         |  $42,062,054 |         |$120,071,434|
|    13a    |   N/A   |              |   N/A   |            |
|           |         |   (25.94%)   |         |  (74.06%)  |
|___________|_________|______________|_________|____________|

Kurtzman Carson solicited and tabulated ballots from the voting
"non-securities" creditors of the Debtors under the Plan that
hold:

  -- Class 6 2016 Notes Claims,
  -- Class 7 2009 Notes Claims,
  -- Class 8 2026 Notes Claims, and
  -- Class 13a Interests in Chemtura Corporation.

Epiq Bankruptcy solicited and tabulated ballots from the voting
"securities" creditors of the Debtors under the Plan that hold:

  -- Class 1 Prepetition Secured Lender Claims,
  -- Class 4a General Unsecured Claims Vs. Chemtura Corp.,
  -- Class 4b General Unsecured Claims Vs. Subsidiary Debtors,
  -- Class 5 Prepetition Unsecured Lender Claims,
  -- Class 10 Diacetyl Claims, and
  -- Class 11 Environmental Claims.

The Voting Results, along with other plan-related issues, will be
taken up by the Bankruptcy Court at the confirmation hearing
scheduled for September 16, 2010.

                         Plan Confirmable

In separate filings, Chemtura Corporation and its debtor
affiliates, the Official Committee of Unsecured Creditors, and
the Ad Hoc Committee of Bondholders each delivered to the U.S.
Bankruptcy Court for the Southern District of New York a
memorandum of law in support of confirmation of the Debtors'
Chapter 11 Plan of Reorganization.

"The Plan is the culmination of the Debtors' extraordinary
reorganization efforts, is the product of extensive good faith,
arm's-length negotiations between the Debtors and their primary
stakeholders, and will result in the restructuring of more than
$1.37 billion in prepetition obligations and the resolution of
myriad litigation and legacy liabilities," Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, counsel to the
Debtors, says.

More than 15,300 proofs of claim, asserting more than $24 billion
in liabilities, have been filed in the Debtors' Chapter 11 cases.
However, as a result of the Debtors' reconciliation efforts, more
than 8,300 claims have been expunged or altered, leading to a
total reduction in claims liability of more than $9.4 billion to
date, Mr. Cieri notes.

In addition to addressing all of the environmental liabilities,
the Plan also strengthens the Debtors' balance sheet through the
conversion of certain prepetition debt and claims to New Common
Stock, contributions to unfunded pension plans, and the
settlement   of many tort and environmental liabilities, Mr.
Cieri adds.  Upon the Plan's effective date, the Debtors will
have approximately $750 million in funded debt, or just over 50%
of the Debtors' prepetition funded debt obligations.

"Put simply, the Plan represents a significant achievement for
the Debtors' estates and all parties-in-interest in the Chapter
11 Cases," Mr. Cieri says.

When the Debtors commenced the Chapter 11 cases in March 2009,
they faced an unprecedented decline in liquidity that threatened
their viability as a going concern, Mr. Cieri reminds the Court.
He points out that it was only after more than 18 months of
effort that the Debtors are able to put forth the Plan that will,
if confirmed, provide a significant recovery to their
stakeholders while allowing the Debtors to emerge as stronger
reorganized entities.

On behalf of the Creditors' Committee, Daniel H. Golden, Esq,. at
Akin Gump Strauss Hauer & Feld LLP, in New York, relates that in
the approximately 17 months since the Debtors sought Chapter
11 protection, scores of achievements aimed toward preservation
of jobs and using estate resources to maximize asset value for
the benefit of stakeholders have been accomplished.  He notes
that the achievements include, among others:

   * the negotiation of settlements resolving approximately 375
     non-duplicative diacetyl-related claims and the
     establishment of a process to estimate the uninsured
     portion of unresolved diacetyl claims;

   * the negotiation of a settlement to resolve disputes related
     to insurance coverage for the Debtors' present and future
     diacetyl-related liabilities;

   * the negotiation of settlements with certain key federal and
     state governmental agencies regarding environmental
     obligations, which resolve the environmental issue of
     whether the Debtors' obligations at sites that they do not
     own or operate are dischargeable;

   * the resolution of a number of highly contested claims,
     including the disallowance of $9 billion in claims asserted
     by the Council for Education and Research on Toxics;

   * the divestiture of non-core assets;

   * the consummation of a refinancing of the Debtors'
     postpetition DIP financing, thereby increasing liquidity,
     obviating the need to incur costs and fees to extend the
     existing financing facility and allowing the Debtors to
     realize $9.3 million in savings; and

   * the implementation of a postpetition management and
     employee incentive plan that incentivized key executives
     and other vital employees to maximize value for all
     stakeholders.

The Creditors' Committee agrees that the resolution of the
complex legal and factual disputes in connection with the Plan
provides material benefits to the estates by, among other things,
avoiding the time, delay, uncertainty and expense of complex
litigation which would have severe negative consequences for the
Debtors and the value of their estates, Mr. Golden says.

Upon the Effective Date, the Reorganized Debtors will emerge from
Chapter 11 with a significantly de-levered capital structure and
improved operational capabilities, Mr. Cieri asserts.  He adds
that most importantly, by effectively restructuring hundreds of
millions of dollars in prepetition obligations and securing
the critical benefits of the settlements contemplated by the
Plan, including the global settlement, the Plan protects the
Chemtura Corp.'s more than 4,000 employees worldwide and will
preserve Chemtura's continued ability to operate as a leader in
the specialty chemicals industry.

The Debtors maintain that the Plan complies with all the
provisions of Section 1129 of the Bankruptcy Code and should be
confirmed.

The Creditors' Committee avers that the Plan is the best means
for the Debtors to emerge from Chapter 11 promptly while
maximizing stakeholder recoveries and complying with all
applicable provisions of Section 1129.

The only opponent to confirmation of the Plan is a well-
represented Official Committee of Equity Security Holders which
has spent the last nine months "market testing" and scouring the
financial markets for investments in and refinancing of the
Debtors' businesses, Richard L. Wynne, Esq., at Jones Day, in New
York, the Ad Hoc Committee's counsel, points out.  He notes,
however, that the Equity Committee has been entirely unsuccessful
in its efforts.

The Equity Committee, after months of trying to propound and fund
a feasible alternate Chapter 11 plan, with viable committed
funding, simply could not do so, Mr. Wynne contends.  He adds
that the Plan now presented to the Court is fully funded and has
the support of the vast majority of the creditor body.

Accordingly, the Ad Hoc Committee asks the Court to confirm the
Plan.

                       The Chapter 11 Plan

The Chapter 11 Plan incorporates the terms of a global settlement
reached among the Debtors, the Official Committee of Unsecured
Creditors, and an ad hoc committee of certain holders of notes
issued by the Debtors.

The Global Settlement, among other things, resolves issues
related to (i) the total enterprise value of the Debtors'
estates; (ii) the Debtors' underfunded pension obligations; and
(iii) the entitlement of certain of the Debtors' note issuances
to a makewhole premium or no-call payment as a result of the
satisfaction of the notes under the Plan.

The Plan is premised on a $2.050 billion total enterprise value
for Chemtura.  The Creditors' Committee, during the course of the
Chapter 11 proceedings, believes that the actual value of the
Debtors' estates may be less than $2.050 billion.  The Creditors'
Committee, however, also believes that as a whole, the Plan and
the settlements incorporated in the Plan are in the best
interests of unsecured creditors as they avoid significant, time-
consuming litigation for which the results would be uncertain;
and are projected to provide unsecured creditors with a full
recovery on account of allowed unsecured claims.

The key terms of the Global Settlement are:

  (a) The Debtors will make a one-time cash funding contribution
      of $50,000,000 in exchange for the Pension Benefit
      Guaranty Corporation's agreement not to pursue a PBGC-
      initiated termination of the Debtors' underfunded defined
      benefit plans.

  (b) The Plan resolves certain disputes arising from the
      indentures governing the Debtors' 6.875% unsecured notes
      due 2016 and the Debtors' 6.875% unsecured notes due 2026.
      The 2016 Notes indenture contains a makewhole provision
      that arguably entitles holders of the 2016 Notes to a
      premium in the event the 2016 Notes are repaid prior to
      their stated maturity.

  (c) The 2026 Notes indenture contains a no-call provision that
      prohibits the repayment of the 2026 Notes before their
      stated maturity.  Although the Debtors dispute whether
      either the makewhole premium or no-call damages are
      payable at this time, as part of the Global Settlement
      reached among the Parties, the makewhole premium will be
      allowed for $50,000,000 and no-call damages will be
      allowed for $20,000,000.  The amounts represent
      approximately 50% of the amounts that would be payable if
      the provisions were found to be applicable and enforceable
      in full.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.

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


CHEMTURA CORP: Several Parties Object to Plan Confirmation
----------------------------------------------------------
Several parties-in-interest made known to the Bankruptcy Court
that they oppose the confirmation of the Chapter 11 Plan of
Reorganization of Chemtura Corporation and its debtor affiliates.

The Opposing Parties include a committee of equity holders,
certain governmental agencies, taxing authorities, insurance
carriers, retirees, contract counterparties, and certain other
entities.

A. Insurance Companies

  In separate filings various insurance providers ask the Court
  not to confirm the Plan because it is not "insurance neutral."
  The Objecting Insurance Providers are:

  -- Allstate Insurance Company, as successor-in-interest to
     Northbrook Excess and Surplus Insurance Company;

  -- ACE American Insurance Company;

  -- The ACE Insurers;

  -- certain underwriters at Lloyd's London, certain London
     Market Insurance Companies and Great American Insurance
     Company; and certain London Market Insurance Companies;

  -- the Chartis Group of Companies composed of National Union
     Fire Insurance Company of Pittsburgh, PA; Insurance Company
     of the State of Pennsylvania; Illinois National Insurance
     Company; Lexington Insurance Company; Commerce & Industry
     Insurance Company; Chartis Specialty Lines; and American
     Home Assurance Company;

  -- Continental Insurance Company and Continental Casualty
     Company;

  -- Hartford Accident and Indemnity Company, New York
     Underwriters Insurance Company n/k/a Hartford Underwriters
     Insurance Company; Hartford Casualty Insurance Company;
     First State Insurance Company; Twin City Fire Insurance
     Company; Trumbull Insurance Company; and Pacific Insurance
     Company;

  -- Fire and Casualty Co.;

  -- Mt. McKinley Insurance Company f/k/a Gibraltar Casualty
     Company and Everest Reinsurance Company f/k/a Prudential
     Reinsurance Company; and

  -- the Travelers Indemnity Company, Travelers Casualty and
     Surety Company f/k/a The Aetna Casualty and Surety Company,
     St. Paul Fire and Marine Company, and the United States
     Fidelity & Guaranty Company.

  Allstate Insurance argues that the Plan Supplement should be
  clearly worded that the Northbrook policies were issued to
  Uniroyal and Witco and that those policies do not cover
  diacetyl-related claims.  Thus, to the extent that the Debtors
  or Reorganized Debtors seek coverage under the policies, they
  must comply with their contractual obligations under the
  policies, Northbrook tells the Court.

  ACE American Insurance Company points out that while the
  proposed Plan provides for the assumption of insurance
  policies, it still does not address the concomitant
  obligations that run between the parties, and certain of the
  provisions of the Plan potentially conflict with the terms and
  conditions of the ACE's policies and agreements.

  The ACE Insurers contend that confirmation of the Plan in its
  current form would make it more difficult for insurers to
  successfully defend themselves against insurance coverage
  claims, in the event of any dispute over the existence or
  scope of coverage for tort claims against the Debtors.

B. The Official Committee of Equity Security Holders and
  Fiduciary Counselors, Inc.

  The Equity Committee opposes confirmation of the Plan,
  however, its objection is not disclosed to the public.

  Pursuant to a sealing request, the Court granted the Equity
  Committee authority to file its confirmation objection under
  seal.

  Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom
  LLP, in New York, contended that the Equity Committee's
  Confirmation Objection contains and cites information,
  including deposition testimony, that has been designated by
  the Debtors and other parties as "confidential" pursuant to a
  prior agreement approved by the Court regarding the production
  and exchange of confidential information.

  Fiduciary Counselors joins in the Equity Committee's
  objection.

C. Investcorp Interlachen Multi-Strategy Master Fund Limited

  Investcorp asserts that the Court should deny confirmation of
  the Plan for these reasons:

   * The Plan is premised on a grossly low enterprise valuation
     that is contrary to the Debtors' actual reported
     performance and the market's objective valuation of the
     Debtors.

   * The Plan is not "fair and equitable" to current
     shareholders because Noteholders are recovering more than
     100% on account of their claims.

   * The Plan inappropriately vests Causes of Action in the
     Reorganized Debtors providing a further windfall to the
     Noteholders who will own the majority of the Reorganized
     Debtors' stock under the Plan.

   * The Plan fails to justify its ill-advised satisfaction or
     settlement of contingent and contested claims.

   * The Plan inequitably contemplates providing current
     management and certain employees with up to 11% of the
     Reorganized Debtors' common stock, more than double the New
     Common Stock available for distribution to all current
     shareholders if they accept the Plan, and multiples of what
     management currently owns of the Debtors.

   * The Debtors inappropriately provides releases to numerous
     non-Debtor parties.

   * The Plan subjects current shareholders to an inappropriate
     "carrot/stick" voting construct.

D. BASF Corporation, et al.

  These parties-in-interest argue that the Plan fails to
  adequately identify the Causes of Action, which seeks to
  eliminate rights of setoff, recoupment, counterclaim, cost
  recovery, or the right of a creditor to defend itself, with
  respect to any Causes of Action retained by the Reorganized
  Debtors:

  -- E.I. du Pont de Nemours and Company
  -- E. VanDeMark Chemical, Inc.
  -- BASF Corporation
  -- CIBA Corporation
  -- Lonza, Inc.
  -- Occidental Chemical Corporation
  -- The Dow Chemical Company
  -- Centrilift and Baker Petrolite Corporation

  Under the Plan, the Debtors identify potential Causes of
  Action, which the Reorganized Debtors seek to retain upon
  confirmation of the Plan.  The Parties, however, argue that
  that while the Plan proposes to preserve the Debtors' rights
  in the Causes of Action, a section of the Plan seeks to strip,
  as of the Effective Date, each holder of a Claim or Interest,
  from pursuing any and all claims, interests, obligations,
  rights, suits, damages, Causes of Action, remedies, and
  liabilities whatsoever.

  The Parties thus object to the Plan to the extent that it
  seeks to eliminate their right to setoff, recoupment,
  counterclaim, cost recovery, etc. with respect to any Causes
  of Action retained by the Reorganized Debtors.

  On behalf of Centrilift and Baker in particular, Harris D.
  Leinwand, Esq., in New York, notes that the Debtors filed a
  1,774-page supplement to the Plan but did not provide his
  clients with particularized notice even though his clients are
  mentioned a few times in the Supplement.  Centrilift and Baker
  specifically do not know the amount of the alleged potential
  claim for prepaid vendor payment to Centrilift by Great Lakes
  Chemical Corporation referred to on the Supplement.

  Mr. Leinwand asserts that Centrilift and Baker filed claims,
  which the Debtors objected to.  However, he also notes that a
  settlement has been reached with regard to the objections to
  the claims.  Centrilift and Baker were told the claims would
  finally be settled with a global settlement, Mr. Leinwand
  tells the Court.

  Against this backdrop, Centrilift and Baker proposes that the
  Plan Supplement be modified to release them or the Debtors
  waive any claims they have or might have against the Baker and
  Centrilift or do not reserve any claims against them;
  otherwise, the Plan should not be confirmed.

E. VIP Builders LLC

  VIP Builders argues that the Plan does not address the
  Debtors' residual obligations owed to contaminated site
  owners, like VIP, of so-called "legacy sites" that are subject
  to environmental decrees and pending litigation with state
  regulatory agencies.

  VIP has interests in a contaminated site at 688-700 Court, in
  Street Brooklyn, New York.

  Kevin J. Nash, Esq, at Goldberg Wepkrin Finkel Goldstein LLP,
  in New York, contends that VIP's claims are in limbo because
  being a non-government agency, VIP is not listed as an
  environment claimant, although VIP has filed various claims
  for indemnification based on the failure of Crompton
  Corporation to comply with a prior consent order issued by the
  New York Department of Environmental Corporation relating to
  the Court Street Property.

  Crompton was the previous owner of the Court Street Property.
  VIP bought the Court Street Property from Crompton in 2004.

  Mr. Nash notes that his client has been informed that the
  Debtors are close to finalizing a settlement with the New York
  DEC to assume all existing obligations under the DEC Consent
  Order.

  Accordingly, VIP asserts that the Plan should be modified to
  include the final settlement relating to the Court Street
  Property, as may be reached by the Debtors, the EDC, and VIP.

  If the Debtors or Reorganized Debtors do not assume full
  responsibility for all future remediation, then the Plan
  should be modified to provide that VIP will be classified as a
  Class 4(a) unsecured creditor, Mr. Nash contends.

F. Taxing Authorities

  The Texas Comptroller of Public Accounts, the State of
  Michigan Department of Treasury, and the Louisiana Department
  of Revenue ask the Court to deny confirmation of the Plan
  because it does not comply with Section 1129(a)(9)(c) of the
  Bankruptcy Code.

  Section 1129(a)(9)(c) provides that Each holder of an Allowed
  Priority Tax Claim due and payable on or before the Effective
  Date will receive, on the Distribution Date, at the option of
  the Debtors, one of these treatments: (1) Cash in an amount
  equal to the amount of the Allowed Priority Tax Claim; (2)
  Cash in an aggregate amount of the Allowed Priority Tax Claim
  payable in installment payments over a period of time not to
  exceed five years after the Petition Date; or (3) other
  treatment as may be agreed upon by the holder and the Debtors
  or otherwise determined upon an order of the Bankruptcy Court.

  Under the Plan, the Debtors propose to pay taxing authorities
  in installments; however, the Taxing Authorities note that the
  Plan fails to state the interval at which the installment
  payments will be made.

G. John J. Prior and the Uniroyal Retirees Group and Vincent A.
  Calarco

  John J. Prior and the Uniroyal Retirees Group note that they
  are engaged in an ongoing dispute with the Debtors concerning
  certain post-retirement welfare benefits.  They add that
  regardless of the eventual outcome of the parties' benefits
  dispute, the Uniroyal Retirees Group intends to assert, and
  its members wish to preserve, claims arising under both ERISA
  and State law on theories of breach of contract, fraudulent
  misrepresentation, fraudulent concealment, breach of fiduciary
  duty and age discrimination.

  Accordingly, the Uniroyal Retirees Group contends that the
  Plan cannot be confirmed since it includes certain release and
  injunctive provisions which may be read to prevent future
  pursuit of the claims.

  Vincent A. Calarco, the former chairman, president and chief
  executive officer of Crompton Corporation, the predecessor
  corporation to Chemtura Corporation, joins in the Uniroyal
  Retirees' objection.

H. James D. Lyon, the Chapter 7 Trustee for the estate of
  Computrex, Inc.

  The Computrex Inc. Chapter 7 Trustee seeks a modification of
  the Plan in relation to a $44,327 amount he seeks to be turned
  over to Computrex's estate.

  Computrex was placed into involuntary bankruptcy under Chapter
  7 of the Bankruptcy  Code in the U.S. Bankruptcy Court for the
  Eastern District of Kentucky on December 20, 2001.  The
  Computrex Chapter 7 Trustee was authorized to make an
  $3 million interim distribution to unsecured claimholders.  By
  the terms of the Interim Distribution Order, each unsecured
  claimholder was to be paid at a rate of approximately 10.91%
  of the total amount of their claim.

  Debtor Bio-Lab Inc. is of Computrex's unsecured claimholders.
  The Chapter 7 Trustee issued a check for $44,327 in October
  2005 but Bio-Lab asked him to reissue a check for the same
  amount, which he did.  A clerical error led to a third check
  for the same amount in February 2007.  Thus, Bio-Lab received
  twice the amount it should receive, the Chapter 7 Trustee
  asserts.

  In this light, the Chapter 7 Trustee notes that unless Bio-Lab
  agrees to turn over the $44,327 to the Computrex estate, the
  Plan is modified, or the matter is otherwise resolved, he is
  prepared to file an adversary  complaint against Bio-Lab
  seeking turnover of the $44,327.

                       The Chapter 11 Plan

The Chapter 11 Plan incorporates the terms of a global settlement
reached among the Debtors, the Official Committee of Unsecured
Creditors, and an ad hoc committee of certain holders of notes
issued by the Debtors.

The Global Settlement, among other things, resolves issues
related to (i) the total enterprise value of the Debtors'
estates; (ii) the Debtors' underfunded pension obligations; and
(iii) the entitlement of certain of the Debtors' note issuances
to a makewhole premium or no-call payment as a result of the
satisfaction of the notes under the Plan.

The Plan is premised on a $2.050 billion total enterprise value
for Chemtura.  The Creditors' Committee, during the course of the
Chapter 11 proceedings, believes that the actual value of the
Debtors' estates may be less than $2.050 billion.  The Creditors'
Committee, however, also believes that as a whole, the Plan and
the settlements incorporated in the Plan are in the best
interests of unsecured creditors as they avoid significant, time-
consuming litigation for which the results would be uncertain;
and are projected to provide unsecured creditors with a full
recovery on account of allowed unsecured claims.

The key terms of the Global Settlement are:

  (a) The Debtors will make a one-time cash funding contribution
      of $50,000,000 in exchange for the Pension Benefit
      Guaranty Corporation's agreement not to pursue a PBGC-
      initiated termination of the Debtors' underfunded defined
      benefit plans.

  (b) The Plan resolves certain disputes arising from the
      indentures governing the Debtors' 6.875% unsecured notes
      due 2016 and the Debtors' 6.875% unsecured notes due 2026.
      The 2016 Notes indenture contains a makewhole provision
      that arguably entitles holders of the 2016 Notes to a
      premium in the event the 2016 Notes are repaid prior to
      their stated maturity.

  (c) The 2026 Notes indenture contains a no-call provision that
      prohibits the repayment of the 2026 Notes before their
      stated maturity.  Although the Debtors dispute whether
      either the makewhole premium or no-call damages are
      payable at this time, as part of the Global Settlement
      reached among the Parties, the makewhole premium will be
      allowed for $50,000,000 and no-call damages will be
      allowed for $20,000,000.  The amounts represent
      approximately 50% of the amounts that would be payable if
      the provisions were found to be applicable and enforceable
      in full.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.

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


CHEMTURA CORP: Proposes to Establish Claims Distribution Reserves
-----------------------------------------------------------------
Chemtura Corp. and its units ask the U.S. Bankruptcy Court for
authority to establish two distribution reserves to address:

  (1) contingent, unliquidated, and disputed claims; and

  (2) disputed claims held by governmental units and arising out
      of environmental laws, orders and consent decrees.

The Debtors' Chapter 11 Plan of Reorganization contemplates the
creation of the Reserves to the extent the Claims become allowed
after the occurrence of the effective date of the Plan.

The Disputed Claims Reserve will permit interim distributions to
holders of undisputed and allowed claims as soon as practicable
after the Effective Date, while at the same time provide a
mechanism to make later distributions to holders of Disputed
Claims if and when those Claims are allowed, Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, notes.  Thus, to the
extent a Disputed Claim is not resolved as of the Effective Date
and becomes an Allowed Claim after the Effective Date,
distributions will be made on account of the Claims from the
Disputed Claims Reserve in the amount to which the holder  would
have been entitled pursuant to the Plan as of the Effective
Date.

More importantly, establishing the Disputed Claims Reserve does
not limit the ability of any creditor to prove the amount of its
Claim or to recover on the basis of that proven amount in
accordance with the Plan, subject to the overall limit of the
Disputed Claims Reserve, Mr. Cieri avers.

The Plan provides that holders of Disputed Claims that are deemed
Allowed after the Plan Effective Date will have recourse only to
the undistributed Cash and New Common Stock held in the Disputed
Claims Reserve to satisfy the Allowed Claims.

With regard to the Environmental Claims, the Plan contemplates
that distributions will be made to the holder of the Allowed
Environmental Claim from the Environmental Reserve equal to the
amount of its Allowed Environmental Claim to the extent that a
Disputed Environmental Claim is not subject to a negotiated
settlement as of the Plan Effective Date and becomes an Allowed
Environmental Claim after the Effective Date.

The Debtors' claims agent has compiled and maintains a register
of all Claims filed against all the Debtors.  Claims asserted
against the Debtors total 15,356, asserting about $24 billion in
liabilities.  Of the Claims, approximately 60 claims are
Environmental Claims, which assert $32.8 million in the
aggregate, plus unliquidated amounts asserted to be in excess of
$2 billion.

Mr. Cieri tells the Court that as a result of the Debtors'
reconciliation efforts, more than 8,300 Claims have been expunged
or altered, totaling a reduction in the asserted Claims of more
than $9.4 billion.  In addition, the Debtors expect that more
than 3,000 Claims, totaling over $14 billion, will be resolved
pursuant to the Plan, pending settlement agreements and the
Debtors' assumption of relevant contracts.

The Debtors have deemed approximately 1,380 Claims as Allowed.
They are also actively reviewing their Claims Register and expect
that a number of additional Disputed Claims will similarly be
deemed allowed, Mr. Cieri notes.  He adds that excluding Claims
subject to pending settlement agreements, Claims resolved
pursuant to provisions of the Plan, Environmental Claims and
Diacetyl Claims, there remain approximately 2,250 Disputed Claims
that assert $468 million in the aggregate.  The Debtors seek to
establish the Disputed Claims Reserve to resolve those Disputed
Claims.

For Environmental Claims, the Debtors expect to resolve about 20
of the Environmental Claims by the Confirmation Hearing date for
approximately $31.5 million.  They also expect to have finalized
settlement agreements pending Court approval for nearly all of
the remaining Environmental Claims.

The Debtors propose to establish the Environmental Reserve for
the Environmental Claims that will be unresolved as of the
Confirmation Hearing, including those Environmental Claims that
will be subject to filed settlements pending Court approval and
those that remain subject to documentation, based on either the
agreed upon amount with the claimant or, if no agreement in
principle exists, the Debtors' reasonable high-end estimate of
their potential liability developed in consultation with the
Debtors employed environmental liability assessment experts at
Woodard & Curran.

Consistent with the Debtors' agreement with the EPA, the Debtors
propose to place agreed upon amounts for which there is a
settlement filed with the Court before the Effective Date in
separate, segregated, reserves within the Environmental Reserve,
which will be disbursed following a separate order of the Court
approving the proposed settlements or otherwise directing
distribution of reserved amounts.

The Debtors intend that all parties to a settlement pending Court
approval will be entitled to a full reservation of their rights
as to the value of their asserted Claims in the event the
settlement is not approved; provided, however, that any recovery
from the Debtors on account of the Claims will be capped at the
amount set in the Reserves.

Against this backdrop, the Debtors seek the Court's authority to
establish the Environmental Reserve for $35,997,651 and the
Disputed Claims Reserve amount for approximately $47,850,000.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.

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


CHEMTURA CORP: Canadian Unit Obtains CCAA Stay
----------------------------------------------
Chemtura Canada Co./Cie sought and obtained an order on
August 11, 2010, from the Ontario Superior Court of Justice
(Commercial List):

  -- recognizing the proceeding commenced by Chemtura Canada on
     August 8, 2010, in the U.S. Bankruptcy Court for the
     Southern District of New York as a "foreign main
     proceeding" for the purposes of Sections 46 to 55 of the
     Companies' Creditors Arrangement Act, as amended; and

  -- granting a stay of any claims, rights, liens or proceedings
     against or in respect of Chemtura Canada in Canada.

The Initial Recognition Order issued by the Canadian Court
appointed Alvarez & Marsal Canada Inc. as information officer for
the purpose of reporting to the Canadian Court on the U.S.
Proceedings and responding to creditor inquiries.

The purpose of CCAA Proceeding is to allow Chemtura Canada to
address certain claims relating to alleged injury from exposure
to diacetyl, a food additive that was previously manufactured by
Chemtura Canada.  Chemtura Canada intends to carry on its
operations and meet its obligations, other than diacetyl-related
claims, in the ordinary course of business during the CCAA
Proceeding.

Chemtura Canada provided notice of the Initial Recognition Order
to all of its known creditors located in Canada having claims of
more than $1,000.

                      Stay of Proceedings

The Honorable Mr. Justice Morawetz of the Canadian Court ruled
that for so long as Chemtura Canada's U.S. Proceeding is
continuing, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
Chemtura Canada or affecting Chemtura Canada's business or
property.

During the CCAA Stay Period, no person is allowed to discontinue,
interfere with, terminate or cease to perform any right or
agreement in favor of or held by Chemtura Canada, except with the
written consent of the Applicant and its monitor, Alvarez and
Marsal.  All persons having oral or written agreements with
Chemtura Canada for the supply of goods or services are
restrained from discontinuing or interfering with the supply of
those goods or services.

No Proceeding may be commenced or continued against any of
Chemtura Canada's former, current or future directors or officers
with respect to any claim against them that arose before the CCAA
Petition Date.

Mr. Justice Morawetz also directs Chemtura Canada to
indemnify its directors and officers from all claims and
charges relating to their failure to make payments on future
wages, which the D&O sustain or incur in relation to their
capacities as directors and officers.

                   U.S. Orders Made Applicable

The Canadian Court also rules that these orders entered by the
U.S. Court on August 9, 2010, are recognized and enforced
pursuant to Section 49 of the CCAA:

  1. Order appointing Chemtura Canada as its own foreign
     representative in respect of any foreign proceedings;

  2. Order authorizing Chemtura Canada to satisfy or honor all
     non-Diacetyl Claims;

  3. Order (i) allowing Chemtura Canada to continue its exiting
     cash management system, bank accounts and business forms;
     (ii) granting postpetition intercompany claims
     administrative expense priority; and (iii) authoring
     continued intercompany arrangements;

  4. Order deeming all diacetyl proofs of claim filed against
     Chemtura Corp. as filed against Chemtura Canada; and

  5. Order fixing dates and deadlines related to confirmation of
     the Chapter 11 Plan and approving plan solicitation
     procedures.

                        Professional Fees

The Canadian Court rules that the accounts of Chemtura Canada's
counsel, Goodman LLP, will be approved by the U.S. Court, as may
be directed by that Court.

The Information Officer and counsel to the Information Officer
will be paid their reasonable fees and disbursements by Chemtura
Canada as part of the costs of the CCAA Proceedings.

In particular, Chemtura Canada is authorized to pay Osler, Hoskin
& Harcourt LLP, counsel to the Information Officer, a $75,000
retainer to be held by Osler as security for payment of its fees
and disbursements from time to time.

                        Cash Flow Forecast

In connection with the CCAA Proceeding, Chemtura Canada, with the
assistance of management and its advisors, prepared a 13-week
cash flow forecast for the period from August 1, 2010 through
October 31, 2010.

The Cash Flow Forecast indicates that Chemtura Canada's cash
balance on August 1, 2010 was approximately $9 million.  The
total estimated cash inflows and cash outflows during the Cash
Flow Period are $52.6 million and $53.2 million, respectively,
for net cash outflows of $0.6 million.

In order to maintain a cash cushion of $3 million, the Cash Flow
Forecast contemplates a short-term borrowing of approximately
$2.3 million during October 2010, which amounts are forecast to
be repaid within the Cash Flow Period.

The Cash Flow Forecast shows that Chemtura Canada will continue
to pay its trade, intercompany and other non-diacetyl related
creditors in the ordinary course of business during the Chemtura
Canada Chapter 11 case and CCAA Proceeding.

The Information Officer expects that Chemtura Canada will have
sufficient liquidity to meet its ongoing obligations during the
Chapter 11 case and the CCAA Proceeding.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.

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


CHEMTURA CORP: HFM Diacetyl Claims Settlement Approved
------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber approved Chemtura Corp.'s
settlement agreement with Humphrey Farrington & McClain P.C., with
respect to the resolution of certain diacetyl-related claims.

With the exception of the contribution claim of Citrus & Allied
Essences, Ltd., against (i) Chemtura Canada Co./Cie in connection
with Charles and Natoma Campbell, and (ii) Chemtura Corp. and
Chemtura Canada in connection with Gerardo Solis, Jerry Blaylock,
and Deborah Blaylock, the Debtors are discharged from liability
for contribution claims relating to, or arising from, the HFM
Diacetyl Claimants' diacetyl-related injuries pursuant to state
joint tortfeasor contribution laws with respect to those HFM
Diacetyl Claimants who provide a release to Chemtura Corp. and
Chemtura Canada in accordance with the Agreement.

Pursuant to the Court's order, all third parties are barred from
raising contribution claims against Chemtura Corp. or Chemtura
Canada.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the HFM Diacetyl Claims are temporarily allowed by the
Court for purposes of voting on the Plan.

The Chemtura-HFM Agreement resolves:

  (i) 15 pending lawsuits brought against the Debtors and
      Chemtura Canada by plaintiffs represented by the Humphrey
      Farrington Firm who alleged injuries related to exposure
      to the chemical, diacetyl; and

(ii) 347 diacetyl-related proofs of claim filed by the HFM
      Diacetyl Claimants in response to the Debtors'
      comprehensive noticing of the October 30, 2009 Bar Date.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
reveals that the Agreement eliminates claims against the Debtors'
estates that, based on expert analysis, pose a risk of liability
that could exceed $150,000,000, not including defense costs,
while allowing the Debtors to focus their attention and resources
on confirming their proposed plan of reorganization and emerging
from Chapter 11.  He adds that the Agreement will also
substantially reduce the value of the diacetyl claims asserted by
corporate entities for indemnification and contribution by
operation of various state joint "tortfeasor statutes" because
the claims are based in substantial part on claims brought by the
HFM Diacetyl Claimants.

The Agreement calls for a total payment of $50,000,000, of which
a portion is expected to be reimbursed by insurance, in order to
resolve liabilities that could be several times greater than the
settlement amount.

The salient terms of the Agreement are:

  a. Settlement Effective Date:  The Agreement will be effective
     upon the satisfaction of several conditions precedent,
     including (i) that each of the HFM Diacetyl Claimants has
     approved and accepted the Agreement, and (ii) that the
     Debtors' plan of reorganization has been confirmed by the
     Bankruptcy Court and has become effective.

  b. Payment of the Settlement Amount:  Within 10 days after the
     Settlement Effective Date, Chemtura Corp. or Chemtura
     Canada will pay the settlement amount -- tagged at
     $50,000,000 if all of the HFM Diacetyl Claimants accept the
     settlement and execute the requisite release agreement --
     into an escrow account designated by the Humphrey
     Farrington Firm, which will be administered by a trustee
     appointed by the Firm.

  c. Settlement Criteria:  Before any portion of the settlement
     amount is paid to an Accepting HFM Diacetyl Claimant, the
     Accepting HFM Diacetyl Claimant must provide these
     information to a trustee appointed by the Humphrey
     Farrington Firm to administer the liquidation of the HFM
     Diacetyl Claims:

        -- An affidavit signed by the HFM Diacetyl Claimant
           indicating the places at which and time periods
           during which that Claimant alleges exposure to
           Diacetyl or any product, including butter flavoring,
           that contains Diacetyl manufactured, distributed, or
           sold by Chemtura Corp. or Chemtura Canada, and the
           employment positions held by that Claimant for each
           time period;

        -- Evidence that Diacetyl manufactured, distributed, or
           sold by Chemtura Corp. or Chemtura Canada was used or
           present at one or more of the places during the time
           periods identified by a HFM Diacetyl Claimant in
           the affidavit prepared; and

        -- A medical affidavit from a licensed physician
           including, at a minimum, these conclusions:

              * the FEV1 score for the HFM Diacetyl Claimant;

              * the lung capacity of the HFM Diacetyl Claimant
                is impaired; and

              * the HFM Diacetyl Claimant's exposure to Diacetyl
                caused or contributed to the HFM Diacetyl
                Claimant's lung capacity impairment.

  d. Liquidation of the HFM Diacetyl Claims:  The HFM Diacetyl
     Claims will be resolved and liquidated in accordance with a
     liquidation matrix set under the Agreement.  The HFM
     Trustee will administer the processing of the HFM Diacetyl
     Claims, evaluate the settlement criteria submitted by the
     HFM Diacetyl Claimants, and make pro rata distributions to
     each HFM Diacetyl Claimant from the escrow.

  e. Release:  The Humphrey Farrington Firm agrees on behalf of
     itself and of each Accepting HFM Diacetyl Claimant that
     payment of the Settlement Amount fully satisfies and
     resolves the HFM Diacetyl Claims held by the Accepting HFM
     Diacetyl Claimants and any Derivative Diacetyl Claims that
     are derivative of the HFM Diacetyl Claims held by the
     Accepting HFM Diacetyl Claimants.  In addition, before
     making a pro rata distribution of the settlement amount to
     an Accepting HFM Diacetyl Claimant, the Humphrey Farrington
     Firm will obtain a separate release and indemnity agreement
     from that Accepting HFM Diacetyl Claimant and submit that
     release and indemnity agreement to Chemtura and the Chartis
     Insurers.

  f. Resolution of Litigation and Certain Bankruptcy
     Proceedings:  Within two business days after the Humphrey
     Farrington Firm provides written certification that the
     terms of Section 4.1(a) and 4.1(b) of the Agreement, have
     been satisfied, the Debtors will use commercially
     reasonable efforts to obtain a stay from the Bankruptcy
     Court of the portion of the estimation hearing proceedings
     that pertains to the HFM Diacetyl Claims held by the
     Accepting HFM Diacetyl Claimants.  Within two business days
     after the Settlement Amount is paid, the Accepting HFM
     Diacetyl Claimants will file in the pending HFM Diacetyl
     Lawsuits the required notices, stipulations, or motions to
     dismiss with prejudice any of their HFM Diacetyl Claims
     against the Chemtura-Protected Parties.

  g. Plan Support and Voting:  Effective immediately upon entry
     of the Approval Order, the HFM Diacetyl Claims of the
     Accepting HFM Diacetyl Claimants will be temporarily
     allowed solely for purposes of voting to accept or reject
     the Plan in the amounts set forth in the Liquidation Matrix
     as of the date of the Approval Order.  In addition, each of
     the Accepting HFM Diacetyl Claimants agrees not to oppose
     confirmation of the Plan.

Mr. Cieri relates that because the HFM Diacetyl Claims represent
more than 90% of the total number of Diacetyl Claims, the
settlement of the HFM Diacetyl Claims will free up substantial
amounts of the Debtors' time, money, and attention currently
devoted to resolving the Diacetyl Claims and Lawsuits and may
facilitate the consensual resolution of the remaining Diacetyl
Claims on the same terms.

A full-text copy of the Chemtura-HFM Diacetyl Claims Settlement
is available for free at:

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

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.

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


CLOPAY AMES: Moody's Upgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Clopay Ames True Temper Holding
Corp.'s corporate family rating and probability of default rating
to B1 from B2.  The upgrade reflects the additional $100 million
cash injection and an equal reduction in debt issuance in
connection with the acquisition of Ames True Temper.  Under the
new proposed capital structure, the asset based revolving credit
facility will be reduced by $25 million to $125 million with a
$25 million drawdown at closing and the senior secured term loan
facility will be reduced from $500 million to $375 million.  In
addition to the CFR and PDR upgrades, the ABL was upgraded to Ba1
from Ba2 and the senior secured term loan facility was upgraded to
B1 from B2.  The rating outlook is stable.

Moody's upgraded these ratings (LGD assessment revised):

* Corporate Family rating to B1 from B2;

* Probability of Default rating to B1 from B2;

* $125 million asset based revolving credit facility due 2015 to
  Ba1 (LGD2, 10%) from Ba2 (LGD1, 9);

* $375 million first lien senior secured term loan due 2016 to B1
  (LGD4, 53%) from B2 (LGD4, 54)

                        Ratings Rationale

The upgrade reflects a significant reduction in total debt used to
finance the acquisition and the related improvement in credit
metrics.  Moody's projects pro forma adjusted total debt to EBITDA
for fiscal year-end 2010 at 3.8x verses previously estimated
leverage of 4.6x.

Proceeds from the $400 million of debt financing at close, along
with $196 million in cash will be used to finance the July 19,
2010 announced acquisition of Ames True Temper (B3, Stable) for a
total purchase price of $542 million.

The existing ratings on Ames True Temper are expected to be
withdrawn upon closing of the transaction.

The ratings assigned to Clopay are conditioned upon the closing of
the acquisition and the review of final documents.

Clopay's B1 corporate family rating reflects its relatively modest
revenue size within each of its operating segments, adequate
leverage metrics for the rating category and high concentration of
sales among its top 5 customers in each of the business lines.
The rating is supported by Clopay's leading market position in
many of its product segments and Moody's expectation of moderate
free cash flow and adequate liquidity over the next year.  Moody's
believe the proposed acquisition will diversify Clopay's revenues
away from the more volatile building products segment.

The stable outlook reflects Moody's view that the company will
face minimal integration issues with Ames True Temper, while
sustaining credit metrics that are adequate for the B1 rating
category.

If the company can show material growth in revenue and
profitability over the next year while maintaining sustainable
leverage in the 3 times range, an outlook change to positive could
be considered.

The ratings could face downward pressure if revenues and
profitability materially weaken over the medium term such that
leverage reaches about 5 times.  The rating could also be
downgraded if the company undertook further debt financed
acquisitions that materially increased leverage.

Clopay Ames True Temper Holding Corp., a subsidiary of Griffon
Corporation, is a leading manufacturer of both residential garage
doors, as well as a diverse producer of specialty plastic films
and laminates for hygienic, healthcare and industrial end uses.

Ames True Temper, Inc., is the leading North American manufacturer
and marketer of non-powered lawn and garden tools and accessories.
Ames reported LTM sales of $437 million as of July 3, 2010.  Pro
forma net sales for the combined company were $1.29 billion for
the twelve months ended June 30, 2010.


CLYDE CALLAHAM: Court Fixes October 15 as Claims Bar Date
---------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington has established October 15, 2010,
as the last day for any individual or entity to file a proof of
claim against, or equity security in, Clyde David Callaham.

Camas, Washington-based Clyde David Callaham -- aka Lisa Jo
Callaham and/or Zahler, C. David Callaham, Dave Callaham, David
Callaham, and Clyde Callaham -- filed for Chapter 11 bankruptcy
protection on July 30, 2010 (Bankr. W.D. Wash. Case No. 10-46294).
John D. Nellor, Esq., at Nellor Retsinas Crawford PLLC, assists
the Debtor in his restructuring effort.  The Debtor disclosed
$17,322,750 in assets and $11,635,191 in liabilities as of the
Petition Date.


CLYDE CALLAHAM: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Clyde David Callaham filed with the U.S. Bankruptcy Court for the
Western District of Washington his schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,579,698
  B. Personal Property           $13,743,052
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $11,221,172
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $414,019
                                 -----------      -----------
        TOTAL                    $17,322,750       $11,635,191

Camas, Washington-based Clyde David Callaham -- aka Lisa Jo
Callaham and/or Zahler, C. David Callaham, Dave Callaham, David
Callaham, and Clyde Callaham -- filed for Chapter 11 bankruptcy
protection on July 30, 2010 (Bankr. W.D. Wash. Case No. 10-46294).
John D. Nellor, Esq., at Nellor Retsinas Crawford PLLC, assists
the Debtor in his restructuring effort.  The Debtor estimated his
assets and debts at $10 million to $50 million in his Chapter 11
petition.


CLYDE CALLAHAM: Taps Nellor Retsinas as Bankruptcy Counsel
----------------------------------------------------------
Clyde David Callaham asks the U.S. Bankruptcy Court for the
Western District of Washington for permission to employ The Law
Office of Nellor Retsinas Crawford, PLLC, as counsel.

The firm will, among other things:

   a) advise the Debtor as to its options for financial relief;

   b) prepare and file the petition, schedules, statements, and
      other documents and instruments as required to commence a
      Chapter 11 case; and

   c) represent the Debtor in the Chapter 11 case until the time
      as counsel for the Debtor In Possession is appointed or
      approved.

John David Nellor, assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Nellor can be reached at:

     John David Nellor, Esq.
     THE LAW OFFICE OF NELLOR RETSINAS CRAWFORD, PLLC
     1201 Main Street
     P.O. Box 61918
     Vancouver, WA 98666
     Tel: (360) 695-8181

                    About Clyde David Callaham

Camas, Washington-based Clyde David Callaham -- aka Lisa Jo
Callaham and/or Zahler, C. David Callaham, Dave Callaham, David
Callaham, and Clyde Callaham -- filed for Chapter 11 bankruptcy
protection on July 30, 2010 (Bankr. W.D. Wash. Case No. 10-46294).
The Debtor disclosed $17,322,750 in assets and $11,635,191 in
liabilities as of the Petition Date.


COLONIAL BANCGROUP: FDIC Appeals Denial of $905-Mil. Claim
----------------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
has appealed a bankruptcy judge's decision to deny its claim that
Colonial BancGroup Inc. owes the federal insurer some $905 million
as a result of prepetition capital shortfalls.  Law360 says the
FDIC filed a notice of appeal Monday in the U.S. Bankruptcy Court
for the Middle District of Alabama, challenging a Sept. 1 ruling
by Judge Dwight H. Williams.

Colonial BancGroup won a major victory over the FDIC when the
bankruptcy judge in Montgomery, Alabama, ruled on Aug. 31 that
Colonial hadn't made an enforceable agreement to make up a
$905 million capital deficiency at its bank unit, which was taken
over by the FDIC.  Judge Dwight H. Williams Jr. ruled against the
FDIC in connection with the series of agreements signed by the
holding company with the Federal Reserve where the bank was
compelled to increase its capital.  Judge Williams concluded that
the language in the underlying agreements didn't comply with the
definitions in 11 U.S.C. Sec. 365(o), which compels a company in
bankruptcy to cure any deficit under "any commitment by the debtor
to a federal depository institutions regulatory agency" related to
the maintenance of capital.

                     About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in
its restructuring effort.  In its schedules, the Debtor disclosed
$45 million in total assets and $380 million in total liabilities
as of the Petition Date.


COLONIAL BANCGROUP: FDIC Tax Refunds Dispute to be Heard Nov. 4
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colonial BancGroup Inc. and the Federal Deposit
Insurance Corp. will have oral argument before the bankruptcy
judge on November 4 over the dispute as to who owns tax refunds.
Briefs are due Oct. 25.  Under an arrangement approved this month,
both the Colonial holding company and the FDIC can apply for tax
refunds. The money will be held in escrow until there's a final
ruling on whether the holding company or the FDIC, as receiver for
the failed bank subsidiary, is entitled to the refunds.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in
its restructuring effort.  In its schedules, the Debtor disclosed
$45 million in total assets and $380 million in total liabilities
as of the Petition Date.


COLONIAL REALTY: Moody's Affirms 'Ba1' Senior Debt Rating
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Colonial Realty
Limited Partnership (senior debt at Ba1) and Colonial Properties
Trust (preferred stock at Ba2).  The outlook was revised to stable
from negative.

The ratings affirmation with a stable outlook reflects Colonial's
progress in improving its leverage metrics by raising equity,
exiting joint ventures and retiring the associated debt,
repurchasing unsecured notes to extend its debt maturity profile,
as well selling assets.  In addition, these actions in 2009
through 1H2010 solidified the REIT's near-term liquidity and
improved its cash flow metrics.

Colonial's effective leverage (debt plus preferred equity as a
percentage of gross assets) decreased to 51% at 2Q10 compared to
55% at YE2008.  Net debt to recurring EBITDA improved to 9.4X from
10.1X for the same period and is expected to improve further as a
result of the nascent recovery in multi-family fundamentals.
Fixed charge coverage improved to 1.7X at 2Q10 from 1.5X at
YE2008.  This metric will increase from improving fundamentals but
more immediately from the REIT's recent redemption of its 8-1/8%
preferred stock.  Colonial's debt maturities are manageable
through 2011 with only $110 million maturing (inclusive of joint
venture debt), and the REIT has adequate availability on its bank
line to cover these obligations.  Moody's notes that secured debt
has increased significantly to 18% of gross assets at 2Q10 from 3%
at YE2008, but the REIT still maintains a large unencumbered asset
base.  The stable outlook also reflects that portfolio occupancy
remains strong, despite its fixed charge coverage and net debt to
EBITDA ratio still being pressured by weak operating fundamentals.

Moody's stated that an upgrade would be predicated upon a
reduction in leverage with net debt to recurring EBITDA at or less
than 8.0X, fixed charge coverage at or over 2.0X on a sustained
basis, and secured debt no higher than existing levels.  In
addition, the REIT would need to have ample cushion in its debt
covenants and maintain development at or below 10% of gross
assets.  A rating downgrade would result should net debt to
recurring EBITDA exceed 10X on a sustained basis, fixed charge
coverage be at or below 1.5X on a sustained basis, or should the
REIT have difficulty in meeting its funding requirements over the
near-term.

These ratings were affirmed with a stable outlook:

* Colonial Properties Trust -- preferred stock at Ba2; senior
  unsecured debt shelf at (P)Ba1; subordinated debt shelf at
  (P)Ba2; and preferred shelf at (P)Ba2

* Colonial Realty Limited Partnership -- senior unsecured debt at
  Ba1; senior unsecured medium term notes at Ba1; senior unsecured
  debt shelf at (P)Ba1; and subordinated debt shelf at (P)Ba2

Moody's last rating action with respect to Colonial Properties was
on March 24, 2009, when Moody's downgraded the senior debt ratings
of Colonial Properties Limited Partnership to Ba1 from Baa3 and
the preferred stock ratings of Colonial Properties Trust to Ba2
from Ba1.  The ratings outlook was negative.

Colonial Properties Trust is a REIT based in Birmingham, Alabama,
USA, that focuses on the multifamily property sector, and owns and
manages properties located in the Sunbelt states.  At June 30,
2010, the REIT had $3.2 billion in book assets and $1.3 billion in
book equity.


CORUS BANKSHARES: Owner Seeks to Keep Control of Bankruptcy Case
----------------------------------------------------------------
American Bankruptcy Institute reports that the former owner of
Corus Bank is seeking to keep a grip on its bankruptcy case as it
continues to spar with the Federal Deposit Insurance Corp. over
the rights to more than $250 million in tax refunds stemming from
the bank's collapse.

                       About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., closed
September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company filed for Chapter 11 bankruptcy protection on June 15,
2010 (Bankr. N.D. Ill. Case No. 10-26881).  Kirkland & Ellis LLP's
James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey
W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel.
Kinetic Advisors is the Company's restructuring advisor.  Plante &
Moran is the Company's auditor and accountant.  Kilpatrick
Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and
Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld,
Esq., and Nicholas M. Miller, Esq., represent the official
committee of unsecured creditors.  As of June 15, 2010, the
Company listed $314,145,828 in assets and $532,938,418 in
liabilities.


DAYTON SUPERIOR: Acquires Unitex Chemical's Assets
--------------------------------------------------
Dow Jones' DBR Small Cap reports that Dayton Superior Corporation
has acquired the assets of Unitex Chemicals, which makes concrete
construction and repair chemicals.

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company December 31,
2004.

The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had less than $300 million in
assets and debts in excess of $400 million as of the filing.

Dayton Superior emerged from Chapter 11 bankruptcy protection
effective October 26, 2009, pursuant to a Plan of Reorganization
approved by the Bankruptcy Court on October 14, 2009. In
conjunction with the Plan, Dayton Superior closed its $110 million
exit financing facility and new $100 million term loan.


DENNY'S INC: Moody's Assigns 'B1' Rating on $50 Mil. Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Denny's Inc.'s
proposed $50 million senior secured revolving credit facility and
$250 million senior secured term loan.  In addition, Moody's
affirmed Denny's Holdings, Inc.'s B2 Corporate Family Rating and
Probability of Default Rating.  The outlook is stable.  Ratings
are subject to receipt and review of final documentation.

                        Ratings Rationale

Proceeds from the bank credit facility will be used to re-finance
Denny's existing senior secured 1st lien bank credit facility and
the $175 million senior unsecured notes at DHI.  Upon successful
completion of the company's re-financing Moody's will re-assign
its CFR, PDR, outlook, and speculative grade liquidity ratings to
Denny's Corporation from DHI and withdraw all ratings at DHI.

"The affirmation of DHI's B2 CFR reflects Denny's high leverage
and modest coverage metrics, as well as weak consumer demand
trends and the company's high level of senior management
turnover," stated Bill Fahy, Senior Analyst at Moody's.  "The
ratings are supported by Denny's reasonable level of brand
awareness in its core markets, meaningful scale with approximately
1,550 units, and adequate liquidity", added Mr. Fahy.

The stable outlook reflects Moody's view that Denny's will
maintain a level of operating performance and debt protection
measures that are appropriate for its ratings, and that the
company's liquidity will remain adequate.

Factors that could result in an upgrade include a steady
deceleration in negative same store sales trends and stronger
operating performance that results in a sustained improvement in
debt protection metrics.  Specifically, a higher rating would
require debt-to-EBITDA of under 5.0 times, EBITA coverage of
interest of above 1.5 times, positive free cash flow, and adequate
liquidity on a sustained basis.  A higher rating would also
require the establishment of a stable and effective management
team to address its weak same store sales and boost its brand
image.

Factors that could result in a downgrade include a prolonged
deterioration in operating performance or higher adjusted debt
levels that result in a weakening in debt protection metrics.
Specifically, a downgrade could occur if debt-to-EBITDA approached
6.5 times or EBITA coverage of interest fell to around 1.0 time.
Deterioration in liquidity could also place downward pressure on
the ratings.

Denny's Inc.

New ratings assigned:

* $50 million senior secured revolver due 2015, at B1 (LGD 3, 40%)

* $250 million senior secured term loan B due 2016, at B1 (LGD 3,
  40%)

Ratings affirmed and point estimates adjusted are;

Denny's Holdings Inc.

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $175 million, 10% guaranteed senior unsecured notes due
  October 1, 2012 rated Caa1 (LGD 5, 79%)

* SGL-3 Speculative grade liquidity rating.

Denny's Inc.

* $50 million senior secured revolving credit facility, due
  12/15/2011 at Ba2 (LGD 2, 12%)

* $260 million senior secured term loan, due 3/31/2012 at Ba2 (LGD
  2, 12%)

* $40 million senior secured letter of credit facility, due
  3/31/2012 at Ba2 (LGD 2, 12%)

The most recent rating action on Denny's occurred on April 21,
2009, when the ratings were lowered -- Corporate Family and
Probability of Default ratings to B2 from B1.

Denny's Holdings, Inc., headquartered in Spartanburg, South
Carolina, owns, operates and franchises full-service family dining
restaurants.  Annual revenues are approximately $600 million.


DUQUESNE LIGHT: Moody's Assigns 'Ba1' Rating on Senior Notes
------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Duquesne
Light Holding's planned offering of new senior unsecured notes.
At the same time Moody's affirmed the ratings and stable outlooks
of Duquesne Light Holdings, Inc., and its regulated electric
utility subsidiary, Duquesne Light Company.

Ratings assigned include

-- Duquesne Light Holdings senior unsecured notes due 2020, Ba1;
    stable outlook

Ratings affirmed include:

-- Duquesne Light Holdings, all senior unsecured, Ba1; stable
    outlook

-- Duquesne Light Company, all senior secured, A3; stable outlook

-- Duquesne Light Company, Issuer Rating at Baa2; stable outlook

-- Duquesne Light Company, all preferred stock at Ba1; stable
    outlook

                        Ratings Rationale

DLH's senior unsecured rating of Ba1 reflects the benefits of
ownership of DLC but also considers the significant amount of debt
that resides at the parent holding-company level as well as its
structural and contractual subordination to debt at DLC.  DLH's
dependence on cash flows from DLC to service debt and pay equity
distributions to investors is also a significant consideration in
the rating.  In terms of credit metrics DLH's recent operating
results continue to remain appropriate for the Ba1 rating
category.

DLC is the core of DLH's earnings and cash flow and its unsecured
issuer rating of Baa2 reflects the company's solid credit metrics
and relatively stable, regulated business model.  DLC is regulated
by FERC and at the state level by the Pennsylvania Public Utility
Commission, a jurisdiction considered to be generally credit
supportive.  The rating also considers DLC's obligations as a
provider of last resort in Pennsylvania, a de-regulated state open
to retail electric competition.

On May 20, 2010, the Pennsylvania Public Utility Commission
approved DLC's plan to provide fixed-price default service to
residential customers for the period Jan-2011 through May-2013.
Unlike other pure transmission and distribution utilities, DLC
continues to retain an element of risk with the new POLR V plan as
power supply is not a direct pass-through and the company must
carefully hedge its obligations though the POLR period.
Additionally, to the extent power prices decline the company is
subject to "switching risk" given customer choice availability in
PA.  Additionally, Moody's observe that on July 20, 2010, DLC
filed its first rate case since 2007; requesting an increase in
distribution rates of $87.3 million (9.77 percent increase).

The notching differential between DLH and DLC continues to reflect
the significant level of parent holding-company debt, and the
structural and contractual subordination to debt at the company's
core regulated electric utility operating subsidiary, DLC, and
DLH's primary dependence on cash flows from DLC.  Debt at the
holding company (approximately 75% of consolidated debt at
June 30, 2010) will continue to be structurally and contractually
behind the secured debt at DLC, where approximately 70% of the
cash from operations was generated in 2009.

The company's liquidity is acceptable.  On a consolidated basis,
the company maintains bank lines at the parent ($200 million) and
operating company level ($75 million).  However, somewhat
potentially restrictive is that the revolving facilities both
contain material adverse event clauses for any draw-downs (both
expire May 31, 2012).  Moody's note that the parent has, in the
past, made intercompany advances to the operating company and
given the flexibility with respect to dividend policy Moody's look
towards the consolidated liquidity profile of the company.  At
June 30, 2010, the company reported $87 million of cash on hand
and nothing drawn under the bank lines.  This availability should
comfortably meet their operational needs with just modest external
financing required for capital expenditures.

The stable outlook for DLH and DLC reflects Moody's expectations
that going forward there will be no material change to the capital
structure and that DLH will continue to benefit from the
relatively healthy credit profile of its regulated operating
subsidiary, DLC.  The announced planned sale by one DLH's largest
shareholder, DUET Investment Holdings Limited (28.95%), is not
expected to have a negative impact on the rating.

Negative pressure on credit metrics, particularly DLH's retained
cash flow / debt metric could place pressure on the ratings.
There would be similar negative pressure should CFO (pre w/c) to
consolidated debt fall into the mid-single digit percentage range
for an extended period.

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light Holdings
Inc. is an electric utility holding company owned by an investor
consortium led by Macquarie Infrastructure Funds and Diversified
Utility Energy Trust.  Revenue for the year ended December 31,
2009, was $1.1 billion.  Its primary operating subsidiary,
Duquesne Light Company, is primarily engaged in providing
transmission, distribution and supply of electricity to
approximately 588 thousand customers in Southwestern Pennsylvania.


EMDEON BUSINESS: Moody's Gives Positive Outlook; Keeps 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Emdeon
Business Services LLC to positive from stable and affirmed the
Company's B1 Corporate Family Rating following its announcement
that it plans to acquire Chamberlin Edmonds & Associates, a
provider of government program eligibility and enrollment
services, for $260 million in cash.  The Company plans to fund the
purchase price of the acquisition and transaction costs with
approximately $163 million of cash on hand and $100 million of
incremental borrowings under its existing secured term loan
agreement.  All existing debt instrument ratings were affirmed.

The positive ratings outlook reflects Moody's expectations of
Emdeon's increasing cash flow generation, driven by organic
revenue growth in the low- to mid-single digit rates and improved
profitability from increasing operating scale, and the resulting
modest deleveraging over the next 12-to-18 months.  The positive
ratings outlook also considers the potential for better-than-
expected EBITDA growth due to the high operating leverage inherent
in the Company's business model, particularly should healthcare
utilization trends improve from their currently low levels in a
weak economy.

Moody's affirmed Emdeon's B1 Corporate Family Rating, as the
ratings agency believes that the proposed acquisition will have
only a modest impact on the Company's key credit metrics.  The
acquisition of CEA is expected to increase Emdeon's pro forma
revenue by approximately 10%, and is consistent with the Company's
strategy of making targeted acquisitions to expand its technology-
enabled service offerings and grow revenues through cross-selling
opportunities.

These ratings were affirmed:

Issuer: Emdeon Business Services, LLC

* Corporate Family Rating at B1

* Probability of Default Rating at B1

* $50 million First Lien Revolving Credit Facility at Ba3 (LGD3,
  41% from LGD3, 40%)

* $783 million First Lien Term Loan at Ba3 (LGD3, 41% from LGD3,
  40%), which includes the $100 million incremental term loan

* $170 million Second Lien Term Loan at B3 (LGD6, 92% from LGD6,
  91%)

* Outlook: Changed to positive from stable

The B1 corporate family rating reflects Emdeon's position as a
leading provider of healthcare revenue and payment cycle
management solutions through its large network connecting
healthcare providers, payers and patient customers; its high
levels of recurring-revenues (approximately 90%-95% of total
revenues); good free cash flow generation relative to debt (12%
for LTM 2Q 2010); and opportunities to expand revenue and EBITDA
margins through cross-selling products and services leveraging its
long-established customer relationships.  Additionally, despite
the reduction in balance sheet liquidity due to the CEA
acquisition, Moody's believes Emdeon maintains a very good
liquidity profile supported by expectations of healthy cash flow
generation and access to a $50 million revolving credit facility
(with no outstanding borrowings).  However, the rating is
constrained by the Company's moderately high leverage, its
moderate scale and intensely competitive operating environment.
Additionally, the rating is tempered by the potential for debt-
funded acquisitions, which could delay meaningful deleveraging.

The last rating action on Emdeon took place on December 29, 2009,
when Moody's upgraded Emdeon's Corporate Family Rating to B1, from
B2.

Emdeon Business Services is a provider of healthcare transaction
processing services and revenue cycle management solutions to
health benefits payers, healthcare providers (hospitals,
physicians, physician practices), and pharmacies.  Revenues and
EBITDA (Moody's adjusted) for the LTM period ended June 30, 2010,
was approximately $955 million and $230 million, respectively.


ENERGYCONNECT GROUP: Aequitas to Convert Debt into Equity
---------------------------------------------------------
EnergyConnect Group Inc. said it will exchange $3.3 million in
debt for 36.5 million shares of its common stock this week.

Kevin Evans, EnergyConnect's president and CEO, said, "Following
discussions with the company, Aequitas Capital has elected to
convert its debt into equity.  This conversion significantly
strengthens our balance sheet and positions the company to take
advantage of strategic growth opportunities in the DR market."
Per the terms of the agreement, the company will issue
36.5 million shares of restricted common stock, which will retire
$3.3 million of debt currently held by Aequitas.  Following the
conversion, Aequitas and its affiliates will own approximately
30% of the company's outstanding shares.

                    About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group, Inc., is a provider of
demand response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

The Company's balance sheet at July 3, 2010, showed $13.95 million
in total assets, $8.40 million in total current liabilities,
$3.64 million in long-term liabilities, and a $1.91 million
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's annual results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


ENRON CORP: Justice Dept. Drops Charges vs. Ex-Merrill Official
---------------------------------------------------------------
John R. Emshwiller, writing for The Wall Street Journal, reports
that the U.S. Justice Department moved Wednesday to drop charges
against a former Merrill Lynch & Co. official just days before a
scheduled retrial involving the only criminal case brought against
Wall Street figures in the alleged misdeeds at Enron Corp.  The
Journal relates the Justice Department asked a federal judge in
Houston to drop fraud and conspiracy charges against James A.
Brown, a former Merrill Lynch & Co. official who along with three
former brokerage firm colleagues was convicted in 2004 in
connection with a 1999 deal known as the "Nigerian barge
transaction."  The lead prosecutor in the case didn't return a
phone call Wednesday.

The Journal relates that at the 2004 trial, prosecutors alleged
that Enron's sale of an interest in three power-producing barges,
located off the coast of Nigeria, to Merrill was a sham that
allowed the energy company to illegally book a profit.
Prosecutors said the deal wasn't legitimate because Enron had
promised to take Merrill out of the deal within six months at a
predetermined profit.  This guarantee meant that Merrill was never
at risk, so Enron couldn't legally treat the deal as a sale.  The
four Merrill defendants, who went to prison in 2005, maintained
they did nothing illegal.

According to the Journal, the barge case was widely viewed as an
effort by the government to send a message to the financial
community about acceptable and unacceptable conduct in helping
major corporations structure their finances.  It was also viewed
as an early test case for the Justice Department's Enron Task
Force, which eventually secured more than a dozen guilty pleas
from former Enron officials.  Its work culminated in the 2006
fraud and conspiracy convictions of former Enron chairman Kenneth
Lay and former president Jeffrey Skilling.  Mr. Lay died shortly
after of heart-related problems.

Mr. Skilling, 56, is serving a 24-year sentence after a Houston
jury convicted him for leading what prosecutors said was a
widespread accounting fraud that deceived investors about Enron's
true financial condition.  In June, the Supreme Court ruled in Mr.
Skilling's favor, saying he may have been convicted under an
invalid legal theory that bars honest services fraud.  Mr.
Skilling is still appealing his conviction and 24-year prison
sentence.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EXCO RESOURCES: Moody's Assigns 'B3' Rating on $750 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to EXCO Resources,
Inc.'s proposed $750 million senior unsecured notes due 2018.  The
outlook remains positive.

EXCO intends to use the proceeds of the note offering to repay its
7.25% senior unsecured notes due 2011 with the remaining proceeds
used to reduce the outstanding balance under its senior secured
revolving credit facility.  The new note offering addresses a near
term senior note maturity of $445 million.  After giving effect to
the offering, EXCO will have approximately $1.2 billion of
liquidity which will be available to develop its properties in
East Texas / North Louisiana and in Appalachia.

"Over the last 18 months, EXCO has rationalized its portfolio of
properties, reduced debt by over $2 billion, and positioned the
company financially to be able to develop of its highly
prospective shale gas acreage positions," said Stuart Miller, Vice
President.  EXCO has essentially become a pure play in the shale
gas arena.  As a result, EXCO has become an intriguing equity
story, but Moody's will be looking for the company to show a
disciplined balance between debt balances and PDP reserve
additions as it develops its core shale gas properties.

In the last year, EXCO formed two 50/50 joint ventures with BG
Group plc (A2, stable) to develop its acreage in Appalachia and in
East Texas / North Louisiana.  In addition to raising over
$1.5 billion in cash from the sale of the 50% interests in the
upstream assets to BG, the terms of the JVs require BG to carry
EXCO for 75% of any development costs up to a cap of $550 million.
As of June 30, 2010, $162 million of this amount had been spent.
Once the remaining $388 million is exhausted, future development
costs, which Moody's project to cost more than $4 billion over the
next four years, will be split 50/50 between EXCO and BG Group.
The pace of development, and the market price for natural gas,
will determine how much of EXCO's share of these future capital
expenditures are financed through cash flow or through external
sources.

EXCO's production is heavily weighted towards natural gas
(approximately 95% on an mcf equivalent basis) heading into an
over-supplied natural gas market.  While hedging will insulate
EXCO from the full impact of weaker natural gas prices, the
ability to rely on significant value from its hedging program is
diminishing.  EXCO has approximately 40% of its 2010 production
and 23% of its 2011 production hedged at prices ranging from $6.54
to $7.21 per mcf.

The positive ratings outlook reflects the deleveraging that has
occurred over the last two years and the expectation that EXCO
will maintain leverage at its current levels while continuing its
trend of reducing finding and development costs.  As the company
adds to its reserve position, its credit metrics could support a
positive rating action.  However, an upgrade of EXCO's CFR to Ba3
from B1 will be highly dependent on a measureable reduction in its
three year F&D costs with a target of $18 per Boe.

A negative rating action could result from debt levels increasing
faster than reserve and production growth, a large common share
buyback, or a debt financed acquisition of non-producing
properties.

The last rating action was on November 3, 2009, when EXCO's CFR
and PDR were upgraded to B1from B2, with a positive outlook, and
the senior note rating was raised to B3 from Caa1.

EXCO Resources, Inc., is headquartered in Dallas, Texas.


FGIC CORP: U.S. Trustee Forms 3-Member Creditors Committee
----------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of FGIC Corporation.

The Creditors Committee members are:

1. MBIA Inc.
   Attn: John Dare
   113 King Street
   Armonk, NY 10504
   Tel: (914) 273-4545
   Fax: (914) 765-3105
   E-mail: john.dare@optinuityar.com

2. Wilmington Trust FSB
   Attn: Adam Berman
   166 Mercer Street, Suite 2-R
   New York, NY 10012
   Tel: (212) 941-4415
   Fax: (212) 343-1079
   E-mail: aberman@wilmingtontrust.com

3. The Mangrove Partners Fund, LP
   Attn: Nathaniel August
   100 West 58th Street, Suite 8F
   New York, NY 10019
   Tel: (646) 450-0418
   Fax: (646) 652-5399
   E-mail: naugust@mangrovepartners.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  Paul M. Basta, Esq.,
Brian S. Lennon, Esq., and Patrick J. Nash, Jr., Esq., at Kirkland
& Ellis LLP, serve as counsel to the Debtor.  Garden City Group,
Inc., is the Debtor's claims and notice agent.  The Company
disclosed $11,539,834 in assets and $391,555,568 in liabilities as
of the petition Date.


FPD LLC: Court Extends Filing of Schedules Until Sept. 30
---------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland extended, at the behest of FPD, LLC, et al., the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs until September 30, 2010.

The Debtors were initially required to file the documents the by
September 17, 2010.  The Debtors had asked the court to extend
that deadline by an additional 60 days, or until November 16,
2010.  The Debtors do not believe that there is sufficient time to
complete the documents by the September 17 deadline.  To prepare
the documents, the Debtors would have to compile information from
books, records, and documents related to the claims of a
substantial number of creditors, as well as the Debtors' assets
and contracts.  This information is voluminous and assembling the
necessary information would require a significant expenditure of
time and effort on the part of the Debtors, who have very limited
staffing and resources available to gather, process, and complete
the schedules and statements.  Rather than filing incomplete
documents that would require amendments at a later date, the
Debtors sought an extension of time to complete this task.

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy protection on September 3, 2010 (Bankr. D. Md. Case No.
10-30424).  G. David Dean, II, Esq., and Irving Edward Walker,
Esq., at Cole Schotz Meisel Forman & Leonard P.A., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $1 million to $10 million.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FPD LLC: Section 341(a) Meeting Scheduled for Oct. 4
----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of FPD, LLC,
et al.'s creditors on October 4, 2010, at 3:00 p.m.  The meeting
will be held at 6305 Ivy Lane, Sixth Floor, Greenbelt, MD 20770.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy protection on September 3, 2010 (Bankr. D. Md. Case No.
10-30424).  G. David Dean, II, Esq., and Irving Edward Walker,
Esq., at Cole Schotz Meisel Forman & Leonard P.A., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $1 million to $10 million.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FPD LLC: U.S. Trustee Appoints 5 Members to Creditors Panel
-----------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appoints
five members to the Official Committee of Unsecured Creditors in
FPD, LLC, et al.'s Chapter 11 cases.

The Committee members include:

1) Interim Committee Chairperson
   Michael S. Myers
   Rockers, Inc.
   8804 Avenue B
   Sparrows Point, MD 21219
   Tel: (443) 324-4200

2) David Jones
   Jones of Annapolis, Inc.
   2056 Generals Highway
   Annapolis, MD 21401
   Tel: (410) 224-2095

3) Elizabeth Williams
   Stock Building Supply
   11047 Pierson Drive, Suite L
   Fredericksburg, VA 22408
   Tel: (540) 369-9124

4) Brian Ransom
   L&L Discount Carpet Centers, Inc.
   8500 Phoenix Drive
   Manassas, VA 20110
   Tel: (703) 881-7149

5) Tara Celey
   Celey's Quality Plumbing Inc.
   8991 NC Hwy 27 E
   Benson, NC 27504
   Tel: (919) 894-1813

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy protection on September 3, 2010 (Bankr. D. Md. Case No.
10-30424).  G. David Dean, II, Esq., and Irving Edward Walker,
Esq., at Cole Schotz Meisel Forman & Leonard P.A., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $1 million to $10 million.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Freescale
Semiconductor Holdings I, Ltd.:

  -- Issuer Default Rating at 'CCC';
  -- Senior unsecured notes at 'C/RR6';
  -- Senior subordinated notes at 'C/RR6'.

Fitch has upgraded these senior secured ratings:

  -- Senior secured bank revolving credit facility to 'B-
     /RR3' from 'CCC/RR4';

  -- Senior secured term loans to 'B-/RR3' from 'CCC/RR4';

  -- Senior secured notes to 'B-/RR3' from 'CCC/RR4';

The Rating Outlook is Positive.  Fitch's actions affect
approximately $7.7 billion of total debt, including undrawn
amounts under the RCF.

The ratings consider Freescale's: i) high debt levels and
significant interest expense; ii) revenue growth challenges, in
part due to increased focus in incumbent supplier dominated end
markets; and iii) structurally lower absolute operating EBITDA
levels, driven by the combination of the recent downturn and loss
of Motorola as a significant wireless handset customer.  The
ratings continue to reflect Freescale's: i) Leading positions with
diversified customer base in the automotive and standard product
markets, which are characterized by longer product lifecycles; ii)
Increasing customer, end-market, and product diversification from
analog business growth; and iii) lower capital intensity from the
'asset-light' manufacturing strategy and lower than industry-
average R&D investment requirements.  While Fitch continues to
believe Freescale will be challenged to generate free cash flow
sufficient to meet significant intermediate-term debt maturities,
the Positive Outlook contemplates Fitch's increasing confidence in
Freescale's ability to augment this free cash flow with external
financing.  Fitch's upgrade of the senior secured debt ratings to
'B-/RR3' from 'CCC/RR4' incorporate Freescale's improved operating
performance, resulting in operating EBITDA that Fitch estimates
positions the company to cover interest expense and maintenance
capital expenditures and improved recovery prospects for the
senior secured lenders.

Positive rating action could result from meaningful debt reduction
from the combination of stronger free cash flow or further
external financing actions.  Such growth over the next few years
could position the company to reduce net debt levels over the
intermediate term and establish a net leveraged capital structure
that would likely be able to extend its RCF and refinance at least
a significant portion of debt maturing in 2014.  Negative rating
action could result from the company's inability to achieve
Fitch's expectations of operating leverage on cash flows and/or
another drop in end-market demand.  This will make it increasingly
difficult to refinance debt maturities in 2014 and beyond.

Fitch believes Freescale's liquidity was sufficient as of July 2,
2010, and consisted of approximately $1.1 billion of cash and
equivalents, and approximately $24 million of remaining
availability under the senior secured RCF due Dec. 1, 2012.
Fitch's anticipation of modestly positive free cash flow over the
next couple of years, driven by higher profitability and solid
revenue growth within the context of recovering semiconductor
markets also supports liquidity.  Freescale has no debt maturities
until December 2012, aside from modest amortization under the
extended term loans.

Total debt was approximately $7.7 billion as of July 2, 2010, and
consisted of:

  -- $532 million of borrowings under the senior secured revolving
     credit facility due Dec. 1, 2012;

  -- Approximately $2.3 billion of senior secured term loans due
     Dec. 1, 2016;

  -- Approximately $2.1 billion of senior secured notes due 2018;

  -- Approximately $2 billion of senior unsecured notes due 2014;
     and

  -- $764 million of senior subordinated notes due 2016.

The senior secured credit agreement provides holders the right to
accelerate the maturity of the senior secured term loans if, as of
Sept. 1, 2014, more than $500 million of the approximately
$2.1 billion of senior unsecured debt due on Dec. 1, 2014, is
outstanding and total leverage exceeds 4 times.

The Recovery Ratings for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.  In deriving a distressed enterprise
value, Fitch applies a 20% discount to its estimate of Freescale's
operating EBITDA for the latest 12 month period ended July 2, 2010
of approximately $829 million.  Fitch applies a 5x distressed
EBITDA multiple to reach a reorganization enterprise value of
approximately $3.3 billion.  As is standard with Fitch's recovery
analysis, the revolver is assumed to be fully drawn and cash
balances fully depleted to reflect a stress event.  After reducing
the amount available in reorganization for administrative claims
by 10%, Fitch estimates the senior secured debt would recover 51%-
70%, equating to 'RR3' Recovery Ratings.  The senior unsecured and
senior subordinated debt tranches would recover 0%-10%, equating
to 'RR6' Recovery Ratings and reflecting Fitch's belief that
minimal if any value would be available for unsecured noteholders.


FTI CONSULTING: Moody's Assigns 'Ba2' Rating on $350 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to FTI Consulting,
Inc.'s proposed $350 million of senior unsecured notes and raised
the speculative grade liquidity rating to SGL-1 from SGL-2.
Concurrently, Moody's affirmed the Ba2 Corporate Family Rating and
the ratings on the existing senior and subordinated notes.  The
rating outlook remains stable.

The proceeds from the $350 million senior note offering are
expected to be used to refinance the $200 million face amount of
7.625% senior notes due 2013, for related fees and expenses and
for general corporate purposes.  FTI also expects to close on a
new $250 million revolving credit facility due in 2015 (not
rated), which will replace the existing $175 million revolver.

Moody's took these rating actions (LGD assessments revised):

* Assigned $350 million senior unsecured notes due 2020, Ba2 (LGD
  3, 49%)

* Affirmed $200 million senior unsecured notes due 2013, Ba2 (LGD
  3, 45%)- rating expected to be withdrawn upon completion of the
  proposed refinancing

* Affirmed $215 million senior unsecured notes due 2016, Ba2 (to
  LGD 3, 49% from LGD 3, 45%)

* Affirmed $150 million senior subordinated convertible notes due
  2012, B1(to LGD 6, 92% from LGD 6, 90%)

* Affirmed Corporate Family Rating, Ba2

* Affirmed Probability of Default Rating, Ba2

* Upgraded Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

                        Ratings Rationale

The Ba2 Corporate Family Rating is supported by leading market
positions in the business advisory sector, a broad group of
service offerings, impressive revenue and profitability growth
from 2007 through 2009, and solid financial strength metrics for
the rating category.  The ratings are constrained by Moody's
concern about the sustainability of earnings through a possible
slowdown in the restructuring market over the next few years.
Although economic recovery could lead to greater demand for
certain services such as strategic communications, the overall
effect on consolidated profitability is uncertain.  The ratings
are also constrained by a history of growth through acquisitions,
dependence on top employees and reputation risks that are
characteristic of the business consulting industry.

The upgrade of the SGL rating to SGL-1 from SGL-2 reflects
improved liquidity pro forma for the refinancing.  Pro forma for
the refinancing at June 30, 2010, FTI had over $250 million of
cash and cash equivalents and near complete availability under the
revolving credit facility.  Although covenant requirements in the
proposed revolving credit facility have not been finalized,
Moody's expects significant headroom over the next year.  The SGL
rating could be lowered if the company fails to complete the
proposed refinancing.

The stable outlook anticipates relatively steady consolidated
revenue and Adjusted EBITDA over the next year.  Moody's expect a
moderate decline in profitability in the corporate
finance/restructuring segment offset by modest growth in the more
pro-cyclical segments of FTI's business.

Sustained revenue and earnings growth through a downturn in the
restructuring cycle combined with steady to improving financial
strength metrics could lead to upward ratings momentum.  Given the
company's strong credit metrics for the rating category, a
downgrade is unlikely in the near term, However, a sharp decline
in revenues and profitability or a change to a more aggressive
financial policy could pressure the ratings.

FTI Consulting, Inc., with executive offices in West Palm Beach,
Florida, is a global business advisory firm that provides services
through five business segments: corporate finance/restructuring;
forensic and litigation consulting; economic consulting;
technology; and strategic communications.  The company reported
revenue of nearly $1.4 billion for the twelve month period ended
June 20, 2010.


GENERAL GROWTH: Oakwood & Rouse Shopping Centers Emerge From Ch 11
------------------------------------------------------------------
Debtors Oakwood Shopping Center Limited Partnership and Rouse-
Oakwood Shopping Center, LLC, emerged from bankruptcy on
September 2, 2010.  The Plan Debtors' Joint Plan of Reorganization
is deemed effective also as of September 2, 2010.

Each of the conditions precedent to consummation of the Plan has
been satisfied or waived in accordance with the Plan, counsel to
GGP, James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP,
in New York, told Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates or
(c) engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third
order confirming the Plan on January 20, 2010, the fourth
order confirming the Plan on February 16, 2010, the fifth order
confirming the Plan on March 3, 2010, the sixth order confirming
the Plan on March 18, 2010, the seventh order confirming the
Plan on March 26, 2010, the eighth order confirming the Plan on
April 29, 2010, the ninth order confirming the Plan on May 20,
2010, and the Plan establish certain deadlines by which holders of
Claims must take certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009, January 20, 2010, February 16, 2010, and March 3, 18 and
26, 2010, April 29, 2010 and May 20, 2010 are available for free
at:

http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf
http://bankrupt.com/misc/ggp_Apr29ConfOrder.pdf
http://bankrupt.com/misc/ggp_May20ConfOrder.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: Registers $2.25 Bil. in Exchangeable Notes
----------------------------------------------------------
New GGP, Inc. will commence a public offering of Mandatorily
Exchangeable Notes due 2011 in an aggregate principal amount of
$2,250,000,000, according to an amendment dated September 8, 2010,
to the registration statement on Form S-11 filed by General Growth
Properties Inc. with the U.S. Securities and Exchange Commission.

The original Form S-11 filed in July 2010 contemplated a public
offering of the 2011 Notes in an aggregate principal amount of
$2,150,000,000.

The proceeds of this offering will replace a $2.15 billion of the
financing commitments for New GGP by The Fairholme Fund, Pershing
Square II, L.P. and Texas Retirement System of Texas and then use
those net proceeds to fund a portion of the Third Amended Joint
Plan of Reorganization, Adam Metz, GGP's chief executive officer
and director, relates.

New GGP is the newly-formed, indirect finance subsidiary of
General Growth Properties, Inc.  New GGP will become the indirect
parent of GGP upon its emergence from bankruptcy, which is
expected to occur after completion of the 2011 Notes offering.

New GGP expects to pay $160,425 as a registration fee of the 2011
Notes, which fee is estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(o) under the
Securities Act.  New GGP paid a registration fee of $153,294 for
the 2011 Notes, with the remaining $7,130 being submitted in
connection with the amended registration statement.

Among other things, the 2011 Notes will mature on January 31,
2011, unless earlier redeemed or exchanged.  The 2011 Notes will
mandatorily exchange into shares of New GGP common stock based on
the exchange price and the escrow amount will be released from
escrow to New GGP upon satisfaction of these conditions,
including:

* The closing under the Cornerstone Investment Agreement with
   REP Investments LLC has occurred or will occur
   simultaneously with the exchange;

* The effective date of the Third Amended Joint Plan of
   Reorganization has occurred or will occur simultaneously with
   the exchange;

* All federal, state and other governmental approvals required
   for the issuance of the 2011 Notes and the shares of New GGP
   common stock issuable upon exchange of the 2011 Notes have
   been received or waived;

* The shares of New GGP common stock issuable upon exchange of
   the notes have been authorized for listing on the New York
   Stock Exchange, subject to official notice of issuance;

* Except as contemplated by the Plan, including the Spinco
   distribution, GGP will not have paid any dividends or made
   any distributions to holders of its common stock since the
   date of issuance of the 2011 Notes other than in order to
   maintain its qualification as a real estate investment
   trust, or "REIT," for U.S. federal income tax purposes and
   to avoid entity level income taxes; and

* There is no pending, threatened or instituted action,
   proceeding or investigation by or before any court that
   directly or indirectly challenges the mandatory exchange or
   the issuance of the 2011 Notes or the shares of New GGP
   common stock issuable upon exchange of the notes.

The exchange price will be $[] and the exchange rate will be about
[] shares of common stock per each $1,000 principal amount of
notes.

A full-text copy of the Registration Statement on Form S-11 is
accessible for free at http://ResearchArchives.com/t/s?6b23

                       The Chapter 11 Plan

Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York approved on August 19, 2010, the
Disclosure Statement explaining the Second Amended Joint Plan of
Reorganization of General Growth Properties, Inc., and 125 of its
debtor affiliates, according to the company's public statement on
August 19.

Judge Gropper set a hearing to consider confirmation of the 2nd
Amended Plan on October 21, 2010.

According to the Debtor, under the Plan, one entity, GGP, will
remain one of the nation's largest REITs with a more focused
business strategy concentrating on high-quality regional shopping
centers.  The other, Spinco, will have a diverse collection of
assets with attractive development opportunities and a new Board
and management team whose sole focus will be to maximize the long-
term potential of those properties.

Full-text versions of the Plan and Disclosure Statement, as thrice
amended, are available for free at:

          http://bankrupt.com/misc/ggp_Aug273rdAmDS.pdf
          http://bankrupt.com/misc/ggp_Aug273rdAmPlan.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: W. Ackman May Serve as Chairman of Spinco
---------------------------------------------------------
William Ackman, manager of Pershing Square II, L.P., is expected
to serve as chairman of Spinco, Inc., a company that will be spun
off from General Growth Properties Inc. upon its emergence
pursuant to the Plan, Theresa Agovino of The Crains New York
Business reports.

Mr. Ackman is managing member of Pershing Square.  On August 4,
2010, Mr. Ackman, through its companies, beneficially owns
23,953,782 shares of GGP's common stock and has shared power to
vote and dispose of 23,953,782 shares of GGP's common stock.
Pershing Square has agreed to finance portion of the $2.15 billion
loan needed by GGP to exit from bankruptcy.

Spinco will own master planned communities and miscellaneous real
estate assets of GGP as contemplated in the Plan.  GGP is still
deciding on whether to use the Howard Hughes name for the new
company, Bloomberg News reports, citing a company memo circulated
September 13.  Mr. Metz stated in the memo that while it is likely
that some version of the Howard Hughes name may be used for the
new entity, no decision has been made, Bloomberg relates.
Crain's New York earlier reported that the new company will be
called the Howard Hughes Co.

Ms. Agovino further notes that Mr. Ackman has a 25% stake on GGP,
which he used to win a seat in GGP's board.  Mr. Ackman will own
30% of Spinco, she says.  Whether he or his team could gain profit
from the properties, Mr. Ackman was quoted in the report as
saying, "I think it could take five to 10 years for that happen."

Mr. Ackman also says he is still looking for a management team and
has no definite plans yet for the properties, Ms. Agovino notes.
In a subsequent interview with Bloomberg, Mr. Ackman added that
the board has not been finalized and the legal entity has not been
changed.

Under the Plan, Pershing Square will have the right to designate
directors for election to Spinco's Board until the time that
Pershing Square beneficially owns less than 10% of the Spinco
common stock.

As set forth in the Plan, Spinco's interim management includes
David Arthur, chief executive officer; Rael Diamond, chief
financial officer; and Steven Ganeless, chief operating officer.

                       About General Growth

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

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

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


GENON ENERGY: Moody's Assigns 'B2' Rating on $1 Billion Loan
------------------------------------------------------------
Moody's Investors Service assigned a (P) B2 rating to GenOn
Energy's senior secured $1.0 billion revolving credit facility and
$500 million term facility.  These facilities are being issued
directly by the parent holding company, which is known as RRI
Energy (B2 CFR, stable outlook).  These facilities are expected to
close with the final completion of the proposed merger transaction
between RRI and Mirant Corporation (B1 CFR, stable outlook).

In addition, Moody's assigned a B3 rating to approximately
$1.4 billion of new senior unsecured notes to be issued by a
temporary subsidiary of Mirant (GenOn Escrow).  Assuming the
completion of the merger, it is Moody's understanding that GenOn
Escrow will be merged into the ultimate parent holding company,
GenOn Energy (aka RRI) and the new senior unsecured debt
securities will rank pari-passu with the existing RRI senior
unsecured notes.

                        Ratings Rationale

Moody's understands that the new senior secured credit facilities
to be issued at GenOn Energy will benefit from certain upstream
payment guarantees provided by certain assets and subsidiaries of
RRI and Mirant, but that certain Mirant upstream guarantees could
be impacted by indenture limitations currently existing within the
Mirant stand-alone capital structure

For now, separate Corporate Family Rating's will be maintained for
both RRI and Mirant.  Assuming completion of the merger
transaction, currently expected around year-end 2010, Moody's will
assign a new CFR to the pro-forma combined GenOn Energy and
withdraw the CFR's for RRI and Mirant.  Subject to the closing of
the transaction, GenOn is expected to be assigned a B2 CFR.

Assuming a B2 CFR is assigned to the pro-forma GenOn, and based on
Moody's current understanding of the company's financing plan and
resulting capital structure, Moody's believe it is unlikely that
the ratings for Mirant and RRI's various existing debt instruments
would change at merger completion.  Current ratings include the B3
ratings for Mirant Americas Generation, LLC's (MAG) senior
unsecured notes and RRI's existing senior unsecured notes, as well
as the Ba1 ratings for senior secured lease obligations bonds of
both Mirant Mid-Atlantic LLC and Reliant Energy Mid-Atlantic Power
Holdings.  The Ba1 ratings for MIRMA and REMA are one notch higher
than the LGD-template implied rating and reflects favorable
structural elements, such as a restricted payments test, which in
Moody's view improves recovery prospects for these bonds in a
default scenario.

GenOn's pro-forma credit profile is benefited by the increased
scale and diversity of approximately 25 GW's of non-regulated
generating assets and the ability to capture operating cost
synergies that are not readily available to either company on a
stand-alone basis.  The rating also incorporates a view that the
current commodity market environment, which can be characterized
as having relatively low prices, will continue to pressure the
combined financial profile of GenOn for the next few years.  As a
result, Moody's estimate a pro-forma combined ratio of cash flow
to debt in the high single digits.  This ratio is more appropriate
for the B2 CFR ratings category.

The outlook for both Mirant and RRI is stable, reflecting each
company's financial profile, where Mirant is viewed as slightly
stronger than RRI, in part due to its hedging strategies.  The
stable outlooks also consider the low commodity market
environment, which is expected to remain for a sustained period of
time, and increasingly stringent environmental mandates, which are
expected to add to operating costs and potentially, incremental
capital investment requirements.

RRI is a merchant generation company headquartered in Houston,
Texas.  Mirant is a merchant generation company headquartered in
Atlanta, Georgia.  GenOn Energy is expected to be headquartered in
Houston, Texas.


GREENTREE GAS: Bank Agrees to Forbear Until December 10
-------------------------------------------------------
Greentree Gas & Oil Ltd. has entered into a forbearance agreement
with the Company's banking institution, wherein the Bank has
agreed to refrain from exercising certain of its rights and
remedies under the lending agreement between Greentree and the
Bank until December 10, 2010.  The Agreement pertains to the
debenture security for the demand loan payable by the Company to
the Bank in the amount of $1,925,000.  The interest rate on the
demand loan has been increased to prime plus 5% per annum.  The
Agreement is designed to provide Greentree time to pursue
strategic alternatives for the Company in an effort to enhance
shareholder value.  The Company has engaged Ernst & Young Orenda
Corporate Finance Inc. as the Company's financial advisor to
assist Greentree in identifying and considering strategic
alternatives.  Strategic alternatives may include, but are not
limited to, a possible merger, amalgamation, reorganization or
corporate sale, or any other business combination, major
financing, or the sale of some or all of the assets of the
Company, or any another combination of the above that would be
considered to be in the best interest of Greentree to maximize
shareholder value.

Greentree also announces an update on the operating performance of
the Company for the first half of 2010.  For the six-month period
ended June 30, 2010, the Company recorded positive cash flows of
$198,181 compared to a loss of $163,204 reported for the similar
period in 2009.  Greentree's revenues for the six-month period
ended June 30, 2010 were $1,015,064, which represents a 54%
increase over $660,889, reported for the similar period in 2009.
The Company's cash flow and revenues for the six-month period
ended June 30, 2010, were positively impacted by one-time
accounting adjustments aggregating $ 116,095 related to a revised
working agreement with Wavefront Technology Solutions Inc. for the
Company's Rodney South pool.  Under the terms of the revised
agreement, Wavefront converted from a 70% royalty interest to a
50% working interest in the project.

In terms of expenses, the Company reports a 33% reduction in
general and administrative expenses over the six-month period
ended June 30, 2010 to $135,708 compared to $203,664 reported in
the similar period in 2009.  The savings were achieved through a
combination of staff reductions and streamlining of communications
and other administrative expenditures.  The Company's operating
expenses increased marginally by 4% for the six-month period ended
June 30, 2010 to $448,285 compared to $430,524 in the similar
period in 2009.  The increase is attributed to costs associated
with a 36% rise in Greentree's oil production for the six-month
period ended June 30, 2010 compared to the similar period in 2009
and with one-time accounting adjustments related to the revised
agreement with Wavefront.

Headquarterd in London, Ontario, Greentree Gas & Oil Ltd. is an
explorer and producer of oil and natural gas in southwestern
Ontario.


GREENWOOD ESTATES: Court Fixes November 30 Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has established November 30, 2010, as the last day for any
individual or entity to file proofs of claim against Greenwood
Estates MHC, LLC.

The Court also set January 31, 2011 as the governmental units bar
date.

Chicago, Illinois-based Greenwood Estates MHC, LLC, filed for
Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. N.D.
Ill. Case No. 10-33988).  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, assists the Debtor in its restructuring
effort.  The Debtor disclosed $28,601,206 in assets and
$25,456,180 in liabilities as of the Petition Date.


GREENWOOD ESTATES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Greenwood Estates MHC, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,500,000
  B. Personal Property              $101,206
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,034,286
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $421,894
                                 -----------      -----------
        TOTAL                    $28,601,206       $25,456,180

Chicago, Illinois-based Greenwood Estates MHC, LLC, filed for
Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. N.D.
Ill. Case No. 10-33988).  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


GREGORY S MORRIS: Proposes Lampl, et al., as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will convene a hearing today,
September 16, 2010, at 1:30 p.m., to consider Gregory S. Morris'
employment of bankruptcy counsel.

The Debtor asks for permission to employ Robert O. Lampl, John P.
Lacher and Elsie R. Lampl to assist in, among other things, the
administration of his estate; to represent the Debtor on matters
involving legal issues that are present or are likely to arise in
the case; and  to prepare any legal documentation on behalf of the
Debtor.

The Debtor relates that the hourly rates of the professionals are:

     Mr. Lampl                 $400
     Mr. Lacher                $375
     Mr. Cooney                $375
     Ms. Lampl                 $250
     Paralegal                 $125

To the best of the Debtor's knowledge, Mr. Lampl and company are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Lampl, et al., can be reached at:

     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     Tel: (412) 392-0330
     Fax: (412) 392-0335

Hollidaysburg, Pennsylvania-based Gregory S. Morris filed for
Chapter 11 bankruptcy protection on May 16, 2010 (Bankr. W.D. Pa.
Case No. 10-70574).  The Debtor estimated assets and debts at
$10 million to $50 million.


HARRISBURG, PA: Councilman's Bid for Bankruptcy Lawyer Nixed
------------------------------------------------------------
Michelle Kaske, writing for The Bond Buyer, reports that the
Harrisburg City Council Tuesday night unanimously approved the
transfer of $3.3 million to allow the city to meet a debt-service
payment due Wednesday to bondholders of Series 1997D and Series
1997F general obligation bonds.

Bond Buyer says the council also created a quorum on the
Harrisburg Authority board when it approved another board member
for the agency.  According to Bond Buyer, it was a sometimes
heated and active meeting as Councilman Brad Koplinski's attempts
to introduce a resolution that would enable the council to hire
bankruptcy attorney J. Gregg Miller, failed.  City Solicitor Phil
Harper determined that Mr. Koplinski could not bring forth new
business beyond a certain time during the meeting.  "We're out of
time in the meeting where the conduct of new business takes
place," Mr. Harper said, according to the report.

Mr. Miller represented Westfall Township in its bankruptcy filing
last year.  Westfall is located in northeastern Pennsylvania.

Bond Buyer relates that council members Wanda Williams and Eugenia
Smith said afterwards they would have voted in favor of hiring a
bankruptcy lawyer.  Ms. Williams, Ms. Smith, and Mr. Koplinski,
according to Bond Buyer, said that their desire to seek bankruptcy
advice does not mean they support an actual bankruptcy filing at
this time.  They stressed that other entities have legal counsel
-- the city, the authority, TD Bank, and Assured Guaranty -- and
that the city council should also have such professionals at its
disposal.

Bond Buyer relates Mr. Koplinski said that Miller "has the
expertise to be able to protect our citizens, to protect their
public safety, to protect their families' financial interest,
because that's really what's at stake here in this issue in this
concern -- Main Street vs. Wall Street."

According to the report, Mr. Koplinski said he would seek a
special legislative session in order to push the initiative again.
One issue is how the cash-strapped city would be able to afford a
bankruptcy lawyer.  After the meeting, Mr. Koplinski said the city
could include those costs in its fiscal 2011 budget.  That
spending plan, which the mayor has yet to propose, would take
affect in January.

As reported by the Troubled Company Reporter on September 14,
2010, Dauphin County, Pennsylvania, bond trustees and bond insurer
Assured Guaranty Municipal Corp. on September 13 filed complaints
to seek the appointment of a receiver for the Harrisburg
Authority's Resource Recovery Facility and to obtain an order of
mandamus to compel the city of Harrisburg to meet its obligations
on the defaulted Harrisburg Authority Resource Recovery Facility
Revenue bonds.  AGM and its affiliates have consolidated net par
outstanding of $198.3 million to the Authority's Resource Recovery
Facility Revenue Bonds, of which $107.4 million is guaranteed by
both the City and the County and the remaining $90.9 million is
guaranteed only by the City.

The County, the trustees and AGM took these actions based on
increasing concern about the Mayor's and City Council members'
inability to work together toward a viable restructuring plan, as
evidenced by lack of agreement on the appointment of board members
to constitute a quorum on the Authority's board.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

As reported by the Troubled Company Reporter on August 19, 2010,
Harrisburg hired Scott Balice Strategies to help plot a financial
recovery plan.

As reported by the TCR on September 7, 2010, Dow Jones' DBR Small
Cap said elected officials in Harrisburg met to discuss hiring a
bankruptcy adviser and handing over control of their troubled
municipal authority to a receiver as the city's fiscal problems
mount.  As reported by the TCR on September 1, Harrisburg will
skip $3.29 million in debt-service payments on general obligation
debt from 1997 due Sept. 15.  Ambac Assurance Corp., which insures
the GO bonds, will meet payments to investors.


HAWAIIAN TELCOM: FCC Approves Transfer of Control
-------------------------------------------------
Hawaiian Telcom disclosed that the Federal Communications
Commission approved the Company's Transfer of Control
applications.  Telecommunications carriers seeking to transfer
corporate control through reorganization must receive approval
from the FCC.  Approval by the Hawaii Public Utilities Commission
remains as the final step in the regulatory approval process
related to the Company's Chapter 11 proceedings.

The FCC determined that the transfers set forth in the Plan of
Reorganization serve the "public interest, convenience and
necessity."

"We are very pleased with the FCC's approval, which represents a
significant milestone toward concluding our reorganization and
strengthening our Company for the future," said Eric K. Yeaman,
Hawaiian Telcom's president and CEO.  "We are hopeful that the PUC
will soon issue an equally favorable determination."

                    About Hawaiian Telcom

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

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

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

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

Bankruptcy Judge Lloyd King entered on December 30, 2009, an order
confirming a plan of reorganization for Hawaiian Telcom.


HIGHGATE LTC: Marcus & Millichap Arranges Portfolio Sale
--------------------------------------------------------
The Marcus & Millichap National Senior Housing Group has
successfully completed the sale of the Highgate LTC Portfolio, a
portfolio of skilled nursing facilities with approximately 500
beds located in Central New York State.  Highgate LTC consists of
four facilities: Northwoods at Cortland, located in Cortland;
Northwoods at Hilltop, located in Niskayuna; Northwoods at
Rosewood Gardens, located in East Greenbush; and Northwoods at
Troy, located in Troy.  The aggregate purchase price was $22.7
million, and the buyer was Long Island-based Oasis Health Care.
Highgate LTC had previously been owned and operated by Highgate
LTC Management, and the first mortgage was held by GE Capital.
After encountering financial difficulties Highgate LTC sought
bankruptcy protection in April of 2007.  The properties were first
put up for auction in August 2008.

"We are pleased to have finally brought resolution to this complex
bankruptcy sale," said Jacob Gehl, "The Highgate portfolio
fulfills an important mission in Central New York not only
providing care for the elderly but also providing pediatric
programs that save the lives of very ill children.  We are hopeful
that the conclusion of the bankruptcy sale will enable the staff
and residents to get back to the important work of caring for the
residents both old and young."

The final bid price of $22.7 million represents a price of
approximately $45,000 per bed.  At the time of the auction, the
overall occupancy of the facility was approximately 85%.  The sale
was handled by Ben Firestone, Mark Myers and Jacob Gehl of Marcus
& Millichap under the supervision of JD Parker, the New York
Broker of Record.

The Gehl, Firestone & Dole Group of Marcus & Millichap is a team
of real estate investment professionals focused on senior housing
properties throughout the country with an emphasis on exclusive
seller representation.  It provides its clients with direct access
to the largest pool of qualified institutional and private
investors.  With more than $800 million dollars in investment
transactions completed, the group continues to exceed clients'
expectations and deliver the consistent results that have made us
an industry leader.

                         About Highgate LTC

Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes.  The company and its affiliate, Highgate
Manor Group, LLC, filed for Chapter 11 protection on April 16,
2007 (Bankr. N.D.N.Y. Lead Case No.07-11068).  J. Ted Donovan,
Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represents the
Debtors in their restructuring efforts.

The U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the bankruptcy case.
Robert C. Yan, Esq., at Farrel Fritz P.C., represents the
Committee.

The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C., as Chapter 11 Trustee following allegations that
the Debtors violated several health laws and falsified records.

When the Debtors filed for protection from their creditors, they
listed assets of less than $50,000 and debts of between $1 million
and $100 million.


HOVNANIAN ENTERPRISES: S&P Affirms 'CCC+' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit ratings on Hovnanian Enterprises Inc., and its subsidiary,
K. Hovnanian Enterprises Inc.  S&P also affirmed its ratings on
the companies' debt and preferred stock.  S&P revised its outlooks
on the companies to negative from developing.

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

Hovnanian's liquidity is limited to cash on hand, but S&P
considers it to be adequate because the company has no debt
maturities until 2012.  However, if the company continues to
invest in land absent a recovery, liquidity would likely dwindle,
and S&P would lower the rating.

Red Bank, N.J.-based Hovnanian is a moderate-size homebuilder that
delivered 1,316 homes (excluding unconsolidated joint ventures) in
the third quarter, which ended July 31, 2010.  On a trailing-12-
month basis, the company delivered 4,969 homes, generating
$1.4 billion of homebuilding revenue.

The negative outlook reflects S&P's view that Hovnanian's
liquidity will diminish if the company continues investing in new
land while demand remains low and the company continues generating
losses.   S&P would lower its ratings if housing operations
continue to bleed cash and the company continues to invest in land
such that unrestricted cash declines to less than $300 million.
S&P would consider raising its ratings on Hovnanian if housing
demand strengthens such that volume levels grow to support the
company becoming consistently profitable and better positioned to
recapitalize its balance sheet.


INNKEEPERS USA: Committee Proposes Jefferies as Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors for Innkeepers USA
Trust seeks the Court's permission to retain Jefferies & Company,
Inc., as its financial advisor, effective as of July 30, 2010,
pursuant to an engagement letter.

Jefferies has agreed to, among other things:

  -- analyze the Debtors' business, operations, properties,
     financial condition and prospects;

  -- advise the Creditors' Committee on the current state of the
     "restructuring market;"

  -- assist and advise the Creditors' Committee in examining and
     analyzing any strategy, potential or proposed
     restructuring, amending, redeeming or otherwise adjusting
     the Debtors' outstanding indebtedness or overall capital
     structure, whether pursuant to a plan of reorganization,
     any sale under Section 363 the Bankruptcy Code, a
     liquidation, or assist the Creditors' Committee in
     developing its own strategy for accomplishing a
     Transaction; and

  -- assist and advise the Creditors' Committee in evaluating
     and analyzing the proposed implementation of any
     Transaction.

The Creditors' Committee proposes to pay Jefferies:

  (a) Monthly Fees.  Jefferies will be paid $125,000 per month
      until the expiration or termination of its employment.

  (b) Transaction Fees.  Jefferies will be paid a transaction
      fee of $750,000, which will be due and payable on the
      effective date of a plan of reorganization or a plan of
      liquidation, or upon the closing of a sale of the Debtors'
      assets under Section 363.  An amount equal to 50% of all
      Monthly Fees paid to Jefferies in excess of $750,000 will
      be credited against the Transaction Fee.

  (c) Expenses.  In addition to any fees that may be paid to
      Jefferies, whether or not any Transaction occurs, the
      Debtors will reimburse Jefferies for all out-of-pocket
      expenses in connection with the engagement.

The Engagement Letter provides that as a condition of Jefferies'
employment, the Court will have entered an order providing
Jefferies with an indemnity, which includes qualifications and
limits on the indemnification and limitation on liability
provisions that are customary in Chapter 11 cases.

Leon Szlezinger, a managing director of Jefferies, assures the
Court that his firm is a "disinterested person" as that term is
defined under Section 101(14) of the Bankruptcy Code.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Grand Prix Submits Schedules and Statement
----------------------------------------------------------

                        Grand Prix Holdings
                Schedules of Assets and Liabilities

A.    Real Property                                            -

B.    Personal Property
B.1   Cash on Hand                                             -
B.2   Bank Accounts                                            -
B.3   Security Deposits                                        -
B.4   Household goods                                          -
B.5   Book, artwork and collectibles                           -
B.6   Wearing apparel                                          -
B.7   Furs and jewelry                                         -
B.8   Firearms and other equipment                             -
B.9   Insurance Policies                                       -
B.10  Annuities                                                -
B.11  Interests in an education IRA                            -
B.12  Interests in pension plans 401(k) Plan                   -
B.13  Stock and Interests                                UNKNOWN
B.14  Interests in partnerships/joint ventures           UNKNOWN
B.15  Government and corporate bonds                           -
B.16  Accounts Receivable                                      -
B.17  Alimony                                                  -
B.18  Other Liquidated Debts Owing Debtor                      -
B.19  Equitable or future interests                            -
B.20  Interests in estate death benefit plan                   -
B.21  Other Contingent and Unliquidated Claims                 -
B.22  Patents, copyrights, and others                          -
B.23  Licenses, franchises & other intangibles                 -
B.24  Customer lists or other compilations                     -
B.25  Vehicles                                                 -
B.26  Boats, motors and accessories                            -
B.27  Aircraft and accessories                                 -
B.28  Office Equipment, furnishings & supplies                 -
B.29  Equipment and Supplies for Business                      -
B.30  Inventory                                                -
B.31  Animals                                                  -
B.32  Crops                                                    -
B.33  Farming equipment and implements                         -
B.34  Farm supplies, chemicals, and feed                       -
B.35  Other Personal Property                                  -

     TOTAL SCHEDULED ASSETS                                    -
     ===========================================================

C - Property Claimed                                           -
D - Creditors Holding Secured Claims                           -
E - Creditors Holding Unsecured Priority Claims          UNKNOWN
F - Creditors Holding Unsecured Non-priority Claims
      $35M CAPMARK CMBS MORTGAGE LOAN                $36,855,689
      $13.7M ANAHEIM CMBS MORTGAGE LOAN               13,172,577
      $238M FLOATING RATE LEHMAN SR MORTGAGE LOAN    218,504,023
      $24.2M MERRILL LYNCH CMBS MORTGAGE LOAN         24,501,463
      $25.2M MERRILL LYNCH CMBS MORTGAGE LOAN         25,513,920
      $25.6M MERRILL LYNCH CMBS MORTGAGE LOAN         25,918,903
      $37.6M CAPMARK CMBS MORTGAGE LOAN               38,080,751
      $47.4M CAPMARK CMBS MORTGAGE LOAN               48,006,053
      $825M FIXED RATE CMBS POOL LB-UBS 2007-C7      419,780,817
      $825M FIXED RATE CMBS POOL LB-UBS 2007 C-6     419,780,817
      $121M FLOATING RATE MEZZANINE LOAN             131,345,438
      $21.3M ANAHEIM MEZZANINE LOAN                   22,640,833

     TOTAL SCHEDULED LIABILITIES                  $1,424,101,287
     ===========================================================

                  Statement of Financial Affairs

The Debtors' interim chief financial officer, Nathan J. Cook,
discloses that Debtor Grand Prix Holdings LLC made payments
totaling $8,236,943 within one year immediately preceding the
Petition Date for the benefit of creditors, who are insiders:

Name/Firm                    Salary         Bonus     Expenses
---------                    ------         -----     --------
Beilinson, Marc A.         $934,615    $4,000,000     $244,719
Walker, Timothy J.          292,398       800,000        2,079
Murphy, Mark                292,398       675,000        2,246
Craven, Dennis M.           292,398       175,000       22,766
Ruisi, Lawrence             156,250                      1,594
Kentoff, Eric L.             97,374        45,000            -
Kleisner, Fred               93,750             -
Zuroff, Bernard L.           18,750             -        4,678
Apollo Investment Corp.           -             -       85,745
Korval, Justin                    -             -          179
                           ---------     ---------    ---------
                          $2,177,934    $5,695,000     $364,008

Apollo is Grand Prix Holdings' beneficial owner.  Mr. Beilinson is
the Debtors' chief restructuring officer, Mr. Walker is the chief
executive officer, Mr. Craven is the chief financial officer, Mr.
Murphy is the general counsel and secretary, and Mr. Kentoff is
the assistant secretary.  Messrs. Kleisner, Korval, Ruisi and
Zuroff are trustees.

In April 2010 and May 2010, certain of the Debtors' lenders under
the Fixed Rate Mortgage Loan Agreement and Floating Rate Mortgage
Loan Agreement began exercising their rights to exercise control
over the Debtors' lockbox bank accounts, according to Mr. Cook.
Under these rights, cash was swept from Debtor accounts to lender
accounts.  Certain of the lockbox accounts are shared by multiple
Debtors and it is not practical for the company to allocate the
resulting sweeps among each Debtor sharing the lockbox account for
the purposes of this disclosure, Mr. Cook says.  He also notes
that due to the limited information available to the Debtors
regarding lender escrow accounts, a complete reconciliation has
not been performed at this time.

In the ordinary course of business, from time to time, the
Debtors' guests experience personal injury and property losses,
Mr. Cook avers.  He asserts that those losses are often covered or
reimbursed by the Debtors, and are generally insured under the
various insurance policies maintained by the Debtors, subject to
retentions and deductibles.

Within one year immediately preceding the Petition Date, Grand
Prix paid these firms for services relating to debt counseling and
bankruptcy:

Firm Name                        Date          Amount
---------                        ----          ------
AP Services, LLC              06/11/2010     $250,000
                               07/14/2010      262,848

Carl Marks Advisory           06/16/2010       75,000
Group LLC                     07/16/2010       25,021

CBRE-Appraisals               07/13/2010      375,000

Ernst & Young                 06/04/2010      134,421
                               06/11/2010       80,393

FTI                           06/14/2010      316,209

Haynes and Boone, LLP         05/21/2010        1,650
                               06/18/2010      176,173

Kirkland & Ellis LLP          03/31/2010    1,000,000
                               04/16/2010      486,397
                               05/06/2010      400,000
                               05/26/2010      186,485
                               06/18/2010      477,968
                               07/02/2010      670,957
                               07/12/2010      299,972
                               07/14/2010      366,835
                               07/14/2010       95,588

Merrill Communications LLC    07/02/2010       58,545

Moelis & Company LLC          05/07/2010      433,573
                               06/04/2010      211,729
                               06/28/2010      206,067

Omni Management Group LLC     06/16/2010       50,000
                               07/15/2010       25,000

Skadden, Arps, Slate,         09/03/2009       69,689
Meagher & Flom LLP            10/02/2009          499
                               05/21/2010       24,860
                               05/27/2010      143,169
                               06/16/2010      100,000
                               07/09/2010        3,954

Grand Prix Holdings also reveals that it wholly owns Innkeepers
USA Trust from April 13, 2007, through the present.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Submits Rule 2015.3 Report as of Sept. 7
--------------------------------------------------------
Debtors Innkeepers USA Limited Partnership and KPA Leaseco Holding
Inc. filed with the Court a periodic report as of September 7,
2010, based on the unaudited income statement and balance sheet
information dated as of December 31, 2009, on the value,
operations, and profitability of those entities in which their
bankruptcy estates hold a substantial or controlling interest, as
required by Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure.

Specifically, the Innkeepers' estate, through its non-Debtor
subsidiary, KPA Raleigh LLC, owns a 49% ownership interest in
Genwood Raleigh LLC, a fee owner of the Sheraton in Raleigh, North
Carolina.  KPA Leaseco's estate, through its non-Debtor
subsidiary, KPA Raleigh Leaseco LLC, owns a 49% ownership interest
in Genwood Raleigh Lessee LLC, the property lessee of the Sheraton
in Raleigh, North Carolina.

None of KPA Raleigh LLC, Genwood Raleigh LLC, KPA Raleigh Leaseco
LLC, or Genwood Raleigh Lessee LLC is a Debtor.

The Debtors disclose these information:

                              % Ownership Interest     Net Book
  Entity                       Held by the Debtors        Value
  ------                       -------------------        -----
  KPA Raleigh LLC                       100%           $162,000

  KPA Raleigh Leaseco LLC               100%            162,000

  Genwood Raleigh Lessee LLC             49%         (2,507,000)
                                    indirect
                                   ownership

  Genwood Raleigh LLC                    49%         (3,886,000)
                                    indirect
                                   ownership

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


J CREW: Moody's Withdraws 'Ba1' Ratings as Rated Debt Repaid
------------------------------------------------------------
Moody's Investors Service withdrew J. Crew Operating Corp.'s debt
ratings.

These ratings were withdrawn:

* Corporate Family Rating at Ba1;
* Probability of Default Rating at Ba1;
* Senior secured term loan due 2013 at Ba1 (LGD 4, 51%).

                        Ratings Rationale

Moody's withdrew the credit ratings because the company's rated
debt has been fully repaid.

The last rating action on J. Crew was on April 20, 2010, when
Moody's upgraded the company's Corporate Family Rating to Ba1 from
Ba2, with a stable outlook.

J. Crew Operating Corp., headquartered in New York, NY, is a
multi-channel apparel retailer that operates 328 retail and
factory outlet stores under the J. Crew, crewcuts and Madewell
names, a catalog and websites under the J. Crew and Madewell
names.  Revenue for the twelve months ended July 31, 2010,
approached $1.7 billion.


JAMES EATON: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: James K. Eaton, Sr.
        200 Church St.
        Nashville, TN 37201

Bankruptcy Case No.: 10-09709

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: E. Covington Johnston, Esq.
                  JOHNSTON & STREET
                  238 Public Sq.
                  Franklin, TN 37064
                  Tel: (615) 791-1819
                  Fax: (615) 791-1418
                  E-mail: ecjohnston@covad.net

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
State of Tennessee Dept   Sales Tax              $125,000
of Revenue


JEFFREY MABRY: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jeffrey Leland Mabry
               Cathy Lavon Mabry
               155 Bates Road
               Lebanon, TN 37087

Bankruptcy Case No.: 10-09734

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

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

Scheduled Assets: $1,048,000

Scheduled Debts: $1,107,755

A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-09734.pdf


LAS PALMAS: Slow Economy Prompts Chapter 11 Bankruptcy Filing
-------------------------------------------------------------
Bill Freehling at fredericksburg.com reports that Las Palmas
Cafe, a Puerto Rican restaurant operator, sought bankruptcy
protection in Richmond, Virginia, as part of its efforts to stay
open.  Las Palmas owner Jeanette Reyes-Soto said the weak economy,
slow summer and a family emergency have made it impossible to
cover all the restaurant's expenses, including its rent.

Las Palmas Cafe, L.L.C., filed for Chapter 11 protection on August
10, 2010 (Bankr. E.D. Va. Case No. 10-35533).  It estimated assets
and debts under $1 million in its Chapter 11 petition.  A copy of
the petition is available at
http://bankrupt.com/misc/vaeb10-35533.pdf


LEHMAN BROTHERS: Vernon Healy Files Another $4 Million in Claims
----------------------------------------------------------------
The investment fraud attorneys at Vernon Healy filed another $4
million in claims against UBS, alleging that the firm perpetrated
securities fraud against investors who were sold Lehman products,
including products that UBS promised were principal protected.

The multiple claims filed were made on behalf of a cross section
of investors including educators, trusts, retirees, business
owners and entrepreneurs who've grown their businesses over a
lifetime.

To date, Vernon Healy has brought close to $10 million in claims
on behalf of retail investors who were sold Lehman principal
protected notes.  They allege that UBS knew full well that Lehman
Brothers was in deep financial trouble while it continued to push
Lehman products to Main Street investors.

These UBS-designed investment products supplied Lehman Brothers
with an infusion of unsecured loans from Main Street investors as
the housing market decline and credit crisis threatened Lehman
Brothers' solvency, according to the claims.  Contrary to sales
pitches that represented that many of the Lehman structured
products were principal protected, the Lehman Brothers bankruptcy
in September 2008 left Lehman note holders standing at the back of
the bankruptcy line as unsecured creditors, the claims say.

In order to sell the products, UBS disseminated misleading product
descriptions to its financial advisors that emphasized the safety
and security, according to the claims filed today.  Actually, the
notes were a highly complex and illiquid product designed by UBS
that carried significant credit risk, the claims state.
"Structured notes are very complicated products not fully
understood by many financial advisors, much less retail
investors," said Chris Vernon, founder of Vernon Healy.  "Despite
their complexity, at their core these products were for the most
part nothing more than unsecured and illiquid medium term loans to
Lehman."

The investors represented in the numerous filings today include a
retired sales executive and other retirees, a retired and disabled
educator, business owners and entrepreneurs, and trustees.  With
respect to some, these losses have had a dramatic effect on
retirement nest eggs and personal financial security.

As the architect of these Lehman structured products, UBS knew of
Lehman's precarious financial position, but UBS continued to urge
its financial advisors through significant internal marketing to
pitch Lehman principal protected notes, reverse convertible notes
- referred to by UBS as Yield Optimization Notes - and other
structured products related to Lehman, according to the claims.

Adding insult to injury, UBS was peddling Lehman products it knew
were highly risky to investors at the same time it was reaping
huge profits from much safer collateralized, high-interest, short-
term loans it was making to Lehman, Vernon said.  According to the
claims filed today, UBS was profiting behind the scenes from
Lehman's weak financial position while it continued to recommend
Lehman structured products to its client base.

"UBS, like several other financial institutions on Wall Street,
used its knowledge of Lehman's desperate financial situation to
line its own pockets rather than protect its clients or the
investing public," Vernon said.  "Through the spring of 2008, UBS
continued to charge Lehman shocking rates of interest for fully
collateralized short term loans."

Vernon Healy is a Naples, Florida law firm that represents
investors nationwide who are victims of stock fraud and stock
losses due to broker fraud and brokerage firm fraud and
misconduct.  Vernon Healy's ongoing investigation of Lehman
principal protected note sales in the United States has now
expanded to sales of Lehman structured notes in Europe, as well as
the sales of other types of structured products sold in the U.S,
especially "reverse convertibles."  Vernon Healy's investment
fraud attorneys are experienced in arbitration and litigation, and
the firm assists clients in attempting to recover losses caused by
all manner of financial fraud and negligence.  It focuses its
practice on complex financial litigation and arbitration as well
as other complex business litigation and arbitration.

                      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 September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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.

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.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge 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 September 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 September 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)


LEVEL 3: John Ryan to Succeed Stortz as Chief Legal Officer
-----------------------------------------------------------
Level 3 Communications Inc. said that its Executive Vice
President, Chief Legal Officer and Secretary, Thomas C. Stortz,
will retire at the end of 2010.  The Company has selected John M.
Ryan as its Chief Legal Officer to succeed Mr. Stortz effective
upon Mr. Stortz's retirement.

                           About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: Fitch Assigns 'CCC/RR5' Rating on $175 Mil. Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR5' rating to Level 3
Communications, Inc.'s proposed $175 million issuance of
convertible senior notes due October 2016.  The notes will rank
pari passu with LVLT's existing senior unsecured indebtedness.
Fitch's current Issuer Default Rating for LVLT and its wholly
owned subsidiary Level 3 Financing, Inc., is 'B-' with a Stable
Rating Outlook.  As of June 30, 2010 LVLT had approximately
$6.4 billion of debt outstanding.

The proceeds from the note offering are expected to be used for
general corporate purposes including the repurchase or redemption
of LTLV's 5.25% convertible senior notes due 2011 (the 2011
notes).  Fitch believes the issuance is a positive event for LVLT
which positions the company to address its remaining maturity
during 2011, clears its maturity schedule through June 2012, and
provides additional financial flexibility during a period of
expected weak operating performance.  As of June 30, 2010, LVLT
had approximately $442 million of cash on hand (which subsequent
to the end of the second quarter was reduced by $38 million as
LVLT paid off the remaining $38 million of its 2.875% convertible
senior notes at maturity) while lower than the $836 million of
cash on hand as of year end 2009 should be sufficient to fund
anticipated free cash flow deficits.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position relative to larger and
better capitalized market participants, and the slower than
anticipated timing of its ability to recapture the revenue growth
momentum based on demand for the company's services and stable
pricing environment while maintaining operating margins.
Importantly, Fitch expects the lingering effects of the recession,
particularly higher unemployment, coupled with the tendency for
the demand for telecommunication services to lag economic recovery
will likely delay material improvement of LVLT's operating and
credit profile into 2011.

After generating approximately $44 million of positive free cash
flow (defined as cash flow from operations less capital
expenditures and dividends) during 2009, the company's weaker
operating profile contributed to a free cash flow deficit of
$109 million during the first half of 2010, which compares
unfavorably to the free cash flow deficit of $62 million reported
by the company during the first half of last year.  Fitch does not
expect LVLT to generate positive free cash flow during 2010.  As
LVLT's capital expenditures are largely success based, Fitch
believes that as revenue growth returns, capital expenditures will
increase both in absolute terms and as a percent of revenues.  In
Fitch's opinion, a return to positive free cash flow generation
will largely be predicated on the timing and intensity of an
economic recovery and LVLT's ability to increase revenues and
drive operating margin improvements.

Fitch recognizes LVLT's improving operating trends coming out of
the economic recession; however, a return to a stronger operating
profile, including a higher pace of revenue growth, margin
expansion and positive free cash flow generation is linked to
further stabilization of customer churn rates and higher demand
for LVLT's service offering.  As customers continue to groom their
own networks and delay purchases of additional services or network
capacity, reduced demand for transport and infrastructure services
within LVLT's key Core Network Services segment continues to
hinder the company's ability to grow revenues.

LVLT's weaker operating performance has resulted in an erosion of
credit protection metrics.  The company's leverage metric
increased to 7.44 times for the last 12 month (LTM) period ended
June 30, 2010, versus 7.04x as of year end 2009 and 6.4x as of
June 30, 2009.  Fitch expects that credit protection metrics will
continue to trend negatively for the remainder of 2010 before
rebounding somewhat during the later half of 2011.

Positive rating actions will likely be considered as the company
re-establishes sustainable revenue growth which Fitch expects
would lead to margin expansion, free cash flow generation and
strengthening credit protection metrics including driving leverage
below 6.5x.  Negative rating actions would stem from non-core,
leveraging merger and acquisition activity, debt financed
shareholder friendly actions, revenue declines that are larger and
more persistent than expected, operating margin compression, and
elevated liquidity or refinancing risks.

Fitch notes that weaker operating results experienced by LVLT
during the course of 2010 put Recovery Ratings at the lower end of
the 'RR2' Recovery Ratings assigned to the senior notes issued by
Level 3 Financing, Inc. and the 'RR5' Recovery Rating assigned to
the senior convertible notes issued by LVLT.  Continued erosion of
LVLT's operating profile during the balance of 2010 may lead to
lowering the Recovery Ratings and the issue specific ratings
assigned to the debt issued by Level 3 Financing, Inc. and LVLT.


LEVEL 3: S&P Assigns 'CCC' Rating on $175 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
issue-level rating and '6' recovery rating to Broomfield,
Colo.-based Level 3 Communications Inc.'s proposed aggregate
$175 million of convertible senior notes due 2016.

The company intends to use the proceeds from the new notes for
general corporate purposes, including the potential repurchase or
redemption of its 5.25% convertible senior notes due in 2011.
This facilities-based provider of communications services and
transport reported just under $6.3 billion of consolidated debt at
June 30, 2010.

Other ratings, including the 'B-' corporate credit rating and the
stable outlook, remain unchanged.

                           Ratings List

                    Level 3 Communications Inc.

         Corporate Credit Rating            B-/Stable/--

                         Ratings Assigned

                    Level 3 Communications Inc.

        $175 mil. convertible senior notes due 2016    CCC
         Recovery Rating                               6


LINN ENERGY: Moody's Upgrades Ratings on Senior Notes to 'B2'
-------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured note
rating for Linn Energy, LLC, to B2 from B3.  Moody's moved Linn's
outlook to stable from positive while also assigning a B2 (LGD 5;
71%) rating to Linn's proposed $750 million senior unsecured notes
and affirming its existing B1 Corporate Family Rating, B1
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity Rating.

Upgrades:

Issuer: Linn Energy, LLC

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2,
     LGD5, 71% from B3, LGD5, 81%

Assignments:

Issuer: Linn Energy, LLC

  -- Senior Unsecured Regular Bond/Debenture, Assigned 71% - LGD5
     to B2

Outlook Actions:

Issuer: Linn Energy, LLC

  -- Outlook, Changed To Stable From Positive

                        Ratings Rationale

Note proceeds from the offering will be used to fund repay
borrowings under its senior secured credit facility.  Under
Moody's Loss Given Default methodology, the rating for the new and
existing senior notes remains are one-notch below the B1 CFR due
to the significantly higher proportion of senior unsecured debt in
Linn's capital structure.  Pro forma for the new notes, the
$1.5 billion borrowing base revolver will only be approximately
36% of the capital structure as determined under the LGD
methodology, resulting in a single-notch from the CFR.

"The move to a stable outlook reflects Linn's growth through a
recent series of debt funded acquisitions which has pushed
leverage on the Proven Developed reserve and production
significantly higher," said Ken Austin, Moody's Senior Credit
Officer.  "Although the company continues to grow its scale and
increase its diversification to ranges that compare favorably to
the B1 peer group, leverage is on the high end for the rating and
will slow Linn's progress in developing an overall profile
compatible with a higher rating."

Despite a reserve and production profile consistent with a higher
rating and a broader exposure to crude oil and natural gas
liquids, more than $500 million of fully debt funded acquisitions
since April has pushed pro forma leverage to near historically
high levels.  Pro forma leverage on the PD reserves is over
$12.00/boe (based on 12/31/09 reported reserves) and pro forma
debt to average daily production is over $50,000/boe per day, both
well above the average for the B1 peer group.

The stable outlook assumes that Linn will return to its track
record of funding significant acquisitions with a meaningful
equity component.  Prior to the acquisitions completed since April
2010, Linn had cumulatively funded approximately 65% of its
acquisitions with equity.  Although Moody's does not expect the
company to use this high level of equity for all future
acquisitions, Moody's expect that additional acquisitions will be
sufficiently equity funded to bring leverage back to levels prior
to the recent acquisitions.  In addition, the stable outlook
considers that year-end results in PD reserve and production
growth will assist in de-leveraging and continuing of the
company's solid operating trends.

A return to a positive outlook would require the company to
utilize a significant portion of equity to fund future
acquisitions in order to bring leverage on the PD reserves back
towards the in the $7.00/boe range, which is consistent with the
Ba3 peer group.  An upgrade would also require evidence that the
company's 2010 capital program results in good reserve and
production growth at competitive costs.

However, despite the company's solid organic operating
performance, if Linn pursues additional debt funded acquisitions
and leverage increases from current levels, the outlook could move
to negative.

The SGL-3 Speculative Grade Liquidity rating reflects the
significant availability Linn will have under its senior secured
revolving credit facility.  Pro forma for the notes offering, Linn
will have approximately $1.2 billion of availability under its
$1.5 billion revolving base revolving credit facility which will
be available to fund the company's aggressive capital spending
program.  This availability, along with expected cash flows should
be more than sufficient to cover planned capital spending needs,
interest expense, and working capital requirements over the next
twelve months.  Moody's also expects that will Linn will have
sufficient room under the credit facility's maintenance covenants
that will ensure accessibility over the next twelve months.

Moody's last rating action for Linn Energy, LLC, was on March 23,
2010, when Moody's assigned a positive outlook following the
issuance of new notes.

Linn Energy is a Houston, Texas-based independent energy company
engaged in the development, production, acquisition, and
exploitation of long life crude oil and natural gas properties in
the United States.  The company's reserves and production are
located in California, Permian, and Mid- Continent regions.


LYONDELL CHEMICAL: BNY Sued for Losses on $1-Bil. in Basell Notes
-----------------------------------------------------------------
Karen Freifeld at Bloomberg News reports that Bank of New York
Mellon Corp. was sued by Arrowgrass Master Fund Ltd. and other
holders of about $1 billion in 8.375% notes due in 2015 to recover
losses stemming from the bankruptcy of Lyondell Chemical Co.

According to the report, Bank of New York is the indenture trustee
for the notes, issued by Basell AF in 2005.  The bank failed to
protect the noteholders' interests when Basell bought Lyondell in
2007, according to the lawsuit filed September 15 in New York
State Supreme Court.

Bloomberg recounts that Basell, based in Luxembourg, borrowed
about $20 billion from banks to buy Lyondell, swelling its senior
debt 10-fold, the noteholders said.  The debt burden led Lyondell,
a Houston- based chemical maker and oil refiner, to file for
bankruptcy 13 months later, according to the suit.

"The plaintiffs will recover only a small percentage of the
approximately $1 billion owed to them," the noteholders said in
the complaint. "BNY's actions and omissions directly caused the
hundreds of millions of dollars in losses that plaintiffs now seek
to recover from it."

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the US$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On January 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 on April 24,
2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with $3 billion of
opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MARK BRUNELL: Close to Filing Chapter 11 Plan, Lawyer Says
----------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that with his spot on the New York Jets' bench secured,
National Football League quarterback Mark Brunell is close to
filing a bankruptcy-exit plan, his attorney said.

Robert Wilcox, Esq., told the Jacksonville Daily Record that Mr.
Brunell, 39, couldn't file a plan detailing how he intends to
repay creditors sooner because he was unsure if he would make the
Jets' opening-day roster.  But Mr. Brunell was on the sidelines
for Monday night's season-opening loss to the Baltimore Ravens.
Mr. Brunell is slated to make $1.5 million this season.

Mr. Wilcox told Jacksonville Daily that Mr. Brunell is negotiating
with key creditors and is likely to allow secured lenders to take
back properties that are worth less than their mortgages.

Most of Mr. Brunell's debts are connected to his personal
guarantees of loans made to his real estate businesses.  The
three-time Pro Bowler was also named in a lawsuit filed in
connection with the Florida project that sought $2.24 million from
Brunell and former Jaguars teammates Joel Smeenge and Todd
Fordham.

                       About Mark Brunell

Mark Brunell is a National Football League quarterback.
Mr. Brunell played for the Jacksonville Jaguars and has earned
more than $50 million playing football.  Mr. Brunell, a three-time
Pro Bowl selection, is involved with a real estate project that is
being foreclosed upon in Jacksonville Beach and other failed
investments in Michigan.

Mr. Brunell filed for Chapter 11 on June 25, 2010 (Bankr. M.D.
Fla. Case No. 10-05550).  In court papers, he listed $5.5 million
in assets and debts of $24.7 million, mostly tied to failed real-
estate investments.  Dow Jones' Daily Bankruptcy Review notes that
Mr. Brunell earned more than $50 million in his NFL career, but
was only collecting a $5,000 monthly salary from his youth
football camp operation at the time of his Chapter 11 filing.


MERUELO MADDUX: Stockholders Amend Chapter 11 Plan
--------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux Properties'
stockholders Charlestown Capital Advisors and Hartland Asset
Management filed a Second Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court.

The Plan's foundation is a $70 million recapitalization via a
$5 million cash infusion by Legendary and conversion of
$65 million of the Proponents' debt to equity.  This conversion
and cash infusion will result in Charlestown and Hartland owning
80% of Reorganized MMPI if no Holders of MMPI existing common
stock exercise their Subscription Rights, and 70% of the stock of
Reorganized MMPI in the event that the Subscription Rights are
fully exercised.

In addition to retaining an aggregate 20% interest in Reorganized
MMPI on account of their existing holdings, holders of MMPI
existing common stock of record as of the Effective Date will be
offered the right to invest up to  $10 million to purchase
additional shares of Reorganized MMPI, equal to a 10% stake in
Reorganized MMPI.

This backstop eliminates any concerns regarding the Plan's
feasibility in the event the Rights Offering does not occur as the
net result to the Reorganized Debtors will be the same, according
to the Disclosure Statement.

Meanwhile, American Bankruptcy Institute reports that bankruptcy
Judge Kathleen Thompson again held off on approving one of the
disclosure statements submitted by Meruelo Maddux, certain of its
secured creditors and a shareholder group.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


METRO-GOLDWYN-MAYER: Lenders Extend Forbearance Until Oct. 29
-------------------------------------------------------------
Carl DiOrio, writing for The Hollywood Reporter, reports that
Metro-Goldwyn-Mayer has gotten another needed postponement of more
than $450 million in debt payments.  According to Mr. DiOrio, as
expected, more than 100 holders of almost $4 billion in MGM have
agreed to a seventh debt forbearance agreement with the studio.
MGM now has until Oct. 29 to pay lenders $250 million in principal
and more than $450 million in owed interest.

As reported by the Troubled Company Reporter on September 10,
2010, Claudia Eller and Ben Fritz, writing for The Los Angeles
Times, reported that Spyglass Entertainment founders Gary Barber
and Roger Birnbaum have signed a nonbinding letter of intent to
take over the management of MGM as co-chairmen and co-chief
executives, according to people familiar with the deal.

Lenders to MGM, which owes more than $3.7 billion, have endorsed
the plan, said the person, who asked not to be identified because
the agreement isn't public, according to Bloomberg.

Spyglass, a Los Angeles-based film production company, presented
its restructuring proposal to more than 100 lenders on a
conference call last month.  According to the LA Times, the
proposal calls for:

     -- Spyglass chiefs Gary Barber and Roger Birnbaum to take
        over a significantly slimmed down MGM following a
        pre-packaged bankruptcy;

     -- MGM would produce several movies per year, including a
        "James Bond" movie and two planned pictures based on "The
        Hobbit," and outsource theatrical distribution to one of
        the six major studios per year;

     -- Messrs. Barber and Birnbaum would get an ownership stake
        of 4% to 5% in the new MGM;

     -- About 15 movie titles owned by Messrs. Barber and
        Birnbaum, such as "The Sixth Sense" and "Seabiscuit,"
        would be folded into MGM's catalog of 4,000 movies; and

     -- Spyglass would remain a separate company producing its own
        films.

LA Times noted that independent studio Lions Gate Entertainment
Corp. still has an alternative proposal on the table to merge with
MGM.  Warner Bros. parent Time Warner Inc. is also in the wings
with a long-standing $1.5-billion acquisition offer.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.

MGM is grappling with $3.7 billion in debt.  In July 2010, MGM
received a sixth forbearance from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility, until September 15.

As reported by the Troubled Company Reporter on August 12, 2010,
sources told The Wall Street Journal that MGM hopes to file a
"prepackaged" bankruptcy sometime in mid-September, when the
latest waiver on debt payments expires.  J.P. Morgan Chase & Co.,
a major MGM creditor, is working on providing between $150 million
and $200 million in debtor-in-possession financing to steer the
studio through bankruptcy, one of the sources told the Journal.

MGM tried to sell itself in March 2010 but received low bids.  MGM
has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.


MICRIN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Micrin Holdings Corporation
        P.O. Box 7640
        Dallas, TX 75209

Bankruptcy Case No.: 10-36428

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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/txnb10-36428.pdf

The petition was signed by Mark Henderson, president.


MOMENTIVE PERFORMANCE: Signs $7.5-Bil. Deal to Merge with Hexion
----------------------------------------------------------------
Momentive Performance Materials Holdings Inc. and Hexion LLC
announced an agreement under which their newly-formed holding
companies will merge, creating a global leader in specialty
chemicals and materials.

The boards of both holding companies have unanimously approved the
merger, which is subject to customary conditions.  Closing is
anticipated to occur Oct. 1, 2010.  The new company will operate
under the Momentive Performance Materials name.

The capital structures of both Momentive Performance Materials
Holdings Inc. and Hexion LLC and their respective subsidiaries
will remain separate and in place.  Upon closing, with 117
production facilities, more than 10,000 associates, pro forma
annualized sales of approximately $7.5 billion and Adjusted EBITDA
of $1.24 billion.

Affiliates of investment firm Apollo Management, L.P. own a
controlling interest in both Hexion and Momentive.  Based in
Columbus, Ohio, Hexion serves industrial customers with a wide
range of specialty chemicals.  Momentive, based in Albany, New
York, provides industrial customers and consumers with silicone-
and quartz-based specialty materials.

"We believe the time is right to unify these two companies into a
global leader in the specialty materials space," said Josh Harris,
Managing Partner and co-founder of Apollo Management.  "Once the
transaction is completed, the combined company will be able to
provide customers with a full range of specialty chemicals and
materials and will have significant operations in virtually all
major world markets.  The transaction does not require any
additional financing and will result in significant synergies that
will enhance the financial profile of the new Momentive."

Craig O. Morrison, Chairman and CEO of Hexion, will become
Chairman and CEO of the combined company upon completion of the
merger.  Dr. Jonathan Rich, President and CEO of Momentive, will
join the Board of Directors of the newly formed company and will
continue his association with Apollo Management.

In addition, William H. Carter, Executive Vice President & CFO
for Hexion, will assume that role in the new company.  Tony
Colatrella, CFO for Momentive, will assist in the transition.
Steven Delarge, President of the Americas for Momentive, will
become President of a new global Silicones & Quartz Division
within the new Momentive organizational structure.

The new company will be headquartered in Columbus, Ohio, and will
maintain a significant presence in Albany, New York, where its
silicones business will continue to be headquartered.

"This transaction will forge an industry leader in specialty
chemicals and materials, with significant operations in Asia,
Europe and the Americas, a broad product and service profile and
excellent opportunities for value creation," Mr. Morrison said.
"We are excited about the opportunities this transaction will
bring to our customers and our associates, and the
transformational opportunity we have to create a specialty company
of significant size and scale."

"The complementary technologies of our two companies will enable
the combined company to present to customers a full range of
innovative solutions for their materials needs," said Dr. Rich.
"The combination will create a leader in cutting-edge solutions
serving a wide range of industrial and consumer product needs."

A full-text copy of the Combination Agreement is available for
free at http://ResearchArchives.com/t/s?6b2c

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.

According to the Troubled Company Reporter on May 21, 2010,
Moody's Investors Service changed the rating outlook for Momentive
Performance Materials Inc. to stable from negative reflecting the
substantial improvement in performance in the first quarter of
2010 and the expectation that profits will remain elevated.
Moody's also affirmed the company's other ratings (Corporate
Family Rating at Caa1) and updated the LGD point estimate for the
senior unsecured notes.


NBTY INC: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on NBTY.  The outlook is stable.

S&P lowered the preliminary issue-level rating on the proposed
senior secured credit facility to 'BB-' from 'BB'.  S&P revised
the recovery rating to '2' from '1' due to the $250 million
increase in debt at the senior secured tranche.  The '2' recovery
rating indicates S&P's expectation of substantial (70% to 90%)
recovery for debt holders in the event of payment default.  S&P
also affirmed the preliminary 'B' issue-level rating on the
proposed bridge facility/senior unsecured notes, which was
downsized $250 million.  The recovery rating is '5', which
indicates S&P's expectation of modest (10% to 30%) recovery for
debt holders in the event of payment default.  The preliminary
issue and recovery ratings on facility/senior unsecured notes are
based on preliminary terms and closing conditions, subject to
review upon receipt of final documentation.

S&P also affirmed the 'BB' issue-level rating on NBTY's senior
secured credit facility.  The recovery rating is '1', which
indicates S&P's expectation of very high (90% to 100%) recovery
for debt holders in the event of payment default.  S&P also
affirmed the 'B+' issue-level rating on NBTY's senior subordinated
notes due 2015.  The recovery rating is '3', which indicates S&P's
expectation of meaningful (50% to 70%) recovery for debt holders
in the event of payment default.  Upon closing of the transaction,
S&P will withdraw its ratings on the existing senior secured
credit facility and existing senior subordinated debt.

"The ratings on NBTY reflect what S&P view as a highly leverage
financial risk profile due to the significant debt burden and its
aggressive financial policy following the leverage buyout
transaction," said Standard & Poor's credit analyst Jacqueline
Hui.  The announcement of the $250 million increase in the senior
secured debt, corresponding $250 million decrease in the senior
subordinated debt, and possible $50 million increase in the
revolving credit facility does not affect total debt levels and
the overall rating on the company.  In addition to the weak credit
metrics and aggressive financial policy, the 'B+' rating on NBTY
also reflects the company's participation in the highly
competitive vitamins, minerals, and supplements industry, which
S&P believes supports a fair business risk profile.  Other factors
include the company's distribution channel and product diversity,
and scale.

NBTY is a vertically integrated VMS manufacturer and marketer.
S&P believes the company's vertical integration, manufacturing
efficiency, and scale allow it to produce low-cost products that
are diversely distributed through wholesale, retail and direct-
response channels (including mail order and internet sales).  The
company maintains a strong market position; however, the VMS
market remains highly competitive and fragmented in all
distribution channels and is characterized by promotional and
discount activity.

NBTY has historically grown through acquisitions.  Since 1986, it
has acquired and integrated nearly 30 companies, allowing NBTY to
gain significant manufacturing and distribution capacity,
strengthen its global presence, and diversify its product mix.
The company has more than 50 brands and international sales are
about 30% of fiscal 2009 sales.  Its most recent acquisition of
Leiner Health Inc. expanded the company's private label business,
which is approximately 40% of fiscal 2009 wholesale sales, and
enabled the company to gain a sizable new customer.  NBTY has some
customer concentration with its top three customers accounting for
about 25% of fiscal 2009 sales.  The rating does not factor in any
additional large debt-financed acquisitions in the near term.

The outlook on NBTY is stable, reflecting S&P's expectation that
the company will gradually strengthen credit metrics.  S&P expects
NBTY's operating performance to remain strong and that it will
gradually reduce debt levels.  S&P could consider a downgrade if
operating performance weakens and adjusted leverage increases to
6.5x.  S&P estimate this could occur if EBITDA declined 18%
(assuming debt levels do not significantly change from current
levels).

Alternatively, however unlikely, S&P could consider an upgrade if
the company pays down debt and if operating performance continues
to strengthen, causing leverage to decrease to 4x over the near
term.  S&P estimates that this could occur if EBITDA increased 19%
(assuming debt levels do not significantly change).


NEFF CORP: Defends Ch. 11 Plan Against Committee's Attack
---------------------------------------------------------
Neff Corp. on Tuesday defended provisions of its Chapter 11 plan
that would allow Wayzata Investment Partners LLC and Apollo
Capital Management LP to take the company out of bankruptcy
without fear of lawsuits over a 2007 leveraged buyout, according
to Bankruptcy Law360.

As reported in the Troubled Company Reporter on September 10,
2010, BankruptcyData.com said that several parties, including Bank
of America, as agent, and Wayzata Investment Partners filed with
the U.S. Bankruptcy Court objections to Neff's official committee
of unsecured creditors' motion to prosecute certain claims on
behalf of the bankruptcy estates.

The Company also filed a statement of opposition to this same
motion, explaining, "The Committee's Standing Motion should be
denied. The Debtors were fully justified in deciding to pursue
their prearranged restructuring rather than pursue a speculative,
protracted litigation arising from the 2007 LBO and 2008 Exchange
that would irreparably injure its prospects for reorganization.
The Debtors' decision has been vindicated: (1) by engaging with
the participants in its capital structure, the Debtors have
maximized enterprise value and increased creditor recoveries by
over $100 million; and (2) as the Committee's Proposed Complaint
now demonstrates, the claims arising out of the LBO and Exchange
are not colorable and are unlikely to survive motions to dismiss.
Even if the claims were colorable, they present such a minimal
likelihood of success that they do not justify the overwhelming
costs that the litigation would impose on the Debtors."

Finally, the official committee of unsecured creditors filed an
objection to the Debtors' Amended Joint Plan.

                           About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff had assets of $299 million and debt of
$609 million as of the Petition Date, according to the disclosure
statement explaining the plan.  Funded debt totals $580 million.
Revenue in 2009 was $192 million.

Neff has selected an affiliate of Wayzata Investment Partners as
the successful bidder to sponsor its reorganization plan.  The
Plan provides (i) cash recoveries available to second lien lenders
of $73 million, (ii) payment in full in cash or right to
participate in a rights offering for up to $181.6 million for
first lien lenders.  The deadline to vote on Neff's Plan is
September 1, 2010, with Neff's confirmation hearing scheduled to
occur on September 14, 2010.


NEVADA POWER: Fitch Assigns Rating on $250 Mil. Mortgage Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to Nevada Power Company
d/b/a NV Energy's $250 million issuance of secured general and
refunding mortgage notes.  The 5.375%, 30-year series X notes rank
pari passu with NPC's other secured debt and are due Sept. 15,
2040.  The Rating Outlook is Stable.

Proceeds from the issuance will be used to redeem $206 million of
unsecured tax-exempt local furnishing ('two-county') bonds and
$20 million of unsecured tax-exempt pollution control refunding
revenue bonds, with the remaining proceeds to repay credit
facility borrowings.

The issuance is expected to close later.

Key rating factors include these concerns:

  -- High debt leverage and relatively weak financial metrics;
  -- Tough economic conditions in Nevada.

These concerns are somewhat offset by these strengths:

  -- The near-completion of a multi-year plan to significantly
     increase company-owned generation;

  -- A balanced regulatory environment in Nevada.

NPC's ratings remain constrained by the utility's relatively weak
financial metrics.  For the 12 months ended June 30, 2010, NPC's
funds from operations to debt percentage was just 10%, and its
EBITDA interest coverage ratio was 2.9 times.  However, Fitch
expects the utility's high debt leverage to moderate over the next
three years, which should improve its financial profile.  NPC
should benefit from expected recovery in rates of recently
completed projects and a reduced growth capital spending budget
that is limited to the completion of the Harry Allen Generating
Station and other smaller projects.  Fitch would consider
upgrading NPC's ratings if the utility's FFO to debt percentage
and EBITDA interest coverage ratio improve to 16% and 3.7x,
respectively, over this time period.

Recent financial performance reflects the tough economic
conditions in Nevada, a state particularly hard hit by the
collapse of the housing market and broader recession, which has
masked the benefits of the NPC's recently completed infrastructure
investments.  The unemployment rate in Nevada has steadily
increased during the recession and was at 14.2% as of June 2010.
In addition, NPC's residential customer growth is flat, and the
utility does not expect any load growth in 2010 or 2011.  The
local economy is of concern to Fitch, because continued economic
malaise in Nevada over a prolonged period would dampen the uplift
in utility cash flows otherwise expected from the slowdown in
capital spending.

Fitch considers NPC's significant increase in company-owned
generation to be good for credit quality.  The utility's operating
characteristics have been enhanced and set the stage for improved
financial performance in future years.  NPC's generating fleet is
much more efficient now than it was in 2004, the company-owned
generation is a more reliable source of power, and NPC is better
able to directly control the cost of the power produced.  NPC was
capable of generating about 72% of its peak power need in 2009, up
from just 35% in 2004.  This figure should increase to about 80%
with the completion of the 500 MW combined cycle plant at Harry
Allen, expected to be operational in summer 2011.  NPC will remain
reliant on purchased power for a portion of its energy needs,
though, including Renewable Portfolio Standard-related renewable
energy contracts.

Although NPC does generate some of its power from existing coal
plants and a small but growing amount from renewables, its newer
base load generation facilities are all powered by natural gas.
This increased fuel source concentration exposes NPC to natural
gas prices that have historically been extremely volatile.  This
concern is largely mitigated by fuel and purchased power cost
pass-through mechanisms allowed by the Public Utility Commission
of Nevada that help provide some stability to cash flows.  The
base tariff energy rate adjusts rates on a quarterly basis to
reflect fuel and purchased power costs.  The deferred energy
accounting adjustment then provides recovery for (or refunding of)
fuel and purchased power deferred energy balances on an annual
basis.  Fitch's internal forward price forecasts for natural gas
also support a more stable pricing structure over the next few
years.

The PUCN pre-approves planned construction costs for recovery in
future general rate cases and has mitigated regulatory lag by
permitting use of a hybrid test year methodology.  The build-up of
company-owned generation in recent years has resulted in high debt
levels, which prolonged the improvement of NPC's weak financial
metrics.  Based on Fitch's projections, cash flows and leverage
are expected to benefit from the near-completion of generation
projects and likely recovery of costs in upcoming rate cases, with
NPC expected to file its next GRC in summer 2011.

Consolidated capital expenditures for NPC and its smaller sister
utility Sierra Pacific Power Company d/b/a NV Energy peaked in
2008 at more than $1.5 billion, and then decreased to about
$820 million in 2009.  Fitch expects the utilities to maintain a
more manageable capital spending budget going forward, spending
$570 million in 2010, $540 million in 2011, and $570 million in
2012.  About $200 million in 2010 is the bulk of remaining
construction costs for NPC's Harry Allen generating facility.  In
2011 and 2012, roughly $125 million and $175 million,
respectively, of expected capital expenditures are related to the
Advanced Service Delivery smart grid project, the ON Line
transmission project, and several renewable energy projects.

ON Line, which would be a 500 kilovolt transmission line jointly
owned with Great Basin Transmission, LLC (not rated by Fitch),
would connect SPPC in the north with NPC in the south.  Fitch
considers this jointly owned project favorable because it would be
a cost-effective way to create energy-sharing efficiencies between
NPC and SPPC and provide NPC with access to renewable energy
resources in parts of northern and eastern Nevada, which would
help NPC meet the RPS mandates.

Fitch considers NPC's liquidity position to be adequate to meet
near-term needs, with sufficient availability under a $600 million
facility that expires in 2013.  Availability under the facility is
reduced by negative mark-to-market exposure of hedging
obligations, but never by more than $300 million.  Hedging
obligations are not large and are expected to decline as a result
of the utilities' suspension of their hedging programs in October
2009.  As of Aug. 4, 2010, negative mark-to-market exposure
reduced availability by $43.4 million.

NPC is a vertically integrated, regulated utility that serves
approximately 827,000 electric customers in southern Nevada,
including the Las Vegas metropolitan area.  NPC is a subsidiary of
holding company NV Energy, Inc., which is also the parent company
of SPPC.  SPPC serves more than 365,000 electric and nearly
150,000 natural gas customers in northern Nevada and the Lake
Tahoe region in California.

Fitch currently rates NVE, NPC, and SPPC:

NVE

  -- Long-term Issuer Default Rating 'BB';
  -- Senior unsecured debt 'BB'.

NPC

  -- Long-term IDR 'BB+';
  -- Senior secured debt 'BBB';
  -- Senior unsecured debt 'BB+'.

SPPC

  -- Long-term IDR 'BB+';
  -- Senior secured debt 'BBB'.


OASIS VINEYARDS: Va. Court Won't Dismiss Bankruptcy Case
--------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Robert G. Mayer of the Alexandria, Va.,
bankruptcy court, refused to dismiss the case of Oasis Vineyards
Inc., which filed for Chapter 11 protection in December 2008 and
converted to Chapter 7 liquidation this March.  Tareq Salahi --
who appears alongside his wife Michaele in the "Real Housewives of
D.C." -- had sought the case's dismissal on July 21, saying the
bankruptcy wasn't filed with the proper authority in the first
place.

According to Dow Jones, Mr. Salahi said that he is majority
shareholder "by and through an exclusive power of attorney from
Dirgham Salahi," his father.  Mr. Salahi claims his mother wrongly
filed the bankruptcy case without consulting him and that the
filing "may have compromised the wine business beyond repair."

The report says the bankruptcy trustee, Kevin McCarthy, opposed
Mr. Salahi's request.  "It is too late for Salahi" to contest the
original bankruptcy petition, Mr. McCarthy said, because Mr.
Salahi received notice of both the original filing and the case.

"It has been more than 19 months since the filing of the Chapter
11 bankruptcy petition," Mr. McCarthy said, according to DBR.
"Throughout that period creditors have been stayed from any
attempt to dismember the debtor's winery assets. . . .  His
premise is that the outcome of his power of attorney dispute with
his mother Corinne, scheduled for trial in September 2010, will
determine the debtor's continued right to be in bankruptcy. The
trustee respectfully disagrees with Salahi."


OSHKOSH CORP: Moody's Assigns 'Ba2' Rating on $1.2 Bil. Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Oshkosh Corp's
new $1.2 billion senior secured credit facility.  The Ba2 ratings
reflects the facility's structural position within a capital
structure that has strengthened due to significant debt reduction
in recent years.  Concurrently, Moody's affirmed the Ba3 corporate
family rating (press release dated August 27, 2010).  As there
discussed, Moody's believes that the company's profitability will
likely peak in 2010 as the contracts for the MRAP-All Terrain
Vehicles is expected to wind-down over the next year.  The ratings
also reflect the belief that the company's non-defense businesses
are mostly stabilizing and should improve over time as the natural
equipment replacement cycle of access equipment and fire trucks
takes hold and as the economy improves.  The ratings on the
company's exiting senior secured credit facility will be withdrawn
upon the close of the transaction.  The ratings outlook is stable.

Affirmation:

Issuer: Oshkosh Corporation

  -- CFR at Ba3,

  -- PDR at Ba3

  -- Senior Unsecured Regular Bond/Debenture, B2 LGD5, 88% from B2
     LGD5, 89%

  -- $550 million Revolving Credit Facility at Ba2 LGD3, 36%

  -- Term loan B at Ba2, LGD3, 36%

  -- SGL-1

Assignments:

Issuer: Oshkosh Corporation

  -- Senior Secured Bank Credit Facility, assigned a Ba2, LGD3-35%
  -- Ratings outlook remains stable

                        Ratings Rationale

The company's new $1.2 billion senior credit facility due 2015
is comprised of a $550 million senior secured revolver and a
$650 million senior secured term loan.  Post the transaction,
approximately $148 million is anticipated to be drawn on the
new revolver.

The rating is unlikely to be further upgraded over the near term
as the M-ATV contracts in the defense business are winding down
and the company's non-defense businesses are still striving to
stabilize in the current demand environment.  Leverage under 2.5
times that was deemed to be sustainable could result in a positive
ratings outlook.

The ratings and/or outlook could be negatively affected if the
company were unable to meet its commitments to produce the M-ATV
as contracted or at the profitability level anticipated by
Moody's.  If the company's other businesses are still weak or show
limited improvement prospects at the time the M-ATV contract winds
down, the ratings outlook could come under pressure.  A reduction
in free cash flow to total debt below 8% would create rating
pressure as would EBITDA to interest below 3 times.

Our last rating action on Oshkosh was on August 27, 2010, when
Moody's upgraded the company's CFR and PDR to Ba3.

Oshkosh Corporation is a leading designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies.  The company operates in four segments: access equipment,
defense, fire & emergency, and commercial.  Oshkosh's JLG
subsidiary is the world's leading producer of access equipment
including aerial work platforms and telehandlers.  Oshkosh
revenues for the twelve months ended June 30, 2010, totaled
approximately $9.2 billion.


PENN TRAFFIC: To Seek Approval of Liquidating Plan on Oct. 27
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former supermarket operator Penn Traffic Co. is set
to present its liquidating plan for confirmation at a hearing on
October 27.  Penn Traffic can now solicit votes on the Plan after
it received approval of the explanatory disclosure statement on
September 14.

Under the Plan, unsecured creditors, which assert a total of
$185 million, are expected to recover 6% to 17%.  The plan was
originally filed in June, with support from the official
creditors' committee.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

The Company's affiliates also filed separate Chapter 11 petitions
-- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss
Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods
Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development,
LLC.

Following a bankruptcy court-sanctioned auction, Tops Markets LLC
purchased almost all of Penn Traffic's stores as a going concern
by paying $85 million cash.  The sale was structured so Penn
Traffic avoided a $72 million claim for pension plan termination
and a $27 million claim by the principal supplier.


PHI INC: Moody's Assigns 'B2' Rating on $300 Mil. Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PHI, Inc.'s
proposed offering of $300 million of senior unsecured notes.  The
B2 rating reflects the senior unsecured status of the notes and
their position in PHI's capital structure, and is consistent with
the ratings on PHI's existing senior unsecured debt.  PHI's B1
Corporate Family Rating remains unchanged.  The proceeds of the
notes will be used to fund the repayment of the company's recently
announced tender for its $200 million 7.125% notes and to fund the
exercise of purchase options on maturing operating leases through
2011.  The rating outlook is stable.

Assignments:

Issuer: PHI, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD4-
     60%

                        Ratings Rationale

PHI's B1 CFR reflects its smaller scale, aircraft fleet comprised
of principally light helicopters and significant concentration in
the Gulf of Mexico where the company earns 65% of its operating
profit.  PHI's ratings are supported by conservative financial
policies, an oil and gas business that is about 70% weighted to
the relatively stable production business, longstanding customer
relationships, and a solid contract position.  PHI derives its
revenues from three business segments: oil and gas, air medical,
and technical services, with oil and gas contributing 84% of
operating profit in the second quarter of 2010.

PHI's Debt to EBITDA ratio of 3.8x for the LTM period ended June
30, 2010 is reasonable for the B1 CFR and includes $185 million of
operating lease adjustments using a 6x multiple.  This ratio will
be higher for the next several quarters as approximately
$81 million of the proceeds of the current issuance are used to
exercise operating lease purchase options throughout this period.
At the end of this cycle adjusted debt will be at approximately
the level prior to the rated issuance.

Moody's believes that PHI's cash flow is likely to soften over the
course of the next six to twelve months due to its concentration
in the Gulf of Mexico.  Revenues have held up well since the
Macondo accident as revenue from the contracting of helicopters
for clean-up services has offset revenue lost as a result of the
moratorium on drilling.  As the clean-up work subsides Moody's
believe there will be a transition period to new regulations
during which the drilling business will remain below prior levels.
PHI, however, is well positioned to withstand this transition
period.

PHI has good liquidity.  Pro forma for the notes issuance it will
have approximately $160 million of cash and short term investments
and access to about $62 million of its $75 million borrowing base
revolver.  The cash position will be reduced by the exercise of
operating lease purchase options through early 2012.  Moody's
expect PHI to fund its maintenance and growth capital and lease
purchase options from internally generated funds and cash on hand
over the course of the next twelve months.  The revolver matures
in September of 2012 and contains three financial covenants: a
minimum current ratio of 2.0x; a maximum funded debt to net worth
of 1.5x; and a consolidated net work requirement of $400 million.
Moody's expect that PHI will remain in compliance over the next 12
months.

PHI, Inc., is headquartered in Lafayette, Louisiana, and is
engaged in providing helicopter transportation services primarily
to the oil and gas industry and healthcare industry.


PINAFORE HOLDINGS: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 Corporate Family and
Probability of Default ratings to Pinafore Holdings BV.  Pinafore
will be the intermediate parent holding company for the operations
of Tomkins plc following the acquisition of Tomkins by Pinafore
Acquisitions Limited (jointly owned by Onex and the Canada Pension
Plan Investment Board).  In a related action Moody's assigned Ba2
ratings to Pinafore, LLC's first lien bank credit facilities; and
assigned Ba2 and B1 ratings to $600 million of senior secured
first lien notes and $1 billion senior secured second lien notes,
respectively.  Pinafore, LLC and Pinafore, Inc. (as co-issuer
under the bank credit facilities and senior secured notes) are
indirect subsidiaries of Pinafore.  The rating outlook is stable.

                        Ratings Rationale

The Ba3 Corporate Family Rating reflects Pinafore's leveraged
capital structure and moderated debt service metrics initially
following completion of the proposed acquisition of Tomkins,
balanced by the prospect for strong free cash flow generation from
the acquired businesses that should facilitate debt reduction over
the intermediate term.  Although the transaction sponsors will
contribute about $2.3 billion of equity financing, the purchase
price of 8x adjusted LTM EBITDA will require the issuance of
$3.0 billion of debt resulting in an initial leverage of over 5x
Debt/EBITDA (including Moody's standard adjustment) and
EBIT/interest of about 1.8x.  Yet, Moody's anticipates that
Tomkins lower cost structure following recent cost reduction
initiatives, along with modest improvement in end market demand
will provide opportunity for further operating performance
improvement over the next several years.  With strong business
positions, the acquired businesses are well positioned to benefit
as economic demand recovers.  The company's EBIT margin of about
9% (including Moody's standard adjustment) for the LTM period
ending July 3, 2010, will likely show further improvement as sales
levels recover from low points experienced during 2009.  With
significant exposure to the automotive (47% of revenue),
industrial (30%), and construction (21%) markets the company's
business will be highly exposed to the economic recovery.
Nevertheless, the company's geographic diversity and good presence
in aftermarket products provides further support for revenues.

The stable outlook considers that even with the challenges of
recovering global economies, Moody's expects Pinafore's credit
metrics to support the rating over the intermediate-term.  These
challenges include a less than robust economic recovery in the
U.S. and a lagging recovery of automotive sales in Europe, along
with the potential negative impact of European government debt
restructuring programs on automobile demand.

Pinafore is anticipated to maintain an adequate liquidity profile
over the next twelve months.  Pro forma for the acquisition, cash
balances are expected to approximate $100 million.  Liquidity will
be supported by a $300 million revolving credit facility which is
expected to have about $100 million of borrowings as of the close
of the transaction.  Moody's anticipates that Pinafore will
generate positive free cash flow over the near-term which should
support paydowns of revolver borrowings.  Principal financial
covenants under the bank credit facilities include a leverage
ratio test and an interest coverage ratio test which are expected
to provided adequate cushion over the next twelve months.  The
security provided to the lenders and noteholders will limit the
company's alternate sources of liquidity.

Future events that have the potential to drive Pinafore's outlook
or rating higher include: consistent free cash flow generation,
improvement in operating performance resulting in Debt/EBITDA
below 4.0x and in EBIT/Interest coverage approximating 2.5x.

Future events that have the potential to drive Pinafore's outlook
or rating lower include weaknesses in the global automotive
production or construction markets which are not offset by
successful restructuring actions, failure to generate anticipated
FCF to facilitate debt reduction below 5x during the coming year,
or deterioration in the company's liquidity position.

Ratings Assigned:

Pinafore Holdings BV

* Corporate Family Rating, Ba3
* Probability of Default Rating, Ba3

Pinafore LLC

* $300 million senior secured first lien revolving credit
  facility, Ba2 (LGD2, 28%);

* $300 million senior secured first lien term loan A facility, Ba2
  (LGD2, 28%);

* $1 billion senior secured first lien term loan B facility, Ba2
  (LGD2, 28%);

* $600 million senior secured first lien notes, Ba2 (LGD2, 28%);

* $1 billion senior secured second lien notes, B1 (LGD5, 77%);

The Baa3 senior unsecured and the Prime-3 short-term rating for
Tomkins plc and Tomkins Finance plc are unaffected by this action
and remain under review for possible downgrade pending completion
of the transaction.  To the extent that all existing debt at
Tomkins plc and Tomkins Finance plc (the Tomkins debt) is repaid
as part of the recently announced tender offer in connection with
this transaction, the ratings of the Tomkins debt will be
withdrawn.  Any remaining Tomkins debt not tendered will likely be
junior to the new senior secured second lien notes in the
company's capital structure.

Headquartered in London, United Kingdom, Tomkins is a diversified
global engineering company focused on industrial and automotive-
related activities -- namely power transmission, fluid power and
fluid systems -- accounting for 79% of sales as well as building
products accounting for 21% of sales.  In FY 2009, Tomkins
generated sales of US$4.2 billion and employed around 26,000
people in 158 production facilities.


PITCAIRN PROPERTIES: Fights Court's Decision to Dismiss Case
------------------------------------------------------------
Pitcairn Properties Holdings Inc. is fighting a bankruptcy court's
decision to kick the company out of bankruptcy and an order that
Pitcairn continue a legal battle with a preferred shareholder in
another court, Dow Jones' DBR Small Cap reports.

As reported in the Troubled Company Reporter on September 9, 2010,
the Philadelphia Inquirer said that the Hon. Christopher S.
Sontchi of the U.S. Bankruptcy Court in Delaware dismissed the
Chapter 11 bankruptcy case of Pitcairn Properties and denied a
request that would give the company more time to maneuver in a
fight for control against investors owing $58 million.  The
Company said it will appeal Judge Sontchi's ruling.  The judge,
according to the report, found that Chapter 11 was not a proper
vehicle for the restructuring of the terms under which Pitcairn
Properties would redeem the $50 million in preferred stock.

According to Dow Jones' DBR Small Cap, the firm has appealed both
of the orders the U.S. Bankruptcy Court in Wilmington, Del.,
issued last week.  And in court papers Monday, Pitcairn urged the
U.S. District Court for the District of Delaware to stay the
bankruptcy court's orders until the fate of the company's appeals
is determined, the report relates.  The report notes that Pitcairn
warned there will be "irreparable harm" to the company if it is no
longer shielded from the litigation with the preferred
shareholder.

Pitcairn filed for Chapter 11 to buy time to stave off a takeover
attempt by an investor.  The Company owes $7.56 million in
dividends to an investment firm that has sued for payment.  The
firm, PPH Investments L.L.C., which owns 100% of the preferred
stock in Pitcairn, is owned by Eric L. Blum.

                 About Pitcairn Properties

Based in Jenkintown, Pennsylvania, Pitcairn Properties Holdings
Inc. -- http://www.pitcairnproperties.com/-- offers high-rise
offices, residences, and suburban office centers that are
distinctive, efficient, and accommodating.  PPH Investments LLC
owns 100% of the preferred stock.  Ventry Industries, MWS Group LP
and Regency Capital LLC own 100% of the common stock.

The Company estimated assets of $100 million to $500 million and
debts of $10 million to $50 million in its Chapter 11 petition.

James L. Patton, Esq., and Robert F. Poppiti, Jr., at Young
Conaway Stargatt & Taylor, LLP, serves as counsel.


POLYONE CORPORATION: Moody's Puts 'Ba3' Rating on $320 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to PolyOne
Corporation's proposed $320 million of senior unsecured notes due
2020.  Moody's also rated a universal shelf, and also affirmed the
company's corporate family rating of Ba3.  The outlook is stable.

Assignments:

Issuer: PolyOne Corporation

  -- Senior Unsecured Regular Bond/Debenture, Ba3 - LGD4 57%
  -- Multiple Seniority Shelf, Assigned a range of (P)B2 to (P)Ba

                        Ratings Rationale

In conjunction with the notes offering PolyOne has commenced a
tender offer for the outstanding balance of the company's
$280 million 8.875% senior unsecured notes due 2012.  The proceeds
from the notes offering will be used to fund the redemption of the
2012 notes and their related early tender premium.  In July 2010
the company repaid the amounts outstanding under its $40 million
senior unsecured revolving credit facility.  After taking into
account the revolver pay down and the tender offer for the 2012
senior unsecured notes, the proposed new senior unsecured notes
are a debt neutral transaction for the company.  While the bullet
maturity in 2020 is a potential concern, the company has a track
record of prudently refinancing large debt obligations well ahead
of the maturity date, which is an important consideration in the
Ba3 rating.

The Ba3 CFR reflects the prospect of a continuing, sustainable,
and significant improvement in operating income generated by
PolyOne's Specialty, Performance Products & Solutions, and
Distribution businesses over the next several years.  This
projection is supported by the company's strong performance in the
past three quarters ending June 30, 2010, relative to the similar
periods in 2009 as well as 2008, prior to the economic crisis.
The company generated a significant increase in the total gross
margin (up roughly 74%) from its businesses in the first half of
2010 relative to the first half of 2009; while producing over
$135 million funds from operations (FFO defined as Cash Flow From
Operations before changes in working capital) over the past twelve
month period.  Moody's expects that in 2010 PolyOne will again
generate enough FFO, excluding dividends from SunBelt and its
other joint ventures, to cover capital spending.  Moody's
currently projects that PolyOne's 2010 FFO will be $50-60 million
above capex in 2010.  PolyOne's improved performance was aided by
a successful restructuring program and cash was generated despite
weak economic conditions in the US and Europe.

The last rating action on PolyOne was on June 30, 2010, when
Moody's raised the CFR to Ba3.


PRECISION PARTS: Plan Reserves $150,000 for Unsecured Creditors
---------------------------------------------------------------
Precision Parts International Services Corp., et al., and the
Official Committee of Unsecured Creditors submitted to the U.S.
Bankruptcy Court for the District of Delaware a proposed Chapter
11 Plan and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for the
liquidation and conversion of all of the Debtors' assets to cash,
or the abandonment of assets, and the distribution of the net
proceeds therefrom to creditors holding allowed claims.  The Plan
contemplates the establishment of a liquidating trust and
appointment of a liquidating trustee, among other things, to
implement the terms of the Plan and make distributions.

                 Treatment of Claims and Interests

Class 1 Priority Unsecured Claims -- 100% of the unpaid allowed
        amount of priority unsecured claims will be paid in cash.

Class 2 Other Secured Claims -- At the liquidating trustee's
        option, (i) 100% of the unpaid amount of allowed other
        secured claims will be paid in cash; or (ii) the
        collateral securing the allowed other secured claim and
        any interest becomes an allowed other secured claim.

Class 3 Convenience Claims -- Each holder will receive, in full
        and complete settlement and satisfaction and discharge of
        the allowed claim, cash in the amount equal to 3.5% of the
        allowed convenience claim, without postpetition interest.

Class 4 General Unsecured Claims -- Holders of unsecured claims
        will receive, in full and complete settlement,
        satisfaction and discharge of the allowed claim, and after
        payment in full of all allowed A/P claims, professional
        fee claims and convenience claims, its pro rata share of:

            a) $150,000, which will be funded into the general
               unsecured reserve account on the effective date;
               plus

            b) (A) 40% of distributable net proceeds except for
                   net proceeds of claims other than avoidance
                   actions plus

               (B) 75% of net proceeds of claims other than
                   avoidance actions, until all 503(b) (9) claims
                   are paid in full with interest from the
                   effective date, plus

          c) any distributable net proceeds remaining after all
             503(b)(9) claims have been paid in full with interest
             from the effective date at the federal judgment rate
             in effect on the effective date.

Class 5 Lender Deficiency Claims -- Holders will receive cash in
        an amount equal to the holder's pro rata share of the
        remaining funds in the liquidating trust.

Class 6 Intercompany Claims and Class 7 Interests -- Holders of
        these claims and interests will not receive any
        distributions on account of their claims and on the
        effective date, all intercompany claims interests will be
        extinguished.

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

        About Precision Parts International Services Corp.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


PROQUEST LLC: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings of ProQuest LLC to B2 from B1 and
assigned a B3 rating to the company's proposed $250 million senior
unsecured bonds.  The proposed transaction would increase total
debt by approximately $100 million and annual interest expense by
$15 million, and the downgrade of the corporate family rating
incorporates the resultant negative impact on credit metrics.
Also, the transaction creates greater flexibility for acquisitions
and distributions.

ProQuest intends to use proceeds of the transaction to 1) fund
an up to $50 million distribution to its parent Cambridge
Scientific Abstracts, Limited Partnership (CSA) 2) repay its
$60 million second lien term loan in entirety 3) repay
approximately $93 million of its first lien term loan and 4) fund
transaction related fees and expenses.  The remainder of the
proceeds (approximately $35 million) will be available for general
corporate purposes, including potential acquisitions.

Pro forma for the proposed offering, Moody's considers the first
lien lenders to be in a stronger position based on repayment of a
portion of the first lien bank debt and an increase in junior
capital from the $250 million of senior unsecured bonds.  In
accordance with Moody's Loss Given Default Methodology, Moody's
upgraded the senior secured first lien bank debt to Ba2 from Ba3.

                        Ratings Rationale

Moody's believes ProQuest maintains a good market position and
generates recurring revenue from subscriptions to extensive
content databases sold primarily to libraries (with a
concentration in academic libraries), and the B2 corporate family
rating incorporates these benefits, tempered by Moody's view that
preserving this position will require continued investment in both
content and technology.  The company's high leverage and modest
free cash flow limit its flexibility to manage these investment
needs, although balance sheet cash of approximately $40 million
pro forma for the proposed transaction provides good liquidity
that could fund potential acquisitions or investment projects.
Nevertheless, acquisitions would likely involve some integration
costs, delaying the potential for incremental free cash flow from
such acquisitions.  Furthermore, some event risk exists related to
ProQuest's position as the largest operating entity of its owner
Cambridge Information Group and limited visibility into the other
operations of CIG, which might draw on ProQuest's financial
support.  CIG managed ProQuest more conservatively throughout 2009
than in prior years given economic challenges and the investment
in a database platform consolidation project, but the proposed $50
million dividend demonstrates the willingness to weaken the credit
profile for shareholder returns as well as growth.

ProQuest LLC

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Unsecured Bonds, Assigned B3, LGD5, 72%

  -- Senior Secured First Lien Bank Credit Facility, Upgraded to
     Ba2, LGD2, 16%, from Ba3, LGD3, 39%

The stable outlook assumes ProQuest maintains an adequate
liquidity profile and that leverage trends toward 5 times debt-to-
EBITDA (as per Moody's adjustments) as investments in a platform
consolidation decline over the next several years and the company
begins to benefit from the expiration of an expensive information
technology services contract.  At the B2 corporate family rating,
the stable outlook builds in tolerance for acquisitions that would
cause leverage to temporarily rise towards 6 times debt-to-EBITDA
and for temporary negative free cash flow related to integration
costs, provided ProQuest maintained adequate liquidity to manage
some cash consumption.

Upward momentum is somewhat limited by Moody's expectations for
management to pursue a growth oriented financial strategy.  An
upgrade would likely require some evidence of a change in
financial philosophy or permanent debt reduction.

Moody's would consider a negative outlook or downgrade based on
expectations for sustained leverage exceeding 6 times debt-to-
EBITDA or sustained negative free cash flow, whether due to
incremental distributions, acquisitions, the loss of a critical
content supplier, a material change in content licensing terms, or
inability to achieve projected cost savings.  A deterioration of
the liquidity profile could also have negative ratings
implications.

Headquartered in Ann Arbor, Michigan, ProQuest LLC aggregates,
creates, and distributes academic and news content serving over
12,000 academic, corporate and public libraries worldwide.
Cambridge Information Group acquired the ProQuest Information and
Learning business of Voyager Learning Company (fka ProQuest
Company) for $222 million in February 2007 and merged it with its
Cambridge Scientific Abstracts, Limited Partnership business to
form ProQuest.  In conjunction with the transaction, ABRY Partners
invested $63 million for a 20% stake in ProQuest with CIG
contributing CSA for the remaining 80% voting interest and a cash
distribution.  Pro forma annual revenue for calendar year 2009 was
approximately $450 million.


PROTECTIVE LIFE: Fitch Affirms 'BB+' Trust Preferred Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Protective Life Corp.'s Issuer Default
Rating at 'BBB+' and senior debt ratings at 'BBB'.  Fitch has also
affirmed PL's trust preferred ratings at 'BB+' and primary life
insurance subsidiaries' Insurer Financial Strength ratings at 'A'.
The Rating Outlook is revised to Stable from Negative.  A full
ratings list is shown below.

The affirmation follows an announcement by PL that its primary
life insurance subsidiary, Protective Life Insurance Company, will
acquire United Investors Life Insurance Company from Torchmark
Corporation.

The rationale for the affirmation and revision in Rating Outlook
is that PL has continued to be profitable on a GAAP and statutory
basis, PL's rate of investment impairments has slowed, PL's
unrealized investment loss position has improved significantly,
financial leverage has improved modestly and PL continues to
migrate from reserve-intensive level premium life insurance
products to universal life products with lower reserve
requirements.

The affirmation also considers PL's extensive experience in over
40 prior insurance acquisitions.  Fitch estimates that UILIC will
represent approximately 5% of PLICO's statutory liabilities and
surplus after the acquisition.  Although the acquisition is
expected to be accretive to earnings, Fitch's pro forma risk based
capital calculations indicate an initial decline in PLICO's RBC
ratio on both a reported basis and when subjected to Fitch's
investment stress test.  Nonetheless, Fitch believes PLICO will
continue to hold sufficient capital for its current rating level
even after Fitch's investment stress test.

Fitch notes that under its Total Financings and Commitments ratio
(TFC), PL demonstrates high (above average) leverage compared to
peers at approximately 1.2 times.  This is due mainly to
financings for Regulation XXX reserving.  Fitch generally views
these activities as well managed, and related risks were
previously captured in Fitch's ratings.

Fitch also believes that PL's liquidity position is sound.  The
company has no significant debt maturing until 2013 and has cash
and liquid assets to meet maturing obligations at the holding
company and operating company levels.  Equity-adjusted leverage
remains within expectations.

The key rating drivers that could result in an upgrade include a
recovery in earnings, growth in equity and surplus (particularly
if accomplished through retained earnings) and a reduction in
leverage on both a traditional and TFC basis.

The key rating drivers that could result in a downgrade include
actual realized investment losses that exceed Fitch's stress test
estimates, material declines in GAAP or statutory capital, a
downturn or weak growth in earnings, or a material reinsurance
loss.

Fitch has affirmed these ratings and revised the Rating Outlook to
Stable from Negative:

Protective Life Corporation

  -- IDR at 'BBB+';

  -- $10 million in medium-term notes due 2011 at 'BBB';

  -- $250 million in senior notes due 2013 at 'BBB';

  -- $150 million in senior notes due 2014 at 'BBB';

  -- $150 million in senior notes due 2018 at 'BBB';

  -- $400 million of 7.38% senior notes due 2019 at 'BBB';

  -- $300 million of 8.45% senior notes due 2039 at 'BBB';

  -- $100 million of 8.00% senior retail notes due 2024 at 'BBB';

  -- $103 million trust preferred issued through PLC Capital Trust
     III due 2031 at 'BB+';

  -- $119 million trust preferred issued through PLC Capital IV
     due 2032 at 'BB+';

  -- $103 million trust preferred issued through PLC Capital Trust
     V due 2034 at 'BB+';

  -- $200 million class D junior subordinated notes due 2066 at
     'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company

  -- IFS at 'A'.

Protective Life Secured Trust

  -- Notes at 'A';
  -- Medium-term notes at 'A'.


PROTECTIVE LIFE: Moody's Affirms Ratings on Senior Debt
-------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Protective
Life Corporation (senior debt at Baa2) and the A2 insurance
financial strength rating of its operating subsidiaries, following
the company's announcement that it had signed a definitive
agreement to acquire United Investors Life Insurance Company (IFS
rating at A3) from Torchmark Corporation (senior debt at Baa1).
Protective's rating outlook is stable.  The transaction is
expected to close in the fourth quarter of 2010, subject to
regulatory approval.

Moody's said that Protective's lead life insurance operating
company, Protective Life Insurance Company, is expected to
purchase UILIC for approximately $316 million in cash, including
about $130 million in capital and surplus at UILIC following the
removal of certain assets and liabilities prior to closing.  The
purchase price reflects approximately $56 million of statutory
capital in excess of 350% NAIC risk based capital.  UILIC's closed
block of individual term and universal life insurance and
annuities, with about $1.4 billion in reserves, will become part
of Protective's Acquisition segment.

The rating agency said the affirmation of Protective's ratings
reflects the financing of the transaction entirely with internally
generated funds at PLICO, which will maintain the group's
financial leverage at a conservative 25% (as of June 30, 2010),
while providing a modest boost to interest coverage.  In addition,
UILIC has a relatively low risk profile given its seasoned
portfolio of individual life insurance policies and lower-risk
annuities, an investment portfolio comprised predominately of
investment grade corporate bonds, and a stable source of
incremental mortality-driven earnings-albeit relatively modest in
comparison to Protective's overall earnings capacity.

Moody's Vice President and Senior Credit Officer, Ann Perry
commented, "UILIC's block of business is a good fit for
Protective, and this transaction leverages Protective's core
competency of acquiring small life insurance companies and blocks
of business.  Protective has a proven track record of integrating
blocks of policies with its own systems and administering the
business on a cost-efficient basis." The rating agency added that
it believes that PLICO will remain adequately capitalized
following this acquisition.

According to the rating agency, Protective's ratings reflect the
company's diverse revenue and earnings sources, multiple
distribution channels, and stable earnings from a number of
acquired blocks of individual life insurance business.
Protective's investment losses have lessened in 2010 compared to
2009, and are expected to continue to decrease throughout the
remainder of the year.  Protective also has no short-term debt
outstanding, and its next significant debt maturity is
$250 million due in 2013.

However, Moody's said that Protective faces challenges in light of
a continuing weak economy and the pressure that a stress scenario
could place on its earnings and regulatory capital.  In addition,
the company's regulatory earnings and capital are constrained by
the growth in reserve strain from inforce term insurance business
and no-lapse universal life.

These ratings were affirmed with a stable outlook:

* Protective Life Corporation -- senior unsecured debt at Baa2;
  senior unsecured shelf at (P)Baa2; subordinated shelf at
  (P)Baa3; preferred shelf at (P)Ba1; junior preferred shelf at
  (P)Ba1; capital securities at Ba1;

* Protective Life Insurance Co. -- insurance financial strength
  at A2; short-term insurance financial strength at Prime-1;

* West Coast Life Insurance Co. -- insurance financial strength at
  A2;

* PLC Capital Trusts III-V -- trust preferred at Baa3;

* PLC Capital Trusts VI-VIII -- trust preferred shelf at (P)Baa3;

* Protective Life Secured Trusts -- senior secured at A2;

* Protective Life U.S. Funding Trusts -- senior secured at A2;

* Protective Life Insurance Company -- Premium Asset Trust Series
  2003-10 at A2.

General Repackaging ACES SPC 2006-1, General Repackaging ACES SPC
2007-1 -- funding agreement-backed senior secured debt rating at
A2.

On June 30, 2010, the company reported total consolidated GAAP
assets of approximately $44.6 billion and shareholders' equity of
about $3.1 billion.


PULTEGROUP INC: S&P Downgrades Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bloomfield Hills, Mich.-based PulteGroup Inc. to 'BB-'
from 'BB' with the expectation that profitability will remain weak
through 2011.  At the same time, S&P also lowered its rating on
roughly $4.3 billion of senior unsecured notes (including those
issued by Centex Corp., which PulteGroup acquired in August 2009)
to 'BB-' from 'BB'.  S&P's '4' recovery rating on the notes is
unchanged and continues to reflect its expectation for an average
(30%-50%) recovery in the event of default.  S&P revised its
outlook on the company to stable from negative.

"S&P's rating on PulteGroup reflects an aggressive financial
profile marked by sustained operating losses and very weak EBITDA-
based credit metrics," said credit analyst James Fielding.  "S&P
does not expect PulteGroup to report substantial profits in the
second half of 2010 or in 2011 because the housing market is
recovering more slowly than S&P had previously anticipated."

The stable outlook reflects S&P's opinion that the company has
adequate liquidity to weather another year or two of weak demand
for its homes while investing in land acquisition and development
to position itself for profitability when the market does recover.
In S&P's view, Pulte's platform should have significant operating
leverage and could return to profitability before the market fully
recovers to historically normal conditions.  S&P would consider
upgrading PulteGroup if the company gains a larger market share of
any incremental improvement in demand for homes (such that debt-
to-EBITDA seems likely to approach the 3x-4x range), and its
liquidity remains adequate.  S&P would lower its rating if housing
starts languish at currently depressed levels and covenant issues
arise because the company records significant new impairment
charges due to a sharper-than-anticipated drop in home prices.
S&P would also lower its rating if liquidity sources are no longer
sufficient to fund two years of maturities and estimated working
capital needs (of around $1 billion).  S&P ascribes a lower
probability to the downgrade scenario at this time.


QSGI INC: Chapter 11 Plan Filing Extended Until October 8
---------------------------------------------------------
Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended until October 8, 2010, QSGI, Inc., et
al.'s deadline to file their proposed Chapter 11 Plan and
Disclosure Statement.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 protection
on July 2, 2009 (Bankr. S.D. Fla. Lead Case No. 09-23658).
Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A.,
represented the Debtors in their restructuring effort.  The
Debtors estimated assets and debts at $10 million and $50 million.


RAAM GLOBAL: S&P Assigns 'B' Rating on $150 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating (one notch above the corporate credit rating on the
company) to RAAM Global Energy Co.'s new $150 million senior
secured notes due 2015.  In addition, S&P assigned a recovery
rating of '2' to this debt, indicating expectations of substantial
(70%-90%) recovery in a payment default.  RAAM will use proceeds
from the new notes to pay down the amount outstanding under the
revolving credit facility and for capital expenditure plans for
2010 and 2011.

The corporate credit rating on RAAM, a U.S. exploration and
production company operating mostly in the Gulf of Mexico, is
'B-', with a stable outlook.

                           Ratings List

                      RAAM Global Energy Co.

     Corporate Credit Rating                     B-/Stable/--

                       New Ratings Assigned

                      RAAM Global Energy Co.

          $150 Mil. Senior Secured Notes Due 2015     B
            Recovery Rating                           2


RAY ANTHONY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ray G. Anthony
        375 Wray Large Road
        Clairton, PA 15025

Bankruptcy Case No.: 10-26552

Chapter 11 Petition Date: September 14, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: 412-392-0330
                  Fax: 412-392-0335
                  E-mail: rol@lampllaw.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
FCC Equipment Financing   Trade Debt             $15,700,000
12740 Grand Bay Parkway,
West
Suite 2100
Jacksonville, FL 32258

Huntington National Bank  Trade Debt             $15,300,000
Centre City Tower
650 Smithfield Street
Suite 1000
Pittsburgh, PA 15222

United Bank               Trade Debt             $10,200,000
1085 Van Voorhis Road
Suite 150
Morgantown, WV 26505

Regions Bank              Trade Debt             $9,000,000
6019 Winthrop Commerce
Ave.
Riverview, FL 33578


Fifth Third Bank          Trade Debt             $7,600,000
1560 Sawgrass Corporate
Parkway
Suite 220
Fort Lauderdale, FL 33323

Centra Bank               Trade Debt             $6,900,000
81 W. Main Street
Uniontown, PA 15401

FNB                       Trade Debt             $5,900,000
4140 East State Street
Hermitage, PA 16148

Key Equipment Finance     Trade Debt             $4,800,000
1000 South McCaslin Blvd.
Louisville, CO 80027

Alter Moneta              Trade Debt             $4,400,000
50 Lakefront Blvd.,
Suite 208
Buffalo, NY 14202

Mercantile Bank           Trade Debt             $4,400,000
200 E. Las Olas Blvd.,
Suite 1820
Fort Lauderdale, FL 33301

Textron                   Trade Debt             $3,400,000
11575 Great Oaks Way
Suite 210
Alpharetta, NH 03022

Siemens                   Trade Debt             $3,300,000
51 Valley Stream Parkway
Malvern, PA 19355

AmeriServe Financial      Trade Debt             $3,000,000
1501 Somerset Avenue, 2nd
Floor
Windber, PA 15963-1745

Society General           Trade Debt             $2,400,000
480 Washington Blvd.
Jersey City, NJ 07310

GE Capital                Trade Debt             $2,000,000
1010 Thomas Edison Blvd.
Suite 200
Cedar Rapids, IA 52404

Patricia Ross             Trade Debt             $1,900,000
5300 N. Federal Highway
Fort Lauderdale, FL 33308

GE Commercial             Trade Debt             $1,200,000
Distribution Finance Corp.
5595 Trillium Blvd.
Hoffman Estates
Hoffman Estates, IL 60192

Cessna Financial          Trade Debt             $1,100,000
100 N. Broadway, Suite 600
Wichita, KS 67202

Gator Cochran             Trade Debt             $400,000
527 Sand Bar Ferry Road
Augusta, GA 30901

Commerical Leasing        Trade Debt             $360,000
Corporation
411 W. Lafayette Blvd., 2nd
Floor
Detroit, MI 48226

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Anthony Leasing, Inc.                  09-26228   08/05/09
Exotic Cars of South Florida, LLC      09-26229   08/25/09


RENAL LIFE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Renal Life Inc.
        Box 536
        El Senorial Mail Station
        San Juan, PR 00926-6023

Bankruptcy Case No.: 10-08314

Chapter 11 Petition Date: September 9, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUES
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Scheduled Assets: $3,000,000

Scheduled Debts: $1,291,575

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-08314.pdf

The petition was signed by Jose Ivan Martinez Rosario, president.


REYNOLDS GROUP: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Reynolds Group Holdings Ltd. and
removed it from CreditWatch, where it had been placed on Aug. 17,
2010, with negative implications, when Reynolds announced its
plans to buy Pactiv in a highly leveraged transaction.  The
outlook is negative.

"The corporate credit rating of 'B+' on Reynolds Group Holdings
Ltd. will reflect a strong business risk profile as one of the
world's premier packaging companies and a highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

Based on preliminary terms and conditions and S&P's updated
recovery analysis, S&P has assigned a senior secured debt rating
of 'BB' (two notches above the corporate credit rating) and a
recovery rating of '1' to Reynolds Group Holdings Inc.'s proposed
$500 million delayed draw term loan A maturing in 2015 and
$1 billion delayed draw term loan B maturing in 2016, as well as
the $2 billion of proposed senior secured notes due 2018 to be
issued jointly by Reynolds Group Issuer Inc., Reynolds Group
Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A.  These
ratings indicate S&P's expectation for very high (90% to 100%)
recovery in the event of a payment default.

At the same time, S&P assigned a 'BB-' senior secured debt rating
and a recovery rating of '2' to Reynolds Group Holdings Inc.'s
existing $800 million incremental term loan maturing in 2016 and
placed this issue rating on CreditWatch with positive
implications.  The CreditWatch indicates the expectation that this
issue will be raised to 'BB' with a recovery rating of '1' upon
close of the transaction.

In addition, S&P revised the CreditWatch implications on all the
group's existing senior secured debt (except for the ?480 million
senior notes due 2016), which is currently rated 'BB-' with a
recovery rating of '2', to positive from negative.  If the
transaction closes as currently contemplated, S&P expects to raise
the ratings on this debt to 'BB' from 'BB-' and revise the
recovery ratings to '1' from '2'.

Also, based on preliminary terms and conditions, S&P assigned a
senior unsecured debt rating of 'B' (one notch below the corporate
credit rating) and a recovery rating of '5' to the $1.5 billion of
proposed senior unsecured notes due 2018 to be issued jointly by
Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and
Reynolds Group Issuer (Luxembourg) S.A.  These ratings indicate
S&P's expectation for modest (10% to 30%) recovery in the event of
a payment default.  At the same time, S&P revised the CreditWatch
implications on all the group's existing senior unsecured debt and
on the ?480 million senior notes due 2016, which are currently
rated 'B-' with a recovery rating of '6', to positive from
negative.  If the transaction closes as currently contemplated,
S&P expects to raise the ratings on this debt to 'B' from 'B-' and
revise the recovery ratings to '5' from '6'.

S&P also affirmed and removed from CreditWatch the ratings on the
group's existing subordinated debt, which is rated 'B-' (two
notches below the corporate credit rating) with a recovery rating
of '6'.  These ratings indicate S&P's expectation for negligible
(0% to 10%) recovery in the event of a payment default.  S&P does
not expect these ratings to change regardless of whether the
transaction closes.

S&P's 'BBB' corporate credit rating on Pactiv and its 'BBB' senior
unsecured debt rating on the Pactiv debt issues that will survive
the transaction remain on CreditWatch with negative implications
pending closing of the transaction.  If the transaction closes as
currently structured, S&P expects to lower its corporate credit
rating on Pactiv to 'B+' and assign a negative outlook, in line
with Reynolds' corporate credit rating and outlook.  In that case,
S&P would lower the ratings on the following Pactiv debt issues
that S&P expects to remain outstanding following the transaction
to 'B' with a recovery rating of '5', indicating S&P's expectation
for modest (10% to 30%) recovery in the event of a payment
default:

$300 million 8.125% senior unsecured debentures due 2017;
$276.4 million 7.95% senior unsecured debentures due 2025; and
$200 million 8.375% senior unsecured debentures due 2027.

Finally, S&P is removing from CreditWatch the ratings on the
following Pactiv debt issues that have change of control
provisions, which Reynolds expects to refinance at closing:

  -- $250 million 5.875% senior unsecured notes due 2012; and
  -- $250 million 6.4% senior unsecured notes due 2018.

Reynolds, which is owned by Rank Group, a New Zealand-based
private equity firm controlled by a single individual, plans to
acquire Pactiv Corp. for about $6.5 billion, including assumed
debt and transaction-related costs.  This represents an
approximately 9x multiple of trailing-12-month EBITDA, pro forma
for Pactiv's acquisition of PWP Industries Inc. earlier this year.

Total adjusted debt will be about $12.5 billion.  S&P will adjust
debt to include about $500 million of tax-effected pension
obligations (mostly at Pactiv), $170 million of capitalized
operating leases, and about $100 million of factoring and
guarantees.  Adjusted total debt will initially equal about 6.8x
EBITDA before acquisition synergies that management expects to
total about $200 million and programs underway at both companies
that should produce another approximately $100 million in cost
savings.  If the company can achieve all these synergies and
savings, leverage would decline below 6x.

S&P could lower the ratings if Reynolds has difficulty integrating
Pactiv and fails to achieve the targeted cost savings.  Moreover,
there will not be much room at the ratings initially for any
operating missteps or unforeseen challenges.  In addition,
liquidity concerns or further sizable debt-financed acquisitions
in the near term could prompt a downgrade.  To maintain the
ratings, the company has to maintain a high level of performance,
integrate Pactiv well, and reduce debt somewhat so that adjusted
debt leverage declines to about 6x and FFO to total adjusted debt
approaches 10%.


ROBERT EDWARD: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert P. Edward
        3218 S Cascade
        Kennewick, WA 99337

Bankruptcy Case No.: 10-05247

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: William L. Hames, Esq.
                  HAMES ANDERSON & WHITLOWS PS
                  P.O. Box 5498
                  Kennewick, WA 99336-0498
                  Tel: (509) 586-7797
                  Fax: (509) 586-3674
                  E-mail: billh@hawlaw.com

Scheduled Assets: $5,103,022

Scheduled Debts: $9,286,938

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/waeb10-05247.pdf


ROCK & REPUBLIC: May Dump Exclusive Canada Distributor
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that apparel retailer and wholesaler Rock & Republic
Enterprises Inc. was authorized by the bankruptcy judge on Sept.
13 to terminate the contract with Simms Sigal & Co., the exclusive
Canadian distributor.  Simms ultimately withdrew its opposition to
the rejection motion.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate Chapter
11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-11729).


ROCK US: Files for Bankruptcy to Sell Buildings
-----------------------------------------------
Rock US Holdings Inc. and three affiliates sought bankruptcy
protection under Chapter 11 on September 15, 2010 (Bankr. D. Del.
Lead Case No. 10-12892).

Michael Bathon at Bloomberg News reports that Rock US is selling
its properties as part of a pre-packaged restructuring plan.

Rock US, through its affiliates, owns two commercial buildings in
Manhattan. The buildings are located at 100-104 Fifth Avenue and
183 Madison Avenue.  Rock US estimated assets of up to $50,000 and
debts of $100 million to $500 million in its Chapter 11 petition.
Two of the debtor-affiliates Rock New York (100 104 Fifth Avenue)
LLC and Rock New York (183 Madison Avenue) LLC estimated as much
as $500 million in assets.

According to the Bloomberg report, Rock US said in court filings
it will sell both buildings to "maximize returns for creditors" as
the basis of its reorganization plan.  The sale price hasn't been
disclosed.

Bloomberg reports that Rock Joint Ventures Ltd., the direct or
indirect parent of Rock US Holdings and its affiliates, is
currently under administration in the U.K.


ROCK US: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Rock US Holdings, Inc.
        183 Madison Avenue
        Suite 617
        New York, NY 10016

Bankruptcy Case No.: 10-12892

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
Rock US Investments LLC                         10-12893
Rock New York (100-104) Fifth Avenue LLC        10-12894
Rock New York (183 Madison Avenue) LLC          10-12895

Type of Business: Rock US, through its affiliates, owns two
                  commercial buildings in Manhattan.  The
                  buildings are located at 100-104 Fifth Avenue
                  and 183 Madison Avenue.

Chapter 11 Petition Date: September 15, 2010

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

Bankruptcy Judge:  Peter J. Walsh

Debtors'
General
Bankruptcy
Counsel:           Jamie Lynne Edmonson, Esq.
                   Neil B. Glassman, Esq.
                   BAYARD PA
                   222 Delaware Avenue
                   Wilmington, DE 19801
                   Tel: (302) 429-4234
                   Fax : (302) 658-6395
                   Email: jedmonson@bayardlaw.com
                          bankserve@bayardlaw.com

Debtors'
Special
Corporate and
Litigation
Counsel:           HOGAN LOVELLS US LLP

Debtors'
Special
Real Estate
Counsel:           JONES DAY

Assets and Debts:

                                    Estimated        Estimated
                                     Assets            Debts
                                     ------            -----
Rock US Holdings                $0 to $50,000     $100MM to $500MM
Rock US Investments             $0 to $50,000     $100MM to $500MM
Rock New York (100-104)        $100MM to $500MM   $100MM to $500MM
Rock New York (183 Madison)    $100MM to $500MM   $100MM to $500MM

The petitions were signed by Michael L. Brody, director and senior
vice president.

Rock US Holdings' List of 2 Largest Unsecured Creditors:

  Entity/Person               Nature of Claim      Claim Amount
  -------------               ---------------      ------------
Allan Wildes                  Lawsuit              Unknown
143 Dorchester Road
Scarsdale, NY 10583-6052

Scott Pudalov                 Lawsuit              Unknown
404 E 79th Street
Apt. 8H
New York, NY 10021


SAN PATRICIO: Liability Policy Proceeds Not Estate Property
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge John Rainey in Houston ruled on
Sept. 2 that proceeds of an insurance policy designed to provide
compensation to injured third parties aren't property of a
bankrupt estate.  As a result, it wasn't proper for the bankruptcy
judge to approve a settlement with the insurance company.

Lupita Paiz, as officer of San Patricio County Community Action
Agency, entered into a transaction with the certain lenders.  The
lenders agreed to purchase the vans from the Debtor and then lease
the vans back for the Debtor's continued use.  Ms. Paiz
represented to the Lenders that the Debtor had the legal right to
enter into this transaction.

Litigation later ensued as the loan of money by the state and
federal governments to purchase the vans prohibited the Debtor
from entering into a contract affecting the government's interest
in the property.

The case involved a lawsuit by a third party against an individual
who was an officer of a company.  Both the company and the officer
later went into bankruptcy.  The suit alleged that the officer
made negligent misrepresentations when signing a contract for the
company.

According to Mr. Rochelle, the insurance company was on the hook
for $1 million policy that covered "wrongful acts" by the company
and its officers.  The bankruptcy judge approved a settlement
between the trustee for the company and the insurance company.  In
return for paying $650,000, the insurance company was given a
release from any claims that could be made by third parties.

Mr. Rochelle relates that Judge Rainey reversed the bankruptcy
court after concluding that proceeds from the policy weren't
property of the bankrupt estate.  Consequently, the bankruptcy
court lacked power to strip the third-party lawsuit plaintiff of
the right to sue under the policy for damages.

The case is Technology Lending Partners LLC v. San Patricio
Community Action Agency, 07-237 (Bankr. S.D. Tex.).

                    About San Patricio County

San Patricio County Community Action Agency was a nonprofit
organization, which received money from the state of Texas and the
federal government to facilitate its charitable activities. A
portion of this money was used to purchase passenger vans.  Lupita
Paiz operated as an officer or director of the Debtor.

San Patricio filed its own Chapter 7 bankruptcy petition in March
2005.  Michael Schmidt was appointed as the bankruptcy trustee.
Ms. Paiz declared personal bankruptcy.


SCIENTIFIC GAMES: Moody's Assigns 'B1' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Scientific Games
Corporation's proposed $250 million senior subordinated note
offering due 2018.  The notes will be guaranteed on a senior
subordinated basis by the company's wholly-owned domestic
subsidiaries.  Scientific Games Corporation and Scientific Games
International, Inc.'s existing ratings, including its Ba3
Corporate Family Rating, were affirmed and the rating outlook is
stable.

Proceeds from the new note offering will be used to purchase any
and all of the existing 6.25% senior subordinated notes due 2012
pursuant to a concurrent tender offer, repay at least $25 million
of senior secured term loans, and for general corporate purposes.

                        Ratings Rationale

Moody's considers this note offering to be a credit positive
because it extends SGC's debt maturity profile.  Additionally,
once the notes are issued and the 2012 notes are repurchased or
redeemed, the company will satisfy the liquidity conditions in its
bank credit facilities.  Currently, unless the company has cash
plus revolver availability greater than the principal balance of
the 2012 notes plUS$50 million, the term loan and revolving credit
facility would mature in September 2012.

SGC's Ba3 Corporate Family Rating reflects the company's solid
position in the instant ticket segment of the lottery industry,
solid contract retention rates, and good international growth
prospects over the intermediate term.  Key concerns include
Moody's view that consumers will continue to curtail spending on
discretionary purchases such as lottery tickets, and that debt
levels are not likely to decline materially due to capital
spending and investments.

The stable rating outlook reflects Moody's expectation that the
operating environment for the company's core lottery business will
gradually improve over the next year enabling SGC to at least
maintain credit metrics around current levels.  Ratings could be
downgraded if debt to EBITDA increases above 5.5 times (per
Moody's standard analytic adjustments) or if the company does not
maintain adequate liquidity.  Ratings improvement is possible if
debt to EBITDA approaches 3.0 times pursuant to Moody's standard
analytic adjustments.

Scientific Games Corporation

Rating assigned:

  -- $250 million senior subordinated notes due 2018 at B1 (LGD 5,
     79%)

Ratings affirmed, assessments updated:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $187 million 6.25% senior subordinated notes due 2012 at B1
     (LGD 5, 79%) from (LGD 5, 80%) to be withdrawn upon repayment

Scientific Games International, Inc.

Ratings affirmed, assessments updated:

  -- Term loan due 2013 at Ba1 (LGD 2, 21%)

  -- Revolving credit facility expiring 2013 at Ba1 (LGD 2, 21%)

  -- $200 million 7.875% senior subordinated notes due 2016 at B1
     (LGD 5, 79%) from (LGD 5, 80%)

  -- $350 million senior subordinated notes due 2019 at B1 (LGD 5,
     79%) from (LGD 5, 80%)

Scientific Games Corporation provides services, systems, and
products to the lottery industry, the wide area gaming industry,
and the pari-mutuel wagering industry.  The company generates over
$900 million of annual revenues.


SEARS CANADA: Moody's Downgrades Corporate Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Sears Canada to Ba2 from Ba1
following the company's announcement that it will pay a special
dividend totaling CAD$377 million.  The dividend will be paid
largely to Sears Holdings, which owns slightly over 90% of Sears
Canada.  This is the second dividend of that size declared since
May 2010.  Sears Holdings' Corporate Family Rating is Ba2 and is
unchanged.

The downgrade reflects Moody's judgment that Sears Canada's credit
risk has converged with that of its 90% owner, Ba2-rated Sears
Holdings.  The announcement of a second sizable dividend to
shareholders within 4 months, and the announcement of a
CAD$400 million loan to be made to Sears Holdings, reducing cash
balances during a time of weakened operating results indicates a
change from Sears Canada's prior financial policy.  Moody's
believes Sears Canada's market position and financial performance
will remain stronger than Sears Holdings' consolidated performance
over the medium term.  However Moody's notes that in the very near
term Sears Canada is likely to experience weaker results for full
year 2010 than in the recent past due to the effects of the
economic downturn on Canadian retailers.

The rating of Sears Canada's $100 million of unsecured notes
maturing September 20, 2010, is affirmed at Ba1.  The company has
announced that its new asset-based lending facility requires that
the notes be repaid or defeased before the new ABL facility can be
drawn.  Moody's believes that Sears Canada will be easily able to
pay the notes from cash balances, in advance of other announced
payments.  As a result of the near term maturity, Moody's does not
believe that the risk of the notes has materially changed, despite
the change in the CFR.

Sears Canada's Speculative Grade Liquidity Rating remains SGL- 2,
although the liquidity components have changed following the
anticipation that cash will be severely depleted following the
second dividend payment and a short-term $400 million loan to
Sears Holdings.  Sears Canada's liquidity remains good, but is now
supported by a new CAD $800 million 5-year secured revolving
asset-based lending facility, which will become active following
the repayment of Sears Canada's unsecured notes on September 20,
2010.

The ratings of Sears Holdings are not affected by the dividend
action, as the value of Sears Canada's cash and operating
performance are already recognized in the rating of Sears
Holdings.

The rating outlook on Sears Canada's debt is positive, as is the
rating outlook of Sears Holdings, reflecting the potential for
ratings to rise in the near to medium term.

Ratings could rise if overall operating margins improve
meaningfully and in a way that demonstrates broad improvement
throughout Sears' franchises.  Quantitatively, upward momentum
would require that Sears Holdings' debt/EBITDA be sustained below
4.3 times and EBITA/interest sustained above 2 times.  An upgrade
would also require that overall financial policy, including
investment strategy, remains balanced and that liquidity remains
solid.

Ratings could be stabilized if overall trends which are leading to
improved operating margins were to reverse, or if overall same
store sales were to decline while peers were gaining, indicating
loss of franchise strength.  Ratings could be downgraded if
operating performance weakens, or debt protection measures
deteriorate.  Specifically, ratings could be downgraded should
consolidated debt/EBITDA be sustained above 4.5 times,
EBITA/interest be sustained below 1.75 times, or liquidity
weakens.  Additionally, ratings could be downgraded if
consolidated financial policy, including investment strategy,
becomes more aggressive to the extent that it is a clear detriment
to debtholders or increases the risk profile measurably.


SELECT MEDICAL: Moody's Gives Stable Outlook, Assigns 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Select
Medical Holdings Corporation to stable from positive.  Moody's
also assigned a Ba2 (LGD2, 14%) rating to Select Medical
Corporation's amended revolver due August 2013 and withdrew the
rating on the previous revolver.  Concurrently, Moody's affirmed
all other ratings of Holdings and Select Medical Corporation, a
wholly owned subsidiary of Holdings.

Moody's rating actions are summarized below.

Ratings assigned:

Select Medical Corporation:

* Senior secured revolving credit facility due 2013, Ba2 (LGD2,
  14%)

Ratings withdrawn:

Select Medical Corporation:

* Senior secured revolving credit facility due 2011, Ba2 (LGD2,
  17%)

Ratings affirmed/LGD assessments revised:

Select Medical Holdings Corporation:

* Senior floating rate notes due 2015 at Caa1 (LGD6, 90%)
* Corporate Family Rating, B2
* Probability of Default Rating, B2
* Speculative Grade Liquidity Rating, SGL-2

Select Medical Corporation:

* Senior secured term loan tranche B-1 due 2014 to Ba2 (LGD2, 14%)
  from Ba2 (LGD2, 17%)

* Senior secured term loan due 2012 to Ba2 (LGD2, 14%) from Ba2
  (LGD2, 17%)

* 7.625% Senior subordinated notes due 2015 to B3 (LGD4, 62%) from
  B3 (LGD4, 66%)

The rating outlook was changed to stable from positive.

                        Ratings Rationale

The change in the rating outlook reflects Moody's expectation that
a combination of risks and uncertainties facing the company over
the near term make a rating upgrade less likely over the next few
quarters but does not preclude positive rating action if these
issues are resolved or addressed by the company without a
detrimental effect on the credit metrics.  Moody's anticipates
that the company will maintain good liquidity even in the face of
the significant increase in mandatory amortization payments under
the Term loan B starting March 31, 2011 and the potential use of
the revolver to fund the Regency Hospital Company acquisition.
However, the change in the outlook also reflects the potential for
risks associated with the Regency acquisition, including a
compression of the company's margins from the lower margin
acquired facilities and a greater concentration in long term acute
care hospitals (LTACH), which relies heavily on Medicare
reimbursement and could be subject to additional scrutiny stemming
from the Senate Finance Committee inquiry into the sector.
Additionally, Select's outpatient therapy business could face
reduced Medicare reimbursement if certain regulatory changes are
enacted as proposed.

The B2 Corporate Family Rating reflects considerable financial
leverage but notes improvement as debt levels were reduced with
IPO proceeds.  Moody's believe the company will be able to fund
the Regency acquisition and near term mandatory term loan B
maturities through strong cash flow generation, available revolver
borrowings and cash reserves while maintaining metrics that are
appropriate for the current rating category.  The rating also
considers Select's considerable scale and position as one of the
largest LTACH and outpatient rehabilitation providers in the US.

Moody's could consider positive pressure on the ratings if the
company shows an ability to maintain margins given pressure on
Medicare reimbursement in both business segments.  Furthermore,
Moody's would expect more clarity around the potential impact of
the Senate Finance Committee inquiry and longer term regulatory
views on the LTACH sector given the current moratorium and
additional insight into the potential reductions in Medicare
reimbursement for outpatient rehabilitation services prior to a
rating upgrade.

While the considerable reduction in leverage over the last two
years mitigates the likelihood of a rating downgrade in the near
term, downward pressure could develop if there are material
negative implications from the Senate Finance Committee inquiry or
OIG investigation.  Additionally, Moody's could consider changing
the outlook to negative or downgrading the ratings if adverse
developments in Medicare reimbursement result in significant
margin deterioration or an inability to address upcoming debt
maturities.

Moody's last rating action was on September 25, 2009, when Select
Medical's rating outlook was changed to positive from negative and
the company's Speculative Grade Liquidity Rating was changed to
SGL-2 from SGL-4.  Moody's also assigned a Ba2 (LGD2, 17%) rating
to a new tranche of term loan due 2014.

Headquartered in Mechanicsburg, PA, Select Medical provides long-
term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment.  The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment.  For the twelve months ended June 30, 2010, the company
recognized net revenues of approximately $2.3 billion.


SHUBH HOTELS: Patel Offers Financing in Exchange for Ownership
--------------------------------------------------------------
Pittsburgh Post-Gazette reports that cardiologist Dr. Kiran C.
Patel said, in a letter of intent filed in the U.S. Bankruptcy
Court in Pittsburgh, Pennsylvania, he is offering to provide Shubh
Hotels $3 million to cover hotel operating costs over the next 13
weeks.

Under the proposal, Mr. Patel would own 89% of the hotel at the
outset, and buy out the remaining 11% controlled by Shubh Hotels
over the next three years.  Mr. Patel agreed to pay 100% of the
allowed claims of creditors as part of the plan, which is subject
to court approval.

The letter of intent was part of a motion filed by Shubh asking
the court to deny a request by BlackRock Financial Management Inc.
to lift the stay so that it could move ahead with the foreclosure.

Shubh Hotels also reached a deal to rename the hotel but it would
not disclose the name of the new franchise.

                        About Shubh Hotels

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


SMITHFIELD FOODS: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Smithfield Foods Inc.'s
speculative grade liquidity rating to SGL-1 from SGL-3 following
the company's announcement of the sale of its interest in
Butterball, LLC, and overall improvement in the company's cash
generation.  In addition, Moody's affirmed the corporate family
and probability of default ratings at B2.  Moody's lowered
Smithfield's senior secured notes rating to B1 from Ba3 as a
result of the decrease in junior capital (following the end of the
quarter, the company continued to repay the senior unsecured notes
due 2011, now about $530 million outstanding) and the expectation
of ongoing debt repayment at the junior level.  This is consistent
with Moody's loss given default methodology.  The balance of the
company's debt instrument ratings were affirmed as outlined below.
The rating outlook remains stable.

                        Ratings Rationale

The upgrade in Smithfield's liquidity rating to SGL-1 considers
the company's very good liquidity as evidenced by the recently
announced decision to sell its interest in Butterball LLC for net
proceeds of $175 million, the improvement in the company's
fundamental operating performance, notably hog production, leading
to greater free cash flow generation and a sizable cash balance at
approximately $540 million as of August 1, 2010.  In addition,
Smithfield paid down a portion of its 2011 notes, leaving about
$530 million outstanding and has good effective availability under
its ABL revolving facility of about $760 million.  Moody's expects
the company will be able to meet its August 2011 debt obligation
while maintaining its good liquidity profile.

The B2 CFR continues to reflect the company's high leverage,
volatile operating performance (most notably in hog production),
concentration in only one protein and low operating margin.  Tight
hog supplies and attractive pork processing and consumer packaged
meats segments are expected to drive better results going forward.
Shortened hedging contracts in hog production and live hogs should
reduce some earnings volatility.  Diminished global trade
restrictions will also support future growth though the company
remains vulnerable to unanticipated outbreaks of animal disease
and the potential for politically motivated trade barriers.

Credit metrics are expected to improve modestly over the near term
with less volatile and reasonable grain costs, higher pork retail
prices resulting from industry capacity reductions and operational
improvements.  The export market also appears more attractive than
it has over the past 12 to 18 months.

                What Could Change the Rating -- Down

Ratings could be lowered if debt-to-EBITDA is likely to be
sustained above 7 times or if EBIT- to-interest expense is likely
to be sustained below 1 time.

                 What Could Change the Rating -- Up

An upgrade in the rating is likely to be supported by evidence of
margin appreciation following restructuring and cost saving
initiatives coupled with relative stability regarding commodity
input costs and pricing.  In addition, leverage would need to
decline several turns to about 4 times debt-to-EBITDA and appear
sustainable.

Rating Upgraded:

Smithfield Foods, Inc.

  -- SGL-1 Speculative grade liquidity rating from SGL-3;

Ratings Affirmed:

  -- Corporate Family Rating at B2;
  -- Probability of Default Rating at B2; and
  -- Senior unsecured debt ratings at Caa1 (LGD5, 84%);

Rating Downgraded:

  -- Senior secured notes due 2014, to B1 (LGD3, 34%) from Ba3
     (LGD2, 24%);

The rating outlook is stable.

Moody's last rating action for Smithfield was on August 7, 2009,
when Moody's affirmed the Ba3 rating on the upsized senior secured
notes and upgraded the SGL to SGL-3.  All other ratings were
affirmed.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia,
is the world's largest pork producer and processor.  Sales for
the twelve months ended August 1, 2010, were approximately
$11.4 billion.


SOUTHEAST TELEPHONE: Court Fixes Administrative Claims Bar Date
---------------------------------------------------------------
The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Kentucky ordered that any individual or
entity holding or wishing to assert administrative claims must
file their proofs of claim against SouthEast Telephone, Inc.,
within 30 days of the Effective Date.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11
protection on Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).
Jamie L. Harris, Esq., and Laura Day DelCotto, Esq., at Wise
DelCotto PLLC, represent the Debtor in its restructuring effort.
The Debtor disclosed $15,573,655 in assets and $31,423,707 in
debts.


STATES INDUSTRIES: Creditors Panel Taps Stoel Rives as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in States
Industries, Inc.'s Chapter 11 bankruptcy case asks for
authorization from the U.S. Bankruptcy Court for the District of
Oregon to employ Stoel Rives LLP counsel.

Stoel Rives will, among other things:

     a) assist the Committee in the investigation of the financial
        affairs of the Debtor;

     b) assist the Committee in the evaluating and negotiating the
        proposed sale of substantially all of the Debtor's assets
        by auction;

     c) assist the Committee in the evaluating alternatives to the
        sale of the Debtor's assets, including the feasibility of
        proposing and confirming a plan of reorganization; and

     d) prepare pleadings in these proceedings.

The hourly rates of Stoel Rives personnel are:

        David B. Levant, Partner           $500 (Asset sale & DIP
                                           financing matters)

        Brandy Sargent, Of Counsel         $375 (General case
                                           administration)

        Mark Hindley, Partner              $365 (Discovery and any
                                           litigation)

        Bentley Peay, Associate            $250 (Discovery and any
                                           litigation)

Brandy A. Sargent, Esq., an attorney at Stoel Rives, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Eugene, Oregon-based States Industries, Inc., filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ore. Case No.
10-65148).  Brad T. Summers, Esq., and Justin D. Leonard, Esq.,
who have an office in Portland, Oregon, assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $20,615,286 in total assets and $28,458,541 in total
liabilities as of the petition date.


STATES INDUSTRIES: Files Schedules of Assets & Liabilities
----------------------------------------------------------
States Industries, Inc., has filed with the U.S. Bankruptcy Court
for the District of Oregon its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                     $9,100,000
B. Personal Property                $10,981,506
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $15,823,983
E. Creditors Holding
   Unsecured Priority
   Claims                                                $991,637
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $11,189,230
                                    -----------       -----------
      TOTAL                         $20,081,506       $28,004,850

Eugene, Oregon-based States Industries, Inc., filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ore. Case No.
10-65148).  Brad T. Summers, Esq., and Justin D. Leonard, Esq.,
who have an office in Portland, Oregon, assist the Debtor in its
restructuring effort.


STATES INDUSTRIES: Section 341(a) Meeting Scheduled for Sept. 22
----------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of States
Industries, Inc.'s creditors on September 22, 2010, at 9:00 a.m.
The meeting will be held at the U.S. Trustee's Office, Room 1900,
405 E 8th Avenue, Eugene, OR 97401.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Eugene, Oregon-based States Industries, Inc., filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ore. Case No.
10-65148).  Brad T. Summers, Esq., and Justin D. Leonard, Esq.,
who have an office in Portland, Oregon, assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $20,615,286 in total assets and $28,458,541 in total
liabilities as of the petition date.


STATES INDUSTRIES: U.S. Trustee Names 7 Members to Creditors Panel
------------------------------------------------------------------
Robert D. Miller, Jr., the U.S. Trustee for Region 18, appoints
seven members to the Official Committee of Unsecured Creditors in
States Industries, Inc.'s Chapter 11 cases.

The Committee members include:

1) Chairperson
   Manthei Incorporated
   Jason Miller
   3996 US 31
   Petoskey, MI 49770
   Tel: (231) 347-7040
   Fax: (231) 347-1369

2) RPL International, Inc.
   Curtis V. Lynn
   1851 Whitney Mesa Drive
   Henderson, NV 89014
   Tel: (702) 565-7756
   Fax: (702) 565-3264

3) Commonwealth Plywood Co. Ltd.
   Johnny D'Orazio
   15 Labelle
   P.O. Box 90
   St. Therese
   Quebec J7E 4H9
   Tel: (450) 435-6541
   Fax: (450) 435-3814

4) Coyote Logistics, LLC
   Bruce E. Mitchell, Esq.
   3390 Peachtree Road NE
   Suite 520
   Atlanta, GA 30326
   Tel: (404) 262-9488
   Fax: (404) 231-3774

5) Gross Veneer Sales, Inc.
   Robert D. Gross
   P.O. Box 5212
   High Point, NC 27262
   Tel: (336) 883-0916
   Fax: (336) 883-2912

6) Rosboro, LLC
   Richard Babcock
   P.O. Box 20
   Springfield, OR 97477
   Tel: (541) 736-2225
   Fax: (541) 726-8919

7) Dietrich Veneer Sales, Inc.
   Bud Dietrich
   9825 SE Lawnfield Road
   Clackamas, OR 97015
   Tel: (503) 652-1053
   Fax: (503) 652-5813

Eugene, Oregon-based States Industries, Inc., filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ore. Case No.
10-65148).  Brad T. Summers, Esq., and Justin D. Leonard, Esq.,
who have an office in Portland, Oregon, assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $20,615,286 in total assets and $28,458,541 in total
liabilities as of the petition date.


STILLWATER MINING: Moody's Retains 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service commented that Stillwater Mining
Company's Caa1 CFR and stable rating outlook are not currently
impacted by the company's announcement that it has entered into a
definitive agreement to acquire Canada based Marathon PGM
Corporation.

Moody's believes SWC has sufficient wherewithal to fund the cash
portion of the acquisition and fees ($60-65 million) with
relatively modest impact on its liquidity position.  Moody's
further believes that this acquisition could provide SWC with a
strategic development opportunity complementary to the company's
existing platinum group metals mines.  However, there is likely
risk associated with acquiring the necessary permits, financing
the development spending, and ensuring mining economics necessary
to generate a reasonable return on the total investment.  Moody's
will continue to monitor the permitting process, changes in
expected cash outflows for mine development spending, and timing
of these outflows.

The last rating action for SWC was on February 23, 2010, at which
time Moody's affirmed the company's Caa1 corporate family rating
and changed the rating outlook to stable from negative.

Stillwater Mining Company is headquartered in Billings, Montana.
The company is the only US producer of palladium and platinum and
one of the only producers of platinum group metals outside of
South Africa and Russia.  Revenues for the twelve month period
ended June 30, 2010, were approximately $482 million.


STUYVESANT TOWN: Developer Guterman Unveils Co-Op Conversion Bid
----------------------------------------------------------------
Bloomberg News reports that developer Gerald Guterman's new firm,
Condo Recovery, has prepared a plan for a co-op conversion of
Manhattan's Stuyvesant Town/Peter Cooper Village, the 80-acre
rental complex at the center of a dispute between creditors after
the owner defaulted on a $3 billion mortgage.  According to the
report, Mr. Guterman discussed the proposal with CW Capital Asset
Management LLC, the representative for holders of the senior debt,
and plans an offer to buy the note before a planned foreclosure,
he said in an interview.

"We've made our intentions known in a very quiet, real way," said
Mr. Guterman, 64, who said he met with representatives of the more
than 25,000 tenants who live at the complex, according to
Bloomberg.

Mr. Guterman bought more than 12,000 New York-area rental
apartments and turned them into condos and co-ops in the 1970s and
1980s.

According to Bloomberg, Condo Recovery's plan is dependent on CW
Capital prevailing in a lawsuit against junior lenders who are
trying to seize control of Manhattan's biggest residential
enclave.  Bill Ackman's Pershing Square Capital Management LP and
Winthrop Realty Trust want to lead their own co-op conversion
after buying $300 million of junior debt for 15 cents on the
dollar.

Mr. Guterman co-founded Condo Recovery with New York investment
firm Westwood Capital and appraiser Jonathan Miller, who has been
offering valuations on what market-rate co-ops sell for in the
neighborhood.  The company was founded last year to buy
unsuccessful condominium projects and convert them to rentals, and
to purchase large properties in distress.

According to Bloomberg, Mr. Guterman said he began preparing a
plan for a Stuyvesant Town conversion before the owner, Tishman
Speyer Properties, defaulted in January.  "I've been looking at
this almost a year," Mr. Guterman said. "I've got guys who don't
do anything else."

Bloomberg relates Stuyvesant Town likely will attract other
bidders.  Billionaire investor Wilbur Ross is among investors who
have expressed interest in the property.

Bloomberg says the co-op pricing in Condo Recovery's plan is based
on stabilized rent rates in 2006, when Tishman and BlackRock Inc.
bought the property for $5.4 billion with plans to boost regulated
prices to market levels.  That effort was thwarted after a legal
victory for tenants who claimed some rent increases were illegal.
The firm's proposal assumes all current tenants in the more than
11,000 units are rent-stabilized, and calculates their current
rates as if they had been stabilized from 2006. That will be the
basis for the prices at which residents can buy their unit.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.  stopped payments on a $3 billion senior
mortgage in January 2010 after the development's value sank and
the owners failed to raise rents as fast as anticipated.


SUPERVALU INC: Moody's Reviews 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investor's Service placed the Ba3 Corporate Family Rating
of SUPERVALU Inc. and the senior unsecured debt ratings of
SUPERVALU and its subsidiaries on review for possible downgrade
based on concerns that credit metrics could remain weak for an
extended period.

Moody's remains concerned that SUPERVALU'S operating profits will
remain pressured due to the continuing challenging price
environment for supermarkets, combined with potential disruptions
to operations as the company carries out strategic initiatives in
its traditional supermarkets.  SUPERVALU's operating profit margin
has been reasonably stable, albeit at levels that are weak
relative to national competitors.  Performance metrics, such as
same store sales and profitability of grocery operations, have
lagged other national supermarkets, due in part to the company's
re-merchandising efforts.

These ratings were placed on review for possible downgrade (LGD
rate and points estimates subject to revision):

  -- Corporate Family Rating of Ba3

  -- Possibility of Default Rating of Ba3

  -- Senior unsecured notes of SUPERVALU Inc., Albertsons Inc.,
     and American Stores Co. of Ba3 (LGD 4, 57%).

Moody's review will focus on the likelihood of meaningful
improvement in credit metrics in the near term, and on the
prospects for SUPERVALU to maintain sufficient cash flow for its
business investment as well as ongoing debt reduction.

SUPERVALU Inc., headquartered in Eden Prairie, Minnesota, is the
third-largest operator of stand-alone supermarkets in the U.S.,
with over 2,300 hundred owned and licensed stores.  In addition,
SUPERVALU's food distribution business services nearly 5,000
company-owned, licensed and independent retailers.  Annual
revenues are approximately $39 billion.


TAMARACK RESORT: Reaches Deal With Owner on Use of Facilities
-------------------------------------------------------------
The Associated Press reports that Tamarack Resort reached an
agreement with its majority owner to allow it to use lifts, snow
groomers and other facilities.  The deal is subject to court
approval.

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers, signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TREEHOUSE FOODS: ST Specialty Deal Won't Move Moody's 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service, Inc., said that TreeHouse Foods Inc.'s
proposed acquisition of S.T. Specialty Foods, Inc., will not
affect the company's debt ratings, including its Ba2 Corporate
Family Rating and SGL-2 Speculative Grade Liquidity Rating.  The
rating outlook is stable.

TreeHouse announced that it has reached an agreement to acquire
Specialty Foods, a maker of private label macaroni and cheese,
pasta dinners and rice mixes, for up to $195 million (including a
$15 million earn-out), or approximately 8.2 times EBITDA.  The
transaction will be financed entirely with debt, primarily through
drawings under its senior unsecured bank facility.

Proforma the transaction, based on Moody's analytic adjustments,
leverage will approximate 3.8 times debt/EBITDA, versus 3.4 times,
currently.  Considering TreeHouse's growth-by-acquisition
strategy, Moody's consider leverage around 3.5 times EBITDA to be
reasonable at the Ba2 rating category.  Assuming a straightforward
integration (no cost or revenue synergies are anticipated in the
near-term), Moody's estimate that leverage should decline to
comfortably below 3.5 times within 12 months.

"The transaction appears to be reasonably valued and consistent
with the TreeHouse's acquisition strategy that focuses on private
labels in large categories led by a strong national brand," said
Brian Weddington, Moody's senor credit officer.

"Notably, the transaction moves TreeHouse into new food segments,
namely lunch and dinner meal entrees, which Moody's view as more
competitive than TreeHouse's core enhancer categories such as
pickles, salsas and salad dressings.  However, Specialty Foods
generates attractive EBITDA margins in excess of 20%, and its low-
cost-producer and competitive pricing strategies are similar to
TreeHouse's," added Weddington.

Integration risk currently is not a major factor given the
company's plan to operate Specialty Foods as an independent
subsidiary in the intermediate term.

The Ba2 rating is based on TreeHouse's leading position in private
label food and beverage categories; stable industry fundamentals;
the company's proven business model; and its disciplined
acquisition strategy.  These strong business fundamentals are
balanced against qualitative risks such as modest business
integration risk; intensifying promotional activity in the
packaged foods sector; modest scale; and risks inherent in the
company's growth-by-acquisition strategy.

TreeHouse has a $600 million senior unsecured revolving credit
facility due August 2011 of which nearly $400 million was drawn at
June 30, 2010.  Thus, the company should have just enough
availability to fund the transaction under this line.  However,
the company is in the process of amending and extending this
facility to add at least $100 million of incremental availability.
The amended facility is expected to be in place within 45 days, in
time to fund the acquisition.  Based on current market conditions,
pricing spreads, currently at LIBOR + 65bps, are likely increase
by up to 200bps under the amended agreement, but should still
provide an attractive all-in rate of around 3%.  The bank covenant
package, which includes a maximum leverage covenant of 4.0 times
EBITDA, will likely remain unchanged.  For bank covenant purposes,
proforma leverage reflecting the proposed acquisition approximates
3.4 times EBITDA.

TreeHouse's SGL-2 Speculative Grade Liquidity Rating is unchanged
based on Moody's expectation that the proposed refinancing will be
completed on an usecured basis prior to the close of the
transaction.

Formed in 2005 through a spin-off from Dean Foods, TreeHouse is a
leading private label food manufacturer servicing primarily the
retail grocery and foodservice distribution channels.  Its
products include non-dairy powdered coffee creamer; soup; salad
dressings and sauces; Mexican sauces; jams and pie fillings;
pickles and related products; hot cereal; drink mixes and infant
feeding products.  TreeHouse currently generates approximately
$2 billion in annual revenues.


TRICO MARINE: Taps Vinson & Elkins as Bankruptcy Counsel
--------------------------------------------------------
Trico Marine Services, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Vinson &
Elkins L.L.P. as counsel.

V&E will among other things:

   -- assist in the formulation and confirmation of a Chapter 11
      plan and disclosure statement for the Debtors;

   -- consult with the U.S. Trustee, any statutory committee and
      all other creditors and parties-in-interest concerning the
      administration of the cases; and

   -- take all necessary steps to protect and preserve the
      Debtors' bankruptcy estates.

John E. Mitchell, Esq., an attorney at V&E, tells the Court that
V&E received $5,618,009 in fees (plus expenses) for services
rendered.  The source of the compensation was the Debtors'
property.  As of the Petition Date, V&E holds in its retainer
account $169,523 and $4,424 in an advance account for
disbursements.

The hourly rates of V&E's personnel are:

     Junior Associates            $220
     Senior Partner               $985
     Paraprofessionals         $180 - $275

Mr. Mitchell, assures the Court that V&E is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Mitchell can be reached at:

     Vinson & Elkins L.L.P.
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201
     Tel: (214) 220-770
     Fax: (214) 999-7787
     E-mail: jmitchell@velaw.com

                        About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  The Debtor disclosed $30,562,681 in
total assets and $353,606,467 in total liabilities as of the
Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
is the Debtors' Delaware counsel.  Cahill Gordon & Reindell LLP is
the Debtors' special counsel.  Alix Partners Services, LLC, is the
Debtors' chief restructuring officer.  Epiq Bankruptcy Solutions
is the Debtors' claims and notice agent.


TRICO MARINE: Extends Consent Fee Payment Period
------------------------------------------------
Trico Marine Services, Inc. disclosed that Trico Shipping AS, an
indirect, wholly-owned subsidiary of the Company, has extended the
period during which it would pay a consent fee to consenting
holders of its 11.875% senior secured notes due 2014 in connection
with its previously announced solicitation of consents to amend
the indenture governing the Notes and the related documents Trico
Shipping will pay to each holder of Notes who has delivered a duly
executed consent on or prior to 5:00 p.m. EDT on September 15,
2010, and who has not revoked such consent, a fee of $2.50 per
$1,000 principal amount of notes covered by such consent, subject
to the conditions described in the consent solicitation statement
of Trico Shipping and the accompanying documents.  The previously
announced expiration date of the period for the payment of the
consent fee to consenting holders was 5:00 p.m. EDT on
September 14, 2010.

All holders of the Notes who have previously delivered consents do
not need to redeliver such consents or take any other action in
response to this extension in order to receive the consent fee
upon the successful conclusion of the Consent Solicitation.  Other
holders of Notes may use the previously distributed Letter of
Consent for purposes of delivering their consents.  Trico Shipping
reserves the right to terminate, withdraw or amend the Consent
Solicitation at any time subject to applicable law.

Evercore Partners is serving as the solicitation agent and
Deutsche Bank National Trust Company is serving as the information
agent and tabulation agent in connection with the Consent
Solicitation.  Questions concerning the terms of the solicitation
should be directed to Evercore, at (212) 822-7584. Requests for
assistance in completing and delivering a letter of consent or
requests for additional copies of the Consent Solicitation
Documents should be directed to Deutsche Bank by calling 1-800-
735-7777, option 1, or by writing to Deutsche Bank at:


  By Regular Mail:                 By Hand or Overnight Courier:

  DB Services Americas, Inc        DB Services Americas, Inc
  MS JCK01-0218                    MS JCK01-0218
  5022 Gate Parkway, Suite 200     5022 Gate Parkway, Suite 200
  Jacksonville, FL 32256           Jacksonville, FL 32256
                                   Attention: Security Holder
                                    Relations

The Consent Solicitation is being made solely by means of the
Consent Solicitation Documents. Under no circumstances shall this
press release constitute a solicitation of consents to the
Amendment.

As of Tuesday, September 14, 2010 at 5:00 p.m. EDT, holders of an
aggregate of approximately $399.7 million principal amount of
Notes, representing 99.93% of the Notes then outstanding, had
delivered and not revoked their consents.

                     About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in total assets and $353,606,467 in total
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
is the Debtors' Delaware counsel.  Cahill Gordon & Reindell LLP is
the Debtors' special counsel.  Alix Partners Services, LLC, is the
Debtors' chief restructuring officer.  Epiq Bankruptcy Solutions
is the Debtors' claims and notice agent.


UHS ESCROW: S&P Assigns B+ Rating on $250 Mil. Senior Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned UHS Escrow Corp.'s
$250 million senior unsecured notes due 2018 its issue-level
rating of 'B+' with a recovery rating of '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.  When note proceeds are used
toward completing Universal Health Services Inc.'s pending
acquisition of Psychiatric Solutions Inc., the notes will become
obligations of Universal Health.

S&P's corporate credit rating on King of Prussia, Pa.-based
hospital operator Universal Health is 'BB' and the rating outlook
is stable.  The rating reflects the company's willingness to
depart from a capital structure that historically was much less
leveraged than it will be if the acquisition of Psychiatric
Solutions is successfully completed.  S&P expects lease-adjusted
debt to EBITDA to increase to about 3.8x from 1.4x, and funds from
operations to lease-adjusted debt to decline to about 20% at the
time the acquisition, which S&P believes will close by the end of
the year, from about 50% currently.  The rating also reflects a
business risk profile characterized by significant reimbursement
risk, notwithstanding an increase in the diversity of Universal's
portfolio of facilities.  Other key rating factors include local
market competition and a difficult economic environment, which has
had an adverse impact on patient volume trends and uncompensated
care.

                           Ratings List

                  Universal Health Services Inc.

           Corporate Credit Rating         BB/Stable/--

                            New Rating

                         UHS Escrow Corp.

                $250M sr unsecd nts due 2018    B+
                  Recovery Rating               6


UNIVERSAL HEALTH: Moody's Assigns 'B1' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD6, 95%) rating to
Universal Health Services, Inc's $250 million of unsecured notes.
Moody's understands the proceeds of the notes will be used to fund
a portion of the acquisition of Psychiatric Solutions, Inc. along
with the previously rated senior secured credit facility.
Concurrently Moody's affirmed UHS' Ba2 Corporate Family and
Probability of Default Ratings and the Ba2 rating on UHS' proposed
senior secured credit facility.  The outlook for the ratings
remains stable.  Additionally, UHS' existing senior notes,
currently rated Baa3, remain under review for possible downgrade.
Moody's expects to downgrade the notes to Ba2 at the close of the
PSI acquisition as the notes are expected to become secured and
rank pari passu with the new bank debt.

Following is a summary of Moody's rating actions.

Ratings assigned:

Universal Health Services, Inc.:

* $250 million unsecured notes due 2018, B1 (LGD6, 95%)

Ratings affirmed/LGD assessments revised:

* Senior secured revolving credit facility to Ba2 (LGD3, 45%) from
  Ba2 (LGD3, 43%)

* Senior secured term loan A, to Ba2 (LGD3, 45%) from Ba2 (LGD3,
  43%)

* Senior secured term loan B, to Ba2 (LGD3, 45%) from Ba2 (LGD3,
  43%)

* Corporate Family Rating, Ba2

* Probability of Default Rating, Ba2

Ratings remaining under review for possible downgrade:

Universal Health Services, Inc.:

* Senior notes, Baa3

Ratings unchanged (expected to be withdrawn at the close of the
transaction):

Psychiatric Solutions, Inc:

* Senior secured revolving credit facility, Ba2 (LGD2, 25%)
* Senior secured term loan due 2012, Ba2 (LGD2, 25%)
* Senior subordinated notes due 2015, B3 (LGD5, 81%)
* Corporate Family Rating, B1
* Probability of Default Rating, B1
* Speculative Grade Liquidity Rating, SGL-3

                        Ratings Rationale

UHS upsized its term loan A and term loan B by $50 million each
since Moody's last rating on June 24, 2010.  The size of the
term loan A and term loan B now stand at $1.05 billion and
$1.6 billion, respectively.  These and other minor changes from
the originally proposed structure resulted in the downsizing of
the senior unsecured note offering from $400 million to
$250 million.  These changes to the capital structure have minimal
impact on the existing ratings.

The senior unsecured notes are rated B1 (LGD6, 95%) to reflect the
notes' unsecured nature and contractual subordination to a
considerable amount of secured debt.

The Ba2 Corporate Family Rating reflects the considerable leverage
incurred to complete the approximately $3.1 billion acquisition of
PSI.  Moody's estimate that UHS' pro forma adjusted leverage at
June 30, 2010, would have approximated 4.1 times -- more than
twice the leverage of 1.7 times before considering the acquisition
debt.  The rating also reflects the additional benefits in scale
and diversification the acquisition provides to UHS' existing
business mix.  However, the ratings reflect the risks associated
with such a large acquisition, the ongoing quality issues at
certain PSI facilities and the challenges UHS continues to face in
its acute care operations related to weak volume growth and
increasing exposure to uncompensated care costs.

The stable rating outlook reflects Moody's expectation that the
company can effectively integrate the operations of the PSI
facilities without significant disruption and realize synergies
associated with the elimination of redundant functions.
Additionally, the outlook reflects Moody's expectation that the
company will remain disciplined with respect to additional
acquisitions, dividends and share repurchase activity and focus on
reducing the debt incurred to complete the PSI acquisition and
improving credit metrics.

While the existing UHS notes remain under review, Moody's expect
to conclude the review and downgrade the ratings on the notes to
Ba2 (LGD3, 45%) upon the close of the transaction reflecting the
new higher debt levels of the company and the expectation that the
notes will become secured and rank pari passu with the new credit
facilities in the proposed capital structure.  Moody's also
expects to withdraw all the ratings of PSI upon the close of the
transaction as all outstanding rated debt of PSI is expected to be
redeemed in conjunction with the consummation of the acquisition.

Prior to a rating upgrade UHS would have to meaningfully lower
financial leverage and improve credit metrics through both EBITDA
expansion and debt repayment.  More specifically, if UHS were
expected to lower leverage to 3.0 times or attain sustainable free
cash flow to debt of approximately 9%, Moody's would consider
positive pressure on the ratings.

Conversely, the rating could be downgraded if the company does not
see expected improvement in the credit metrics either because of;
integration issues, an inability to recognize anticipated
synergies, or adverse developments at any of the existing UHS or
acquired PSI facilities currently under scrutiny.  Additionally,
Moody's would consider a continuation of aggressive acquisition,
dividend or share repurchase activity that delays a reduction in
debt balances or results in an increase in leverage as negative
developments in regard to the current rating level.

Moody's last rating action on UHS was on June 24, 2010, when
Moody's assigned Ba2 Corporate Family and Probability of Default
Ratings, a Ba2 (LGD3, 43%) rating to UHS' proposed senior secured
credit facility and a Speculative Grade Liquidity rating of SGL-2.
The existing senior notes, currently rated Baa3, remained under
review for possible downgrade.

UHS, headquartered in King of Prussia, Pennsylvania, owns and
operates acute care hospitals, behavioral health centers, surgical
hospitals and ambulatory surgery and radiation oncology centers.
Services provided at the company's facilities include general and
specialty surgery, internal medicine, obstetrics, emergency room
care, radiology, oncology, diagnostic care, coronary care,
pediatric services, pharmacy services and behavioral health
services.  UHS recognized approximately $5.3 billion of revenue
for the twelve months ended June 30, 2010.

PSI, headquartered in Franklin, TN, provides a continuum of
behavioral health programs to critically ill children, adolescents
and adults through its operation of owned or leased psychiatric
inpatient facilities.  PSI also manages free-standing psychiatric
inpatient facilities for government agencies and psychiatric
inpatient units within medical and surgical hospitals owned by
others.  The company recognized approximately $1.9 billion of
revenue for the twelve months ended June 30, 2010.


UNO RESTAURANT: U.S. Trustee Asks Court to Cut E&Y Fees by 10%
--------------------------------------------------------------
Bankruptcy Law360 reports that U.S. Trustee Tracy Hope Davis, the
U.S. trustee overseeing the bankruptcy of Uno Restaurant Holdings
Corp., has asked the court to reduce Ernst & Young LLP's fees by
10 percent, but she otherwise had no problem with the roughly $6.5
million professionals requested for their work on the case.

                        About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- has 179 company-owned and franchised
full-service Uno Chicago Grill restaurants located in 28 states,
the District of Columbia, Puerto Rico, South Korea, the United
Arab Emirates, Honduras, Kuwait, and Saudi Arabia.  The company
also operates a fast casual concept called Uno Due Go(R), a quick
serve concept called Uno Express, and a consumer foods division
which supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 protection on
January 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209).  The
Company estimated its assets and debts at $100 million to
$500 million as of the Petition Date.

Weil, Gotshal & Manges LLP assists the Debtors in their
restructuring effort.  CRG Partners Group LLC is the restructuring
advisor.  Kurtzman Carson Consultants LLC serves as noticing and
claims agent.

As reported by the Troubled Company Reporter on July 27, 2010, Uno
Restaurant emerged from Chapter 11 pursuant to its plan of
reorganization, confirmed by the Bankruptcy Court on July 6.


U.S. AEROSPACE: Amends 10-Q; Posts $3.40 Million Net Loss
---------------------------------------------------------
U.S. Aerospace Inc. filed an amended quarterly report on Form 10-Q
reporting a net loss of $3.40 million on $694,315 of net revenues
for the three months ended June 30, 2010, compared with a net loss
of $858,020 on $1.36 million of net revenues for the same period a
year ago.

The Company's balance sheet at June 30, 2010, showed $5.67 million
in total assets, $14.00 million in total liabilities, and a
$8.31 million stockholders' deficit.

A full-text copy of the amended quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?6b2d

U.S. Aerospace, Inc. -- http://www.USAerospace.com/-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.


UTSTARCOM INC: Closes Investment Deal With Beijing E-Town
---------------------------------------------------------
UTStarcom Inc. has successfully closed the strategic investment
transaction led by Beijing E-town International Investment and
Development Co. Ltd.

Under the revised terms, UTStarcom received a total investment of
$36.6 million and issued approximately 18.1 million shares of
common stock, equating to a per share purchase price of
approximately $2.03.  BEIID invested approximately $23.0 million
and Shah Capital Management invested $11.0 million.  Ram Max Group
Limited invested $2.6 million and received an option to purchase
up to an additional approximately 4.0 million shares within the
next two months.  The purchase price for such shares would also be
approximately $2.03 per share, subject to increase depending on
the timing of the purchase.  If the option were to be exercised in
full, the total number of shares purchased by Ram Max Group would
be approximately 5.3 million.

In connection with the closing of the transaction, Jack Lu, the
Company's former COO, has been appointed CEO and replaced Mr.
Peter Blackmore on the Company's Board of Directors. In addition,
three new members joined the Company's Board of Directors
effective at closing.  A new seat was created for Mr. Baichuan Du,
a former Deputy Chief Engineer of China's State Administration of
Radio, Film and Television, increasing the total number of
directors on the board from six to seven.  Mr. Xiaoping Li,
Executive Deputy General Manager of BEIID and Mr. William Wong, a
Managing Director at Yellowstone Capital, replaced Mr. Allen
Lenzmeier and Mr. Jeff Clarke, who resigned from their board
positions.

"We are pleased to execute this transaction as it provides an
important foundation for strengthening UTStarcom's relationships
and presence in China," commented Thomas Toy, UTStarcom's Chairman
of the Board of Directors.  "I am confident in Jack Lu's ability
to take over the CEO role as he has been managing most of the
Company's operations for the last six months.  With the
appointment of three capable strategic additions to the Board,
UTStarcom has a solid leadership team in place to drive the future
strategic direction of the Company in exciting ways.  We thank
Peter Blackmore for his past leadership, which has been
instrumental in our Company's transition.  We also thank Allen
Lenzmeier and Jeff Clark for their past guidance and contributions
as members of the Company's Board of Directors."

Jack Lu, UTStarcom's new CEO added, "I am encouraged by the
progress we have made to simplify the Company and improve our
business.  The new management team is focused on ramping bookings
for IPTV and optical Broadband technologies in our target markets,
particularly in China where the Company is well positioned to
become a top supplier in China's Triple Network Convergence, not
only for equipment and system solutions but also for operations
support services."

UTStarcom's operational headquarters have been moved to Beijing,
China.  The Company will continue to be domiciled in the U.S. and
registered with the U.S. Securities and Exchange Commission and be
subject to the same SEC reporting requirements.  The company's
shares will continue to trade on the NASDAQ stock market under the
ticker symbol "UTSI."

BofA Merrill Lynch acted as financial advisor to UTStarcom.
Wilson Sonsini Goodrich & Rosati, Professional Corporation served
as outside counsel to UTStarcom.  Yellowstone Capital advised and
coordinated among BEIID, Shah Capital and Ram Max in connection
with the transaction.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.

The Company's balance sheet at June 30, 2010, showed
$813.29 million in total assets, $576.25 million in total
liabilities, and stockholders' equity of $237.03 million.

                           *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VALEANT PHARMACEUTICALS: Moody's Assigns 'Ba3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of
Ba3 to Valeant Pharmaceuticals International, one of the main
subsidiaries of Valeant Pharmaceuticals International, Inc.  New
Valeant is the entity being formed through the merger of Valeant
and Biovail Corporation.  Moody's also assigned a Ba1 rating to
Valeant's new senior secured credit facilities, a B1 rating to
Valeant's proposed senior unsecured notes, and a SGL-1 Speculative
Grade Liquidity Rating.  The assigned instrument ratings remain
subject to review of final documentation.  The rating outlook is
positive.

Assuming the merger and the financing close as currently planned,
Moody's will withdraw the ratings of the existing Valeant entity
including the B1 Corporate Family Rating and the Ba3 rating on Old
Valeant's senior unsecured notes following the repayment of these
obligations.

Ratings assigned to Valeant Pharmaceuticals International:

* Ba3 Corporate Family Rating

* Ba3 Probability of Default Rating

* Ba1 (LGD2, 23%) senior secured Term Loan A of $750 million

* Ba1 (LGD2, 23%) senior secured Term Loan B of $725 million

* Ba1 (LGD2, 23%) senior secured Delayed Draw Term Loan of
  $150 million

* Ba1 (LGD2, 23%) senior secured revolving credit facility of
  $250 million

* B1 (LDG5, 72%) senior unsecured notes of $1 billion

Ratings of Valeant Pharmaceuticals International to be withdrawn
at the close of the transaction

* B1 Corporate Family Rating
* Ba3 Probability of Default Rating
* SGL-2 Speculative Grade Liquidity Rating
* Ba3 (LGD4, 57%) senior unsecured notes due 2016
* Ba3 (LGD4, 57%) senior unsecured notes due 2020

                        Ratings Rationale

Valeant's Ba3 Corporate Family Rating reflects the combined
entity's solid size and scale, good product and geographic
diversity, and lack of major patent cliffs relative to other
specialty pharmaceutical companies.  The ratings are somewhat
constrained by integration risks associated with the merger, mixed
product utilization trends, and the likelihood of future
acquisitions.  In addition, leverage is moderately high, estimated
at 3.9x pro forma before considering synergies.  Valeant recently
announced a target of attaining $300 million of cost synergies by
2012.  As synergies emerge over the near term, Moody's anticipates
improvement in the company's leverage profile.

The positive rating outlook considers the possibility of a rating
upgrade based on potential improvement in credit metrics following
the merger.  The ratings could be upgraded through a combination
of: (1) delivering organic growth rate in excess of 10%; (2)
making significant progress in realizing post-merger cost
synergies; (3) FDA approval and successful uptake of the pending
epilepsy treatment ezogabine; and (4) reducing leverage to
approximately 3.0x, using Moody's adjustments.  Conversely,
downward rating pressure could result from a sustained decline in
CFO/Debt below 20% or an increase in Debt/EBITDA above 4.0x.  Such
a scenario appears unlikely in the ordinary course of business but
could result from a significant debt-financed acquisition.

Headquartered in Aliso Viejo, California, Valeant Pharmaceuticals
International is a global specialty pharmaceutical company.
Valeant reported approximately $488 million of total revenues
during the first six months of 2010.

Headquartered in Mississauga, Ontario, Biovail Corporation is
specialty pharmaceutical company engaged in formulation,
manufacturing and commercialization of pharmaceutical products.
For the first six months of 2010 Biovail reported total revenues
of approximately $458 million.


VICTOR VALLEY: Enters Chapter 11 to Sell to Prime Healthcare
------------------------------------------------------------
Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537).

Dow Jones' DBR Small Cap reports that Victor Valley has a
$25 million deal to sell itself to Prime Healthcare Services
Foundation Inc., subject to higher bids at auction.

According to Dow Jones, Victor Valley has $3.2 million financing
Prime to provide funding for its Chapter 11 case until closing of
the sale to Prime or a rival bidder.  "Funds are urgently needed
to meet debtor's immediate and considerable working capital and
other liquidity needs, and to complete the proposed sale," Victor
Valley said in court papers.

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a health care facility.  It has a rural nonprofit
hospital operator in Southern California.  The Debtor estimated
assets and debts of $10 million to $50 million in its Chapter 11
petition.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Victor Valley blamed financial problems on the cost of
providing uncompensated indigent care.  the hospital said it has
been generating about $100,000 a day in revenue, with 65 beds
filled on a normal day.  The hospital needs $150,000 to $200,000 a
day in revenue to cover operating costs, according to a court
filing.

Debt includes $4.5 million owed to the bank lender.  Unsecured
creditors are owed $16.5 million.

The Sun reports that Victor Valley filed for Chapter 11 bankruptcy
protection because it owed about $3 million to the state of
California.


VISANT HOLDING: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings of Visant Holding Corp. to B2 from
B1.  In addition, Moody's assigned a Ba3 rating to the proposed
$175 million revolving credit facility and $1,250 million senior
secured term loan.  In addition, Moody's assigned a Caa1 rating to
the proposed $750 million senior unsecured notes.  The rating
outlook is stable.

Proceeds will be used to retire Visant Holding Corp.'s
$247 million senior discount notes due 2013, $350 million senior
notes due 2013 and Visant Corporation's $500 million senior
subordinated notes due 2012.  Remaining proceeds will be used to
pay a special dividend of about $515 million to shareholders and
related transaction fees.

These ratings were downgraded:

Visant Holding Corp.

* Corporate family rating to B2 from B1
* Probability of default rating to B2 from B1

Ratings assigned:

Visant Corporation:

* $1,250 million proposed senior secured term loan at Ba3 (LGD3,
  31%);

* $175 million proposed revolving credit facility at Ba3 (LGD3,
  31%);

* $750 million proposed senior unsecured notes due 2017 at Caa1
  (LGD5, 85%);

These ratings will be withdrawn upon the closing of the
transaction and subject to final review of terms:

Visant Holding Corp:

* Senior Discount Notes, B3, LGD 5, 84%;
* Senior Unsecured Bonds, B3, LGD 5, 84%;

Visant Corporation:

* Senior Subordinated Regular Bond/Debenture, B1, LGD3, 45%;
* Senior Secured Bank Credit Facilities, Ba1, LGD2, 10%.

                        Ratings Rationale

The downgrade of Visant's CFR reflects the re-leveraging to pay a
special dividend resulting in a pro forma adjusted debt to EBITDA
of approximately 6.5 times for fiscal year 2010.

Visant's B2 corporate family and probability of default ratings
reflect the company's new projected leverage level, which is
acceptable for the B2 rating category, cash flow to debt metrics
that are expected to remain solid for a B2 rating category, strong
operating margins and management's past track record with respect
to deleveraging.  These positive factors are offset by; an
aggressive financial policy of re-leveraging the capital structure
for special dividends, modest revenue growth opportunities for two
of the three core business segments and significant customer
concentration in the Marketing and Publishing segment.

The stable outlook reflects Visant's strong market presence,
stable operating performance and ability to generate positive free
cash flow.

In-light of the company's increased leverage, a rating upgrade is
unlikely over the near-term.

A downgrade is not likely in the near-term.  However, if the
company is unable to achieve expected deleveraging, maintain
positive free cash flow and sustainable margins, the outlook or
rating could be negatively impacted.

Moody's last rating action was on March 2, 2010, when Moody's
affirmed Visant's B1 CFR and changed the outlook to stable from
positive.

Visant Holding Corp., a leading marketing and publishing services
enterprise, services school affinity, direct marketing, fragrance
and cosmetics sampling and educational publishing markets.  The
company has 3 segments: Scholastic (mostly class rings and other
graduation products), Memory Book (mostly school yearbooks) and
Marketing and Publishing Services (mostly magazine inserts and
other innovative direct marketing products).  The company
maintains headquarters in Armonk, New York.  The company reported
net sales of approximately $1.3 billion for the last twelve months
ended July 3, 2010.


VYTERIS INC: Reports Proposed Merger with Medisync
--------------------------------------------------
Haro Hartounian, chief executive officer of Vyteris Inc.,
presented at the Rodman & Renshaw Annual Global Investment
Conference at the New York Palace Hotel in New York City,
reporting a proposed merger with Medisync due to close by Nov. 15,
2010, subject to the Company shareholder approval

A full-text copy of the Presentation is available for free
at http://ResearchArchives.com/t/s?6b2b

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.


WASTEQUIP INC: S&P Downgrades Corporate Credit Rating to 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Charlotte, N.C.-based waste equipment
company Wastequip Inc. to 'SD' (selective default) from 'CCC+'.
The issue-level ratings on its senior secured debt remain at
'CCC+' with a recovery rating of '3', indicating S&P's
expectations of a meaningful (50%-70%) recovery in a default
scenario.

"The rating actions reflect that Wastequip has exercised the "PIK
Toggle" feature (added through amendment in 2009) on its mezzanine
loan, contrary to the original obligation," said Standard & Poor's
credit analyst Helena Song.


WAVE SYSTEMS: Shareholders Elect Five Individuals as Directors
--------------------------------------------------------------
Wave Systems Corp. elected five directors to hold office until the
next Annual Meeting and until their successors are duly elected
and qualified.

The re-elected directors are:

* John E. Bagalay, Jr.
* Nolan Bushnell
* George Gilder
* John E. McConnaughy, Jr.
* Steven Sprague

The Company ratified the appointment of KPMG LLP as its
independent registered public accounting firm.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WEBB SOWDEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Webb McCann Sowden
        4515 Edmondson Avenue
        Dallas, TX 75205

Bankruptcy Case No.: 10-36441

Chapter 11 Petition Date: September 10, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Keith William Harvey, Esq.
                  ANDERSON TOBIN PLLC
                  13355 Noel Rd., Suite. 1900
                  Dallas, TX 75240
                  Tel: (972) 789-1160
                  Fax: (214) 241-3970
                  E-mail: harvey@keithharveylaw.com

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

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

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


WEST POINT HEALTH: Trustee Selling Real Estate on Sept. 28
----------------------------------------------------------
Robert H. Slone, the Chapter 7 Trustee overseeing the liquidation
of West Point Health Corporation, intends to sell all of the
Debtor's real property located at 129 Simpson Road, Units H and I,
in Brownsville, Pa. (Parcel Nos. 30-04-0202-01-H0-0 and 30-04-
0202-01-I0-0), at an in-court auction and sale hearing at 1:30
p.m. on Sept. 28, 2010, in Pittsburgh, Pa., before the Honorable
M. Bruce McCullough.

Any responses or objection to the sale must delivered by Sept. 21,
2010, to the Bankruptcy Court and:

         Robert H. Slone, Esq.
         223 South Maple Avenue
         Greensburg, PA 15601
         Telephone: (724) 834-2990
         E-mail: rslone@pulsenet.com

              - and -

         Robert S. Bernstein, Esq.
         Gulf Tower, Suite 2200
         Pittsburgh, PA 15219
         E-mail: rbernstein@bernsteinlaw.com

              - and -

         Lawrence C. Bolla, Esq.
         Nicholas R. Pagliari, Esq.
         Quinn Law Firm
         2222 West Grandview Boulevard
         Erie, PA 16506
         E-mail: lbolla@quinnfirm.com
                 npagliari@quinnfirm.com

              - and -

         Robert O. Lampl, Esq.
         Elsie Lampl, Esq.
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         E-mail: rlampl@lampllaw.com
                 elampl@lampllaw.com

              - and -

         Michael A. Shiner, Esq.
         Tucker Arensberg PC
         One PPG Place, Suite 1500
         Pittsburgh, PA
         E-mail: mshiner@tuckerlaw.com

West Point Health Corporation filed a Chapter 7 petition (Bankr.
W.D. Pa. Case No. 10-22146) on March 29, 2010.  Robert H. Slone,
Esq., serves as the Chapter 7 Trustee; is represented by Mahady &
Mahady in Greensburg, Pa.; and projects that he'll make a
distribution to unsecured creditors.  The Debtor was owned by
Brownsville Health Services Corporation, inaccurately identified
as Brownsville Health Solutions, Inc., dba Brownsville Tri-County
Hospital, which sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 09-20998) on Feb. 18, 2009.  Mr. Slone sold Brownsville's
equity interest in West Point Health in Feb. 2010.


W.L. DUNN: Auctions Surplus Construction Equipment & Vehicles
-------------------------------------------------------------
W.L. Dunn Construction Company has hired an auctioneer to conduct
a public action surplus construction equipment and vehicles that
aren't necessary in the Debtor's ongoing operations located in
Cochranton, Pa.  The on-line auctioneer is:

         Branford Auctioneers, LLC
         896 Main Street
         Branford, CT 06405
         Telephone: 203-483-2217
         http://www.thebranfordgroup.com/

The on-line auction sale started yesterday, on Wed., Sept. 15,
2010, and will continue through 1:00 p.m. this afternoon, Thurs.,
Sept. 16, 2010.  Notice of the auction was published in the Erie
Times-News and The Meadville Tribune on Tues., Sept. 14, 2010.


W.L. Dunn Construction Company, located in Cochranton, Pa., sought
Chapter 11 protection (Bankr. W.D. Pa. Case No. 10-11599) on
Sept. 3, 2010, and is represented by Guy C. Fustine, Esq., at Knox
McLaughlin Gornall & Sennett, P.C., in Erie, Pa.  At the time of
the filing, the Debtor estimated its assets and debts at less than
$10 million.


WORLD MARKET CENTER: Defaults on Mortgages for Two Buildings
------------------------------------------------------------
Tom O'Reiley, writing for Las Vegas Business Press, an affiliate
of the Las Vegas Review-Journal, reports that the World Market
Center has defaulted on the mortgages covering two of its three
massive towers.

Business Press says World Market Center a year ago informed the
servicing agents for the two loans, totaling $564.7 million, that
its declining cash flow would force it to skip payments within
months.  The default occurred in April, although it was only
recently disclosed by outside companies that track commercial loan
defaults.

Business Press relates that in a July newsletter, credit rating
agency Moody's Investors Service listed the two buildings, A and
B, as being in foreclosure proceedings.  But in a report last
month, research service Realpoint said that lenders had extended a
forbearance agreement, through which they voluntarily held off on
any repossession actions, through Aug. 31.

According to Business Press, in a statement Tuesday, World Market
Center management denied foreclosure proceedings were under way.
"Certain parties have been misrepresenting this fact for months
despite our notice to them," the statement said.

According to Business Press, a Realpoint report said that several
debt-restructuring proposals had been traded between World Market
Center, controlled by developer Jack Kashani and the New York-
based Related Cos., and the agent representing the lenders but no
deals had been reached.

Business Press recounts that in February, World Market Center told
lenders that tenant delinquencies and rent concessions had made it
impossible to continue covering debt service.  In an August
interview, World Market Center CEO Robert Maricich said management
had been "aggressive" in discounting lease renewals on Building A
as "reflect(ing) the difficulty in the economy."

According to the report, Realpoint has calculated that Building A
is worth only $186.6 million compared with a loan balance of
$213.8 million. Including other costs, Realpoint projected a
potential loss of $32.9 million.  With Building B, Realpoint
estimated a possible loss of $106.9 million on a $345 million
mortgage.

The report says the lenders are represented by Centerline Capital
Group, a company that tries to restructure loans that have soured.
In November and January, according to Realpoint and Fitch, World
Market Center submitted two proposals that were rejected by the
lenders.  The lenders then sent World Market Center their own
offer, which is still under review.


WYNN LAS: Moody's Assigns 'Ba3' Rating on $1.3 Bil. Mortgage Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Wynn Las Vegas,
LLC's $1.3 billion 7.75% first mortgage notes due August 2020.
Wynn Las Vegas, LLC, is a wholly-owned subsidiary of Wynn Resorts,
Limited.  All other ratings are affirmed.  Wynn Resorts, Limited
has a Ba3 Corporate Family Rating, Ba3 Probability of Default
Rating, and a positive rating outlook.

Ratings assigned:

Wynn Las Vegas, LLC

* $1.3 billion 7.75% first mortgage notes due August 2020 at Ba3
  (LGD 4, 50%)

Ratings affirmed:

Wynn Resorts, Limited

* Corporate Family Rating at Ba3
* Probability of Default Rating at Ba3

                        Ratings Rationale

The proceeds of the 7.75% first mortgage notes due August 2020
were used to redeem Wynn Las Vegas, LLC's $1.3 billion 6.625%
first mortgage notes due December 2014.

Wynn Resorts, Limited's Ba3 Corporate Family Rating reflects
Moody's favorable view of the consolidated entity's overall growth
prospects, the company's moderately high leverage, very good
liquidity, and the quality, popularity, and favorable reputation
of Wynn's casino properties -- a factor that continues to
distinguish the company from most other gaming operators.  It also
reflects the strong performance of the company's Macau operations,
and Moody's expectations that such performance will continue.

The Ba3 rating on Wynn Las Vegas LLC's 7.75% first mortgage notes
is the same as Wynn Resorts, Limited's Ba3 Corporate Family
Rating.  This reflects the fact that first lien senior secured
debt accounts for almost all of the consolidated entity's debt.

Key rating concerns include the challenging operating environment
and supply growth in Las Vegas that will continue to pressure
Wynn's earnings.  And although the strength of Wynn's Macau
operations supports its rating, Moody's does have some concern
over the company's significant exposure to Macau, as well as
China's regulatory environment.  Although gaming has taken place
in Macau for a number of decades and the government has reaffirmed
its support for the healthy development of the sector, its post-
liberalization history remains short, with no stable track record
in the existing regulatory environment.  Also factored into the
rating is Moody's expectation that Wynn will continue to pursue
the development of high risk/high reward large-scale integrated
casino and entertainment resorts.

The positive rating outlook considers Moody's favorable view of
Wynn's earnings prospects in Macau.  Macau currently accounts for
about 65% of Wynn's consolidated revenue and about 75% of
consolidated property-level EBITDA.  The region has performed
exceptionally well and Moody's anticipates that this trend will
continue providing the company with the ability to absorb the
earnings pressure at Wynn Las Vegas.  At the same time, Macau's
strong performance affords Wynn the opportunity to reduce and
sustain consolidated debt/EBITDA (without giving consideration to
cash balances) at or below 4 times, a level Moody's believes could
support a higher rating.

Wynn owns and operates casino hotel resort properties in Las
Vegas, Nevada and Macau, China.  The company currently generates
about $3.2 billion in annual net revenue.


* Connecticut Man Admits Guilt in $100 Million Ponzi Scheme
-----------------------------------------------------------
Prosecutors said that a Connecticut man pleaded guilty on
September 13, 2010, to three counts of wire fraud related to a
$100 million Ponzi scheme that defrauded about 350 people of more
than $30 million over a dozen years, Dow Jones' DBR small caps
reports.


* Student Loan Default Rate Increases Amid Troubling Economy
------------------------------------------------------------
According to a recent report released by the U.S. Secretary of
Education, student loan default rates are up a staggering 7
percent, up from the 2007 default rate of 6.7 percent.  The
default rates for student borrowers are considerably higher for
those who attended public schools than those who attended private
ones. Due to a lackluster economic turnaround and high
unemployment, it's no surprise that student borrowers are
struggling to make loan payments.

To find solutions for managing the cost of a higher education,
consider the following advice from the financial experts at Money
Management International (MMI):

Look for scholarships. Scholarships are the best way to pay for
school; it's free money that doesn't require repayment. There are
several online sources to help students find great scholarships,
such as FastWeb, FinAid, and the Financial Aid Resource Center.

Apply for federal grants.  Obtaining a grant is another way to pay
for college with free money.  To secure federal grants fill out
the Free Application for Federal Student Aid (FAFSA).  Also, check
out the Academic Competitiveness Grant or the National Science and
Mathematics Access to Retain Talent or SMART grant.

Choose the right school.  Sometimes affording tuition is as easy
as choosing a school that fits your family's budget.  It is
cheaper to go to school in-state vs. out-of-state.  Also consider
a public funded school over a private school.  Students can find a
college cost comparison tool and apply for financial aid at
http://www.CollegeBoard.com/

Finally, consider an alternative program.  "There are other
programs that are just as rewarding, but cost significantly less
than a university program," said Cate Williams, vice president of
financial literacy for MMI.  "For example, instead of a four year
nursing degree that could cost up to $40,000, consider a
certification program in respiratory therapy at a community
college for only $27,300."

              About Money Management International

Money Management International (MMI) is a nonprofit, full-service
credit-counseling agency, providing confidential financial
guidance, financial education, counseling and debt management
assistance to consumers since 1958.  MMI helps consumers trim
their expenses, develop a spending plan and repay debts.
Counseling is available by appointment in branch offices and 24/7
by telephone and Internet.  Services are available in English or
Spanish. To learn more, call 800.432.7310 or visit
http://ww.MoneyManagement.org/


* Directors of Failed Banks Remain in High Demand
-------------------------------------------------
Susanne Craig and Peter Lattman at New York Times News Service
reported that directors of the companies at the center of the
financial crisis -- American International Group Inc., Bear
Stearns and Lehman Brothers itself -- still play an active role in
the governance of corporate America.

According to the NYT report, Marshall Cohen, who stepped down as
director of AIG just months before the insurer's near collapse in
2008, has joined the board of Gleacher & Co., a New York
investment bank.  Henry S. Bienen, who served as a director of
Bear Stearns from 2004 until its rescue by the U.S. government and
JPMorgan Chase in March 2008, has also joined the board of
Gleacher.

The NYT report adds that many directors of failed financial firms
have kept the other director posts they had before the financial
crisis.  Marsha Evans, a former Lehman director, continues to
serve as a director of Weight Watchers, Huntsman, Office Depot,
positions that earned her about $500,000 in compensation in 2009.

According to the NYT report, while in some cases investors are
suing members of the boards of the failed companies, shareholder
advocates have for the most part focused their energies on other
issues.  Public outrage over the financial crisis has been mainly
focused on the executives in charge of firms like Bear and Lehman.

"The CEOs get most of the attention because there's so little
expectation that the board should have done something," John
Gillespie, a longtime Wall Street investment banker and the co-
author of "Money for Nothing" (Free Press), a recent book on
corporate boards, said.  "In our corporate system the directors
are supposed to be in charge, not the CEO, yet they rarely get any
of the blame because they're typically dominated by the CEO."


* Weil's Harvey Miller Among Law360's Most Admired Attorneys
------------------------------------------------------------
Weil Gotshal & Manges LLP's Harvey R. Miller has helped create a
legal philosophy over the last half-century that has enabled
businesses to use bankruptcy as a tool to survive, earning him
wide recognition as the dean of restructuring and a place among
Law360's 10 Most Admired Bankruptcy Attorneys.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Anna Karina Herzog
        aka  Anna K Herzog
        aka Anna Herzog
   Bankr. C.D. Calif. Case No. 10-45565
     Chapter 11 Petition filed August 24, 2010
         filed pro se

In Re Gonzalo Cardenas
      Maria A Cardenas
   Bankr. C.D. Calif. Case No. 10-14365
     Chapter 11 Petition filed August 24, 2010
         filed pro se

In Re Marilyn I. Epperson
        dba Powerhouse Gym & Fitness Center
        dba Powerhouse Gym & Sports Complex
   Bankr. C.D. Calif. Case No. 10-45595
     Chapter 11 Petition filed August 24, 2010
         filed pro se

In Re Power Tax Relief LLC
   Bankr. C.D. Calif. No. 10-45622
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/cacb10-45622.pdf

In Re Pablo Vieri Mendoza
        dba Cyprex Construction Landscapes
      Alexandra Mendoza
        dba Cyprex Realty
   Bankr. N.D. Calif. Case No. 10-58756
     Chapter 11 Petition filed August 24, 2010
         filed pro se

In Re VOT, LLC
        dba VOT Arthroscopic Solutions
   Bankr. N.D. Ind. No. 10-34070
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/innb10-34070p.pdf
         See http://bankrupt.com/misc/innb10-34070c.pdf

In Re Millennium Day Care, Inc.
   Bankr. D. Mass. No. 10-19124
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/mab10-19124.pdf

In Re Jen-Tech Corp.
        fdba Southtech Co.
        dba Jenlay Products Co.
   Bankr. E.D. Mich. No. 10-66488
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/mieb10-66488p.pdf
         See http://bankrupt.com/misc/mieb10-66488c.pdf

In Re Ziad H. Alsaoudi
   Bankr. W.D. Mo. No. 10-44521
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/mowb10-44521.pdf

In Re 3 Fern Crossing LLC
   Bankr. D. N.H. No. 10-13618
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/nhb10-13618.pdf

In Re CBC Capital Ventures LLC
   Bankr. E.D.N.Y. Case No. 10-76648
     Chapter 11 Petition filed August 24, 2010
         filed pro se

In Re Riverview, Inc.
   Bankr. M.D. Tenn. No. 10-08943
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/tnmb10-08943.pdf

In Re CGE Solutions Inc.
   Bankr. E.D. Va. No. 10-17120
      Chapter 11 Petition filed August 24, 2010
         See http://bankrupt.com/misc/vaeb10-17120.pdf

In Re R.L. Dossey & Co., Inc.
   Bankr. D. Ariz. No. 10-27071
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/azb10-27071.pdf

In Re Basi Enterprises, Inc.
        dba Ramada Inn
   Bankr. N.D. Ga. No. 10-84536
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/ganb10-84536p.pdf
         See http://bankrupt.com/misc/ganb10-84536c.pdf

In Re Charles Franklin Sutton
        dba Shady Creek Mgt. Co.
        dba Papa's Pizza To Go
      Sharon P. Sutton
        aka Sharon D. Sutton
   Bankr. S.D. Ga. No. 10-30447
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/gasb10-30447.pdf

In Re Gerri Lane Corporation
   Bankr. N.D. Ill. No. 10-38102
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/ilnb10-38102p.pdf
         See http://bankrupt.com/misc/ilnb10-38102c.pdf

In Re Chad Jeffrey Turner
      Kendra Denean Turner
   Bankr. D. Kan. No. 10-22920
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/ksb10-22920.pdf

In Re Cape Shores Developers Inc.
   Bankr. D. Mass. No. 10-19198
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/mab10-19198.pdf

In Re Annie's Resturant, LLC
        dba Annie's Restaurant, LLC
   Bankr. N.D. Miss. No. 10-14133
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/msnb10-14133.pdf

In Re Michael D. Harris
   Bankr. D. Nev. No. 10-26078
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/nvb10-26078.pdf

In Re Daniel Vaden
        aka Daniel Lee Vaden
   Bankr. W.D. Tenn. No. 10-12846
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/tnwb10-12846.pdf

In Re Thomas Jackson Morgan, Jr.
   Bankr. E.D. Va. No. 10-74017
      Chapter 11 Petition filed August 25, 2010
         See http://bankrupt.com/misc/vaeb10-74017.pdf

In Re Venice Mattress Co, Inc.
   Bankr. M.D. Fla. No. 10-21566
      Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/flmb10-21566.pdf

In Re HBCU Properties, LLC.
   Bankr. N.D. Ga. No. 10-86473
      Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/ganb10-86473.pdf

In Re J&A Group, Inc.
   Bankr. N.D. Ga. No. 10-86421
    Chapter 11 Petition filed September 6, 2010

In Re H&HM Incorporated
        dba Champs Auto Service
   Bankr. E.D. Mich. No. 10-67908
    Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/mieb10-67908.pdf

In Re Faith Baptist Church
   Bankr. D. S.C. No. 10-06457
    Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/scb10-06457.pdf

In Re Valley Dale Crossing, Ltd.
   Bankr. N.D. Texas No. 10-36294
    Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/txnb10-36294.pdf

In Re Miam Enterprise, Ltd.
   Bankr. W.D. Texas No. 10-53501
    Chapter 11 Petition filed September 6, 2010
         See http://bankrupt.com/misc/txwb10-53501.pdf

In Re Black Star, LLC
   Bankr. D. Ariz. No. 10-28447
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/azb10-28447.pdf

In Re Rosie Stewart
      Bernard Val Stewart
   Bankr. D. Ariz. Case No. 10-28503
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Dunbar Richmond Inc.
        dba Home Rescue Project
   Bankr. C.D. Calif. Case No. 10-38724
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Advanced Packaging and Distribution Specialist, Inc.
   Bankr. E.D. Calif. No. 10-43901
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/caeb10-43901.pdf

In Re Robert James Wagner
   Bankr. E.D. Calif. No. 10-43776
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/caeb10-43776.pdf

In Re William Francis Brown, Jr.
   Bankr. D. Colo. Case No. 10-32722
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Cabaret, Inc.
   Bankr. M.D. Fla. No. 10-07824
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/flmb10-07824p.pdf
         See http://bankrupt.com/misc/flmb10-07824c.pdf

In Re Carousel Commons, LLC
   Bankr. N.D. Ga. No. 10-24039
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ganb10-24039.pdf

In Re Eldridge Suggs, IV
   Bankr. N.D. Ga. Case No. 10-86618
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Tal Mar Holdings, LLC
        aka Talmar Holdings, LLC
   Bankr. N.D. Ga. No. 10-86527
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ganb10-86527.pdf

In Re Unique Home Inspection, Inc.
   Bankr. N.D. Ga. Case No. 10-86615
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Des Moines Card Rooms LLC
        aka Hooters of South Park
   Bankr. N.D. Ill. No. 10-40099
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ilnb10-40099.pdf

In Re Frank K. Bak
       dba Frank Bak Decorating
      Erika Lisa Bak
   Bankr. N.D. Ill. No. 10-40085
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ilnb10-40085.pdf

In Re Rascals Tacoma LLC
        aka Hooters Tacoma
   Bankr. N.D. Ill. No. 10-40093
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ilnb10-40093.pdf

In Re Cape Cod Mechanical Systems, Inc.
   Bankr. D. Mass. No. 10-19742
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/mab10-19742.pdf

In Re Prompt Med, P.A.
        fka Medserve, PA
        dba Prompt Med Urgent Care Centers
        dba Prompt Med Urgent Care - Six Forks
        dba Prompt Med Urgent Care - Southpointe
        dba Prompt Med Urgent Care - Battleground
        fka PromptMed, P.A.
   Bankr. M.D. N.C. No. 10-11680
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/ncmb10-11680.pdf

In Re Germane Tool Corporation
   Bankr. E.D. Pa. No. 10-22662
      Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/paeb10-22662.pdf

In Re Envious Tans, Inc.
   Bankr. W.D. Pa. No. 10-26368
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/pawb10-26368.pdf

In Re DMA Kingwood Executive, L.P.
   Bankr. S.D. Texas No. 10-37946
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/txsb10-37946.pdf

In Re Eric B. Turnage
      Amber J. Turnage
   Bankr. S.D. Texas No. 10-37972
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/txsb10-37972.pdf

In Re PDQ Austin Overlook, Inc.
   Bankr. W.D. Texas No. 10-12570
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/txwb10-12570.pdf

In Re Pinnacle Adult Care Inc.
   Bankr. S.D. Texas No. 10-37982
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/txsb10-37982.pdf

In Re Real Prous, LLC
   Bankr. S.D. Texas Case No. 10-38012
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Robert Johnson
   Bankr. W.D. Texas No. 10-12567
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/txwb10-12567.pdf

In Re United Harwin Group L.P.
   Bankr. S.D. Texas Case No. 10-38009
     Chapter 11 Petition filed September 7, 2010
         filed pro se

In Re Roderick Von Flowers
        aka  Roderick Von Scheron Flowers
        aka Rick Flowers
        dba R Place on Park
        dba Rick Flowers Electric
   Bankr. W.D. Wis. No. 10-16725
    Chapter 11 Petition filed September 7, 2010
         See http://bankrupt.com/misc/wiwb10-16725.pdf

In Re Michael A. Bentz, DDS, P.C.
   Bankr. D. Colo. No. 10-32910
      Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/cob10-32910p.pdf
         See http://bankrupt.com/misc/cob10-32910c.pdf

In Re Everglades Peat and Soil, Inc.
   Bankr. M.D. Fla. No. 10-21691
      Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/flmb10-21691.pdf

In Re Corkscrew Pointe, Inc.
   Bankr. N.D. Ill. No. 10-74483
      Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/ilnb10-74483.pdf

In Re Global Travel Management, LLC
      Catheline Jessiea Henderson
   Bankr. D. Md. Case No. 10-30673
     Chapter 11 Petition filed September 8, 2010
         filed pro se

In Re Maria M. Perez
   Bankr. D. Mass. No. 10-19780
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/mab10-19780.pdf

In Re Republic Incorporated
   Bankr. W.D. Mo. No. 10-62210
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/mowb10-62210.pdf

In Re C.H.A.J.P. Inc.
        t/a Greenwood Inn
   Bankr. D. N.J. No. 10-37733
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/njb10-37733.pdf

In Re Penzach, LLC
   Bankr. D. N.J. No. 10-37815
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/njb10-37815.pdf

In Re Robert Lineburg
   Bankr. D. N.J. No. 10-37807
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/njb10-37807.pdf

In Re All County Landscaping and Masonry, LLC
   Bankr. S.D.N.Y. No. 10-23877
      Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/nysb10-23877.pdf

In Re All County Landscaping and Masonry, LLC
   Bankr. S.D.N.Y. No. 10-23877
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/nysb10-23877.pdf

In Re Casa Barca Corp.
        dba Miro Seafood Bar & Grill
   Bankr. D. Puerto Rico No. 10-08285
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/prb10-08285.pdf

In Re Richard M. Hilton & Associates Inc.
   Bankr. M.D. Tenn. No. 10-09618
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/tnmb10-09618.pdf

In Re David Davis, Sr.
        dba Ideal Janitorial Systems
      Brenda S. Davis
   Bankr. E.D. Texas No. 10-43094
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/txeb10-43094.pdf

In Re Charter Transportation, L.L.C.
   Bankr. S.D. Texas No. 10-38052
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/txsb10-38052.pdf

In Re Adobe Ironworks, Ltd.
   Bankr. W.D. Texas No. 10-70266
    Chapter 11 Petition filed September 8, 2010
         See http://bankrupt.com/misc/txwb10-70266.pdf

In Re Paymonn Investment Corp.
   Bankr. C.D. Calif. Case No. 10-48350
     Chapter 11 Petition filed September 9, 2010
         filed pro se

In Re Todd Campbell
        aka Todd C Campbell
   Bankr. C.D. Calif. Case No. 10-21306
     Chapter 11 Petition filed September 9, 2010
         filed pro se

In Re Peter S. Nguyen
        dba Hardwood Floor Complete
        dba Peter Hardwood Floor
  Bankr. N.D. Calif. No. 10-33514
    Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/canb10-33514.pdf

In Re Corey Dean Maragh
        aka Corey D. Maragh
        dba C&R Trucking, Inc.
        aka Corey Maragh
        dba CR Trucking
      Rajistree Ramsammy
   Bankr. D. Md. No. 10-30815
    Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/mdb10-30815.pdf

In Re Lewis Capital Partners LLC
   Bankr. D. Nev. Case No. 10-27060
     Chapter 11 Petition filed September 9, 2010
         filed pro se

In Re Sunshine, Inc.
   Bankr. D. Nev. No. 10-27109
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/nvb10-27109.pdf

In Re Tiffanee Dalton
        fka Tiffanee D. Gennaro
        fka Tiffanee A. Dalton-Gennaro
        fka Tiffanee Dalton-Gennaro
   Bankr. D. Nev. No. 10-27135
     Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/nvb10-27135.pdf

In Re Trotters NY Restaurant Group, LLC
        dba Paniche
   Bankr. S.D.N.Y. No. 10-23880
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/nysb10-23880.pdf

In Re Linda M. Jones
   Bankr. D. Ore. Case No. 10-65478
     Chapter 11 Petition filed September 9, 2010
         filed pro se

In Re Self Service Inc.
        dba Trotters Tavern
   Bankr. S.D.N.Y. No. 10-23881
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/nysb10-23881.pdf

In Re Tillie Pierce House, LLC
        dba Tillie Pierce House Bed & Breakfast
   Bankr. M.D. Pa. No. 10-07357
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/pamb10-07357p.pdf
         See http://bankrupt.com/misc/pamb10-07357c.pdf

In Re AC Elite Cooling & Heating, LLC
   Bankr. N.D. Texas No. 10-36418
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/txnb10-36418.pdf

In Re Aquila & Priscilla Tentmakers, Inc.
   Bankr. W.D. Texas No. 10-61124
     Chapter 11 Petition filed September 9, 2010
         See http://bankrupt.com/misc/txwb10-61124.pdf

In Re Chelse Charlotte Wasserwald
   Bankr. C.D. Calif. No. 10-21389
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/cacb10-21389.pdf

In Re 03 Restaurant Lounge & Nightclub, LLC
        aka 03 Restaurant Lounge, LLC
        aka Vive'
        aka Vive Lounge
   Bankr. C.D. Calif. No. 10-48495
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/cacb10-48495.pdf

In Re Valerie Lopez
        dba Casa Bella Realty
        dba Geneva Financial Services
   Bankr. C.D. Calif. Case No. 10-22755
     Chapter 11 Petition filed September 10, 2010
         filed pro se

In Re Russian Hill Corners, LLC
   Bankr. N.D. Calif. Case No. 10-33542
     Chapter 11 Petition filed September 10, 2010
         filed pro se

In Re Frederick David Fair
  Bankr. M.D. Fla. No. 10-21906
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/flmb10-21906p.pdf
         See http://bankrupt.com/misc/flmb10-21906c.pdf

In Re Neptune Beach Surgery Center, LLC
  Bankr. M.D. Fla. No. 10-07948
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/flmb10-07948.pdf

In Re International Stone Source Inc.
   Bankr. N.D. Fla. No. 10-40883
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/flnb10-40883.pdf

In Re Lee Bryan Interior Design Inc.
   Bankr. N.D. Ga. No. 10-87131
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/ganb10-87131.pdf

In Re Artesian Fresh, Inc.
   Bankr. D. Minn. No. 10-36641
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/mnb10-36641.pdf

In Re Elwin O. Weekes
   Bankr. E.D.N.Y. Case No. 10-48586
     Chapter 11 Petition filed September 10, 2010
         filed pro se

In Re CCH Ventures of CNY LTD
   Bankr. N.D. N.Y. No. 10-32444
    Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/nynb10-32444.pdf

In Re Deborah J. Morrow
        dba Los Angeles Notaries LLC
        dba Calabasas Notaries LLC
   Bankr. M.D. Pa. Case No. 10-07391
     Chapter 11 Petition filed September 10, 2010
         filed pro se

In Re Louis V. Connor
   Bankr. W.D. Pa. No. 10-26484
     Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/pawb10-26484.pdf

In Re D.R. Parker Shoes, Inc.
        dba David Parker Shoes Of Hendersonville
   Bankr. M.D. Tenn. No. 10-09741
     Chapter 11 Petition filed September 10, 2010
         See http://bankrupt.com/misc/tnmb10-09741.pdf

In Re Roberta T. Most
   Bankr. D. Mass. No. 10-19890
    Chapter 11 Petition filed September 11, 2010
         See http://bankrupt.com/misc/mab10-19890.pdf

In Re Laboratorio Francisco Landron, Inc.
   Bankr. D. Puerto Rico No. 10-08399
     Chapter 11 Petition filed September 11, 2010
         See http://bankrupt.com/misc/prb10-08399.pdf

In Re Jeffrey Scott Wilson
        aka Scott Wilson
   Bankr. D. S.C. No. 10-06597
     Chapter 11 Petition filed September 11, 2010
         See http://bankrupt.com/misc/scb10-06597.pdf



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