TCR_Public/100923.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 23, 2010, Vol. 14, No. 264

                            Headlines

2500 HALLANDALE: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Aurelius Objects to Canadian Advice Motion
ABITIBIBOWATER INC: Court Approves Stipulation With USW, et al.
ABITIBIBOWATER INC: Enters Into Pension Deal with Quebec
ACCREDITED HOME: Noteholders Enter Mediation with Lone Star

ADELPHIA COMMS: Trust Settles Claims Against Prepetition Lenders
AGE REFINING: Sale of Furniture and Scrap Equipment Approved
AIRESURF NETWORKS: Files Bankruptcy Proposal in Ontario
ALLIANCE LAUNDRY: Moody's Assigns 'B1' Rating on $345 Mil. Loan
ALLIANCE LAUNDRY: S&P Raises Corporate Credit Rating to 'B'

ALLEN BRUNO: Case Summary & 11 Largest Unsecured Creditors
ALLY FINANCIAL: GMAC Halts Foreclosures in 23 States for Review
ALMATIS B.V.: Court Confirms Chapter 11 Plan of Reorganization
AMERICAN PACIFIC: Case Summary & 20 Largest Unsecured Creditors
ANDERSEN HOERAM: Voluntary Chapter 11 Case Summary

APEX DIGITAL: Sale of TV Business to Kith Approved
ATLAS PIPELINE: S&P Raises Corporate Credit Rating to 'B'
AUTOTRADER.COM INC: vAuto Acquisition Won't Affect Moody's Rating
AZCO, LLC: Case Summary & 21 Largest Unsecured Creditors
B-VV1 LLC: To Adopt New Operating Agreement Under Plan

BABCOCK QUARTER: Trustee Orders Immediate Sale of Horses
BALL FOUR: Case Summary & 11 Largest Unsecured Creditors
BASHAR ISSA: Chapter 15 Case Summary
BAYOU GROUP: Judge Reverses 'Overbroad' Ruling on Fund Transfers
BERNARD MADOFF: Victim Fights to Revive Claim Cut From Appeal

BOSTON GENERATING: Objection to Use Cash Collateral Rejected
BRIGHAM EXPLORATION: Reaches Purchase Deal with Credit Suisse
BROWN'S CHICKEN: Court Authorized Sale Bidding Procedures
BRUGNARA PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
BRUNDAGE-BONE: wins OK for Patrick C. Giefer as Financial Advisor

BUFFETS HOLDINGS: 3rd Cir. Dismisses Utilities' Appeal as Moot
CAPMARK FIN'L: Committee Plea to Sue Facing Objections
CAPMARK FIN'L: Dewey & LeBoeuf Wins Nod for $8.63 Mil. in Fees
CAPMARK FIN'L: Wins Nod for Morgan Lewis as Special Counsel
CASA VILLAGIO: Case Summary & 4 Largest Unsecured Creditors

CASTLE HORIZON: Extension of 45-Day Confirmation Deadline Denied
CENTRIX FINANCIAL: 10th Cir. Affirms Denial of Sutton Appeal
CENVEO CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
CFRI/GREENLAW: Taps Peitzman Weg to Handle Reorganization Case
CHARLES DUNCAN: Case Summary & 20 Largest Unsecured Creditors

CHARLES SADEN: Bankruptcy Lawyer Is Not "Disinterested"
CHOVNICK-EDWARDS LLC: Case Summary & 2 Largest Unsecured Creditors
CIMINO BROKERAGE: Plan of Reorganization Wins Court Approval
CMS ENERGY: Fitch Assigns 'BB+' Rating on $250 Mil. Senior Notes
COAST CRANE: Files Chapter 11 Petition in Seattle

COBALT COAL: Echo Merchant Extends Forbearance Until June 2011
COMPASS MINERALS: Moody's Upgrades Corp. Family Rating to 'Ba1'
CONSTRUCTION COMPONENTS: Case Summary & Creditors List
CONTINENTAL AIRLINES: S&P Keeps CreditWatch "Negative" on Merger
CORNERSTONE BANCSHARES: Earns $18,100 in June 30 Quarter

CRYOPORT INC: Panel Approves Two Stock Options to CEO Stambaugh
CRYPTOMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
DENNEY FARMS: Case Summary & 8 Largest Unsecured Creditors
DENNY HECKER: US Govt. Charges James Gustafson of Fraud
DHP HOLDINGS: Dispute with Home Depot Moved to N.D. Ga.

DHP HOLDINGS: Suit v. Home Depot Transferred to N.D. Ga.
DIAMOND CREEK: Calif. App. Ct. Affirms Ascent Builder Judgment
DREIER LLP: Trustee to Sell Artworks at Nov. 21 Auction
EASTERN EAGLE: Case Summary & 10 Largest Unsecured Creditors
EMAK WORLDWIDE: Submits First Chapter 11 Status Report

EMAK WORLDWIDE: Committee Taps Levene Neale as its Counsel
EMAK WORLDWIDE: Files Schedules of Assets and Liabilities
EMAK WORLDWIDE: Taps Irell & Manella as Reorganization Counsel
ENERGY FUTURE: Oncor Reports Early Results of Exchange Offer
ENERGYCONNECT GROUP: William McCormick Resigns as Chairman

FAMILY CONNECTIONS: Files for Chapter 11 Bankruptcy Protection
FORUM HEALTH: Eyes Completion of $120MM Assets Sale by October 1
GAMETECH INT'L: Gets Non-Compliance Notice from Nasdaq
GATEWAY CASINOS: S&P Withdraws 'D' Corporate Credit Rating
HARVEST OPERATIONS: S&P Assigns 'BB-' Rating on US$500 Mil. Debt

HERITAGE CONSOLIDATED: Seeking $4.6MM of DIP Financing
HINCKLEY SUPERMARKET: Case Summary & Creditors List
HRAF HOLDINGS: Files Plan of Reorganization & Disclosure Statement
HRAF HOLDINGS: Wants to Sell 3 Properties for $645,000
INDIAN HEAD: Case Summary & 7 Largest Unsecured Creditors

JAH NICHOLASVILLE ROAD #2: Voluntary Chapter 11 Case Summary
JAH NICHOLASVILLE ROAD #7: Voluntary Chapter 11 Case Summary
JDG INVESTMENTS: Taps Hendren & Malone as Bankruptcy Counsel
JDG INVESTMENTS: Bankruptcy Admin. Unable to Form Creditors' Panel
JOSEPH LAWLER: Case Summary & 8 Largest Unsecured Creditors

JT BAKER: S&P Assigns Initial Corporate Credit Rating at 'B+'
KAANAM LLC: Case Summary & 17 Largest Unsecured Creditors
KENT WIENTJES: Case Summary & 20 Largest Unsecured Creditors
KENTUCKIANA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
KEYLA BELL: Case Summary & 8 Largest Unsecured Creditors

KILEY RANCH: Files Schedules of Assets and Liabilities
KIRKLAND HUTCHESON: U.S. Trustee Wants Case Dismissed or Converted
KIRKLAND HUTCHESON: Plan Denied Confirmation; Amendment Needed
L-1 IDENTITY: Moody's Confirms Corporate Family Rating at 'B3'
LAND VENTURES: Ct. Rejects Amended Suit for Failure to Seek Leave

LEAR CORP: S&P Raises Corporate Credit Rating to 'BB-'
LEHMAN BROTHERS: UK Pensions Regulator Panel Grants Leave
LEVEL 3 COMMS: Consummates $175 Mil. Conv. Senior Notes Offering
LODGENET INTERACTIVE: To Offer $435-Mil. Senior Notes Due 2016
LWSSW LLC: Case Summary & 12 Largest Unsecured Creditors

MAJESTIC STAR: Targets December 16 Plan Confirmation
MCMORAN EXPLORATION: S&P Gives Negative Outlook, Affirms B Rating
MERUELO MADDUX: Gets Order to Retract September 9 Press Release
MESA AIR: Files Reorganization Plan; USAir to Get 10% of Stock
MESA OIL: Voluntary Chapter 11 Case Summary

MOHEGAN TRIBAL: Moody's Reviews 'B3' Corporate Family Rating
MOUNTAIN PROVINCE: Adopts New Shareholder Rights Plan
MOUNTAIN PROVINCE: Incurs C$481,200 Net Loss in June 30 Quarter
MOUNTAIN PROVINCE: Says Gahcho Kue Project is Economically Viable
NEXMED INC: Announces Name Change to Apricus Biosciences

OTC HOLDINGS: American Safety Must Pay $2.5M Over IP Suit
PARK AVENUE: U.S. Insurance Trustee Can't Sue in Tenn. Ct.
PATIENT SAFETY: Signs Building Lease with Olen Commercial
PHILADELPHIA NEWSPAPERS: Reporters Want to Observe Auction
PIETRONILLA FICO: Case Summary & 4 Largest Unsecured Creditors

PITCAIRN PROPERTIES: Blum Named New Chair to Resolve Dispute
POINT BLANK: Wins Oct. 12 Extension of Plan Proposal Period
POSTMEDIA NETWORK: Provides Update on Distribution of Shares
PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
RENACIMIENTO LLC: Case Summary & 20 Largest Unsecured Creditors

ROADHOUSE FINANCING: Moody's Puts B2 Corporate Family Rating
RHODE ISLAND: Files for Bankruptcy to Halt Foreclosure
ROCK & REPUBLIC: Bluestar Alliance to Invest More Than $60-Mil.
ROCK US: Gets Court's Interim Okay to Use Cash Collateral
ROCK US: Taps Bayard as Bankruptcy Counsel

SCHUTT SPORTS: Unsecured Creditors Object to Bankruptcy Loan
SEA ISLAND: Creditors Committee Wants Plan Outline Disapproved
SHAWN GUINN: Voluntary Chapter 11 Case Summary
SLEEP CENTERS: Files for Chapter 7 Liquidation
SPHERIS INC: Liquidating Plan Declared Effective

STATION CASINOS: Greenberg Traurig Seeks $348,893 in Fees
STATION CASINOS: GVRS Proposes Nov. 19 Bar Date Extension
STEPHEN YELVERTON: N.C. District Court Stays Suit vs. Farm
STONERIDGE INC: Moody's Assigns 'B3' Rating on $175 Mil. Notes
STRADELLA INVESTMENTS: Case Summary & Creditors List

SUNESIS PHARMA: Board of Directors Approves 2010 Bonus Program
SYMBIO SOLUTIONS: Tex. Ct. Confirms Amended Liquidation Plan
TAYLOR BEAN: Court Approves Key Settlement with FDIC
TERESA DIAZ: Case Summary & 20 Largest Unsecured Creditors
THEODORUS PETROPOULOS: Voluntary Chapter 11 Case Summary

THOMPSON PUBLISHING: Case Summary & 40 Largest Unsecured Creditors
TIB FINANCIAL: Announces Federal Reserve OK of NAFH Investment
TNS INC: Cequint Merger Deal Won't Affect Moody's 'Ba3' Rating
TOMMY COOKS: Case Summary & 14 Largest Unsecured Creditors
TREASURE ISLES: Sues Yum Over Co-Branding A&W and Long John Silver

TRIBUNE CO: Lenders File Competing Reorganization Plan
TRIBUNE CO: Aurelius Wants Chadbourne Dropped as Committee Adviser
TRIBUNE CO: Jones Day Hiring Approved Over U.S. Trustee Objections
TRIBUNE CO: Names Eric Meyrowitz General Manager of WPIX-TV
TRONOX INC: Equity Panel Proposes $185MM Backstop Rights Offering

TRONOX INC: Parties File Objections to Competing Plans' Outlines
TRONOX INC: Plan Support Pact Approved Over Objections
TSI ACQUISITION: Moody's Affirms 'Caa1' Corporate Family Rating
UAL CORP: United-Continental Merger Gets Stockholders' Approval
UAL CORP: Provides Operational Projections for Third Quarter

UAL CORP: S&P Keeps Ratings on CreditWatch "Positive" on Merger
UAL CORP: To List on NYSE Under Ticker Symbol UAL After Merger
ULTIMATE ESCAPES: Taps Greenberg Traurig as Bankruptcy Counsel
ULTIMATE ESCAPES: Wants to Hire BMC Group as Claims Agent
ULTIMATE ESCAPES: Wants to Obtain Financing, Use Cash Collateral

UNIFI INC: Three Officers Set to Provide Investor Briefing
USA COMMERCIAL: 9th Cir. Affirms Lower Ct. Ruling in Silar
U.S. INSURANCE: Trustee Can't Sue Park Avenue in Tenn. Ct.
VERTELLUS SPECIALTIES: Moody's Assigns 'B1' Corp. Family Rating
VISTEON CORP: Asks for Review of UAW OPEB Reinstatement Order

VISTEON CORP: IUE-CWA Memorandum of Understanding Approved
VISTEON CORP: UAW Demands Restoration of Post-Employment Benefits
WALLET MASTERS: Case Summary & 4 Largest Unsecured Creditors
WASHINGTON MUTUAL: Committee Gets Standing to Pursue Suits
WATERFORD GAMING: Moody's Cuts Corporate Family Rating to 'Caa3'

WHITING PETROLEUM: Moody's Assigns 'Ba3' Rating on $350 Mil. Notes
WHITING PETROLEUM: S&P Assigns 'BB' Rating on $350 Mil. Notes
WILLAIM LYON: Adopts Projection Completion Bonus Plan
WINALTA INC: Forbearance Agreement Extended Until October 31

* FDIC to Vote on Ways to Wind Up Big Financial Companies

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

                            *********

2500 HALLANDALE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 2500 Hallandale Beach, L.L.C.
        15757 Pines Blvd #255
        Pembroke Pines, FL 33027

Bankruptcy Case No.: 10-38206

Chapter 11 Petition Date: September 20, 2010

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

Judge: Raymond B. Ray

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

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

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

The petition was signed by Ignacio Martinez, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


ABITIBIBOWATER INC: Aurelius Objects to Canadian Advice Motion
--------------------------------------------------------------
Bowater Inc. seeks the entry of an order from the U.S. Bankruptcy
Court for the District of Delaware pursuant to the court-to-court
protocol authorizing it to seek "advice and direction" from the
Superior Court Commercial Division for the District of Montreal in
Quebec, Montreal, Canada, with respect to the nature and validity
of a certain contribution claim under Canadian law.

On behalf of the Debtors, Paul D. Leake, Esq., at Jones Day, in
New York, relates that one of the last remaining hurdles to
successful resolution of the Debtors' Chapter 11 cases and the
parallel Canadian proceedings is the determination of issues and
claims that have been alleged by certain noteholders of Bowater
Canada Finance Corporation.  Aurelius Capital Management LP and
Contrarian Capital Management L.L.C., referred to as "Minority
Noteholders," have alleged that BCFC:

  (i) owns a $620,000,000 Contribution Claim against Bowater
      arising under a Nova Scotia statute; and

(ii) could potentially be the beneficiary of claims against
      Bowater Canada Holdings Inc., Bowater Canada Forest
      Products Inc., and certain other Canadian affiliates in
      connection with certain "intercompany transactions"
      between Canadian entities that took place between 2001 and
      2007, including against directors or officer of BCFC for
      alleged breaches of fiduciary duties.

Bowater avers that it intends to begin the objection process with
respect to the $620 million claim in the U.S. Bankruptcy Court.
Bowater seeks to demonstrate in its claim objection to be filed
that any Contribution Claim that may exist under Canadian law,
should, in any event, be disallowed under U.S. bankruptcy law.  In
this light, Bowater believes it is appropriate to seek advice and
direction from the Canadian Court on the validity of the
Contribution Claim under Canadian law.

                   Aurelius & Contrarian React

"The Canadian Advice Motion should be denied in all respects,"
Noteholders Aurelius Capital Management L.P. and Contrarian
insist.

The Canadian Advice Motion was filed by Bowater Inc.  It seeks
authority from the Bankruptcy Court to seek "advice and direction"
from the Canadian Court with respect to the nature and validity of
a certain $620 million Contribution Claim or Wind-up Claim against
Bowater under Canadian law.

Bowater's bankruptcy is not a cross-border case, rather it is a
Chapter 11 debtor before the Bankruptcy Court and subject to the
Bankruptcy Court's exclusive jurisdiction to determine the
allowance of claims against it, including the Wind-up Claim,
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, asserts.

The Quebec Superior Court has no jurisdiction to adjudicate the
Wind-up Claim, nor does it have any cognizable interest in the
outcome of that dispute, Mr. Meloro reasons.

The legal principles relevant to determination of the Wind-up
Claim are the laws of the province of Nova Scotia and the federal
bankruptcy laws of the United States, he maintains.

Moreover, the Noteholders argue, the "questions" for which Bowater
seeks advice and direction are neither articulated with any
precision nor ripe for authorization.  Unless Bowater files an
objection to allowance of the Wind-up Claim before the Bankruptcy
Court and the Wind-up Claim is deemed Allowed, there is no
contested matter before the Bankruptcy Court, the Noteholders
point out.

Mr. Meloro further contends that:

  -- Bowater has moved for relief pursuant to the wrong cross-
     border protocol.  The Cross-Border Claims Protocol and not
     the Original Cross-Border Protocol governs the handling of
     cross-border claims in these cases.

  -- Bowater misstates the applicable language in the Original
     Cross-Border Protocol.  The Original Cross-Border Protocol
     provides that the Bankruptcy Court or the Quebec Superior
     Court and not a party-in-interest, may seek advice from
     the other court.

  -- Under the Initial Order entered in the CCAA proceeding on
     April 17, 2009, only the CCAA Applicants or the Canadian
     Debtors or the Monitor may seek the advice and direction of
     the Quebec Superior Court.  Bowater is not a CCAA Applicant
     as defined in the Initial Order.

"The Canadian Advice Motion is simply an attempt by the Debtors to
obstruct Bowater Canada Finance Corporation and its creditors from
having a full and fair adjudication of the Wind-up Claim by the
Bankruptcy Court," Mr. Meloro says.

Against this backdrop, the Noteholders ask Judge Kevin J. Carey to
deny approval of the Canadian Advice Motion.

               Bowater's Arguments are not Warranted,
                      Wilmington Trust Asserts

None of the grounds alleged by Bowater provide a basis for the
Bankruptcy Court to seek the Canadian Court's advice and direction
concerning the Contribution Claim, Wilmington Trust Company,
solely as successor indenture trustee for the 7.95% Notes due 2011
issued by BCFC, argues.

Counsel to Wilmington Trust, Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, raised
arguments similar to those brought up by Aurelius and Contrarian.
Mr. Dehney asserts that:

  -- Contrary to Bowater's repeated assertions, a key disputed
     issue concerning the Contribution Claim does not involve
     interpretation of Canadian law, but rather the law of the
     Province of Nova Scotia;

  -- There would be no efficiencies from seeking the advice of
     the Canadian Court because it has not considered the
     Contribution Claim and regardless of what "advice" or
     "direction" the Canadian Court might provide, the
     Bankruptcy Court still must address that claim;

  -- Nothing that is about to happen in the Canadian Court,
     including the scheduled plan sanction hearing on Sept. 20
     and the hearing on BCFC's Intercompany Claims on Sept. 16,
     will require the Contribution Claim to be addressed; and

  -- The Court-to-Court Protocol does not contemplate granting
     The Advice Motion under the current circumstances.

                Use of Court-to-Court Protocol
              Should be Tapped w/Care, BCFC Says

BCFC, for its part, maintains that the Canadian Advice Motion is
premature.

Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
averred in a September 13 court filing that both the Bankruptcy
Court and the Canadian Court have the power to interpret, or to
seek advice concerning, relevant issues of Nova Scotia law, even
though Nova Scotia law is not within either Court's jurisdiction.
It plainly would be inefficient, however, for both Courts to
consider briefs, expert opinions and other evidence concerning
issues of Nova Scotia law, he maintains.  "For these reasons, the
Court-To-Court Protocol should be invoked with care."

Mr. Togut notes that Bowater has just objected to BCFC's Section
135 Claim.  The objection, with exhibits, is more than 500 pages
long.  Parties on both sides of the objection will be briefing
their legal arguments and until they do, neither the Bankruptcy
Court nor the parties are in a position to determine whether the
Court-To-Court Protocol should be invoked, Mr. Togut emphasizes.

                  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: Court Approves Stipulation With USW, et al.
---------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey authorized AbitibiBowater Inc.'s
entry into a stipulation with the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union; the International Brotherhood
of Electrical Workers; the International Association of
Machinists; and the United Association of Journeymen and
Apprentices of the Plumbing and Pipefitting Industry of the United
States and Canada.

The Parties' Stipulation provides, among other things, for:

  -- the parties' entry into a master agreement that provides
     for a 3% across-the-board reduction wage among the union
     members;

  -- the continuation of modified pension and retiree benefits;
     and

  -- the withdrawal of about $108 million in union claims.

                  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: Enters Into Pension Deal with Quebec
--------------------------------------------------------
AbitibiBowater Inc.'s principal Canadian operating subsidiaries,
Abitibi-Consolidated Company of Canada and Bowater Canadian Forest
Products Inc., entered into an agreement on September 13, 2010,
with the Quebec provincial government related to funding relief in
respect of the material aggregate solvency deficits in the
registered pension plans they sponsor in the province.

The agreement includes a number of undertakings on behalf of the
Company's post-emergence Canadian operating subsidiary, referred
to as "AbiBow Canada," that would become effective upon the
Debtors' emergence from the Creditor Protection Proceedings and
apply for five years.

AbiBow Canada's undertakings are a condition to the government
adopting the necessary funding relief regulations in Quebec.

Consistent with the Company's previously disclosed agreement in
principle with the Quebec pension authorities, the funding relief
regulations are expected to provide, among other things, that
AbiBow Canada's aggregate annual contribution in respect of the
solvency deficits in its material Canadian registered pension
plans for each year from 2011 through 2020 will be limited to:

  (i) a $50 million basic contribution;

(ii) beginning in 2013, if the plans' aggregate solvency ratio
      falls below a specified target for a year, an additional
      contribution equal to 15% of free cash flow up to
      $15 million per year; and

(iii) beginning in 2016, if the amount payable for benefits in a
      year exceeds a specified threshold and the plans'
      aggregate solvency ratio is more than 2% below the target
      for that year, a supplementary contribution equal to such
      excess (such supplementary contribution being capped at
      $25 million on the first occurrence only of such an
      excess).

Should a plan move into surplus during the 2011-2020 period, it
will cease to be subject to this funding relief.  After 2020, the
funding rules in place at the time will apply to any remaining
deficit.

In addition to the Company's agreement not to terminate
voluntarily any of its pension plans in Quebec before the
Emergence Date, AbiBow Canada's has undertaken to:

  * Not pay a dividend at any time when the weighted average
    solvency ratio of its pension plans in Quebec is less than
    80%;

  * Abide by the compensation plan detailed in the Plans of
    Reorganization with respect to salaries, bonuses and
    severance;

  * Direct at least 60% of the maintenance and value-creation
    investments earmarked for the Company's Canadian pulp and
    paper operations to projects in Quebec;

  * Invest at least $75 million in strategic projects in Quebec
    over a five-year period;

  * Maintain the Company's head office and the current related
    functions in Quebec;

  * Make a $75 additional solvency deficit reduction
    contribution to its pension plans over four years for each
    metric ton of capacity reduced in the event of downtime of
    more than 6 consecutive months or 9 cumulative months over a
    period of 18 months; and

  * Create a diversification fund by contributing $2 million per
    year for five years for the benefit of the municipalities
    and workers in the Company's Quebec operating regions.

The adoption of satisfactory funding relief regulations in the
provinces of Quebec and Ontario in respect of the material
aggregate solvency deficits in the registered pension plans is a
condition precedent to the implementation of the Plans of
Reorganization.

The province of Quebec's enactment of the funding relief
regulations is conditional upon the province of Ontario taking
equivalent measures for the Company pension plans under its
jurisdiction, according to the Company.

                  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).


ACCREDITED HOME: Noteholders Enter Mediation with Lone Star
-----------------------------------------------------------
Bankruptcy Law360 reports that junior noteholders of Accredited
Home Lenders Holding Co. agreed Tuesday to enter mediation to
resolve their lawsuit accusing Lone Star of manipulating the
subprime lender's credit rating and hastening its plunge into
bankruptcy.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware signed off on the joint motion filed by Wells
Fargo Bank NA, according to Law360.

                        About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/ -- was a mortgage banker servicing
U.S. markets for conforming and non-prime residential mortgage
loans operating throughout the U.S. and in Canada.  Founded in
1990, the Company was acquired by Lone Star Funds for $300 million
in October 2007.  Lone Star also owns Bruno's Supermarkets LLC and
Bi-Lo LLC, two grocery retailers in Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.

Accredited sold the mortgage servicing business in July 2009.


ADELPHIA COMMS: Trust Settles Claims Against Prepetition Lenders
----------------------------------------------------------------
The Adelphia Recovery Trust has reached an agreement in principle
to settle its claims against Adelphia's Pre-Petition Lenders and
Investment Banks in the suit entitled Adelphia Recovery Trust v.
Bank of America, N.A., et al., No. 05 CIV 9050 for $175 million.
The agreement in principle, which was announced today in open
court, is subject to the execution of a definitive settlement
agreement and court approval of the settlement.  If the settlement
is approved, it will resolve all claims pending in the Bank
Litigation, except the Trust's fraudulent conveyance claims
against Goldman Sachs arising from Adelphia Communications
Corporation's pre-petition repayment of the Rigases' personal
margin loans. It also will resolve the Trust's claims against
Fleet Bank, N.A. in the suit entitled Adelphia Recovery Trust v.
Key Bank, N.A., et al., No. 1:09-cv-00215-RJA (W.D.N.Y.) (the
"Sabres Litigation"), but not the Trust's claims against Key Bank,
N.A. or HSBC Bank USA, N.S. in the Sabres Litigation.  The
settlement also will not resolve the FPL, Prestige, or avoidance
actions described in Item 3 of the Trust's 2009 Form 10-K or the
Trust's claims against Adelphia's former outside legal counsel
described in the Trust's Form 10 Registration Statement. A copy of
the Trust's motion for settlement approval pursuant to Bankruptcy
Rule 9019 will be available in the "Important Documents Adelphia
Recovery Trust" section of Adelphia's website at
http://www.adelphiarestructuring.com/

The Trust in its discretion may retain some or all of the
settlement proceeds for funding its operations, including expenses
incurred to maintain and administer the Trust and prosecute the
Trust's remaining pending causes of action, all subject to the
terms and conditions of the Plan and the Declaration of Trust.  No
decision has been made by the Trust as to the amount or timing of
any distributions to Trust interest holders.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offers analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, which became effective February 13,
2007.  The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit
of holders of Trust interests.


AGE REFINING: Sale of Furniture and Scrap Equipment Approved
------------------------------------------------------------
The Hon. Leif M. Clark of the U.S. Bankruptcy Court for the
Western District of Texas authorized the Chapter 11 trustee formed
for Age Refining, Inc. to sell property to outside third party
purchasers.

Eric J. Moeller, the Chapter 11 trustee, will sell the 2002
Chevrolet Tahoe furniture from the downtown office (110 Broadway,
Suite 400, San Antonio, Texas), and the scrap equipment from a
damaged steam turbine generator, because the assets are not
essential to the Debtor's reorganization.

The scrap equipment from the damaged STG will be sold for $25,000,
and all proceeds will be transferred to the insurance carrier.

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company estimated
$10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition.


AIRESURF NETWORKS: Files Bankruptcy Proposal in Ontario
-------------------------------------------------------
AireSurf Networks Holdings Inc. has filed a proposal under Section
50 of the Bankruptcy and Insolvency Act (Canada) with the Ontario
Superior Court of Justice in Bankruptcy.

Under the terms of the proposal filed by Risman & Zysman Inc.,
trustee in bankruptcy, each unsecured creditor of the Company will
receive one (1) common share in the capital of the Company for
every $0.05 of indebtedness.  Completion of the proposal,
including the issuance of common shares in connection therewith,
is subject to various approvals, including regulatory and creditor
approval.  In the event that creditors do not approve the proposal
the Company will be deemed to made an assignment into bankruptcy.
Proof of Claim and related documents will be forwarded to
creditors shortly.

                  About Airesurf Netwroks

Airesurf Netwroks is a researcher, designer and manufacturer of
digital communication amplifiers.  The MegaFI(TM) System extends
the range, coverage and throughput capacity of WiFi access points
without signal degradation.


ALLIANCE LAUNDRY: Moody's Assigns 'B1' Rating on $345 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
$345 million senior secured bank credit facility of Alliance
Laundry Systems LLC, proceeds of which will be used to refinance
substantially all of the company's existing corporate debt.  At
the same time, Moody's affirmed the company's B2 corporate family
rating and lowered the probability of default rating to B3 from B2
in order to reflect a new capital structure consisting of all bank
debt.  The outlook remains stable.

These rating actions were taken:

* Corporate Family Rating, affirmed at B2;

* Probability of Default Rating, lowered to B3 from B2;

* B1 (LGD2, 29%) assigned to the proposed new $60 million Senior
  Secured Revolver due 2015;

* B1 (LGD2, 29%) assigned to the proposed new $285 million Senior
  Secured Term Loan B due 2016;

* Ba3 rating on the existing Senior Secured Revolver due 2011
  (zero current balance) will be withdrawn at the closing of the
  proposed new financing;

* Ba3 rating on the existing Senior Secured Term Loan due 2013
  ($110 million current balance) will be withdrawn at the closing
  of the proposed new financing; and

* Caa1 rating on the existing $150 million of Senior Subordinated
  Notes due 2013 will be withdrawn at the closing of the proposed
  new financing.

                         Ratings Rationale

The B2 corporate family rate reflects Alliance's elevated debt
leverage (as adjusted by Moody's for pensions, leases, and the
full amount of the company's ABS debt) as well as the fragile
economy and its impact on demand within the commercial laundry
equipment business.  At the same time, the ratings are supported
by Moody's expectations that Alliance will continue to outperform
its rating category in measures of free cash flow generation and
EBITA margins.  In addition, Alliance has enhanced its liquidity
as a result of the six-year debt maturity window provided by the
proposed refinancing.

Pro forma as of June 30, 2010, for the issuance of the proposed
new $285 million Term Loan B and repayment of all of the company's
existing reported corporate debt (save for $17.7 million of
holding company and other debt), the company's reported
debt/EBITDA ratio would be a very respectable 3.6x.  After
adjustment for operating leases and pensions, the ratio increases
to 4.0x.  When the ABS debt is included as well, the adjusted
debt/EBITDA ratio becomes a more highly leveraged 7.3x.

The rationale for adding to Alliance's adjusted debt the full
amount of the borrowings of the ABS vehicle (i.e., the
$330 million revolving credit facility backed by equipment loans
and trade receivables originated by the company) is: a) Alliance's
adoption on January 1, 2010, of the new accounting guidance
pertaining to the consolidation of variable interest entities
(i.e., the ABS vehicle), b) the trade receivables securitization
portion of the ABS ($40.6 million as of June 30, 2010) essentially
replaces some other way of financing its own receivables, and c)
the importance of the equipment notes tranche to Alliance, in that
approximately 18% of total company revenues are accounted by sales
to laundromats, for which customer financing is a critical driver.

The stable rating outlook reflects Moody's expectation that
Alliance will gradually whittle its adjusted debt leverage down
and continue to perform in line with, or better than, its ratings
in some of the other key metrics unless the economy were to enter
into a sharp double-dip downturn.

The outlook and/or ratings could benefit from a decline in
adjusted debt leverage, a resumption in revenue growth, a
continuation in bottom line earnings growth, ongoing strong
performance in free cash flow generation, and/or both
EBITA/interest coverage of greater than 4.0x and EBITA margins of
greater than 12.5% on a sustainable basis.

The outlook and/or ratings could come under pressure if adjusted
debt leverage were to climb, earnings were to turn into losses,
free cash flow were to turn negative, EBITA/interest expense were
to fall below 1.25x, and/or EBITA margins were to fall below 7%.

Begun in 1908 and headquartered in Ripon, WI, Alliance Laundry
Systems LLC is a designer, manufacturer and marketer of a full
line of commercial laundry equipment for sale in the U.S. and to
international customers.  Its products are used in laundromats,
multi-housing laundries and on-premise laundries.  In January
2005, the Ontario Teachers Pension Plan Board indirectly acquired
a majority interest in Alliance and now owns 90% of the company.
Management owns the other 10%.  Net revenues for 2009 were
$393.2 million, of which 70% came from the U.S. and Canada and 30%
from other segments.


ALLIANCE LAUNDRY: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's' Rating Services said that it raised its ratings
on Ripon, Wisconsin-based stand-alone commercial laundry equipment
manufacturer Alliance Laundry Systems LLC, including the corporate
credit rating to 'B' from 'B-'.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to
Alliance Laundry's new $285 million senior secured term loan
maturing 2016 and the new $60 million senior secured revolving
credit facility due 2015 that the company plans to close in
September 2010.  The recovery rating is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  Issue level ratings are based upon preliminary
documentation and are subject to review upon final documentation.
S&P will withdraw its 'B+' issue-level and '1' recovery ratings on
the company's existing $260 million term loan B due 2012 and
$55 million revolver due 2011 and 'B-' issue level and '4'
recovery ratings on the company's $150 million subordinated notes
due 2013 upon completion of the proposed refinancing and repayment
of this existing debt.

"The upgrade and stable outlook reflects the company's improved
liquidity position following its proposed refinancing transaction,
including extending maturities, renewing the revolver, and
resetting maintenance financial covenants, and improved operating
performance, " said Standard & Poor's credit analyst Jean C.
Stout.  "Moreover, S&P believes that the company's improved
operating performance and credit measures will likely be sustained
beyond 2010."  S&P estimates FFO to adjusted total debt for the 12
months ended June 30, 2010, improved to about 17% compared with
7.3% for the same period a year earlier, reflecting improved
operating efficiencies resulting in greater cash flow.  S&P
expects leverage pro forma for the refinancing to remain below
4.5x through fiscal year-end 2010.

Alliance Laundry is a leading manufacturer of a full line of self-
contained commercial laundry equipment; about 70% of its sales are
in North America (excluding Mexico).  The company's product line
serves primarily three end-user customer groups: laundromats,
multiunit housing laundries, and on-premise laundries.  S&P
believes certain segments of the niche commercial laundry
equipment sector are somewhat recession-resistant, however, S&P
believes sales are susceptible to raw material cost increases
which have resulted in volume declines, and customers' deferrals
of equipment upgrades or purchases during the economic downturn.

While Alliance Laundry's year over year sales have declined
slightly, S&P estimates EBITDA has modestly improved primarily
because of price increases implemented in 2008 and lower raw
material costs and other cost reduction efforts undertaken in
2009.  Despite the sales declines, S&P estimates that adjusted
EBITDA for the 12 months ended June 30, 2010, increased by about
3.5% to $83 million.  S&P believes these improved operating
efficiencies will result in sufficient free cash flow available
for the prepayment of debt or for tuck-in acquisitions.

Alliance plans to complete its revolving credit facility and term
loan refinancing in September 2010.  S&P estimates adjusted credit
measures at deal close to be slightly improved over the prior
year, reflecting the repayment of the holding company payment-in-
kind (PIK) notes of $19.2 million and the $150 million
subordinated notes due in 2013.  The company issued a $285 million
term loan and replaced its existing revolver with a slightly
upsized $60 million revolver.  S&P estimate that adjusted debt to
EBITDA at fiscal year-end will be 4.1x compared with a ratio of
about 4.5x a year earlier, and FFO to total adjusted debt of about
15.3% at fiscal year-end, compared with a ratio of about 9.3% a
year earlier.  S&P expects leverage to remain below 4.5x at fiscal
year-end and modestly improve in fiscal 2011, despite S&P's
estimate for flat-to-down EBITDA performance in 2011 as excess
free cash flow is applied to debt reduction.

The outlook is stable and reflects the company's adequate
liquidity position following the proposed September 2010
refinancing and modest improvement in EBITDA margins and FFO,
which have improved the cushion on the company's new financial
covenants.  Credit measures are somewhat better than medians for
the rating category, and S&P expects them to modestly improve over
the next year.  S&P could raise the ratings if operating
performance remains stable and the company maintains its improved
liquidity position as expected.  However, S&P could revise the
outlook or lower the ratings if operating performance were to
deteriorate during the next few quarters.  S&P believes this could
occur if sales declines in excess of 10% were to occur and
significant raw material price inflation returned, leading to
margin declines of more than 200 basis points.


ALLEN BRUNO: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Allen David Bruno
          aka Allen D. Bruno
        2360 Yulupa Avenue
        Santa Rosa, CA 95405

Bankruptcy Case No.: 10-13575

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $1,299,339

Scheduled Debts: $1,797,051

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-13575.pdf


ALLY FINANCIAL: GMAC Halts Foreclosures in 23 States for Review
---------------------------------------------------------------
GMAC Mortgage, one of the country's largest and most troubled home
lenders, said yesterday that it was imposing a moratorium on many
of its foreclosures as it tried to ensure they were done
correctly, according to American Bankruptcy Institute.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  With more than
$176 billion in assets as of June 30, 2010, Ally operates as a
bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


ALMATIS B.V.: Court Confirms Chapter 11 Plan of Reorganization
--------------------------------------------------------------
Almatis B.V. and its affiliated debtors obtained a court order
confirming their restructuring plan to exit Chapter 11
protection.

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued an order on September 20, 2010,
confirming Almatis' First Amended Joint Plan of Reorganization
that would help fully repay the Company's senior lenders and
enhance recoveries for junior lenders.

"I think that the result is a very good one from a standpoint of
all creditors," Dow Jones quoted Judge Glenn as saying.  The
Bankruptcy Court also noted that creditors fared "much better"
than expected when Almatis filed for bankruptcy protection almost
five months ago.

Under the Plan, Almatis will emerge from bankruptcy 60% owned by
Dubai International Capital, with junior mezzanine lenders
getting 40% of the Company.  The Plan also sets aside 10% of the
new company's shares for Almatis management, Dow Jones reported.

The Plan was arranged by DIC after it obtained a $600 million
debt financing from a consortium composed by JPMorgan, Bank of
America Merrill, GSO Capital Partners LP, GoldenTree Asset
Management LP and Sankaty Credit Opportunities IV LP.  Funding
for the Plan will also come from a $100 million equity
contribution that DIC has already escrowed with JPMorgan.

Almatis was able to obtain a majority of votes from its creditors
in favor of the Plan.  The voting results reflect that 100% of
creditors in Classes 3(c) to Class 8(m) voted to accept the Plan.

Oaktree Capital Management L.P., which holds about 46% of
Almatis' senior debt, previously opposed the DIC-arranged plan.
Oaktree expressed apprehension of DIC's own financial woes and
DIC's ability to follow through with its proposed plan.

Oaktree and Almatis eventually reached a settlement, which the
Bankruptcy Court approved last month.  Under the deal, Almatis
agreed to pay in full its senior debt to Oaktree and to pay up to
$5.25 million as an allowed administrative expense claim to
settle the senior lender's claims for fees and expenses.

Almatis originally submitted for the Court's review a prepackaged
restructuring plan sponsored by Oaktree, which reportedly
threatened to wipe out the claims of mezzanine and second-lien
lenders as well as the equity investment of DIC in the company.
The prepackaged plan was eventually withdrawn after it was
rejected by the Company's lenders and after Almatis accepted a
new restructuring plan arranged by DIC.

In a separate order, Judge Glenn overruled an objection to the
confirmation of the Plan lodged by a group of creditors led by a
certain Jonathan Lee Riches.

Prior to the conduct of the Confirmation Hearing, Almatis further
amended the Plan following the replacement of The Bank of New
York Mellon as disbursing agent.  BNY Mellon was replaced by a
Dutch trust foundation to be formed on or prior to the Plan
Effective Date, the Amended Plan provides.

Almatis also filed an addendum to the plan supplement containing
the new articles of association and bylaws for the restructured
companies, which it submitted earlier with the Court.  A copy of
the addendum is available without charge at:

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

The Court has reviewed the technical modifications made to the
Plan dated September 19, 2010, and finds that the modifications
are not material and not adverse to any party-in-interest.

        Statutory Requirements for Plan Confirmation

Almatis stepped Judge Glenn through the statutory requirements of
Sections 1129(a) and (b) of the Bankruptcy Code, necessary to
confirm the Plan:

  A. Section 1129(a)(1) requires that a plan comply with all
     applicable provisions of the Bankruptcy Code, which include
     compliance with Sections 1122 and 1123, governing
     classification and contents of the plan.

     Almatis' Plan meets those requirements because it provides
     for the separation of claims and interests into 10 classes
     based upon differences in the legal nature or priority of
     those claims and interests.

  B. The Plan satisfies Section 1129(a)(2) because it complies
     with the applicable provisions of the Bankruptcy Code
     including Section 1125 and the order approving the
     disclosure statement.

  C. Section 1129(a)(3) requires that a plan be proposed in good
     faith and not by any means forbidden by law.  The record in
     the Chapter 11 cases of Almatis and its affiliated debtors
     shows that they have engaged in good faith negotiation with
     the lenders to develop a proposed restructuring in order to
     avoid liquidation and to maximize the recovery of their
     creditors.

  D. The Plan complies with Section 1129(a)(4) because all
     payments for services and expenses have been approved by
     the Court or are subject to its approval pursuant to the
     Plan and the confirmation order.

  E. Almatis has satisfied section 1129(a)(5) because it
     disclosed in the Plan supplement the identity and
     affiliations of the individuals or entities proposed to
     serve as director or officer of the company and its
     affiliated debtors under the Plan.

  F. Because no governmental regulatory commission will have
     jurisdiction over Almatis' rates after confirmation, the
     provisions of Section 1129(a)(6) are not applicable to the
     Plan.

  G. Section 1129(a)(7) requires that a plan be in the best
     interests of creditors and equity holders.

     Under the Plan, holders of second lien claims are projected
     to recover between 0% and 90%, compared to a 0% recovery in
     a hypothetical chapter 7 liquidation.  Similarly, the
     projected recoveries under the restructuring plan of 0% to
     26% to holders of mezzanine claims in and 0% to 9% to
     holders of junior mezzanine claims, each equal or exceed
     the 0% recovery they would obtain in a liquidation.
     Holders of subordinated claims in Classes 9(b) to (m) who
     will receive no distribution under the restructuring plan
     would likewise receive no distribution in a liquidation.
     Therefore, the Plan satisfies Section 1129(a)(7).

  H. Holders of Classes 3(c)-(m) Second Lien Claims, Classes
     4(c)-(m) Mezzanine Claims, Classes 5(b)-(f) Junior
     Mezzanine Claims, and Classes 8(b)-(m) Intercompany Claims
     are impaired by the Plan and have voted to accepted the
     Plan.  he holders of claims in Classes 9(b)-(m) are deemed
     to have rejected the Plan pursuant to Section 1126(g) of
     the Bankruptcy Code.  Although Section 1129(a)(8) is not
     satisfied with respect to the rejecting Classes, the Plan
     may nevertheless be confirmed because the Plan satisfies
     Section 1129(b) of the Bankruptcy Code with respect to
     those rejecting Classes.

     Section 1129(b) requires that the Plan do not discriminate
     unfairly with respect to Class 9.  The Debtors assert that
     the Plan does not do so, because all holders of Claims in
     Class 9 are treated similarly to holders of Claims or
     Interest in other Classes of equal rank.

  I. The Plan satisfies Section 1129(a)(9) because it provides
     for the payment of administrative expense claims in cash on
     the effective date as well as the payment of priority tax
     claims.

  J. One of the classes of claims for Almatis and each of its
     affiliated debtors that is impaired has voted to accept the
     Plan, which acceptance has been determined without
     including acceptance of the Plan by any insider.  Thus, the
     Plan meets the requirements of Section 1129(a)(10).

  K. The Plan complies with the feasibility standard of Section
     1129(a)(11).  The proceeds from the senior secured notes,
     the equity contribution from DIC and the revolving credit
     facility will provide the restructured companies with
     sufficient cash to fund the distributions and working
     capital to support their business operations.

  L. In accordance with Section 1129(a)(12), the Plan provides
     that fees incurred by the U.S. Trustee prior to the
     effective date will be paid.

  M. The Plan satisfies Section 1129(a)(13) because Almatis and
     its affiliated debtors will continue all retiree benefits
     for the duration of the period that they have obligated
     themselves to provide those benefits.

  N. The Debtors are not required to pay any domestic support
     obligations and accordingly, Section 1129(a)(14) is not
     applicable to the Plan.

  O. Section 1129(a)(15) pertains to individual cases subject to
     objection by unsecured creditors.  None of the Debtors is
     an individual and thus, Section 1129(a)(15) is not
     applicable to the Plan.

  P. All transfers of property of the Plan will be made in
     accordance with any applicable provisions of non-bankruptcy
     law that govern the transfer of property by a corporation
     or trust that is not a moneyed, business or commercial
     corporation or trust.  The Plan therefore complies with
     Section 1129(a)(16).

                   Versatus Files Declaration

In a related development, Jacco Brouwer, managing director of
Versatus Advisers LLP, filed a declaration in support of the
confirmation of the Plan.

Mr. Brouwer disclosed that he assisted in getting the consents
from holders of second lien, mezzanine, and junior mezzanine
claims for the release of all collateral securing their claims in
connection with the implementation of the Almatis Plan.

The consents, Mr. Brouwer said, have been given by the lenders
holding these percentages, by amount, of each class of claims in
the aggregate:

    Lenders                               Percentage
    -------                               ----------
    Holders of Second Lien Claims            91.40%
    Holders of Mezzanine Claims              97.52%
    Holders of Junior Mezzanine Claims      100.00%

Mr. Brouwer certified that the lenders which have given the
consents are sufficient to constitute an "instructing group,"
that may direct UBS Limited, the security trustee, to release or
cause to be released all collateral securing their claims.

                        Other Provisions

The Confirmation Order also provides that any person asserting a
Professional Compensation Claim will have until 30 days after the
Confirmation Date or October 20, 2010, to file a final
application for allowance of compensation for services rendered
and reimbursement of expenses incurred through the Confirmation
Date.

Moreover, the Debtors are authorized to reimburse the fees and
disbursements of the legal and financial professionals of DIC and
the Informal Junior Creditors Committee in connection with the
Chapter 11 cases.

A full-text copy of the 62-page Almatis Confirmation Order is
available for free at:

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

                       About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


AMERICAN PACIFIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Pacific Financial Corporation
        7380 S. Eastern Avenue, Suite 150
        Las Vegas, NV 89123
        Tel: (909) 387-0800

Bankruptcy Case No.: 10-27855

Chapter 11 Petition Date: September 21, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Kaaran E. Thomas, Esq.
                  MCDONALD CARANO WILSON LLP
                  100 W Liberty St., 10th Floor
                  Reno, NV 89505
                  Tel: (775) 788-2000
                  E-mail: kthomas@mcdonaldcarano.com

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

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

The petition was signed by Larry R. Polhill, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
APF Group                   contract             $30,516,229
22365 Barton Road,
Suite 210
Grand Terrace, CA 92313

APF Group II                contract             $20,386,579
22365 Barton Road,
Suite 210
Grand Terrace, CA 92313

Orchid Management           contract             $8,383,277
7602 E. Santiago
Canyon Road
Orange, CA 92869

AmPacVenture Fund           contract             $4,543,000
22365 Barton Road,
Suite 210
Grand Terrace, CA 92313

Davis, Tom & Donna/         contract             $3,020,471
Davis Pension
4646 Brockton Avenue
Riverside, CA 92506

Mercer Pension/Tom Mercer   contract             $2,812,777
9333 Baseline Avenue,
Suite 200
Rancho Cucamonga, CA 91730

McCoy, Joseph & Pamela      contract             $2,442,666
5314 Sierra Street
Riverside, CA 92504

Akrawi Tst, et al           contract             $2,354,997
Wm Akrawi Tstee
25721 Nellie Gail Road
Laguna Hills, CA 92653

Bosic, Donald & Blayne      contract             $2,277,360
2400 Knob Hill Drive
Riverside, CA 92506

Wall Trust/Foundation       contract             $2,037,988
4444 Magnolia Avenue
Riverside, CA92501

Rexinger, E.L. et al        contract             $1,726,965
8 Via Chapala
San Clemente, CA 92673

Testa, Nicholas & Cynthia   contract             $1,574,500
1363 E. Grand Avenue
Pomona, CA 91766

Sindher, Raj & Meena        contract             $1,558,361
2139 Old Bridge Road
Riverside, CA 92506

Saenz, Maria E.             contract             $1,558,167
11714 E. Paradise Drive
Hill City, SD 57745

Riehl, Robert               contract             $1,457,138
73-601 Cabazon Peak
Palm Desert, CA 92260

Monson, Teryl               contract             $1,315,377
12 Eagle's Nest Drive
La Conner, WA 98257

Fyfe, Kent & Renee          contract             $1,304,613
13079 Shasta Court
Etiwanda, CA 91739

Sladek, David &             contract             $1,051,082
Carol Janousek
1332 Mark Twain Lane
Steamboat Springs, CO 80487

Beeler Trust, June/         contract             $1,044,533
Foundation et al
The Covington 3 Pursuit #9
Aliso Viejo, CA 92656

Hazel, Paul/Chew Veronica   contract             $1,018,978
55 Pheasant Ridge Drive
Henderson, NV 89014


ANDERSEN HOERAM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Andersen Hoeram Excavating
        9775 S. Maryland Pkwy
        Las Vegas, NV 89123
        Tel: (702) 604-6112

Bankruptcy Case No.: 10-27697

Chapter 11 Petition Date: September 17, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: Jonathan B. Goldsmith, Esq.
                  ROSENFELD & RINATO
                  9029 South Pecos Road, #2800
                  Henderson, NV 89074
                  Tel: (702) 386-8637
                  Fax: (702) 385-3025
                  E-mail: jgoldsmith@lawrosen.com

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

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

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

The petition was signed by Arthur D. Andersen, president.


APEX DIGITAL: Sale of TV Business to Kith Approved
--------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge Samuel
Bufford has approved the sale of Apex Digital's television
business to Kith Electronics Ltd. in exchange for the release of
debt.

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection on August 17, 2010
(Bankr. C.D. Calif. Case No. 10-44406).  Juliet Y. Oh, Esq., in
Los Angeles, California, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million as of the Petition Date.


ATLAS PIPELINE: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlas Pipeline Partners L.P. to 'B' from 'B-' and
removed the ratings from CreditWatch with positive implications,
where they were placed on July 29, 2010.  At the same time, S&P
raised the secured issue rating to 'BB-' from 'B' and the
unsecured issue rating to 'B-' from 'CCC'.  The outlook is stable.

Also, S&P changed the secured recovery rating to '1' from '2',
which indicates that secured lenders can expect very high (90% to
100%) recovery in the event of a payment default.  At the same
time, S&P changed the unsecured recovery rating to '5' from '6',
which indicates that unsecured lenders can expect modest (10% to
30%) recovery in the event of a payment default.  As of June 30,
2010, Atlas had total debt, adjusted for operating leases, accrued
interest and the Elk City sale, of about $524 million.

The rating actions reflect Atlas's lower financial leverage and
improved liquidity position as a result of the sale.  The sale
also enhanced the partnership's liquidity and will enable it to
fund its growth projects in both Appalachia and the Mid-Continent
regions.


AUTOTRADER.COM INC: vAuto Acquisition Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said that AutoTrader.com, Inc.'s (Ba3
Corporate Family Rating) announced acquisition of vAuto raises
leverage modestly but won't impact its Ba3 CFR.  The acquisition
will be funded with a combination of debt and equity provided by
AutoTrader.com's controlling shareholder, Cox Enterprises, Inc.,
as well as its other shareholders Providence Equity Partners and
Kleiner Perkins Caufield & Byers.  Moody's anticipates that the
company will put in place an additional bank facility to fund the
debt portion of the acquisition which will rank pari passu with
AutoTrader.com's existing debt.  According to the company, vAuto
is the automotive retail industry's leading provider of advanced
software tools for used vehicle management, pricing and inventory
optimization, and therefore appears to be a good fit with
AutoTrader.com's core operations and product offerings to auto
dealers.  Considering the incremental debt and EBITDA contribution
of vAuto, Moody's projects that the transaction will increase
leverage by about 0.3x for year end 2010 to over 3.0x (including
Moody's standard adjustments), but Moody's believes that leverage
will drop due to both EBITDA growth and debt reduction, and
leverage will be sustained under 3.0x by year end 2011.
Therefore, the acquisition does not impact the company's credit
ratings or outlook.

The last rating action on AutoTrader.com was on May 12, 2010, when
Moody's assigned first time ratings to the company.

AutoTrader.com's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of AutoTrader.com's core industry and AutoTrader.com's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

AutoTrader.com, Inc., with its headquarters in Atlanta, GA, is the
internet's leading automotive classifieds marketplace and consumer
information website.  AutoTrader.com is controlled by Cox
Enterprises, Inc. (Baa3 senior unsecured).


AZCO, LLC: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AZCO, LLC
        9360 Teddy Lane
        Lone Tree, CO 80124

Bankruptcy Case No.: 10-33634

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Michael A. Smith, Esq.
                  1050-17th Street, Suite 1500
                  Denver, CO 80265
                  Tel: (303) 685-4800

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

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

The petition was signed by Michael A. Smith, attorney.

Debtor's List of 21 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
JPMorgan Chase                     --                   $1,800,000
1125 Seventeenth Street, 3rd Floor
Denver, CO 80202

Jesper Parnevik                    --                     $585,000
17553 S.E. Conch Avenue
Tequesta, FL 33469

Bob Naegele                        --                     $400,000
1104 Country Road 112
Carbondale, CO 81623

McKeever Cross Builders            --                     $366,496
P.O. Box 4634
Frisco, CO 80443

Summit County Treasurer            --                     $349,503
P.O. Box 289
Breckenridge, CO 80424

United Western Bank                --                     $220,000

John Wilt                          --                     $125,000

Richard Cross                      --                     $114,218

Leonard, Street and Deinard        --                     $100,000

JP Masonry                         --                      $89,923

Jacobs Chase Frick Kleinkopf       --                      $65,000
& Kelley LLC

Greer's Appliance Center           --                      $56,519

John Niemi                         --                      $45,000

Summit Landscaping                 --                      $40,311

John and Margaret VanderLaan       --                      $38,751

Trim Works                         --                      $30,828

Stock Building Supply              --                      $30,397

The Roofing Company                --                      $23,866

Marcin Engineering, LLC            --                      $22,971

Stover Granite                     --                      $18,250

Tower of Breckenridge              --                      $17,603


B-VV1 LLC: To Adopt New Operating Agreement Under Plan
------------------------------------------------------
B-VV1, LLC, and its debtor-affiliates submitted to the U.S.
Bankruptcy Court for the District of Nevada a proposed Plan of
Reorganization.

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

The Plan provides that on the effective date, the old membership
units will be cancelled and the Debtors will issue the Class A
membership interests and the Class B membership interests.

Under the Plan, the Debtor will adopt a new operating agreement
that provides that, upon the sale of the property, the net
proceeds will be paid first to the makers of supplemental capital
loans; second, to the makers of additional capital contributions;
third (a) 90% to the holders of Class A membership interests on a
pro rata basis, and (b) 10% to the holder of the Class B
membership interest until the time as each Class A member has
received an amount equal to its adjusted Class A amount; and
fourth, 70% to the holders of Class A membership interests on a
pro rata basis and 30% to the holder of the Class B membership
interest.

Pursuant to the Plan, each holder of note claims will receive, in
complete satisfaction of the claim, its pro rata share of 100% of
the Class A membership interests authorized under the new
operating agreement.

Old Membership units will be exchanged for the Class B membership
interests authorized under the new operating agreement.

A full-text copy of the Plan is available for free at
http://bankrupt.com/misc/B-VV1LLC_Plan.pdf

                         About B-VV1, LLC

Las Vegas, Nevada-based B-VV1, LLC, along with its affiliates,
filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr.
D. Nev. Case No. 10-18284).  Georganne W. Bradley, Esq., at
Kaempfer Crowell et al., assists the Company in its restructuring
effort. The Company disclosed $33,001,500 in assets and
$12,968,000 in liabilities as of the Petition Date.


BABCOCK QUARTER: Trustee Orders Immediate Sale of Horses
--------------------------------------------------------
The American Quarter Horse Journal reports that the bankruptcy
trustee for Babcock Ranch has ordered an immediate sale of the
ranch's horses as a group.  This whole-herd sale replaces the
previously scheduled dispersal sale, which was set for mid-
October, the report says.

The Horse Journal relates Jim Jennings of Professional Auction
Services of Berryville, Virginia, said a lump sum for the herd of
nearly 200 horses is expected.  Offers must be made by noon
Friday, September 24, 2010.  A hearing has tentatively been
scheduled for next week when bids will be considered.

According to the Horse Journal, Mr. Jennings said the horses,
including the two stallions, will be sold as-is, and prospective
buyers can schedule an appointment with Professional Auction
Services to see the horses.  The sale will include 30 weanlings,
49 yearlings, 51 2-year-olds, 15 3-year-olds and eight older
horses.  Four recipient mares and 37 broodmares are included, the
Horse Journal adds.

The Horse Journal notes that the stallion Smart Chic Olena and his
frozen semen is not included in the sale, which will take place
under the auspices of U.S. Bankruptcy Court for the eastern
district of Texas in the Sherman division.

                    About Babcock Quarter Horses

Gainesville, Texas-based Babcock Quarter Horses, Inc., operates a
ranch.  The Company filed for Chapter 11 on July 13, 2009 (Bank.
E. D. Tex. Case No. 09-42232).  Bill F. Payne, Esq., represents
the Debtor in its restructuring efforts.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts of
more than $1 million.to $10,000,000 in debts.


BALL FOUR: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ball Four, Inc.
        dba Softball Country
        11338 W 74th Pl
        Arvada, CO 80005-3520

Bankruptcy Case No.: 10-33952

Chapter 11 Petition Date: September 21, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: William A. Richey, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: lkraai@weinmanpc.com

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

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

The petition was signed by Larry R. Gentry, president.

Debtor's List of 11 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
California Bank & Trust                          $44,710
2399 Gateway Oaks Dr Ste 110
Sacramento, CA 95833-4232

Xcel Energy                                      $14,864
Pob 9477
Minneapolis, MN 55484-0001

Five Point Capital                               $14,640
10525 Vista Sorrento Pkwy Ste 300
San Diego, CA 92121-274

Five Point Capital                               $3,177

Majestic Awnings                                 $2,258

Five Point Capital                               $2,100

S&B Portable Toilets                             $2,070

Waste Management                                 $1,391

Aegis Surveying                                  $968

Liberty Bell                                     $762

Financial Pacific                                $640


BASHAR ISSA: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Kevin Mawer, trustee

Chapter 15 Debtor: Bashar Issa
                   21st Century Tower
                   Sheik Zaid Road, Flat 104
                   Dubai

Chapter 15 Case No.: 10-14079

Chapter 15 Petition Date: September 21, 2010

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Bernard Schenkler, Esq.
                  William F. Savino, Esq.
                  DAMON MOREY LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  E-mail: bschenkler@damonmorey.com
                          wsavino@damonmorey.com

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

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
BSC Development Buf LLC               09-11550            4/13/09


BAYOU GROUP: Judge Reverses 'Overbroad' Ruling on Fund Transfers
----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Paul G. Gardephe of the U.S.
District Court for the Southern District of New York has reversed
a bankruptcy court's finding that investors who pulled out of
Bayou Group LLC are not necessarily required to return all the
funds they received as allegedly fraudulent transfers before the
hedge fund was unmasked as a $450 million Ponzi scheme.

                          About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  When the Debtors filed for protection from
their creditors, they reported estimated assets and debts of more
than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BERNARD MADOFF: Victim Fights to Revive Claim Cut From Appeal
-------------------------------------------------------------
Bankruptcy Law360 reports that one of Bernard Madoff's alleged
victims has challenged a bankruptcy court decision to strike down
arguments from an appeal that aims to revive several stayed
putative class actions against an alleged co-conspirator in the
massive Ponzi scheme.

Law360 says Susanne Stone Marshall on Monday filed a bid with the
U.S. District Court for the Southern District of New York
challenging the bankruptcy court's August decision to eliminate
arguments.

                      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.


BOSTON GENERATING: Objection to Use Cash Collateral Rejected
------------------------------------------------------------
A judge overruled unsecured creditors' objections Monday to EBG
Holdings LLC's deal with secured lenders to use cash collateral,
noting the unsecured creditors have a tough road ahead of them in
the case, Bankruptcy Law360 reports.

Law360 says Judge Shelley C. Chapman largely rejected the official
committee of unsecured creditors' concerns during a hearing in the
U.S. Bankruptcy Court for the Southern District of New York.

                       About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JP Morgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.


BRIGHAM EXPLORATION: Reaches Purchase Deal with Credit Suisse
-------------------------------------------------------------
Brigham Exploration Company and the Company's subsidiaries entered
on Sept. 16, 2010, into a purchase agreement with Credit Suisse
Securities (USA) LLC and Banc of America Securities LLC, as
representatives of the initial purchasers, in which the Company
agreed to issue and sell $300 million aggregate principal amount
of the Company's 8.75% Senior Notes due 2018 to the Initial
Purchasers at a purchase price of 100% of the principal amount of
the Senior Notes.

The Guarantors agreed to guarantee payment of the Senior Notes.

Closing of the sale of the Senior Notes is subject to customary
conditions and is expected to occur on September 27, 2010.

In the Purchase Agreement, the Company and the Guarantors made
customary representations and warranties and agreed to indemnify
the Initial Purchasers against various liabilities, including
certain liabilities with respect to the Company's offering
circular relating to the Senior Notes.

A full-text copy of the Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?6b77

                    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.

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.


BROWN'S CHICKEN: Court Authorized Sale Bidding Procedures
---------------------------------------------------------
Crain's Chicago Business reported that the Elmhurts-based Brown's
Chicken & Pasta Inc. has agreed to put itself on the auction block
as part of its Chapter 11 bankruptcy proceeding.  A federal court
authorized bidding procedures, bid protection, in the form of an
initial bidder chosen by the Company, will be designated by
Oct. 1, 2010, with an auction hearing on Oct. 18, 2010.  The
winning bid could be approved the next day.


BRUGNARA PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brugnara Properties VI
        224 Sea Cliff Avenue
        San Francisco, CA 94121

Bankruptcy Case No.: 10-33637

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Joel K. Belway, Esq.
                  LAW OFFICES OF JOEL K. BELWAY
                  235 Montgomery Street, #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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

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

The petition was signed by Kay L. Brugnara, president.

Debtor's List of two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Princilla Harley                   --                         $500
124 Gonzales Drive
San Francisco, CA 94132

Ali Sharhan                        --                         $500
351 California Street
San Francisco, CA 94104


BRUNDAGE-BONE: wins OK for Patrick C. Giefer as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Brundage-Bone Concrete Pumping, Inc., and affiliate JLS Concete
Pumping, Inc., to employ Patrick C. Giefer as financial advisor.

Mr. Giefer will provide the Debtors general financial advisement
and consulting services.

Mr. Giefer has not requested or received a postpetition retainer
from the Debtors in his individual capacity as a financial
advisor.
Mr. Giefer's hourly rate is $185.

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

               About Brundage-Bone Concrete Pumping

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  Sender & Wasserman, P.C.,
assists the Debtors in their restructuring efforts.  The Company
disclosed $325,708,061 in assets and $230,277,103 in liabilities
as of the Petition Date.


BUFFETS HOLDINGS: 3rd Cir. Dismisses Utilities' Appeal as Moot
--------------------------------------------------------------
On the petition date, Buffets Holdings, Inc., and its affiliates
filed a Utility Motion under Sec. 366 of the Bankruptcy Code,
seeking an order (1) prohibiting utility providers from altering,
refusing, or discontinuing utility services on account of pre-
petition invoices; (2) determining that their utility providers
were adequately assured of post-petition payment for utility
services based on the Debtors' establishment of a segregated
escrow account containing an amount equal to 50% of the Debtors'
estimated monthly cost of utility service; and (3) establishing
the procedures for determining additional adequate assurance of
future payment to the Debtors' utility service providers.  Several
of the utility companies objected.  They contended the proposed
escrow account was not a form of assurance permitted under Sec.
366, and requested the Bankruptcy Court to order the Debtors to
provide them with a deposit equal to two months of utility
service.  They also asserted the proposed procedures for
requesting additional assurance were inconsistent with Sec. 366.
Finally, they argued the Utilities Motion improperly sought
injunctive relief without the benefit of proper service or the
commencement of an adversary proceeding.

The Bankruptcy Court granted the Utility Motion.  The Utilities
appealed to the District Court.  On September 3, 2008, after the
Utilities filed their opening brief in the District Court, the
Debtors mailed checks to each of the Utilities in the amounts of
adequate assurance previously determined by the Bankruptcy Court.
But the Utilities refused the payments.  The Debtors moved to
dismiss the appeal on the ground that the Utilities' challenge had
been mooted by the voluntary payments made by the Debtors.  The
Utilities opposed the motion.  After hearing oral argument on the
Debtors' Motion, together with the argument on the merits of the
appeal, the District Court granted the Motion and dismissed the
appeal as moot.

The Utilities appealed to the United States Court of Appeals for
the Third Circuit.  The Utilities argue that even if the case is
moot, the Third Circuit should still reach its merits because the
issues presented are "capable of repetition, yet evading review."

The Third Circuit, however, held that bankruptcy proceedings are
not in their nature so short as to cause bankruptcy courts' orders
to evade review.  Although in Buffets Holdings the controversy has
been mooted by the Bankruptcy Court's confirmation of the
Bankruptcy Plan, generally a creditor has the ability to seek a
stay and an expedited appeal.  Therefore, it is not inevitable
that an appeal of an order under Sec. 366 would lapse into
mootness prior to review.  Accordingly, the Third Circuit
dismissed the appeal as moot.

A copy of the Third Circuit's decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100908082

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc., employs approximately 37,000
team members and serves approximately 200 million customers
annually.

Buffets and all of its subsidiaries filed Chapter 11 protection on
January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).
Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as claims and balloting agent.  The
U.S Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl
Young & Jones as counsels.

Buffets emerged from Bankruptcy in April 2009.  In connection with
its Chapter 11 plan, Buffets obtained a $117.5 million in new
first lien exit financing from various lenders.  This financing
was in addition to a $139.8 million in second lien rollover
financing remaining from the pre-petition lenders.


CAPMARK FIN'L: Committee Plea to Sue Facing Objections
------------------------------------------------------
The Official Committee of Unsecured Creditors of Capmark
Financial Group, Inc., and its debtor affiliates is asking Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to allow it to prosecute various claims and
causes of action on behalf of the Debtors' estates including,
among other things, avoiding and recovering fraudulent transfers
and preferences and equitably subordinate claims.

The Debtors, the Ad Hoc Committee of Prepetition Secured Lenders
and Citicorp North America, Inc., as administrative agent under
the Term Facility Credit and Guaranty Agreement, dated as of
May 29, 2009, ask the Court to deny the motion of the Official
Committee of Unsecured Creditors seeking authority to prosecute
various claims and causes of action on behalf of the Debtors'
estates including, among others, to avoid and recover fraudulent
transfers and preferences and equitably subordinate claims.

The Ad Hoc Committee owns over half of the 2009 Secured Credit
Facility debt.

The Debtors maintain that their settlement with the Secured
Lenders moots the Creditors' Committee's Standing Motion.  The
Debtors clarify that they have never refused to pursue the
avoidance claims enumerated in the Creditors' Committee's
proposed complaint.  The Debtors note that the Creditors'
Committee fails to show it is entitled to derivative standing and
to establish existence of colorable claims.

In a joint statement filed with the Court on September 8, 2010,
the Royal Bank of Scotland plc and JPMorgan Chase Bank, N.A., in
their individual capacities and not as members of the Official
Committee of Unsecured Creditors, relate that they agree with the
Ad Hoc Committee of Prepetition Secured Lenders that the motion
of the Creditors Committee for standing to prosecute certain
claims on behalf of the Debtors' estates has no merit and should
be denied.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, counsel to Royal Bank and JPMorgan, relates that each
of Royal Bank and JPMorgan is both a Secured Lender and a holder
of unsecured debt under the 2006 Credit Agreement and the 2006
Bridge Loan Agreement.

According to Mr. Landis, Royal Bank and JPMorgan have been
vigilant in avoiding any involvement in the Creditors Committee's
consideration or deliberation of issues relating to the 2009
Secured Facility.  He adds that neither Royal Bank nor JPMorgan
took any part in the legal or factual discussions concerning any
strategic or other considerations that might have been an
underpinning for the promulgation of the Standing Motion, or the
process of preparing the motion or endorsing its filing.  As a
matter of fact, Mr. Landis notes, each of Royal Bank and JPMorgan
were regularly and consistently excluded from the Creditors
Committee's consideration of putative claims against the Secured
Lenders.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark had total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of $1
billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


CAPMARK FIN'L: Dewey & LeBoeuf Wins Nod for $8.63 Mil. in Fees
--------------------------------------------------------------
The U.S. Bankruptcy Court approved the first interim fee
applications filed by professionals for payment of services and
reimbursement of expenses in connection with work performed in
Capmark Financial Group Inc.'s Chapter 11 cases:

Professional              Period         Fees         Expenses
------------             --------      ----------    ----------
Loughlin Meghji+Company  10/25/09-
                          02/28/10      $3,089,805      $99,505

Richards, Layton &       10/25/09-
Finger, P.A.             02/28/10         192,549       26,872

Dewey & LeBoeuf LLP      10/25/09-
                          02/28/10       8,635,030      117,803

KPMG LLP                 10/25/09-
                          02/28/10         425,546        6,584

Bayard, P.A.             11/11/09-
                          02/28/10         302,485       15,179

Kramer Levin Naftalis    11/02/09-
& Frankel, LLP           02/28/10       2,427,664       52,228

Houlihan Lokey Howard    11/03/09-
& Zukin Capital Inc.     02/28/10        786, 666      106,733

Alvarez & Marsal North   11/03/09-
America, LLC             02/28/10       1,140,336       36,598

JR Myriad LLC            11/03/09-
                          02/28/10         296,998          294

Wilmier Cutler Pickering 12/07/09-
Hale and Dorr LLP        01/31/10          86,689          153

Kasowitz, Benson, Torres 01/06/10-
& Friedman, LLP          02/28/10         104,230          242

The Rosner Law Group LLC 12/30/09-
                          02/28/10          36,617        1,270

Lazard Freres & Co. LLC  10/25/09-
                          02/28/10       4,556,451        5,744

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark had total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of $1
billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


CAPMARK FIN'L: Wins Nod for Morgan Lewis as Special Counsel
-----------------------------------------------------------
Capmark Financial Group Inc. and its units received the U.S.
Bankruptcy Court's authority to employ Morgan, Lewis & Bockius LLP
as their special counsel, nunc pro tunc to August 13, 2010.

Morgan Lewis will serve as the Debtors' special counsel in
connection with certain labor and employment matters and
disputes, including, without limitation, the proceeding styled
Owen J. Maguire v Capmark Finance, Inc., civil action 09-0692,
pending before the U.S. District Court for the Eastern District
of Pennsylvania.

The Debtors seek to employ Morgan Lewis because of its extensive
history and experience as their primary outside counsel in
connection with labor and employment matters.

The attorney in charge of the engagement is Michael L. Banks, a
partner and member of Morgan Lewis's labor and employment group.

The Debtors propose that Morgan Lewis will:

  (a) represent them in connection with the Macquire Matter and
      provide advice and litigation services related to that
      matter; and

  (b) advise them with respect to certain other labor and
      Employment matters.

The Debtors will pay Morgan Lewis on an hourly basis.  Currently,
the firm's hourly rates are:

      Title                      Rate/Hour
      -----                      ---------
      Partners                   $695-$530
      Attorneys                  $490-$425
      Others                     $275-$175

The Debtors will also reimburse Morgan Lewis for its actual,
necessary expenses and charges incurred.

According to the Debtors, Morgan Lewis held an advance payment
retainer totaling $1,568 as of the Petition Date.  The advance
payment retainer will be applied to postpetition fees and
expenses approved by the Court.

Michael L. Banks, Esq., at Morgan, Lewis & Bockius LLP, in
Philadelphia, Pennsylvania, assures the Court that neither he nor
any member, counsel, associate or other employee of Morgan Lewis,
represents or holds any interest adverse to the Debtors, their
estates, creditors, or affiliates with respect to the matters
upon which Morgan Lewis is to be employed.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark had total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of $1
billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


CASA VILLAGIO: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Casa Villagio LLC
        990 Stinson Way, Suite 201
        West Palm Beach, FL 33411

Bankruptcy Case No.: 10-37972

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Robert C. Hackney, Esq.
                  4119 Lakespur Circle S
                  Palm Bch Gardens, FL 33410
                  Tel: (561) 776-8600
                  Fax: (561) 282-3402
                  E-mail: bobhackney@gmail.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-37972.pdf

The petition was signed by Dennis J. Caruso, managing member.


CASTLE HORIZON: Extension of 45-Day Confirmation Deadline Denied
----------------------------------------------------------------
The Hon. J. Rich Leonard for the U.S. Bankruptcy Court for the
Eastern District of North Carolina denied the motion of Castle
Horizon Real Estate, LLC, for a second extension of the 45-day
small business confirmation deadline to August 20, 2010, citing
that the debtor's second amended plan violates the 300-day
deadline for the submission of a plan after the petition date,
pursuant to Section 1121(e)(2) of the Bankruptcy Code.  The case
is dismissed.

Pursuant to Sec. 1121(e), a small business debtor has 180 days of
exclusivity in submitting a plan for confirmation.  Creditors and
any party in interest may then file plans for confirmation after
the exclusivity period.  After submitting a plan, Sec. 1129(e)
requires the court to confirm the plan within 45 days unless an
extension is properly requested and granted in accordance with
Sec. 1121(e)(3).  Section 1121(e)(2) sets an outer limit on
submitting plans in small business cases and states that the plan
and a disclosure statement shall be filed not later than 300 days
after the date of the order for relief.

Castle Horizon filed its first plan of reorganization November 18,
2009, 121 days after the petition date.  The 45-day small business
confirmation deadline was extended to July 21, 2010.  During the
confirmation hearing on July 20, 2010, the Court requested the
debtor provide additional information by July 30, 2010.  The
Debtor then requested another extension on the 45-day small
business confirmation deadline to August 20, 2010.  On July 29,
2010, debtor filed a motion for leave to file a second amended
plan and filed the plan on August 20, 2010.  The second amended
plan was filed 396 days after the petition and differed
significantly from the first amended plan.  Creditor First-
Citizens Bank objected to the extension and to the second amended
plan, and moved to dismiss the case.

A copy of the Order is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100910472

Based in Magnolia, North Carolina, Castle Horizon Real Estate,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 09-05992) on July 20, 2009, as a small business case and
single real estate case.  J. Rich Leonard presides over the case.
George M. Oliver, Esq., at Oliver & Friesen, PLLC, served as the
Debtor's bankruptcy counsel.  The Debtor estimated $1 million to
$10 million in assets and debts.


CENTRIX FINANCIAL: 10th Cir. Affirms Denial of Sutton Appeal
------------------------------------------------------------
Robert E. Sutton, 6762 S. Potomac LLC, and Centrix Consolidated,
LLC appealed interlocutory and final orders of the bankruptcy
court in Centrix Financial LLC's Chapter 11 proceedings.  The
district court dismissed their appeal as equitably moot.  The
United States Court of Appeals for the Tenth Circuit affirmed.

Appellants were constituents of the Debtors' businesses, which
related to underwriting and servicing sub-prime automobile loans.
Substantially all of the Debtors' assets were sold to a third
party in February 2007.  On May 16, 2008, over Mr. Sutton's and
Potomac's objections, the bankruptcy court confirmed the
liquidating Chapter 11 plan proposed by the Debtors and the
Creditors' Committee.

The Plan consolidated the remaining liabilities and properties of
the various Debtors' estates, extinguishing their separate legal
existence and deeming the Debtor entities dissolved.  All of the
Debtors' assets and property were transferred to the Centrix
Liquidating Trust and Jeffrey A. Weinman was appointed as Trustee.
The Plan called for payment of administrative, priority, and
secured claims from the cash assets of the Trust. It provided that
claims against Mr. Sutton and other non-debtor insiders were
critical assets of the Debtors' estates and were likely the key
source of any meaningful recovery by unsecured creditors. The
Trustee was authorized to commence adversary proceedings to
enforce the Debtors' claims.

Appellants filed a timely appeal of the bankruptcy court's orders
to the district court, challenging pre-confirmation orders that
(1) denied Mr. Sutton and Potomac leave to conduct examinations
under Fed. R. Bankr. P. 2004, (2) approved the disclosure
statement over Sutton's and Potomac's objections, (3) enjoined Mr.
Sutton and Potomac from filing claims objections, and (4)
estimated Mr. Sutton's and Potomac's administrative claims at
zero. They also appealed the bankruptcy court's order confirming
the Plan over Mr. Sutton's and Potomac's objections.  Appellants
did not seek to stay consummation of the Plan pending their
appeal.

The Trustee moved to dismiss the appeal. He argued that, following
substantial consummation of the Plan, the relief Appellants sought
was impractical and inequitable in light of the changed
circumstances following confirmation.  The district court granted
the Trustee's motion and dismissed the appeal on June 10, 2009.

The Tenth Circuit held that the district court did not abuse its
discretion in rejecting the Appellants' appeal.

A copy of the Tenth Circuit's opinion is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100908058

Based in Reno, Nevada, Centrix Financial LLC was a subprime
auto lender.

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, filed an
involuntary chapter 11 petition against the Debtors (Bankr.
D. Colo. Case No. 06-16403) on Sept. 15, 2006, alleging more
than $4.6 million owed.  Lee M. Kutner, Esq., at Kutner Miller,
P.C., and David von Gunten, Esq., at Von Gunten Law LLC,
represent the petitioners.

Centrix and some affiliates filed voluntary Chapter 11
petitions (Bankr. D. Nev. Case No. 06-50631) on Sept. 19,
2006.  CMGN LLC, another affiliate, filed its Chapter 11
petition (Bankr. D. Nev. Case No. 06-50631) on Sept. 4, 2006.

The Debtors' cases were consolidated and transferred (Bankr.
D. Colo. Case No. 06-16403) on Sept. 27, 2006.  Craig D.
Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork, Esq.,
at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors.  The Official Committee of Unsecured
Creditors is represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP.  Kurtzman Carson Consultants LLC
is the Debtors' claims agent.  In it Schedules filed with the
Court, Centrix Financial disclosed total assets of $23,928,171
and total debts of $109,189,359.

On February 6, 2007, the Bankruptcy Court authorized the sale of
substantially all of the Debtors' assets.  In late-2007, the
Debtors proposed a liquidating chapter 11 plan, and the Honorable
Elizabeth E. Brown confirmed that plan in early-2008.  The Centrix
Liquidating Trust was created under that chapter 11 plan and
Jeffrey A. Weinman serves as the liquidating trustee.


CENVEO CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Cenveo Corporation's B2
corporate family and probability of default ratings; the ratings
outlook remains negative.  At the same time, ratings for
individual debt instruments were also affirmed, as was the
company's SGL-3 speculative grade liquidity rating (indicating
adequate liquidity arrangements).

These lists Cenveo's ratings and the rating actions:

Issuer: Cenveo Corporation

  -- Corporate Family Rating: Affirmed at B2

  -- Probability of Default Rating: Affirmed at B2

  -- Rating Outlook: Negative

  -- Speculative Grade Liquidity Rating: SGL-3

  -- Senior Secured Bank Credit Facility, Affirmed at Ba2 (LGD2,
     16%)

  -- Senior Secured Regular Bond/Debenture, Affirmed at B2 with
     the Loss Given Default Assessment revised to LGD3, 49% from
     LGD3, 48%

  -- Senior Subordinated Bond/Debenture, Affirmed at Caa1 (LGD5,
     89%)

Rating Rationale:

Cenveo is weakly positioned at the B2 rating level and a
significant near term improvement in leverage and coverage
measures is required to substantiate the existing ratings (LTM
Debt-EBITDA incorporating Moody's standard adjustments is 8.4x).
Term loan cash sweep provisions will mandate some debt reduction
early in 2011 and Moody's also anticipate adjusted debt reduction
to result from ongoing facilities closures and other steps that
will reduce operating lease exposure.  Beyond these two one-time
items, Moody's see little scope for additional near-to-mid term
debt reduction since, subsequent to this quarter's impact of last
year's Nashua acquisition being in place for a full year, Moody's
expect revenue to grow at less than GDP expansion rates, and with
recent cost cutting initiatives having consumed margin expansion
potential, Moody's see little opportunity for cash flow growth.
In turn, Moody's expect this circumstance to motivate management
to pursue additional acquisitions in support of long term growth
aspirations.  However, the company has almost no financial
flexibility at the B2 rating level to pursue material acquisitions
on anything but a share exchange basis.  In turn again, Moody's
are concerned that management will suppress capital spending as a
means of creating free cash flow that can augment financial
flexibility.  Given the manufacturing and distribution component
of the company's activities, Moody's are concerned that prolonged
capital rationing will undermine relative competitive positioning
and have a longer term adverse impact on revenue and cash flow.
Lastly, given the company's circumstance, it is vital that it
maintain liquidity to address unexpected shocks.  At this
juncture, the company has adequate liquidity arrangements.

                          Rating Outlook

Cenveo is weakly positioned at the B2 rating level and a
significant improvement in leverage and coverage measures is
required to substantiate existing ratings.  Owing to risks that
the company may not be able to reduce its leverage into the mid 6x
range immediately after the first quarter of 2011 when cash sweep
payments are made, the ratings outlook remains negative.

                 What Could Change the Rating -- Up

A ratings upgrade is not contemplated within the rating horizon.
However, among other things, Moody's would consider an upgrade or
positive outlook if TD/EBITDA leverage were expected to be
sustained at below 6x (with Moody's standard adjustments) and
positive free cash flow were expected to be sustained at near 10%
of total debt.  A rating upgrade would also have to involve
assurance of solid liquidity arrangements, improved industry
fundamentals and normal capital reinvestment rates.

               What Could Change the Rating -- Down

Moody's would consider Cenveo's ratings for potential downgrade if
free cash flow generation was expected to be nominal (or negative)
for a prolonged period and/or if TD/EBITDA was expected to be in
excess of 7x, once again, on a sustained basis.  A debt-financed
acquisition of more than nominal size and/or adverse liquidity
developments could also result in downward rating pressure.

                          Company Profile

Headquartered in Stamford, Connecticut, Cenveo Corporation
(Cenveo), a wholly-owned subsidiary of Cenveo, Inc. (a publicly
traded holding company), is involved in commercial printing and
packaging, envelope, form and label manufacturing, and publishing
services.


CFRI/GREENLAW: Taps Peitzman Weg to Handle Reorganization Case
--------------------------------------------------------------
CFRI/Greenlaw Dyer Road, LLC, asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Peitzman, Weg & Kempinsky LLP, as counsel.

PWK will, among other things:

   -- advice and counsel the Debtor regarding matters of the
      bankruptcy law;

   -- represent the Debtor regarding its legal rights and
      responsibilities under the Bankruptcy Code and FBP, the LBR,
      the U.S. Trustee notices and guides, and assist the Debtor
      in the administration of its bankruptcy estate; and

   -- advice the Debtor with respect to the negotiation,
      preparation and confirmation of a plan of reorganization.

Howard J. Weg, an attorney at PWK, tells the Court that PWK
received a $100,000 retainer.  PWK had rendered legal services and
incurred expenses in the amount of $20,528, leaving a balance of
$79,471 as an advance of attorneys' fees and costs.

The hourly rates of PWK's personnel are:

     Partners and Of Counsel Attorneys      $585 - $675
     Associates                             $250 - $495
     Paralegals                                $195

PWK can be reached at:

     Howard J. Weg, Esq.
     David B. Shemano, Esq.
     Lorie Ball, Esq.
     PEITZMAN, WEG & KEMPINSKY LLP
     10100 Santa Monica Boulevard, Suite 1450
     Los Angeles, CA 90067
     Tel: (310) 552-3100
     Fax: (310) 552-3101

                   About CFRI/Greenlaw Dyer Road

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, filed
for Chapter 11 bankruptcy protection on July 8, 2010 (Bankr. C.D.
Calif. Case No. 10-19345).  In its schedules, the Company
disclosed $30,101,904 in assets and $33,610,022 in liabilities.


CHARLES DUNCAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Charles Calvin Duncan, Jr.
               Jeanne T. Duncan
               1682 Monterey Road
               Roanoke, VA 24019

Bankruptcy Case No.: 10-72243

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Michael Dean Hart, Esq.
                  MICHAEL D. HART, PC
                  P.O. Box 622
                  Roanoke, VA 24004
                  Tel: (540) 342-9736
                  E-mail: ecm_service@hart.roacoxmail.com

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vawb10-72243.pdf


CHARLES SADEN: Bankruptcy Lawyer Is Not "Disinterested"
-------------------------------------------------------
Judge Wesley W. Steen denied Charles R. Saden's application to
engage Baker and Associates as his general bankruptcy counsel.
The Court concludes that Baker is not disinterested because Baker
is a creditor under an arrangement requiring Baker to advance
payments on Mr. Saden's secured debt.  In addition, the
ambiguities in the transfer of real property from Mr. Saden to
Baker immediately prepetition almost certainly create interests
adverse to Mr. Saden and to the estate.

A copy of the decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100909579

Charles R. Saden; aka Saden; fdba Pos Card Processing; dba Health
& Medical Plans; fdba Precision Payment Company; dba Hohensaden,
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex.
Case No. 10-35051) on June 16, 2010.  Mr. Saden estimated $100,001
to $500,000 in assets and $1 million to $10 million in debts in
his petition.


CHOVNICK-EDWARDS LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chovnick-Edwards, LLC
        P.O. Box 681
        Upperville, VA 20185

Bankruptcy Case No.: 10-17878

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Elizabeth L. Gunn, Esq.
                  DURRETTEBRADSHAW PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  E-mail: egunn@durrettebradshaw.com

Scheduled Assets: $1,500,000

Scheduled Debts: $2,026,444

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-17878.pdf

The petition was signed by Virginia Edwards, managing member.


CIMINO BROKERAGE: Plan of Reorganization Wins Court Approval
------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California confirmed Cimino Brokerage
Company's Plan of Reorganization, amended as of June 16.

The Plan provides for the continuation of the Debtor's business
operations for the benefit of all creditors.  The Debtor proposes
to make payments to creditors over a period of five years from the
effective date from business operations.

Additionally, a new value contribution in the amount of $350,000
will be provided to the Debtor by an entity to be formed by one or
more of the Debtor's general partners (Armand Cimino, Stephanie
Cimino and Vince Cimino.)  $250,000 of the new value contribution
will be allocated to administrative expense claims, with $100,000
to be available as an initial payment to general unsecured
creditors.

The status of the Reorganized Debtor entity will also be changed
from a general partnership to a limited liability company, with
100% equity interest in the Reorganized Debtor to be issued to the
Contributor.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CIMINOBROKERAGE_2ndADS.pdf

                      About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Levene,
Neale, Bender, Rankin & Brill L.L.P., assists the Debtors in their
restructuring efforts.  The Company estimated assets at
$10 million to $50 million and liabilities at $10 million to
$50 million.


CMS ENERGY: Fitch Assigns 'BB+' Rating on $250 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to CMS Energy Corp.'s
$250 million issuance of 4.25% senior unsecured notes, due
Sept. 30, 2015.  Proceeds from the sale will be used to finance
the conversion of the company's $225.95 million 4.5% cumulative
convertible preferred stock, series B and for general corporate
purposes.  The new notes rank equally with existing senior
unsecured obligations of CMS.  The Rating Outlook for the company
is Stable.

Key drivers of CMS' rating include: ownership of a regulated
electric and gas utility, Consumers Energy Co. (Consumers, Issuer
Default Rating 'BBB-', Stable Outlook), a solid liquidity
position, and a relatively constructive regulatory environment in
Michigan.  CMS is highly dependent on Consumers' cash
distributions to pay common dividends and service still
substantial parent debt obligations.  Primary rating concerns
facing CMS and Consumers relate to the execution of the large
capital spending plan and recovery lag associated with sales
weakness due the still struggling Michigan economy, pending
electric and gas rate cases, and legislative risks associated with
a competitive market structure.  CMS has targeted $6.4 billion of
capital spending between 2011-2014, including maintenance capex
and environmental upgrades, renewable investments to comply with
the 10% state standard by 2015, automated metering infrastructure,
and a new balanced energy initiative.  Fitch notes that Consumers'
exposure to the economy is mitigated to some extent by an
uncollectibles expense tracking mechanism and pilot decoupling.
Management forecasts a 1% electric sales decline for 2010 and
there will be a two-year decoupling cost recovery lag.

On Aug. 13, 2010, Consumers filed an application with the Michigan
Public Service Commission seeking a $55 million increase in its
gas delivery and transportation rates, premised on an 11% return
on equity.  Under Michigan legislation, Consumers may self-
implement rates within six months and a final order from the MPSC
is due within one year of the filing.  The company's last gas rate
increase was in May 2010 when the MPSC authorized a $66 million
rate increase based on a 10.55% authorized return.  This amount
was $23 million less than what the company had self-implemented in
November 2009, resulting in a regulatory liability of $15 million
as a refund due to customers.  The May 2010 order also adopts a
revenue decoupling mechanism, effective June 1, 2010, which,
subject to certain conditions, allows Consumers to adjust future
rates to collect or refund the change in marginal revenue by class
arising from the difference between base sales per customer
established in the order and weather-adjusted sales per customer.
The order denied Consumers' request to implement a gas
uncollectible expense tracking mechanism and Pension Plan and OPEB
equalization mechanisms.

Consumers also has a $178 million electric rate request (based on
an 11% ROE) pending before the MPSC, which was filed in January
2010.  In July, the company self-implemented an electric revenue
increase of $150 million.  Earlier in the year, the staff of the
MPSC recommended a $90 million rate increase, premised on a 10.35%
ROE.  The staff indicated that its recommendation be adjusted
upward by $25 million if Consumers' requested economic development
sales tracker is not adopted by the MPSC.  The staff also
suggested that capex placed in service in 2011 be deferred for
future recovery.  A final order is expected in January 2011.

Consolidated liquidity is sufficient to meet funding requirements.
Consolidated liquidity was $1.2 billion, including $862 million of
availability under credit facilities, and $320 million in
unrestricted cash and cash equivalents as of June 30, 2010.  Near-
term bank line maturities include Consumers' $150 million
revolving credit facility expiring August 2013, $30 million
revolving letter of credit facility, expiring Nov.  30, 2010, and
$250 million account receivable program expiring February 2011.
Fitch expects these facilities to be renewed.  The core
$550 million CMS and $500 million Consumers bank facilities mature
in 2012.


COAST CRANE: Files Chapter 11 Petition in Seattle
-------------------------------------------------
Coast Crane Company, the market leader for innovative lifting
solutions on the West Coast, Alaska, Hawaii and Guam, today
announced that is has voluntarily initiated proceedings under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court in Seattle.  The Company also announced that it has entered
into an Asset Purchase Agreement with "stalking horse" bidder
Clearlake Capital Group, a private investment firm, to acquire
substantially all of the Company's assets, subject to an auction
and Bankruptcy Court approval.

Coast Crane secured Debtor-in-Possession ("DIP") financing from
its existing lenders, which will provide sufficient working
capital to fund operations and allow the Company to meet its
employee, customer and supplier commitments throughout the sale
process.  The Company has also filed a series of first day motions
seeking Bankruptcy Court approval of various types of relief
designed to support all constituents, including honoring customer
deposits, employee payroll and sales tax, and to approve an
auction and sale process.

"We are taking this step to better position our Company for the
future," stated Dan Goodale, Coast Crane's Chief Executive
Officer.  "The recent economic downturn and the impact on the
construction industry in particular, had impacted our balance
sheet and our banking facilities.  Our market position however,
has remained strong and we continue to provide our customers with
the industry's best products and services.  I strongly believe we
have the most qualified team in the industry and am proud of all
of our employees accomplishments. With the new DIP facility and
cash from operations, we have the financial resources to honor all
of our future commitments and have every intention of doing so.
We fully expect to emerge a stronger company and believe in our
future."

Coast Crane is pursuing Section 363 process to complete a sale of
its assets, in an orderly and efficient manner, and expects to
complete the sale process within 90 days or less.  The Company
expects no service interruptions whatsoever and is conducting
business as usual.

The Company's legal advisor is KL Gates; its financing and
restructuring advisor is CRG Capital Partners; and its investment
banker is Oppenheimer & Company.

                   About Coast Crane Company

Founded in 1970, Coast Crane Company -- http://www.coastcrane.com/
-- has grown to become the market leader for innovative lifting
solutions on the West Coast, Alaska, Hawaii and Guam.  The Company
provides both used and new construction equipment including
terrain cranes, boom trucks, tower cranes, forklifts, aerial lifts
and more.  Products are rented and sold through a regional
distribution network spanning 14 locations and covering over 3,000
customer accounts.  Coast Crane enjoys strong working partnerships
with the leading crane and lifting manufacturers in the U.S. and
has a dedicated and unparalleled customer service and support
team.


COBALT COAL: Echo Merchant Extends Forbearance Until June 2011
--------------------------------------------------------------
Cobalt Coal Corp. (CBT - TSX Venture) has entered into a
forbearance agreement with its secured lender, Echo Merchant Fund
II Limited Partnership, pursuant to which the Lender has agreed to
a forbearance period for the loan granted under the Company's loan
agreement with the Lender dated March 29, 2010, that will continue
until June 30, 2011.  In addition, the Lender has advanced an
additional $200,000 to the Company under the terms of the
Forbearance Agreement.  As consideration for entering into the
Forbearance Agreement, the Company has issued to the Lender,
800,000 Cobalt Shares at a deemed price of $0.05 per share,
subject to Exchange approval, and the Lender received 1,875,000
Cobalt Shares from David M. Lewis.

Cobalt Coal Corp. is a publicly traded coal exploration and
production company headquartered in Calgary, Alberta, Canada, with
a regional office in Welch, West Virginia.  Cobalt was created in
August 2007 to capitalize on the growth opportunities that exist
in the modern metallurgical coal mining industry.  Cobalt owns a
60% after payout interest in the Westchester Mine, and operates
this mine through its wholly owned subsidiary Westchester Coal GP
Inc.

Initially, Cobalt is concentrating its efforts on developing an
asset base in the Appalachian coal producing region of the United
States, and intends to expand internationally as opportunities
allow.  The Appalachian area includes parts of West Virginia,
Virginia, Kentucky, Ohio, Pennsylvania, the Carolinas, and
Tennessee.  Appalachia's history of producing large volumes of
metallurgical coal, along with the under-utilized coal
infrastructure already in place, make the area ideal for the
implementation of Cobalt's business model.  Coal assets in the
area can be acquired and brought into production relatively
quickly.  The resulting cash flows are generated in the short term
without the need to invest large amounts of time and capital.


COMPASS MINERALS: Moody's Upgrades Corp. Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded Compass Minerals International,
Inc.'s Corporate Family Rating to Ba1 from Ba2 and assigned Ba1
ratings to its proposed $125 million revolving credit facility due
2015 and amended / extended term loan tranche due 2016.  The
rating on the senior unsecured notes due 2019 was upgraded to Ba2
from B1 and the term loan tranche due 2012 was upgraded to Ba1
from Ba2.  The upgrade in the company's ratings reflect the
company's modest leverage for its rating category and the benefit
to liquidity of securing a new five year revolving credit
facility.  The rating outlook is stable.
This summarizes the rating actions taken:

Compass Minerals International, Inc.

Ratings upgraded:

* Corporate Family Rating -- Ba1 from Ba2

* Probability of Default Rating -- Ba1 from Ba2

* gtd sr sec term loan facility due 2012 -- Ba1 (LGD3, 39%) from
  Ba2 (LGD3, 41%)

* $125mm gtd sr sec revolving credit facility due 2010 -- Ba1
  (LGD3, 39%) from Ba2 (LGD3, 41%)

* $100mm gtd sr unsec notes due 2019 -- Ba2 (LGD5, 89%) from B1
  (LGD5, 89%)

Ratings assigned:

* gtd sr sec term loan facility due 2016 -- Ba1 (LGD3, 39%)

* $125mm gtd sr sec revolving credit facility due 2015 -- Ba1
  (LGD3, 39%)

The rating on the existing revolver will be withdrawn upon the
completion of the financing transactions.

                         Ratings Rationale

Compass Minerals is in the process of establishing a new five year
$125 million revolving credit facility to replace the existing
facility maturing in December 2010, and amending / extending a
portion of its existing Term Loan B (and incremental Term Loan B)
from a December 2012 maturity to January 2016.  The company will
likely extend more than half of the $391 million outstanding under
the Term Loan B and incremental Term Loan B such that it will have
staggered maturities.  Certain restrictions under the credit
agreement will be relaxed with the amendment.  Moody's view the
transactions as positives for the company's liquidity, debt
maturity profile and financial flexibility.

The upgrade in Compass Minerals CFR reflects Moody's expectations
for positive free cash flow from the salt business even as the
company invests in expansionary capital projects, Moody's positive
view of the agricultural sector, the improvement in liquidity and
credit metrics supportive of the Ba1 CFR.  The completed capacity
expansion at the Goderich, Ontario salt mine is expected to
support sales volume growth in the salt segment.  The company's
cash flows continue to benefit from high fertilizer prices (SOP
around $500 per tonne), that remain above historical averages even
after dropping from peak levels (around $950 per tonne) achieved
in 2008.  Sulfate of potash (SOP) capacity expansions will support
growth in the intermediate-term.

The Ba1 CFR reflects Compass Minerals' low leverage, the company's
entrenched position as the leading North American producer of
highway deicing salt, its access to extensive and high quality
salt deposits, its efficient distribution network characterized by
access to lower cost water transportation, as well as its position
as the leading North American producer of sulfate of potash.  The
company's low leverage is due to a substantial increase in
earnings from its fertilizer business over the past two years -
Debt to EBITDA is at 1.9 times for the twelve months ended June
30, 2010 (ratio incorporates Moody's global standard analytical
adjustments).  Further de-levering is expected as earnings grow,
but the company is unlikely to target a much lower leverage
profile through further repayment of debt.  The ratings are
tempered by the volatility in sales due to weather conditions and
the mature nature of the highway deicing business, characterized
by low single digit volume growth rates, as well as the need to
pursue capital projects or acquisitions to provide more reasonable
revenue and earnings growth over time.  Moody's also notes that
Compass Minerals pays a significant dividend to shareholders.

The stable outlook is supported by strong pricing for its
fertilizer business (relative to long-term historical pricing) and
the ability of salt producers to post strong earnings (supported
by price increases).  Moody's expects favorable potash pricing
(above long-term historical averages) will continue, as fertilizer
sales volumes rebound.  Anticipated additional sales made possible
from increases in salt and SOP production capacity will add to
earnings.

The company's business profile, modest size and secured capital
structure constrain the CFR to a non-investment grade rating,
despite strong financial metrics for the current rating category.
Further growth in the company's revenues and in the specialty
fertilizer business such that it becomes a larger contributor to
Compass Minerals' overall earnings could help the firm's profile.
The intention to move to an investment grade capital structure
(including unsecured financing with extended maturities), a stated
desire to maintain an investment grade rating and specific
financial policies to support an investment grade rating would be
required before an upgrade to Compass Minerals' ratings would be
considered.

Moody's most recent announcement concerning the ratings for
Compass Minerals was on May 21, 2009, when the firm's rating
outlook was moved to positive as a result of improvement in its
leverage profile and credit metrics.

Compass Minerals International, Inc., headquartered in Overland
Park, Kansas, is a leading North American producer of salt used
for highway deicing, food grade applications, water conditioning,
and other industrial uses.  The company is also North America's
largest producer of sulfate of potash used in specialty
fertilizers.  The company had revenues and net sales of
$1.031 billion and $771 million, respectively, for the twelve
months ended June 30, 2010.


CONSTRUCTION COMPONENTS: Case Summary & Creditors List
------------------------------------------------------
Debtor: Construction Components, Inc
        3147 Alto-Mud Creek Road
        Cornelia, GA 30531-5102

Bankruptcy Case No.: 10-24197

Chapter 11 Petition Date: September 17, 2010

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

Judge: Robert Brizendine

Debtor's Counsel: David R. Trippe, Esq.
                  P.O. Box 193
                  Sautee Nacoochee, GA 30571
                  Tel: (706) 878-7030

Scheduled Assets: $1,175,055

Scheduled Debts: $1,212,250

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-24197.pdf

The petition was signed by Rickey Mitchell, president.


CONTINENTAL AIRLINES: S&P Keeps CreditWatch "Negative" on Merger
----------------------------------------------------------------
Shareholders of Continental Airlines Inc. and UAL Corp. approved,
as expected, a merger between the companies.  Standard & Poor's
ratings on both entities (which also include UAL subsidiary United
Air Lines Inc.) remain on CreditWatch -- with negative
implications in the case of Continental, and with positive
implications in the case of UAL.  Also, S&P's ratings on both
airlines' enhanced equipment trust certificates (EETCs) remain on
CreditWatch with developing implications.

The merger, which S&P believes has now passed all material
preconditions, is scheduled to close Oct. 1, 2010.  According to
S&P, "We plan to resolve our CreditWatch review before that.  As
we stated previously, we expect our corporate credit ratings on
the rated entities, which will be based on the consolidated credit
quality of the parent company -- UAL, to be renamed United
Continental Holdings Inc. -- to be either 'B-' or 'B'.  Our review
will consider positive factors such as the improving financial
performance of both airlines and synergies expected from
the combination, as well as risks such as anticipated higher labor
costs under their eventually merged contracts.  Our ratings on the
EETCs could change based on the resulting corporate credit ratings
of the two airline subsidiaries (Continental and United) and on
our review of collateral protection for each EETC."


CORNERSTONE BANCSHARES: Earns $18,100 in June 30 Quarter
--------------------------------------------------------
Cornerstone Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting net income of $18,145 on $4.2 million of net
interest income before provision for loan losses for the three
months ended June 30, 2010, compared to a net loss of $602,799 on
$3.6 million  of net interest income before provision for loan
losses for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$523.4 million in total assets, $494.0 million in total
liabilities, and stockholders' equity of $29.4 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tenn., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company was not in compliance with certain of its
debt covenants at December 31, 2009.  In addition, as of
December 31, 2009, Cornerstone Community Bank was restricted from
paying dividends to the Company due to the Bank's recent operating
losses and the Bank's reduced capital levels.

                          Consent Order

The Company discloses in its latest 10-Q that following the
issuance of a written report by the Federal Deposit Insurance
Corporation and the Tennessee Department of Financial Institutions
concerning their joint examination of Cornerstone Community Bank
in October 2009, the Bank entered a consent order with the FDIC on
April 2, 2010, and a written agreement with the TDFI on April 8,
2010, each concerning areas of the Bank's operations identified in
the report as warranting improvement and presenting substantially
similar plans for making those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."

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

               http://researcharchives.com/t/s?6b75

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.


CRYOPORT INC: Panel Approves Two Stock Options to CEO Stambaugh
---------------------------------------------------------------
The compensation committee of the board of directors of CryoPort,
Inc. approved on Sept. 15, 2010, the grant of two stock options to
Larry G. Stambaugh, the company's chief executive officer and
chairman of the board.

The first stock option for Mr. Stambaugh is a grant to purchase an
aggregate of 362,232 shares of the Company's common stock at an
exercise price of $0.66, the closing price of the Company's common
stock on the date of grant.  This stock option was fully vested on
the date of grant. Pursuant to his employment agreement,
\Mr. Stambaugh earned a cash incentive bonus in the amount of
$216,000, for the fiscal year ended March 31, 2010.  However, due
to the Company's focus on expending cash resources towards the
commercialization and launch of its CryoPort Express Shipping
solution, Mr. Stambaugh agreed to accept a stock option grant in
lieu of the cash bonus.  In fixing the number of shares to be
covered by the foregoing stock option grant, the Compensation
Committee used the Black-Scholes valuation model to determine a
stock option grant that would have a fair value approximating the
amount of Mr. Stambaugh's earned cash bonus.

The second stock option grant was made pursuant to Mr. Stambaugh's
employment agreement and was a grant to purchase 420,000 shares of
the Company's common stock also at an exercise price of $0.66 per
share.  The second option vested as to 25% of the underlying
shares on the date of grant, with the remaining portion of the
option vesting in three equal annual installments on the first,
second and third anniversary of the date of grant.  In determining
to authorize the grant of the second option to Mr. Stambaugh, the
Compensation Committee sought the advice of an independent
compensation consultant, reviewed and compared comparable
marketplace compensation, and considered the incentive nature of
the option since its ultimate value is based on the future
performance of the Company's common stock.

Further, the Compensation Committee considered Mr. Stambaugh's
extraordinary efforts in connection with the Company's recently
private financing and public offering which closed earlier in
2010, which provided necessary working capital towards the
Company's efforts to complete the launch of its CryoPort Express
Shipping solution, the agreement with FedEx in February 2010 and
recent agreement with DHL Express, as well as his continuing
efforts to cause the Company to achieve a positive cash flow.

                           Going Concern

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's 2009 results.  The firm noted that the Company has
incurred recurring losses and negative cash flows from operations
since inception.  Although the Company has working capital of
$1,994,934 and cash and cash equivalents balance of $3,629,886 at
March 31, 2010, management has estimated that cash on hand, which
include proceeds from the offering received in the fourth quarter
of fiscal 2010, will only be sufficient to allow the Company to
continue its operations only into the second quarter of fiscal
2011.

                       About CryoPort Inc.

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


CRYPTOMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CryptoMetrics, Inc.
        2810 N. Flores St.
        San Antonio, TX 78213

Bankruptcy Case No.: 10-53622

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Christopher Adams, Esq.
                  OKIN ADAMS & KILMER LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  Email: cadams@oakllp.com

Estimated Assets: $0 to $50,000

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb10-53622.pdf

The petition was signed by Danny W. Mills, president.


DENNEY FARMS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Denney Farms, a California Limited Partnership
        P.O. Box 450
        Bradley, CA 93426

Bankruptcy Case No.: 10-59704

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Paul W. Moncrief, Esq.
                  JOHNSON AND MONCRIEF, PLC
                  295 S. Main Street
                  Salinas, CA 93901
                  Tel: (831)759-0900
                  E-mail: paul@johnsonmoncrief.com

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

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

The petition was signed by Robert H. Denney, partner.

Debtor's List of eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Rev. Shelley Denney            1,080.67 Acres       $2,997,000
264 W. 14th Street
San Bernardino, CA 92405

Monterey County Tax Collector      Real Property           $35,000
P.O. Box 891
Salinas, CA 93902

Internal Revenue Service           Filing Penalty           $3,162
ACS Support - STOP 813G
P.O. Box 145566
Cincinnati, OH 45250

Franchise Tax Board                Filing Penalty           $1,366

Farm Credit West                   2010 Growing            unknown
                                   Crop, Less
                                   Harvest Cost

Farm Credit West                   2009 Grape              unknown
                                   Inventory

Farm Credit West                   2009 Bulk Wine          unknown
                                   Receivable

Farm Credit West                   2009 Bulk Wine          unknown
                                   Inventory


DENNY HECKER: US Govt. Charges James Gustafson of Fraud
-------------------------------------------------------
Dee DePass at Star Tribune reports that the U.S. Government
charged Denny Hecker's friend and former employee, James Carl
Gustafson, with mail fraud and lying to federal prosecutors
investigating fraud charges against Mr. Hecker.  Mr. Gustafson
could face up to 20 years in prison if convicted of criminal
wrongdoing.

According to Star Tribune, the charges allege Mr. Gustafson
knowingly lied about when he first learned Mr. Hecker had
falsified loan documents to Chrysler Financial.  The resulting
loan was used by Mr. Hecker to secure a fleet of Hyundai vehicles
in 2007.  Mr. Gustafson reportedly told federal investigators he
did not learn about the falsified documents until October 2008.
Prosecutors, however, insist he knew about them nearly a year
earlier, in November 2007.

The U.S. government also accused Mr. Gustafson of helping to mask
the true identity of the owner of a 2004 Cadillac Escalade by
applying to have the vehicle retitled in the name of Northstate
Financial, Star Tribune notes.

                        About Denny Hecker

Dennis E. Hecker owned and operated dozens of auto dealerships,
car rental franchises, and other businesses until 2009. He filed a
voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779)
on June 4, 2009, after his auto empire collapsed into bankruptcy.

Chrysler Financial filed a dischargeability action (Bankr. D.
Minn. Adv. Pro. No. 09-5019) on July 8, 2009.  Chrysler Financial
alleged that $83 million of $350 million owed is nondischargeable
under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained
it through the use of false pretenses, false representations,
fraud, defalcation, and embezzlement.  The Honorable Robert J.
Kressel granted Chrysler Financial's motion for sanctions and
ordered $83 million of the judgment against Mr. Hecker, together
with accrued interest, not dischargeable in the Chapter 7
bankruptcy case.


DHP HOLDINGS: Dispute with Home Depot Moved to N.D. Ga.
-------------------------------------------------------
WestLaw reports that in an adversary proceeding brought by the
Chapter 11 debtors against a retailer, seeking to recover an
account receivable allegedly owed by the retailer, transfer of
venue from the District of Delaware to the Northern District of
Georgia was appropriate.  The debtors' claims were non-core, and
the forum selection clause of the parties' supplier buying
agreement provided for resolution of disputes in Georgia.  In
addition, the operation and those of its employees that were
familiar with this matter were located in Georgia.  The Delaware
bankruptcy court would not have been able to adjudicate the matter
more expeditiously than any other court, nor would it have
retained jurisdiction over the matter, given the retailer's demand
for a jury trial.  Finally, the bankruptcy court reasoned, Georgia
had a greater interest in deciding the issues, as there was no
Delaware controversy here and the agreement was governed by
Georgia law.  In re DHP Holdings II Corp., --- B.R. ----, 2010 WL
3581879 (Bankr. D. Del.).

A copy of the Honorable Mary F. Walrath's Memorandum Opinion dated
Sept. 9, 2010, in DHP Holdings II Corp. v. The Home Depot, Inc.,
Adv. Pro. No. 09-51529 (Bankr. D. Del.), is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100909567

                   About DHP Holdings II

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-13422) on Dec. 29, 2008.
The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors tapped AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company had
$132.5 million in total assets and $133.2 million in total
liabilities.

The Court has converted the Debtors' Chapter 11 cases to Chapter 7
liquidation.  As reported in the Troubled Company Reporter on
July 19, 2010, the Debtors sought the Chapter 7 conversion, citing
that they have wound down and ceased their operations, and have
liquidated substantially all of their tangible assets.  The
Debtors do not believe they will be able to propose or confirm a
Plan in the Chapter 11 cases, and are incurring administrative
expenses.


DHP HOLDINGS: Suit v. Home Depot Transferred to N.D. Ga.
--------------------------------------------------------
DHP Holdings II Corp., DESA LLC, DESA Heating LLC, DESA Specialty
LLC, and DESA IP LLC supplied products to Home Depot Inc. under a
prepetition Supplier Buying Agreement.  Post-bankruptcy, the
Debtors filed a Complaint against Home Depot to recover $5.5
million in outstanding balance.  The Debtors assert breach of
contract for failure to pay the balance on the account receivable.

Home Depot admits that it received certain products for which it
has not paid the Debtors.  Home Depot denies that it is obligated
to pay the asserted amount, however, and contends that it has
setoff and recoupment rights under the SBA and common law.  Home
Depot also asserts improper venue pursuant to the forum selection
clause, raises defenses under Section 542(c) of the Bankruptcy
Code, and demands a jury trial.

Judge Mary F. Walrath ruled on the Venue Transfer Motion on
September 9.  The Bankruptcy Court held that, because the SBA is
governed by Georgia law, Georgia has a greater interest in
deciding issues which may be governed by Georgia law.
Accordingly, the Bankruptcy Court granted Home Depot's motion to
transfer the adversary proceeding to the United States District
Court for the Northern District of Georgia, Atlanta Division.

A copy of the decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100909567

                    About DHP Holdings II

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors tapped AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company had
$132.5 million in total assets and $133.2 million in total
liabilities.

The Court converted the Debtors' Chapter 11 cases to Chapter 7
liquidation.  As reported in the Troubled Company Reporter on
July 19, 2010, the Debtors sought Chapter 7 conversion, citing
that they have wound down and ceased their operations, and have
liquidated substantially all of their tangible assets.  The
Debtors do not believe they will be able to propose or confirm a
Plan in the Chapter 11 cases, and are incurring administrative
expenses.


DIAMOND CREEK: Calif. App. Ct. Affirms Ascent Builder Judgment
--------------------------------------------------------------
The California Court of Appeal for the Third District, in Placer,
County, affirmed a judgment entered in favor of Ascent Builders,
Inc., a general contractor, by a trial court, following a bench
trial of plaintiff's complaint for breach of contract and
foreclosure of a mechanics' lien against Diamond Creek Partners,
Ltd.

Plaintiff sued for foreclosure of a $75,673 mechanic's lien and
breach of contract, alleging plaintiff, as general contractor,
constructed a commercial project for defendant but had not been
paid all sums due under the contract.  Defendant filed a cross-
complaint alleging breach of contract by plaintiff in alleged
overcharging and construction deficiencies.

In July 2007, the trial court entered judgment awarding $62,876
plus interest to plaintiff.  In its appeal, Diamond Creek
contended the trial court erred in excluding expert evidence,
disregarding evidence of noncompliant installation of HVAC
(heating, ventilation, and air conditioning) ducts, and awarding a
money judgment in plaintiff's favor.

The appeal was delayed by defendant's federal bankruptcy
proceedings but was placed back on the active calendar when
defendant notified the Appeals Court on November 19, 2009, that
the bankruptcy court approved a Chapter 11 plan allowing the
appeal to go forward.

The case is Ascent Builders, Inc., v. Diamond Creek Partners,
Ltd., Case No. C057070 (Calif. App. Ct., Placer Cty. September 9,
2010), and a copy of the decision is available at:


http://www.leagle.com/unsecure/page.htm?shortname=incaco2010090902
7

Diamond Creek Partners Ltd., owned by Stephen Des Jardins, is a
real estate property developer based in Roseville, California.
The company filed for Chapter 11 protection (Bankr. E.D. Calif.
Case No. 08-25342) on May 25, 2008.  George C. Hollister, Esq.,
represented the Debtor in its restructuring efforts.  In its
petition, the Debtor estimated assets between $50 million and
$100 million and debts between $1 million and $10 million.  The
Debtor emerged from Chapter 11 bankruptcy in November 2009.


DREIER LLP: Trustee to Sell Artworks at Nov. 21 Auction
-------------------------------------------------------
Hilary Potkewitz, writing for Crain's New York Business, reports
that the trustee handling the liquidation of Marc Dreier's
bankrupt law firm plans to sell more than 80 works of art from the
300-piece collection, according to plans filed earlier this month
with the U.S. Bankruptcy Court for the Southern District of New
York.  Pending court approval of the sale's details at a Sept. 30
hearing, the auction is scheduled for Nov. 21 at Phillips de Pury
& Co., according to Crain's.

According to Crain's, up for grabs are five Andy Warhol screen
prints, three Henri Matisse prints, three Frank Stella works,
three David Hockney lithographs, two pieces by Damien Hirst, two
by Jasper Johns and works by Roy Lichtenstein, Willem de Kooning
and Ellsworth Kelly.  The collection also includes old photographs
of Audrey Hepburn, Al Pacino and Robert De Niro.

Crain's relates bankruptcy trustee Sheila Gowan, a partner with
Diamond McCarthy, said she hopes that Mr. Dreier's notoriety will
create some buzz around the auction.

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
(S.D.N.Y. Case No. 09-cr-00085-JSR).

Dreier LLP sought chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


EASTERN EAGLE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eastern Eagle One Corporation
        4645 North Field Road
        Cincinnati, OH 45242

Bankruptcy Case No.: 10-16408

Chapter 11 Petition Date: September 17, 2010

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

Judge: Burton Perlman

Debtor's Counsel: David A. Kruer, Esq.
                  DEARFIELD, KRUER & COMPANY, LLC
                  118 West Fifth Street, Ste E
                  Covington, KY 41011
                  Tel: (859) 291-7213
                  Fax: (859) 291-6513
                  E-mail: dkandco@fuse.net

Scheduled Assets: $968,200

Scheduled Debts: $1,764,330

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-16408.pdf

The petition was signed by Kee H. Lee, president.


EMAK WORLDWIDE: Submits First Chapter 11 Status Report
------------------------------------------------------
EMAK Worldwide, Inc. submitted its first Chapter 11 Status Report
to the U.S. Bankruptcy Court for the Central District of
California and filed a motion to establish a deadline for filing
claims against the Company in approximately 60 days.  As outlined
in the report, EMAK anticipates filing a restructuring plan within
180 days after the commencement of the proceedings.

EMAK filed bankruptcy on August 5th to reorganize voluntarily
under Chapter 11.  In connection with this reorganization, EMAK
intends to complete its decentralization plan as the Company
transitions to its more profitable marketing services business and
to address the various litigations that have been placing a strain
on the Company's finances.  EMAK intends to continue to reach out
to the other parties in these litigations in an effort to resolve
these matters as expeditiously as possible, preferably through
settlement or mediation rather than continued litigation.

Since the filing, all of EMAK's agency subsidiaries, which are
excluded from the petitions, have been serving customers without
interruption, and the Company reported it has sufficient cash to
operate all aspects of its business.  EMAK has filed the U.S.
Bankruptcy Court's Schedules and Statements of Financial Affairs
and met all deadlines of the Court without extension.

A meeting of creditors is scheduled for September 30 in Los
Angeles; EMAK's next Status Conference has been scheduled by the
Court for October 21.

                     About EMAK Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection on August 5, 2010 (Bankr. C.D. Calif. Case
No. 10-42779).  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

An affiliate, EMAK Worldwide Service Corp., A Delaware
Corporation, filed a separate Chapter 11 petition on August 5,
2010 (Bank. C.D. Calif. Case No. 10-42784), estimating its assets
and debts at $10 million to $50 million.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


EMAK WORLDWIDE: Committee Taps Levene Neale as its Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of EMAK Worldwide, Inc., and its debtor-affiliate asks the
U.S. Bankruptcy Court for the Central District of California for
permission to employ Levene, Neale, Bender, Yoo & Brill L.L.P. as
its general bankruptcy counsel.

LNBYB will, among other things:

   -- represent the Committee in any proceeding or hearing in the
      Bankruptcy Court involving the Debtors' estates unless the
      Committee is represented in the proceeding or hearing by
      other special counsel;

   -- conduct examinations of witnesses, claimants or adverse
      parties and represent the Committee in any adversary
      proceeding except to the extent that any adversary
      proceeding is in an area outside of LNBYB's expertise; and

   -- assist the Committee to evaluate any sale or other
      disposition of assets in the case.

David B. Neale, a partner at LNBYB, tells the Court that LNBYB has
not received a retainer for services to be rendered in the case.
The hourly rates of LNBYB's personnel are:

     Mr. Neale                             $585
     J.P. Fritz, Esq.                      $335
     Gwendolen D. Long                     $335

Mr. Neale assures the Court that LNBYB is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     David L. Neale, Esq.
     J.P. Fritz, Esq.
     Gwendolen D. Long, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     E-mail: dln@lnbyb.com
             jpf@lnbyb.com
             gdl@lnbyb.com

                       About EMAK Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection on August 5, 2010 (Bankr. C.D. Calif. Case
No. 10-42779).  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
disclosed $4,392,115 in assets and $7,485,567 in liabilities as of
the Petition Date.

An affiliate, EMAK Worldwide Service Corp., A Delaware
Corporation, filed a separate Chapter 11 petition on August 5,
2010 (Bank. C.D. Calif. Case No. 10-42784).  EMAK Worldwide
Service disclosed $4,423,652 in assets and $3,123,135 in
liabilities as of the Petition Date.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


EMAK WORLDWIDE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
EMAK Worldwide, Inc., filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property             $4,392,115
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $35,385
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $1,198,164
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,252,018
                                 -----------      -----------
        TOTAL                      $4,392,115       $7,485,567

EMAK Worldwide Service Corp., a debtor-affiliate, disclosed total
assets of $4,423,652 and total liabilities of $3,123,135.

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection on August 5, 2010 (Bankr. C.D. Calif. Case
No. 10-42779).  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.

An affiliate, EMAK Worldwide Service Corp., A Delaware
Corporation, filed a separate Chapter 11 petition on August 5,
2010 (Bank. C.D. Calif. Case No. 10-42784).

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


EMAK WORLDWIDE: Taps Irell & Manella as Reorganization Counsel
--------------------------------------------------------------
EMAK Worldwide, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Irell & Manella LLP as general reorganization
counsel.

I&M will, among other things:

   -- advise the Debtors regarding their powers and duties as
      debtors-in-possession in the continued management and
      operation of their affairs and properties;

   -- represent the Debtors in proceedings or hearings before the
      Court involving matters of bankruptcy law; and

   -- attend meetings and negotiate with creditors and other
      parties-in-interests.

I&M received a $1 million retainer to secure payment of the
allowed fees and costs in the Debtors' cases.  I&M also received
$100,000 in early August 2010.  Upon final reconciliation of the
amount actually expended prepetition, the balance remaining fom
the initial $100,000 prepetition payment will be credited to the
Debtors and added to the firm's retainer to apply to postpetition
fees and expenses.

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

The firm can be reached at:

     Jeffrey M. Reisner, Esq.
     Michael H. Strub, Jr., Esq.
     Kerri A. Lyman, Esq.
     IRELL & MANELLA LLP
     840 Newport Center Drive, Suite 400
     Newport Beach, CA 92660-6324
     Tel: (949) 760-0091
     Fax: (949) 760-5200
     E-mail: jreisner@irell.com
             mstrub@irell.com
             klyman@irell.com

                       About EMAK Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection on August 5, 2010 (Bankr. C.D. Calif. Case
No. 10-42779).  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
disclosed $4,392,115 in assets and $7,485,567 in liabilities as of
the Petition Date.

An affiliate, EMAK Worldwide Service Corp., A Delaware
Corporation, filed a separate Chapter 11 petition on August 5,
2010 (Bank. C.D. Calif. Case No. 10-42784).  EMAK Worldwide
Service disclosed $4,423,652 in assets and $3,123,135 in
liabilities as of the Petition Date.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


ENERGY FUTURE: Oncor Reports Early Results of Exchange Offer
------------------------------------------------------------
Oncor said that, pursuant to its previously announced offer to
exchange (1) up to $350,000,000 aggregate principal amount of
Oncor's outstanding 6.375% Senior Secured Notes due 2012 for a new
series of senior secured notes due 2017, and (2) up to
$325,000,000 aggregate principal amount of Oncor's outstanding
5.95% Senior Secured Notes due 2013 for a new series of senior
secured notes due 2020, the approximate principal amount of the
2012 Notes and 2013 Notes that has been validly tendered and not
validly withdrawn, was $157.2 million and $126.3 million,
respectively, as of 5:00 p.m. New York City time, on September 21,
2010.

Oncor first announced the Exchange Offer on September 8.  For
Eligible Holders of Existing Notes who tender their Existing Notes
at or before the September 21 Early Participation Date, Oncor is
offering (1) to Eligible Holders of the 2012 Notes a consideration
of $970 aggregate principal amount of 2017 Notes for each $1,000
principal amount exchanged, plus an early exchange premium of $30
aggregate principal amount of 2017 Notes for each $1,000 principal
amount exchanged; and (2) to Eligible Holders of the 2013 Notes a
consideration of $970 aggregate principal amount of 2020 Notes for
each $1,000 principal amount exchanged, plus an early exchange
premium of $30 aggregate principal amount of 2020 Notes for each
$1,000 principal amount exchanged.  Eligible Holders who validly
tender Existing Notes after the Early Participation Date, but at
or prior to the termination of the exchange offer, will receive
the applicable consideration described above minus the applicable
early exchange premium.

The withdrawal deadline passed at 5:00 p.m., New York City time,
on September 21, 2010.  Accordingly, tenders of Existing Notes in
the exchange offer may no longer be withdrawn, except where
additional withdrawal rights are required by law (as determined by
Oncor in its sole discretion).

Oncor has also announced that the early participation date in
connection with the exchange offer, originally scheduled to expire
at 5:00 p.m. New York City time on September 21, 2010, has been
extended through October 5, 2010, at 11:59 p.m. New York City
time. Tendering holders will receive the "Total Exchange
Consideration", which in the case of the holders of the 2012
Notes, is $1,000 principal amount of 2017 Notes, and in the case
of the holders of 2013 Notes, is $1,000 principal amount of 2020
Notes for tenders prior to the expiration of the offer at 11:59
p.m., New York City time on October 5, 2010. All other terms of
the exchange offer are unchanged.

The exchange offer will expire at 11:59 p.m., New York City time,
on October 5, 2010, unless extended by Oncor. If more than
$350,000,000 aggregate principal amount of the 2012 Notes or more
than $325,000,000 aggregate principal amount of the 2013 Notes are
validly tendered and not validly withdrawn, then Oncor will accept
such tenders for each series on a pro rata basis among the
tendering eligible holders. Consummation of the exchange offer is
subject to a number of conditions, including the absence of
certain adverse legal and market developments. Oncor will not
receive any cash proceeds from the exchange offer.

The exchange offer is being conducted upon the terms and subject
to the conditions set forth in an offering memorandum and the
related letter of transmittal. The exchange offer is only made,
and copies of the offering documents will only be made available,
to eligible holders of the Existing Notes each of whom has
certified its status as (1) a "qualified institutional buyer"
under Rule 144A under the Securities Act of 1933, or (2) a person
who is not a "U.S. person" as defined under Regulation S under the
Securities Act of 1933.

The New Notes have not been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold
in the United States or to any U.S. persons absent registration or
an applicable exemption from registration requirements.

                            About Oncor

Oncor is a regulated electric distribution and transmission
business that uses superior asset management skills to provide
reliable electricity delivery to consumers.  Oncor operates the
largest distribution and transmission system in Texas, delivering
power to approximately 3 million homes and businesses and
operating approximately 117,000 miles of distribution and
transmission lines in Texas.  While Oncor is owned by a limited
number of investors -- including majority owner, Energy Future
Holdings Corp. -- Oncor is managed by its Board of Directors,
which is comprised of a majority of independent directors.

                       About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-
Fort Worth.

EFH Corp. was created in October 2007 for the buyout of Texas
power company TXU in a deal led by private-equity companies
Kohlberg Kravis Roberts & Co. and TPG Inc.

                          *     *     *

As reported by the Troubled Company Reporter on August 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on August 19 also reported that Moody's Investors Service
changed the probability of default rating for Energy Future
Holdings to Caa2/LD from Ca following the completion of a debt
restructuring which Moody's views as a distressed exchange.  EFH's
Caa1 CFR and SGL-4 liquidity rating are affirmed.  The rating
outlook remains negative.

EFH recently executed a debt restructuring which involved an
exchange of its 10.875% senior unsecured (guaranteed) notes due
2017 and its 11.25% / 12.00% senior unsecured PIK Toggle
(guaranteed) notes due 2017 for new 10.00% senior secured notes
due 2020 issued at EFIH, plus approximately $500 million in cash,
plus accrued interest.  These events had the effect of allowing
EFH to reduce its overall net debt by approximately $1.0 billion
and extend a portion of its maturities.  The transaction
crystallized losses for investors of approximately 30%.  Taken as
a whole, Moody's views the transaction as a distressed exchange
and has classified this transaction as a limited default by
appending an LD designation to the PDR.  In approximately three
business days, Moody's will remove the LD designation and
reposition the PDR to Caa2.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.


ENERGYCONNECT GROUP: William McCormick Resigns as Chairman
----------------------------------------------------------
William C. McCormick, a member of the board of directors of
EnergyConnect Group Inc., notified on Sept. 14, 2010, the Company
that he is resigning as the Company's Chairman of the Board and
from the Company's board of directors effective September 17,
2010.

                    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.


FAMILY CONNECTIONS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Statesman.com reports that Family Connections has filed for
Chapter 11 bankruptcy protection in Austin, Texas, disclosing
assets of $260,000 and debts of $9.6 million.

According to the report, majority of the debts is owed to the City
of Austin that gave the Company grants to provide services to
families with young children.  The city said it plans to seek
damages from the organization's individual members.

Former director Louanne Aponte was accused of embezzling hundreds
of thousands of dollars before fleeing to Venezuela.  Ms. Aponte
is believed to have stolen between $200,000 to $1.2 million
from the Company, report notes.  Additionally, Travis County
prosecutors accuse Ms. Aponte for siphoning more than:

   * $300,000 from the Company over the past five years and using
     it to help pay for her $388,000 home in Circle C subdivision
     in Southwest Austin, a ski boat and Mercedes convertible,

   * $130,000 from another nonprofit, the Texas Association of
     Child Care Resource and Referral Agencies , where she was
     treasurer for a decade, and

   * $8,000 from Hyde Park Christian Church, where she volunteered
     as treasurer of the grants committee.

Reports, citing court documents, prosecutors have claimed that
Aponte perpetuated the thefts by providing phony audits to both
grantors and the nonprofit's board of directors.

Family Connections -- http://www.familyconnections.org/-- is a
parent-child participation program exclusively dedicated to low
income families.


FORUM HEALTH: Eyes Completion of $120MM Assets Sale by October 1
----------------------------------------------------------------
George Nelson at Business Journal Daily reports that Community
Health Systems said it expects to finalize its purchase of the
assets of Forum Health Inc. by Oct. 1, 2010.

Community's announcement came after Ohio Attorney General Richard
Cordray that his office had completed its review of the proposed
transaction.

The purchase price is $120 million, which was nearly double that
of the 69.8 million sale price initially offer by Ardent Health
Services of Nashville.  The person with knowledge of the matter
said the purchase price is sufficed to pay the secured creditors,
says Mr. Nelson.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.


GAMETECH INT'L: Gets Non-Compliance Notice from Nasdaq
------------------------------------------------------
GameTech International Inc. received on Sept. 14, 2010, a
notification from the Nasdaq Stock Market stating that the market
value of publicly held shares of the Company's common stock has
been below $5 million for 30 consecutive business days and that
the Company therefore is not in compliance with the minimum MVPHS
requirement for continued listing set forth in Nasdaq Listing Rule
5450(b)(1)(c).  The notification of noncompliance has no immediate
effect on the listing or trading of the Company's common stock on
the Nasdaq Global Market.

The Company has been provided 180 calendar days, or until March
14, 2011, to regain compliance with the minimum MVPHS requirement.
To regain compliance, the Company's MVPHS must close at $5 million
or more for a minimum of ten consecutive business days during this
180-day grace period.

If the Company does not regain compliance by March 14, 2011, it
will receive written notification from Nasdaq that its common
stock is subject to delisting.  The Company may, at that time,
appeal the delisting determination to a Nasdaq hearings panel.
Such an appeal, if granted, would stay delisting until a panel
ruling.  Alternatively, if at that time the Company satisfies all
of the initial listing standards for the Nasdaq Capital Market,
the Company could apply to transfer the listing of its common
stock to the Nasdaq Capital Market and thereby receive an
additional 180 calendar days to regain compliance with the minimum
MVPHS requirement.

As previously disclosed by the Company in its Form 8-K filed on
August 6, 2010, the Company received a notification from Nasdaq,
on August 3, 2010, stating that the minimum bid price of the
Company's common stock has been below $1.00 per share for 30
consecutive business days and that the Company therefore is not in
compliance with the minimum bid price requirement for continued
listing set forth in Nasdaq Listing Rule 5450(a)(1).  The Company
has been provided 180 calendar days, or until January 31, 2011, to
regain compliance with the minimum bid price requirement.  As of
the date hereof, the Company has not regained compliance with the
minimum bid price requirement.

The Company will consider available options to resolve the
minimum MVPHS requirement and the minimum bid price requirement
deficiencies.  However, there can be no assurance that the Company
will be able to regain or maintain compliance with the minimum
MVPHS requirement rule, the minimum bid price rule, or other
listing criteria or that an appeal, if taken, would be successful.

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.


GATEWAY CASINOS: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on British
Columbia, Canada-based gaming company Gateway Casinos &
Entertainment Inc.  S&P lowered its corporate credit rating on the
company to 'D' on Jan. 6, 2010, reflecting the company's missed
principal and interest payments on its first- and second-lien
credit facilities.

S&P is withdrawing the ratings at this time, as the company is in
the process of restructuring its debt obligations.  S&P
anticipates meeting with management in the coming weeks, and
expect to assign new ratings to Gateway shortly thereafter.  S&P's
review will focus on the post-restructuring capital structure, the
company's overall financial profile, and management's medium- to
long-term operating and financial strategies.


HARVEST OPERATIONS: S&P Assigns 'BB-' Rating on US$500 Mil. Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating and '3' recovery rating to Harvest Operations
Corp.'s (BB-/Stable/--) proposed US$500 million, seven-year senior
unsecured private placement debt issue.  Despite S&P's expectation
of about 100% recovery for the senior unsecured notes at the time
of its simulated default, S&P has capped the recovery rating on
the notes at '3', which is consistent with its recovery rating
criteria for 'BB' category entities.

The ratings reflect S&P's expectation of ongoing financial support
from its parent company, Korea National Oil Corp.  "As a result,
S&P expects KNOC will provide the funding necessary to bridge any
cash flow shortfalls that occur as Harvest proceeds with its
upstream growth objectives," said Standard & Poor's credit analyst
Michelle Dathorne.  S&P's recovery analysis suggests full recovery
of principal and interest outstanding for the proposed senior
unsecured debt issue at the time of default; however, S&P's
ratings criteria for senior unsecured debt issued by 'BB' rated
issuers caps the issue-level rating at the long-term corporate
credit rating.

The ratings on Harvest reflect Standard & Poor's expectations of
marginal negative free cash flow generation during S&P's 12-month
forecast period, the company's small regionally focused reserves
portfolio, the mature characteristics of its conventional oil and
gas assets and the low (albeit improving) reserve life index
associated with the company's upstream assets.  In addition, the
depressed return prospects at the North Atlantic refinery
negatively affect Harvest's consolidated profitability.  Somewhat
offsetting these weaknesses, which hamper the rating, are
Harvest's upstream full cycle cost profile, which compares
favorably with its rating category peers, the company's much
improved financial risk profile; and the likelihood of ongoing
financial support from KNOC.

                           Ratings List

                      Harvest Operations Corp.

  Corporate credit rating                           BB-/Stable/--

                         Rating Assigned

       US$500 mil. sr. sec. debt due 2017                BB-
        Recovery rating                                  3


HERITAGE CONSOLIDATED: Seeking $4.6MM of DIP Financing
------------------------------------------------------
American Bankruptcy Institute reports that Heritage Consolidated
LLC is seeking approval to access $4.6 million of DIP financing to
fund its Chapter 11 cases pending the sale of the assets.  About
$2.6 million will be made available by the lenders upon interim
approval of the DIP loans.

Heritage Consolidated and an affiliate have an agreement to sell
their oil and natural- gas exploration and production assets in
return for the assumption of secured debt.  They intend to hold an
auction to test if a better price is available.

Heritage operates in the Permian Basin in West Texas and
southeastern New Mexico.

Heritage Consolidated LLC filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.  Its
affiliate, Heritage Standard Corporation, also filed for Chapter
11 (Bankr. N.D. Tex. Case No. 10-36485).  The Debtors each listed
assets and debts of $10 million to $50 million.  Kevin D.
McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtor.  A copy of Heritage's Chapter 11 petition is available for
free at: http://bankrupt.com/misc/txnb10-36484p.pdf


HINCKLEY SUPERMARKET: Case Summary & Creditors List
---------------------------------------------------
Debtor: The Hinckley Supermarket LP
        710 James Street
        Hinckley, IL 60520

Bankruptcy Case No.: 10-74647

Chapter 11 Petition Date: September 17, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: G. Alexander McTavish, Esq.
                  MYLER, RUDDY & MCTAVISH
                  105 E. Galena Boulevard, 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: alexmctavish@mrmlaw.com

Scheduled Assets: $1,466,875

Scheduled Debts: $2,410,970

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-74647.pdf

The petition was signed by David Michaels, president of Michaels
Bros Supermarket Hinckley.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ronald Paul Michaels                  10-70673            02/17/10


HRAF HOLDINGS: Files Plan of Reorganization & Disclosure Statement
------------------------------------------------------------------
HRAF Holdings, LLC, and Harbor Real Asset Fund, LP, have filed a
Joint Plan of Reorganization and disclosure statement with the
U.S. Bankruptcy Court for the District Utah.

The Debtors propose that, to be counted as votes to accept or
reject the Plan, Ballots must be delivered to the Debtors by
4:00 p.m. Mountain Time on November 30, 2010.  Any objections or
proposed modifications to the Plan must be filed with the Court by
4:00 p.m. Mountain Time on November 30, 2010.

The Debtors will seek approval of their prepackaged Chapter 11
plan of reorganization from the Bankruptcy Court at a confirmation
hearing on December 7, 2010, at 10:00 a.m.

Through the Plan, the Debtors propose to repay creditors in full
with the proceeds of the liquidation of its real estate portfolio.
The Debtors propose to liquidate their remaining real estate
holdings in an orderly process designed to maximize returns to all
stakeholders.  The Debtors will pay Bank of America, N.A., in full
not less than two years after the effective date of the Plan.
Other secured creditors will be paid in full not less than three
years after the effective date.

With respect to the holders of unsecured claims, the Debtors have
proposed to immediately pay certain relatively small claims (less
than $3,000) 80% of the face amount of the claims.  Other holders
of unsecured claims will be paid in full under the Plan not later
than the end of the final sales period.

Copies of the Plan and disclosure statement are available for free
at:

         http://bankrupt.com/misc/HRAF_HOLDINGS_plan.pdf
         http://bankrupt.com/misc/HRAF_HOLDINGS_ds.pdf

                         Treatment of Claims

Under the Plan, the administrative expense claims will be paid in
full in cash.  Priority tax claims will be paid (i) upon the terms
agreed to between the Debtors and the holders of the claims; (ii)
in full in cash; or (iii) in four deferred equal annual cash
payments.

With respect to classified claims:

   Classification                            Treatment
   --------------                            ---------
Class 1 - Priority Claims              Unimpaired; holders will
receive cash in an amount equal to the claims; holders not
entitled to vote on the Plan

Class 2 - Disputed Secured Claim Bank  Impaired; full payment of
the Bank's claim through the proceeds of the sale and liquidation
of the reorganized debtors' property; the Bank entitled to vote on
the Plan

Class 3 - Secured Claim of Reynolds    Unimpaired; full payment;
Brothers Construction                  Reynolds Brothers not
                                       entitled to vote on the
                                       Plan

Class 4 - Secured Claim of Salt Lake   Unimpaired; full payment
County Treasurer                       through a pending motion to
                                       approve the sale of the
                                       estates' Dimple Dell and
                                       Canyon Vine Cove
                                       properties; Salt Lake
                                       County Treasurer not
                                       entitled to vote on the
                                       Plan

Class 5 - Secured Claim of Summit      Impaired; full payment, as
County                                 collateral which secures a
                                       portion of Summit County's
                                       secured claim is sold;
                                       Summit County entitled to
                                       vote on the Plan

Class 6 - Secured Claim of Taney       Impaired; full payment
County                                 through the proceeds of the
                                       sale of the collateral
                                       securing the claim of Taney
                                       County; Taney County is
                                       entitled to vote on the
                                       Plan

Class 7 - Secured Claim of Uintah      Impaired; full payment, as
County                                 collateral securing a
                                       portion of Uintah County's
                                       secured claim is sold, the
                                       reorganized Debtors will
                                       pay in full the portion of
                                       Uintah County's secured
                                       claim attributable to the
                                       collateral; Uintah County
                                       entitled to vote on the
                                       Plan

Class 8 - Secured Claim Utah County    Unimpaired; full payment
                                       through a pending motion to
                                       approve the sale of the
                                       estates' Sleepy Ridge
                                       property; Utah County not
                                       entitled to vote on the
                                       Plan

Class 9 - Secured Claim of Wasatch     Impaired; full payment, as
County                                 collateral securing a
                                       portion of Wasatch County's
                                       secured claim is sold;
                                       Wasatch County entitled to
                                       vote on Plan

Class 10 - Secured Claim of            Impaired; full payment, as
Washington County                      collateral securing a
                                       portion of Washington
                                       County's secured claim is
                                       sold; Washington County
                                       entitled to vote on Plan

Class 11 - Secured Claim of Weber      Impaired; full payment, as
County                                 collateral securing a
                                       portion of Weber County's
                                       secured claim is sold;
                                       Weber County entitled to
                                       vote on Plan

Class 12 - Secured Claim of Boise      Impaired; full payment, as
County Tax Collector                   collateral securing a
                                       portion of the Boise County
                                       Tax Collector's secured
                                       claim is sold; The Boise
                                       County Tax Collector
                                       entitled to vote on the
                                       Plan

Class 13 - Secured Claim of            Impaired; full payment, as
                                       Jordanelle Special Services
                                       District   collateral
                                       securing a portion of
                                       Jordanelle Special Services
                                       District's secured claim is
                                       sold; Jordanelle Special
                                       Services entitled to vote
                                       on Plan

Class 14 - Miscellaneous Secured       Unimpaired; holders to get
Claims                                 (i) cash in an amount equal
                                       to their secured claims,
                                       (ii) return of collateral
                                       securing the claim, in full
                                       and complete satisfaction
                                       of the claim; or
                                       (iii) reinstatement of the
                                       debt constituting the
                                       claim; holders not entitled
                                       to vote on the Plan

Class 15 - General Unsecured Claims    Unimpaired; 100% payment of
                                       principal amount of the
                                       claim, plus interest at the
                                       plan rate; holders not
                                       entitled to vote on Plan

Class 16 - Convenience Claims          Impaired; cash, in full and
                                       final satisfaction of
                                       claim, in an amount equal
                                       to 80% of the claim

Class 17 - Mallorca Partners Claim     Impaired; Mallorca
                                       Partners' acceptance of
                                       Plan will constitute its
                                       voluntary agreement to
                                       subordinate its claim to
                                       other classes of claims;
                                       claim to be paid in full,
                                       plus interest at the plan
                                       rate; holders entitled to
                                       vote on Plan

                     About HRAF Holdings

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32433).

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32436).

The two cases are consolidated and jointly administered under the
case of HRAF.

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring efforts.  The Debtors estimated
their assets and debts at $10 million to $50 million each, as of
the Petition Date.


HRAF HOLDINGS: Wants to Sell 3 Properties for $645,000
------------------------------------------------------
HRAF Holdings, LLC, and Harbor Real Asset Fund, LP, ask for
authorization from the U.S. Bankruptcy Court for the District of
Utah to sell, free and clear of liens, claims and interests in
certain real properties.

The Debtors want these properties in Park City, Utah, sold:

   Location                        Buyer           Purchase Price
   --------                        -----           --------------
3198 Blue Sage Trail       Robert J. Ivanhoe         $240,000
2817 Blue Sage Trail       Mate Investments LLC      $185,000
2888 Blue Sage Trail       JE Investments            $220,000

For the 3198 Blue Sage Trail property, the Debtors will pay at
closing:

     (i) all ad valorem property taxes due in connection with the
         property as of the time of closing, including a pro-rated
         amount of the estimated 2010 property taxes to be
         reflected as a credit against the purchase price;

    (ii) closing costs ordinarily and usually borne by a seller at
         closing; and

   (iii) broker's commissions in the aggregate amount of 6% of the
         purchase price, including (a) $7,200 to the Broker, as
         seller's broker, (b) $7,200 to Summit Southebys
         International Realty, as buyer's broker.

For the 2817 Blue Sage Trail property, the Debtor will pay at
closing:

     (i) all ad valorem property taxes due in connection with the
         property as of the time of closing, including a pro-rated
         amount of the estimated 2010 property taxes to be
         reflected as a credit against the purchase price;

    (ii) closing costs ordinarily and usually borne by a seller at
         closing; and

   (iii) broker's commissions in the aggregate amount of 6% of the
         purchase price, including (a) $5,550 to Summit Southebys
         International Realty, as seller's broker, (b) $5,550 to
         Summit Southebys International Realty, as buyer's broker.

For the 2888 Blue Sage Trail property, the Debtor will pay at
closing:

     (i) all ad valorem property taxes due in connection with the
         property as of the time of closing, including a pro-rated
         amount of the estimated 2010 property taxes to be
         reflected as a credit against the purchase price;

    (ii) closing costs ordinarily and usually borne by a seller at
         closing; and

   (iii) broker's commissions in the aggregate amount of 6% of the
         purchase price, including (a) $6,600 to Summit Southebys
         International Realty, as seller's broker, (b) $6,600 to
         Summit Southebys International Realty, as buyer's broker.

                       About HRAF Holdings

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32433).  Affiliate Harbor Real Asset Fund L.P. filed for
Chapter 11 bankruptcy protection on September 9, 2010 (Bankr. D.
Utah Case No. 10-32436).  The two cases are consolidated and
jointly administered under the case of HRAF.

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring efforts.  The Debtors estimated
their assets and debts at $10 million to $50 million each, as of
the Petition Date.


INDIAN HEAD: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Indian Head Station, LLC
        500 Bienville Blvd.
        Ocean Springs, MS 39564
        Tel: (228) 282-3190

Bankruptcy Case No.: 10-52180

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: William J. Little, Jr., Esq.
                  LENTZ & LITTLE, P.A.
                  P.O. Box 927
                  Gulfport, MS 39502
                  Tel: (228) 867-6050
                  Fax: (228) 867-6077
                  E-mail: littlewj@bellsouth.net

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

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

A copy of the list of seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mssb10-52180.pdf

The petition was signed by Melanie G. Bosarge, managing member.


JAH NICHOLASVILLE ROAD #2: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: JAH Nicholasville Road #2, LLC
        400 Bellerive Boulevard, Suite 200
        Nicholasville, KY 40356
        Tel: (859) 514-3100

Bankruptcy Case No.: 10-52962

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Constance G. Grayson, Esq.
                  125 South Main Street
                  Nicholasville, KY 40356
                  Tel: (859) 885-5536
                  E-mail: cgraysonlaw@yahoo.com

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

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

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

The petition was signed by James A. Hughes, managing member.


JAH NICHOLASVILLE ROAD #7: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: JAH Nicholasville Road #7, LLC
        400 Bellerive Boulevard, Suite 200
        Nicholasville, KY 40356
        Tel: (859) 514-3100

Bankruptcy Case No.: 10-52961

Chapter 11 Petition Date: September 17, 2010

Court: U.S. States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Constance G. Grayson, Esq.
                  125 South Main Street
                  Nicholasville, KY 40356
                  Tel: (859) 885-5536
                  E-mail: cgraysonlaw@yahoo.com

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

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

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

The petition was signed by James A. Hughes, managing member.


JDG INVESTMENTS: Taps Hendren & Malone as Bankruptcy Counsel
------------------------------------------------------------
JDG Investments, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ
Hendren & Malone, PLLC as counsel under a general retainer.

Hendren Malone will:

   -- represent and assist the Debtor in carrying out it duties
      under the provisions of Chapter 11 of the Bankruptcy Code;
      and

   -- represent the estate generally throughout the administration
      of the proceeding.

The firm's personnel assigned in the case are: Jason L. Hendren,
Rebecca F. Redwine and Hendren Malone.

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

                       About JDG Investments

Selma, North Carolina-based JDG Investments, Inc., filed for
Chapter 11 bankruptcy protection on July 8, 2010 (Bankr. E.D.N.C.
Case No. 10-05450).  The Company estimated its assets and debts at
$10 million to $50 million.


JDG INVESTMENTS: Bankruptcy Admin. Unable to Form Creditors' Panel
------------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina notified the U.S. Bankruptcy Court that
she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of JDG Investments, Inc.

The Bankruptcy Administrator explained that there were
insufficient indications of willingness from the unsecured
creditors to serve in the committee.

Selma, North Carolina-based JDG Investments, Inc., filed for
Chapter 11 bankruptcy protection on July 8, 2010 (Bankr. E.D. N.C.
Case No. 10-05450).  Jason L. Hendren, Esq., at Hendren & Malone,
PLLC, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


JOSEPH LAWLER: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Joseph William Lawler
               Kathryn Watson Lawler
               3201 E. Brigstock Road
               Midlothian, VA 23113

Bankruptcy Case No.: 10-36469

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Paula S. Beran, Esq.
                  TAVENNER & BERAN, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178
                  E-mail: pberan@tb-lawfirm.com

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

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

A list of the Joint Debtors' eight largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/vaeb10-36469.pdf


JT BAKER: S&P Assigns Initial Corporate Credit Rating at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B+' corporate credit rating to specialty chemical company J.T.
Baker Holdings S.A.  The outlook is stable.

At the same time, S&P assigned a preliminary 'BB-' senior secured
debt rating (one notch above the corporate credit rating) and a
preliminary recovery rating of '2' to the proposed $30 million
five-year revolving credit facility and $125 million six-year term
loan of J.T. Baker Inc., a wholly owned subsidiary of J.T. Baker
S.A.  The '2' recovery ratings reflect S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default.

The ratings on J.T. Baker reflect a weak business risk profile and
an aggressive financial risk profile.

J.T. Baker is a provider of high-purity chemicals to laboratory,
pharmaceutical, and microelectronics end markets with trailing-12-
month sales of $438 million as of June 25, 2010.  On Aug. 27,
2010, the company began operations when it acquired Mallinckrodt
Baker Inc. and affiliated entities from Covidien Plc.  The
private-equity sponsor is New Mountain Capital LLC.  The purchase
price of $280 million was funded with a combination of equity and
interim financing.  J.T. Baker intends to use the proceeds of the
proposed term loan to repay the interim financing.

"S&P's assessment of the business risk profile as weak reflects
limited business diversity, customer concentration (particularly
in electronics), reliance on a few key operating sites, and risks
associated with becoming a stand-alone company," said Standard &
Poor's credit analyst Cynthia Werneth.  These risks include the
need to establish independent management and accounting
information systems, the establishment of stand-alone support
functions, the reliance to date on carve-out financial statements,
and transitioning away from the Mallinckrodt brand (which
represents less than 20% of sales), which J.T.  Baker may only use
for a year.  Sales to J.T. Baker's top 10 customers total about
58% of total sales, with the largest single customer representing
16% of total sales.  However, S&P notes that some of the largest
customers are distributors, who in turn sell to many individual
end users.


KAANAM LLC: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: kaanAm, LLC
        dba Clarion Hotel Jamestown and Conference Center
        150 West 4th Street
        Jamestown, NY 14701

Bankruptcy Case No.: 10-14038

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
                  AMIGONE, SANCHEZ, MATTREY & MARSHALL LLP
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  E-mail: abaumeister@amigonesanchez.com

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nywb10-14038.pdf

The petition was signed by Milind K. Oza, managing member.


KENT WIENTJES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Kent A. Wientjes
               Cindy M. Wientjes
               P.O. Box 96
               Mobridge, SD 57601

Bankruptcy Case No.: 10-30064

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       District of South Dakota (Central (Pierre)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Patrick T. Dougherty, Esq.
                  DOUGHERTY & DOUGHERTY, LLP
                  P.O. Box 2376
                  Sioux Falls, SD 57101-2376
                  Tel: (605) 335-8586
                  E-mail: pat@ptdlawfirm.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/sdb10-30064.pdf


KENTUCKIANA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Kentuckiana Medical Center LLC
        4601 Medical Plaza Highway
        Clarksville, IN 47129

Bankruptcy Case No.: 10-93039

Chapter 11 Petition Date: September 19, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  E-mail: cantor@derbycitylaw.com

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

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

The petition was signed by Christodulos S. Stavens, CEO.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
KMC Real Estate Investors LLC      --                   $2,700,000
250 E Liberty Street, Suite 101
Louisville, KY 40202

Cardiovascular Hospital of America --                   $1,800,000
9350 E. 35th Street North, Suite 104
Wichita, KS 67226

Cerner Corporation                 --                     $896,588
P.O. Box 712702
Kansas City, MO 64141

Mustaque Junega MD                 --                     $500,000
200 E. Chestnut Street
Louisville, KY 40202

Seneca Medical Inc                 --                     $425,234
P.O. Box 636696
Cincinnati, OH 45263

St Jude Medical Inc                --                     $381,390
22400 Network Place
Chicago, IL 60673

Biotronki Inc                      --                     $315,599
6024 Jean Road
Lake Oswego, OR 97035

Heme Management                    --                     $293,358
8625 Oakmont Drive
Lincoln, NE 68526

Boston Scientific Corp             --                     $174,591

Aesculap Inc                       --                     $155,107

Quest Diagnostics                  --                     $117,488

Medtronic USA Inc                  --                     $101,702

Beach Building                     --                     $100,000

Endologix Inc                      --                      $99,644

Aramark Uniform Services           --                      $72,149

Intec Building Services            --                      $70,854

Siemens Medical Solutions USA Inc  --                      $63,119

Cardinal Health Pharm              --                      $61,346

Laboratory Corp of America         --                      $59,798
Holdings

3M                                 --                      $59,067


KEYLA BELL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Keyla Reania Bell
        1917 20th Street
        Santa Monica, CA 90404

Bankruptcy Case No.: 10-49673

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: James T. King, Esq.
                  KING & ASSOCIATES
                  315 W. Arden Avenue, Suite 28
                  Glendale, CA 91203
                  Tel: (818) 242-1100
                  Fax: (818) 242-1012
                  E-mail: ecfnotices@kingobk.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-49673.pdf


KILEY RANCH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Kiley Ranch Communities filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,176,164
  B. Personal Property          $60,358,728
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $44,657,359
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $146,985
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,234,914
                                 -----------      -----------
        TOTAL                    $70,534,892      $59,039,258

Kiley Ranch Communities is a "live-work community" in progress in
the Spanish Springs Valley of Sparks.

Reno, Nevada-based Kiley Ranch Communities filed for Chapter 11
protection on August 26, 2010 (Bankr. D. Nev. Case No. 10-53393).
Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.


KIRKLAND HUTCHESON: U.S. Trustee Wants Case Dismissed or Converted
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing on October 21, 2010, at 8:30 a.m., to
consider the U.S. Trustee's request to dismiss or convert Kirkland
Hutcheson, LLC's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

Nancy J. Gargula, the U.S. Trustee for Region 13, explained that
the Debtor failed to file an amended plan and disclosure statement
despite being ordered by the Court to file an amended plan.  The
Court previously denied confirmation of Debtor's Chapter 11 Plan.

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  David E. Schroeder,
Esq., assists the Debtor in its restructuring effort.  The Company
estimated assets at $10 million to $50 million and liabilities at
$10 million to $50 million.


KIRKLAND HUTCHESON: Plan Denied Confirmation; Amendment Needed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
denied the confirmation of Kirkland Hutcheson, LLC's proposed Plan
of Reorganization.  The Court ordered that the Debtor file an
amended plan and disclosure statement.

As reported Troubled Company Reporter on June 15, 2010, the Plan
proposes to pay secured creditors in full.  Holders of general
unsecured claims will be paid pro rata quarterly payment of 10
cents on the dollar of each allowed claim over 60 months.  Holders
of equity interests wont' receive anything.

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

                  About Kirkland Hutcheson, LLC

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  David E. Schroeder,
Esq., assists the Debtor in its restructuring effort. The Company
estimated assets at $10 million to $50 million in assets and
liabilities at $10 million to $50 million.


L-1 IDENTITY: Moody's Confirms Corporate Family Rating at 'B3'
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of L-1 Identity
Solutions, Inc.'s debt, with the Corporate Family and Probability
of Default ratings at B3 and the secured bank facility at B1.
Moody's also raised the Speculative Grade Liquidity rating to SGL-
3, and changed the outlook to developing.  This completes the
review for possible downgrade opened on July 7, 2010.

Confirmation of the long-term ratings follows L-1's announcement
of agreements for L-1 to be acquired by a unit of Safran SA (not
rated) for roughly $1.09 billion, subsequent to the sale of L-1's
Intelligence Consulting Group to BAE Systems, Inc. (the US
subsidiary of BAE Systems plc, rated Baa2) for some $296 million.
Transactions are subject to L-1 shareholder approval, and various
regulatory reviews, including CFIUS.

The announcement extends the period of financial covenant relief
under L-1's bank credit facilities with lower covenant thresholds
in position through March 30, 2011.  After that, more restrictive
covenant levels would become effective.  This extended period of
covenant relief combined with the cash expected from sale of the
Intelligence Consulting Group improves the liquidity somewhat, as
reflected by the revised rating of SGL-3.

From a rating perspective, the transactions involve two stages.

Moody's interpretation of the bank credit agreement would call for
proceeds from the BAE transaction to be used to repay the bank
term loan (anticipated to be $269 million outstanding at the end
of September per existing amortization schedules) with the
remainder used to reduce any outstanding borrowings under the
revolving credit.  At that point, Moody's expects L-1's term loan
to be fully repaid and would withdraw its rating.  The rated
revolving credit is expected to remain in place until the second
stage, the acquisition of L-1 by Safran.  At the completion of
stage 1, i.e., following sale of the Intelligence Consulting
Group, L-1 would have very limited debt at the operating company
level.  The bulk of continuing indebtedness would be the holding
company's $175 million convertible note.  L-1 would be a smaller
entity at that point.  L-1 reported the units BAE plans to acquire
represent approximately 1/3rd of anticipated 2010 revenues and 28%
of L-1's measure of adjusted EBITDA.  The acquisition by Safran is
expected to result in the termination of the revolving credit
agreement through change in control provisions.  At that point,
Moody's expects the remaining L-1 ratings to be withdrawn.

Collectively, these transactions indicate improved liquidity in
the near term.  The transactions proposed, which followed L-1's
prior announcements of reviewing strategic alternatives, reduces
but does not eliminate the potential for weaker ratings from
execution risk, yet also establishes potential for stronger
ratings following debt reduction from the proceeds of the
Intelligence Consulting Group sale.

The B3 CFR considers the company's moderate size in comparison to
other government contractors, certain advantages as an incumbent
provider with competitive positions within its niches across a
collection of identity and credential services, and favorable
growth prospects over time.  The ratings further incorporate the
company's elevated leverage and limited operating profitability
which has led to weak interest coverage metrics.  Long-term
revenue potential will be tied to outlays for government-sponsored
or mandated programs.  While significant revenue is derived from
customers within the US Government, it is spread across multiple
contracts, programs and departments.  Yet, divisions of
substantially larger companies and certain systems integrators are
active within the company's sectors and could commit significant
resources at some point to challenge L-1 in a technology sensitive
industry.  The ratings also consider L-1's material backlog of
orders which along with certain government identity mandates and
funding programs provide a degree of revenue visibility.

The company's capital structure includes $175 million of
convertible securities at the holding company level whose holders
have an option to put the securities to the company in May 2012
with settlement in cash.  Capital expenditure requirements in its
state licensing business have constrained free cash flow
generation in 2010 which has limited the company's ability to
materially reduce its debt burden from earlier acquisitions and
led to utilization of its revolving credit commitment.  L-1 could
begin to generate stronger free cash flow in 2011 if it achieves
higher EBITDA levels and its capital expenditure requirements
begin to ebb.  However, scheduled principal amortization steps-up
in the fourth quarter of 2010, so L-1 may need continued access to
the undrawn portion of the revolving credit to meet scheduled
maturities.

The announcement of the transactions therefore improves access to
the revolving credit facility because greater cushion will exist
under financial covenants for a period through March 30, 2011.
This allows L-1 to complete its capital expenditures while
enhancing its liquidity should it need external support to meet
term loan amortization payments and awaiting consummation of the
BAE and Safran transactions.  Accordingly, the speculative grade
liquidity rating was raised to SGL-3 from SGL-4.  Moody's notes
that assessing financial covenant compliance at March 31, 2011
should the Safran transaction not close by that date could pose
some challenges.  Earnings from units which BAE plans to acquire
could be absent for a period of time, trailing amortization
payments included in the denominator in the debt service coverage
would be higher and the covenant level would step-up to 2.25 times
from 1.65 times.  (The reported measurement in L-1's 10-Q filing
for June 30, 2011, was 2.12 times).

The developing outlook considers the potential positive impact to
ratings should the BAE asset sale occur and de-lever the capital
structure, albeit on a smaller enterprise.  Alternatively, should
the transactions not close; tighter covenants could pose
challenges to L-1's liquidity as early as the second quarter of
2011 when March 31 compliance calculations would fall due.  This
latter scenario could pressure the ratings down.

Ratings confirmed with updated Loss Given Default point estimates:

* Corporate Family Rating, B3
* Probability of Default, B3
* Secured bank debt B1 (LGD-3, 33%)

Ratings changed:

* Speculative Grade Liquidity to SGL-3 from SGL-4

The last rating action was on July 7, 2010, at which time the
corporate family and probability of default ratings were lowered
to B3 from B2 and the ratings were placed under review for
possible further downgrade.

L-1 Identity Solutions, Inc., headquartered in Stamford, CT, is a
leading provider of multi-modal services which address identity
risk, secure credentialing, biometric identity, fingerprinting and
related engineering and analytical solutions.  Revenues in 2009
were $651 million.


LAND VENTURES: Ct. Rejects Amended Suit for Failure to Seek Leave
-----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Alabama dismissed a complaint Land Ventures for 2, LLC, filed
against Farm Credit of Northwest Florida, ACA, for failure to
state a claim for which the Court may grant relief.  The Court
also dismissed the Debtor's Amended Complaint for failure to seek
leave to amend the Complaint.

On July 2, 2010, the Debtor filed a single count complaint
alleging that Farm Credit violated the automatic stay when an
employee and an appraiser entered onto one of Land Ventures'
nonresidential properties on June 14, 2010, to conduct an
appraisal.  To gain access to the property, the Farm Credit
employee cut a link in the chained lock on the gate.  Once on the
property, the Farm Credit employee and the appraiser found
neighbors on the premises and ordered them off.  Land Ventures'
Complaint alleges that the Farm Credit employee told the neighbors
that Farm Credit was foreclosing on the property and ordered them
to leave.  Land Ventures' Complaint admits that it gave Farm
Credit permission for Farm Credit to contact Land Ventures'
representative, Todd Pittman, and for the Farm Credit appraiser to
enter the property to conduct an appraisal.  However, Land
Ventures alleges that when the appraiser contacted Mr. Pittman to
schedule the appraisal, Mr. Pittman requested to reschedule the
appraisal due to a personal conflict.

The original complaint filed by Land Ventures consisted of a one
count, alleging that Farm Credit violated the automatic stay under
11 U.S.C. Sec. 362(a)(3).  In response, Farm Credit moved to
dismiss the complaint, alleging that the Plaintiff had failed to
state a claim for which relief could be granted.  Land Ventures
then filed an Amended Complaint, adding three additional counts,
without seeking leave to amend as provided by Rule 7015(a), Fed.
R. Bankr. P.  Farm Credit then moved to dismiss the Amended
Complaint on the grounds that the Plaintiff had not sought leave
to amend.

A copy of the Court's decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100908505

Based in Defuniak Springs, Florida, Land Ventures for 2, LLC,
filed for chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case
No. 10-30651) on March 16, 2010.  Judge William R. Sawyer presides
over the case.  Michael A. Fritz, Sr., Esq., at Fritz & Hughes,
LLC, in Montgomery, Alabama, serves as bankruptcy counsel.  In its
schedules, the Company disclosed $3,162,500 in assets and
$1,294,980 in debts.


LEAR CORP: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on Michigan-based auto supplier Lear Corp.
to 'BB-' from 'B'.  At the same time, S&P raised its issue-level
ratings on the company's senior unsecured debt to 'BB+'.  The
outlook is stable.

"The upgrade reflects S&P's opinion that Lear's credit measures
will continue to improve because of the gradual recovery in light
vehicle demand in North American and Europe, and that the
company's current levels of profitability is sustainable due to
cost reductions," said Standard & Poor's credit analyst Lawrence
Orlowski.  "S&P also assume that Lear will retain a substantial
portion of its large cash balances over time and that debt levels
will remain well below historical levels."

S&P assume that Lear's 2010 global sales will reach at least $11
billion and, because of lower fixed costs caused by operational
restructuring, S&P expects profitability and cash flow in 2010 and
2011 to remain higher than in the difficult 2008-2009 period.
Lear exited bankruptcy in November 2009 after substantially
reducing debt levels.  Leverage has also declined in 2010 as S&P
expects light-vehicle production increase more than 30% year-over-
year in North America and about 7% year-over-year in Western
Europe.  For the current rating, S&P assume the company's adjusted
debt to EBITDA will remain below 3.5x and that free cash flow will
be at least $200 million.  S&P's adjustments to debt include
adding the present value of operating leases and underfunded
postretirement benefit obligations.

The ratings on Lear reflect what S&P considers to be the company's
significant financial risk profile and weak business risk profile.
While credit measures have improved as sales and production have
recovered, S&P expects the industry to remain volatile and this
volatility, along with unpredictable raw material costs, can cause
large swings in cash generation and use.  Lear's second-quarter
results improved considerably from 2009: revenue was $3.0 billion,
up 33% over second-quarter 2009 sales, reflecting improving
vehicle production and a favorable platform mix.  Core operating
income was $190 million in the quarter compared with negative
$53 million a year earlier.  Adjusted seating margins were 8.7% in
the second quarter compared with 0.9% a year ago, and adjusted
electrical power management margins were 5.2%, compared with a
negative 8.1% a year ago.

The outlook is stable.  S&P assumes that Lear will generate at
least $200 million in annual free cash flow in 2010 and beyond,
that adjusted debt to EBITDA will remain below 3.5x, and that cash
balances remain substantial.  S&P could raise the rating if the
company continues to maintain adjusted segment margins of at least
7% in its seating business and makes its progress in raising its
adjusted segment margins in its electrical power management
segment toward its goal of 7%.  Moreover, S&P would expect the
company to demonstrate a consistent pattern of generating positive
free operating cash flow even when volatile market conditions
return.

"On the other hand, S&P could lower the rating if the company
increased its leverage substantially or used cash to fund a large
acquisition or pay a dividend.  S&P could also lower the rating if
global vehicle demand declines again, if the company uses cash, or
if leverage rises above 3.5x on a sustained basis, which S&P
estimate could occur if 2010 revenue were to remain flat over 2009
and gross margins fell to 5%," Mr. Orlowski added.


LEHMAN BROTHERS: UK Pensions Regulator Panel Grants Leave
---------------------------------------------------------
Norma Cohen and James Redgrave at The Financial Times report that
the United Kingdom's pensions regulator has been given leave to
seek up to GBP150 million ($235 million) from the assets of Lehman
Brothers Holdings, Inc., to cover a shortfall in the failed bank's
retirement scheme.

The FT says the regulator's determinations panel -- a legal body
with powers to decide whether the watchdog can use some of its
most powerful weapons -- granted approval for the move last week.

The FT notes that the regulator was authorized to proceed with a
rarely used measure called a financial support direction against
six of the largest Lehman Brothers group companies, including its
US-based parent.  The panel threw out claims against 36 smaller
subsidiaries.

According to the FT, the administrator to Lehman's European
operations, PwC, has 28 days to appeal against the decision and it
is expected that it will do so.  It is understood that at the time
of Lehman's collapse, roughly 70 percent of the scheme's assets
were invested in equities.

Trustees to the scheme felt comfortable with a high weighting in
risk assets because the US-based parent had guaranteed the
obligations and carried a double A credit rating at the time of
collapse, the FT adds.

The FT discloses that the scheme, which was closed to the accrual
of new final salary pension benefits in 1999, had 8,000 members at
the time the company became insolvent.  However, most of its 3,000
active members were in its defined contributions scheme, whose
assets should have been segregated.

At the time of its collapse, the FT notes, advisers estimated that
the shortfall in the final salary scheme could be as high as
GBP250 million if all pension promises were to be honored in full.
However, if the scheme is passed to the Pension Protection Fund,
the UK safety net for underfunded retirement schemes of insolvent
employers, the shortfall may be negligible.

                       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 COMMS: Consummates $175 Mil. Conv. Senior Notes Offering
----------------------------------------------------------------
Level 3 Communications Inc. said it has consummated its the
offering of $175,000,000 aggregate principal amount of its 6.5%
Convertible Senior Notes due 2016.

The offering of the Notes was made pursuant to an Indenture dated
December 24, 2008, between the Company and The Bank of New York
Mellon, as trustee, as supplemented by a Third Supplemental
Indenture dated September 20, 2010, between the Company and the
Trustee.

Priced to investors in the offering at 100% of their principal
amount, the Notes are senior unsecured obligations of the Company,
ranking equal in right of payment with all the Company's existing
and future unsubordinated indebtedness.  The Notes will mature on
October 1, 2016.  Interest on the Notes will be payable on April 1
and October 1 of each year, beginning on April 1, 2011.

The Notes are convertible by holders into shares of the Company's
common stock at an initial conversion rate of 809.7166 shares of
common stock per $1,000 principal amount of the Notes, subject to
adjustment upon certain events, at any time before the close of
business on October 1, 2016.  If a holder elects to convert its
notes in connection with certain changes in control, the Company
will pay, to the extent described in the Indenture, a make whole
premium by increasing the number of shares deliverable upon
conversion of the Notes.

The Notes will be subject to redemption at the option of the
Company, in whole or in part, at any time or from time to time, on
or after October 1, 2013, upon not less than 30 nor more than 60
days' prior notice, at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and
unpaid interest thereon to, but excluding, the applicable
redemption date if the closing sale price of the Company's common
stock has exceeded 150% of the then effective conversion price for
at least 20 trading days in any consecutive 30-day trading period
ended on the trading day prior to the mailing of the notice of
redemption.

A full-text copy of the Third Supplement Indenture is available
for free at http://ResearchArchives.com/t/s?6b79

A full-text copy of the Underwriting Agreement is available for
free at http://ResearchArchives.com/t/s?6b7a

                   About Level 3 Communications

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

Fitch Ratings has issued its Recovery Rating review of the U.S. &
Canada Telecommunications and Cable sector.  This review includes
an analysis of valuation multiples, EBITDA discounts applied and
detailed recovery worksheets for issuers with a Fitch Issuer
Default Rating of 'B+' or lower in this sector.  The issuers
included in this report are:

  -- Cincinnati Bell, Inc.
  -- Level 3 Communications, Inc.
  -- Mediacom Communications Corp.

Recovery analysis is considered for all companies, but notching of
those with IDRs above 'B+' will continue to be heavily influenced
by broader historical recovery patterns.  For companies with an
IDR of 'B+' or below, explicit Recovery Ratings are assigned.


LODGENET INTERACTIVE: To Offer $435-Mil. Senior Notes Due 2016
--------------------------------------------------------------
LodgeNet Interactive Corporation said it intends to offer
$435 million aggregate principal amount of senior secured second
lien notes due 2016 and to enter into a commitment for a new first
lien revolving credit facility of up to $25 million.

The Notes will be offered in a private offering, subject to market
and other customary conditions.  The Company intends to use the
net proceeds from the offering to fully repay borrowings and to
terminate the commitments under the Company's existing credit
facilities, pay certain financing and swap breakage fees and for
general corporate purposes. Following the closing of the offering,
the Company also intends to enter into a new first lien revolving
credit facility of up to $25 million.  The principal purpose of
the transactions is to extend the maturity of the Company's
indebtedness and to provide the Company with greater flexibility
in executing its business plan.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company's balance sheet at June 30, 2010, showed
$466.45 million in total assets, $522.34 million in total
liabilities, and a stockholders' deficit of $55.89 million.

                          *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Standard & Poor's Ratings Services affirmed its ratings on Sioux
Falls, S.D.-based LodgeNet Interactive, including the 'B-'
corporate credit rating.  At the same time, S&P revised the rating
outlook to positive from stable.

Moody's Investors Service assigned a B3 rating to the proposed
$435 million senior secured second lien bonds of LodgeNet
Interactive Corporation and affirmed the B3 corporate family
rating.  LodgeNet intends to use proceeds primarily to repay the
existing term loan (approximately $400 million outstanding) and
fund fees and expenses, including swap breakage costs, with the
remainder available for general corporate purposes.

Standard & Poor's Ratings Services raised its corporate credit
rating on Sioux Falls, South Dakota-based LodgeNet Interactive
Corp. to 'B' from 'B-'.  The rating outlook is stable.


LWSSW LLC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: LWSSW, LLC
        5565 S. Decatur, Suite 101
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-27724

Chapter 11 Petition Date: September 19, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Gregory E. Garman, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-27724.pdf

The petition was signed by Jeffrey S. LaPour, manager.


MAJESTIC STAR: Targets December 16 Plan Confirmation
----------------------------------------------------
The Majestic Star Casino, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a proposed Plan of
Reorganization 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 contemplates that
the Debtors will retain and operate their gaming properties in the
ordinary course of business after emerging from Chapter 11.

The most significant components of the Plan are:

   -- the Debtors will retain and reorganize around their casino
      gaming properties in Gary, Indiana, Tunica, Mississippi, and
      Black Hawk, Colorado, subject, in the case of the Black
      Hawk, Colorado gaming property, to obtaining all
      governmental licenses, suitability determinations, and other
      approvals required for the property on or prior to 240 days
      following the Confirmation Date;

   -- each holder of an allowed senior secured credit facility
      claim will receive its pro rata share of (i) the new senior
      secured credit facility paydown amount and (ii) the new
      senior secured credit facility;

   -- each holder of an allowed senior secured notes indenture
      claim will receive its pro rata share of (i) the new senior
      secured notes and (ii) 65% of the new membership interests;
      and

   -- each holder of an allowed senior notes indenture claim will
      receive its pro rata share of 35% of the new membership
      interests.

As of the date the Debtors filed the Chapter 11 Cases, the Debtors
reported, on a consolidated basis, approximately $654.2 million in
aggregate funded debt, primarily consisting of the senior secured
credit facility, senior secured notes, senior notes, and discount
notes.

Under the Plan, the recovery for holders of the general unsecured
claims against the Debtors may be diluted and the ultimate amount
of allowed claims may not be finalized until after the effective
Date.

To date, 148 proofs of claim have been filed.  The asserted amount
of the claims is approximately $2.9 billion.  The Debtors have not
yet completed their claims reconciliation process and therefore
have not fully analyzed these filed proofs of claim.

The Debtors propose a December 6 voting deadline, and a
December 16 confirmation hearing.

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

The Debtors are represented by:

     Laura Davis Jones, Esq.
     James E. O'Neill, Esq.
     Timothy P. Cairns, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     919 North Market Street, 17th Floor
     Wilmington, DE 198999-8705
     Tel: (302) 652-4100
     Fax: (302) 652-4400

     James H.M. Sprayregen, Esq.
     Edward O. Sassower, Esq.
     Stephen E. Hessler, Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, NY 10022-4611
     Tel: (212) 446-4800
     Fax: (212) 446-4900

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

As reported in the Troubled Company Reporter on February 3, 2010,
The Majestic Star Casino disclosed $292,743,068 in assets and
$669,660,952 in liabilities.


MCMORAN EXPLORATION: S&P Gives Negative Outlook, Affirms B Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on McMoRan
Exploration Co. to negative from stable and affirmed the ratings,
including the 'B' corporate credit rating.  The rating actions
follow McMoRan's announcement that it plans to acquire Plains
Exploration & Production Co.'s shallow water Gulf of Mexico
properties in a transaction valued at about $818 million.

The ratings and outlook on Plains Exploration & Production Co. are
unaffected by the acquisition plan.  S&P could revisit its outlook
on Plains over the next several quarters if the company were to
moderate its use of debt financing to support growth.

McMoRan Exploration plans to acquire Plains Exploration &
Production Company's shallow-water Gulf of Mexico assets in a
transaction valued at $818 million.  McMoRan will issue 51 million
of common shares valued at roughly $743 million and also pay cash
of $75 million.  Pro forma for the close of the transaction PXP
will be McMoRan's largest shareholder at slightly more than 30%.
Completion of the transaction is subject to shareholder approval
at McMoRan, and regulatory and other customary approvals.  The
transaction is expected to be completed by year-end 2010.

Concurrent with the acquisition announcement, McMoRan announced
that it would raise $900 million in funds through private
placement of convertible securities, including $200 million 4%
convertible senior notes due 2017, and $700 million of 5.75%
cumulative convertible perpetual preferred stock.  The company
will use proceeds to prefund the large capital spending associated
with its acquired interest.

McMoRan Exploration engages in deep shelf and ultra deep shelf
exploration, a high-risk area of operation which is intensified by
this transaction as a result of a greater working interest
participation in these complex and expensive wells.  Although,
McMoRan already operates the majority of the properties it is
acquiring from PXP, its working interest will increase as a result
of this transaction, to more than 50% from about 20%-30%.  While
the transaction also includes a small amount of proved reserves,
estimated to be about 60 billion cubic feet (Bcfe) and some
production, roughly 45 million cubic feet equivalent (mcfe) per
day, the bulk of the transaction value hinges on successful
development of subsalt prospects, including Davy Jones and
Blackbeard West among others.

Although these prospects are in the shallow waters of the Gulf of
Mexico, the wells are highly complex and require significant
capital to drill, primarily due to their exceptional depth.
Drilling and completion costs are estimated to be approximately
$200 million per well.  Furthermore, wells at that depth, few of
which have been drilled in shallow waters, encounter higher
temperature and pressure which creates additional technological
complexities.  Finally, the ultimate recovery factor is uncertain.
Nonetheless, S&P does note that the upside potential is
considerable.  McMoRan estimates net unrisked reserves of more
than 14 trillion cubic feet equivalent compared with its current
reserve base of about 0.3 Tcfe.  Additionally, the company has
been successful with past exploration as evidenced by its Flatrock
field.

The negative outlook reflects the uncertainty surrounding the
ultimate timing and recovery factor of the company's prospects as
well as the larger amounts of capital being placed at risk as a
result of the PXP transaction.

S&P could lower the rating if the reserves and production do not
come on-line as S&P expects or if they are significantly delayed.
The risk in that situation would be a decline in the company's
cash flow at the same time that it would need to raise additional
capital to stem production declines.

S&P could revise the outlook to stable if production and reserves
come on-line in a timely manner and the company is able to
maintain adequate liquidity.


MERUELO MADDUX: Gets Order to Retract September 9 Press Release
---------------------------------------------------------------
On September 15, 2010, Judge Kathleen Thompson of the United
States Bankruptcy Court (Central District of California) ordered
Meruelo Maddux Properties, Inc. and Richard Meruelo, its Chairman
and Chief Executive Officer who is quoted in the release, to
retract the September 9, 2010 press release entitled "East West
Bank Hostile Takeover Plan of Meruelo Maddux Properties Rebuffed
by Bankruptcy Court" in its entirety.

The Bankruptcy Court found that the press release violated Section
1125 of the United States Bankruptcy Code as an improper plan
solicitation and contained substantial inaccuracies. MMPI and
Richard Meruelo, MMPI's Chairman and Chief Executive Officer who
was quoted in the press release, hereby retract the press release
in its entirety in compliance with the Bankruptcy Court's
decision.

The Bankruptcy Court is presently considering three proposed plans
of reorganization for MMPI.  Upon approval by the Court,
disclosure statements containing complete details of the plans
will be distributed to parties in interest.  Parties should
carefully read the disclosure statements and the plans in their
entirety prior to voting on the plans.  The deadline for parties
to submit their votes has not yet been set by the Bankruptcy
Court, but will be identified in the disclosure statements and
papers distributed with the disclosure statements.  Parties should
rely upon the approved disclosure statements when considering the
plans.

                     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 effort.  The Debtors' financial
condition as of December 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.


MESA AIR: Files Reorganization Plan; USAir to Get 10% of Stock
--------------------------------------------------------------
Mesa Air Group, Inc., and its affiliated debtors and debtors-in-
possession delivered to the U.S. Bankruptcy Court for the
Southern District of New York a Joint Plan of Reorganization and
a Disclosure Statement in support of the Joint Plan on
September 17, 2010.

The Plan provides for these terms:

    * The Plan effectuates a reorganization of the Debtors
      through the issuance of New Common Stock by the ultimate
      corporate parent, Reorganized Mesa Air Group, which, on
      the effective date of the Plan, will be deemed to own all
      of the ownership interests in the other Reorganized
      Debtors; New 8% Notes and U.S. Air Note issued by
      Reorganized Mesa Air Group; and New Warrants to acquire
      shares of the New Common Stock, and the preservation of
      the Debtors' business operations and going concern value.

      The Debtors will distribute (i) New Common Stock to
      holders of Allowed Class 3 Claims and Allowed Class 5
      Claims that are U.S. Citizens, and (ii) New Warrants to
      all holders of Allowed Class 3 Claims that are Non-U.S.
      Citizens.

    * Holders of Interests will neither receive nor retain any
      property under the Plan.

    * The Plan will be funded by way of the Debtors' cash on
      hand, revenues from ordinary course operations, and
      proceeds of asset sales.

    * There will be no substantive consolidation of the Debtors'
      Estates under the Plan.

    * As consideration for entry into the U.S. Airways Code-
      Share Tenth Amendment, U.S. Airways, Inc. will receive
      approximately 10% of the New Common Stock, and the
      Management Equity Pool will be reserved for distribution
      under the management/employee equity incentive plan that
      will be established by the Reorganized Board.

    * Pursuant to the Plan, each U.S.-Citizen holder of an
      Allowed General Unsecured Claim will be allocated its
      share of New Common Stock and the New 8% Notes.  Each non-
      U.S.-Citizen holder of an Allowed General Unsecured Claim
      will be allocated its share of New Warrants and the New 8%
      Notes.

    * There will be a separate convenience class comprising De
      Minimis Convenience Claims, which are general unsecured
      claims of $100,000 or less, and which will receive certain
      percentages in cash payment.  Other than Noteholders,
      unsecured creditors will be allowed to opt into the
      convenience claim class if desired.

    * All existing Interests in Mesa Air Group will be
      extinguished and the holders of the Interests will not
      receive or retain any property on account of the
      Interests.  Reorganized Mesa Air Group will be vested
      directly or indirectly with the Interests in the
      Reorganized Debtor Subsidiaries and the Liquidating
      Debtors.

    * Intercompany Claims will be taken into account in
      assessing the value of the applicable Debtors, but Holders
      of Intercompany Claims will not directly receive or retain
      any property on account of the Claims under the Plan.

    * All other senior Allowed Claims, including Administrative
      Claims, Priority Tax Claims, Priority Non-tax Claims, and
      Secured Claims, will be paid or otherwise satisfied
      pursuant to the terms of the Plan.

Full-text copies of the Plan and the Disclosure Statement,
including the liquidation analysis and financial projections, are
available at no charge at:

  http://bankrupt.com/misc/Mesa_Ch11Plan091710.pdf
  http://bankrupt.com/misc/Mesa_DisclosureStatement091710.pdf

The Financial Projections present information with respect to all
the Post-Effective Date Debtors on a consolidated basis.  The
Post-Effective Date Debtors' operations are to be funded after
the Effective Date from a combination of Cash on hand, proceeds
of ongoing operations, and asset dispositions.  According to
Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, the Financial Projections indicate that the
Reorganized Debtors will be able to make all distributions
required to be made on the Effective Date.

Based upon the Financial Projections, the Debtors believe that
they will be able to make all distributions and payments under
the Plan, and that confirmation of the Plan is not likely to be
followed by the Debtors' liquidation or need for further
restructuring.

The Debtors have prepared certain hypothetical Chapter 7
Liquidation Analysis to assist holders of Impaired Claims and
Interests to reach their determination as to whether to accept or
reject the Plan.

The Liquidation Analysis indicates the estimated values which may
be obtained by Classes of Claims and of Interests if the assets
of the Debtors are liquidated pursuant to Chapter 7, as an
alternative to the scenario proposed by the Plan.  The
Liquidation Analysis is provided solely to disclose the effects
of a hypothetical liquidation of the Debtors under Chapter 7 of
the Bankruptcy Code, subject to certain assumptions, Ms.
Grassgreen relates.

Underlying the analysis are a number of estimates and assumptions
that, although developed and considered reasonable by management
of the Debtors, are inherently subject to economic and business
uncertainties and contingencies beyond the control and knowledge
of the Debtors.  Accordingly, there can be no assurance that the
values assumed in the Chapter 7 Liquidation Analysis would be
realized, Ms. Grassgreen says.

In addition, any liquidation that would be undertaken would
necessarily take place in future circumstances, which cannot
currently be predicted.  While the liquidation analysis is
necessarily presented with numerical specificity, if the Debtors
were liquidated under Chapter 7, Ms. Grassgreen says that the
actual liquidation proceeds could vary, perhaps substantially,
from the amounts set forth in the liquidation analysis.

The Debtors' Financial Advisor and Investment Banker, Imperial
Capital, LLC, prepared valuation analyses of the Post-Effective
Date Debtors as of their assumed bankruptcy emergence date of
December 31, 2010.

Imperial estimates the value available for distribution to
general unsecured creditors -- Classes 3 and 5 under the Plan --
to be in the range of $69,200,000 to $224,100,000.  Pursuant to
the terms of the Plan, this distribution to general unsecured
creditors is composed of $50,000,000 of New 8% Notes, and
estimated equity value, net of equity allocated to management and
U.S. Airways pursuant to the Plan, of $19,200,000 to
$174,100,000.

According to its Valuation Analysis, Imperial estimates
enterprise value of the Post-Effective Date Debtors to be in the
range of $938,500,000 to $1,097,000,000.

Ms. Grassgreen notes that majority of the value resides in four
Debtors -- Mesa Air Group, Mesa Airlines, Nilchii, and MAGAIM.
Mesa Air Group's assets consist primarily of its $15,900,000 loan
to Nilchii and its equity interest in Nilchii.  Nilchii's assets
are its indirect interest in debt and equity securities of Spirit
Airlines, Inc.

As the value of the Spirit Airlines investments exceeds the
estimated allowed unsecured claims at Nilchii, the Individual
Estimated Value for Nilchii was capped at the estimated unsecured
claim level, and the remaining value was upstreamed to Mesa Air
Group, Ms. Grassgreen further notes.  Mesa Airlines' primary
assets are the value of its operating businesses and its net
operating losses.  MAGAIM's assets are rotable and expendable
parts inventory utilized by Mesa Airlines for the operation of
the fleet.

The Debtors believe that they, and their successors, are in the
best position to bring the greatest return to Creditors pursuant
to the Plan.

                     Other Plan Provisions

The Plan will be implemented on the Effective Date.

According to Ms. Grassgreen, as of the Effective Date, each
Debtor will, as a Reorganized Debtor or Liquidating Debtor, as
applicable, continue to maintain its separate legal existence for
all purposes under the Plan, with each Reorganized Debtor and
Liquidating Debtor, as applicable, retaining all the powers of a
legal entity under the applicable law.

The Liquidating Debtors are RHMC, Air Midwest, and Patar.

From and after the Effective Date, the Reorganized Debtors will
continue to engage in business, and the Liquidating Debtors will
continue to engage in business only to the extent reasonably
necessary to wind up their affairs in an orderly manner and make
the distributions under the Plan, or enter into certain
Alternative Transactions to the extent necessary for the purpose
of avoiding unnecessary costs and expenses associated with a
potential liquidation or as they deem appropriate for other
purposes so long as not otherwise inconsistent with the Plan.

However, the Reorganized Debtors may elect to forego any
liquidation of the Liquidating Debtors if they determine, in
their sole discretion before or after the Effective Date, that
costs and expenses associated with liquidation would outweigh the
benefits of maintaining the corporate existence of the
Liquidating debtors or entering into an Alternative Transaction.

The Debtors will assume the U.S. Airways Code-Share Agreement, as
modified by the U.S. Airways Tenth Amendment, and the United
Code-Share Agreement pursuant to Section 365 of the Bankruptcy
Code, effective as of the Effective Date.  The U.S. Airways Code-
Share Agreement will be assumed pursuant to a separate motion and
presented to the Court for approval in connection with the
confirmation of the Plan.

As part of their ongoing businesses, the Reorganized Debtors will
continue to operate their fleet of aircraft.

According to Ms. Grassgreen, on the Effective Date or as soon as
practicable, all Intercompany Claims will be reinstated in full
or in part or cancelled, discharged in full or in part or
contributed, distributed or otherwise transferred between and
among the Debtors in full or in part, in each case, to the extent
determined appropriate by the Post-Effective Date Debtors.

Each Reorganizing Debtor and Liquidating Debtor from and after
the Effective Date will be known as a Post-Effective Date Debtor.

The existing officers of Mesa Air Group will remain in their
existing positions.  The Key Employment Agreements and the
related guarantees will be deemed assumed, as amended, effective
as of the Effective Date.  The initial directors of Reorganized
Mesa Air Group will consist of a nine-member board, six of which
will be selected by the Official Committee of Unsecured Creditors
and the remaining three members will be selected by the Debtors.

The existing officers of the other Reorganized Debtors, other
than Mesa Air Group, will remain in their existing positions.

Each Reorganized Debtor and Liquidating Debtor will be vested on
the Effective Date with the particular Estate Assets belonging to
that Debtor before the Effective Date, including any Interests in
other Debtors.

As additional consideration to General Unsecured Creditors, the
Debtors waive the right to pursue Avoidance Actions pursuant to
Section 547 of the Bankruptcy Code.  Unless any Retained Claim or
Defense is expressly waived, relinquished, released, compromised,
or settled in the Plan or any final order, the Debtors and the
Reorganized Debtors expressly reserve all Causes of Action and
Defenses set forth in the Plan for later adjudication by the
Reorganized Debtors.

On the Effective Date, the Creditors' Committee will be dissolved
and the members of the Committee will be released and discharged
from any further authority, duties, responsibilities, liabilities
and obligations related to, arising from, the Chapter 11 cases,
except that the Committee will continue in existence.

On the Effective Date, a Post-Effective Date Committee will be
formed with its duties limited to the oversight of certain
actions of the Reorganized Debtors.

The Court will conduct a hearing to approve the Disclosure
Statement on October 26, 2010.

                        Treatment of Claims

The Debtors' Joint Plan of Reorganization presents a summary of
the treatment, on a consolidated basis, of Creditors and holders
of Interests of Mesa Air Group, Inc. and its affiliated debtors
and debtors-in-possession:

                     Estimated
                   Amount/Value  Estimated
Class               of Claims    Recovery        Treatment
-----             ------------  ---------        ---------
Administrative      $20,700,000     100%    Full payment
Claims

Priority Tax         $2,634,000     100%    Paid in full on the
Claims                                      Effective Date or
                                            over time

Class 1              de minimis     100%    Paid in full on the
Priority Non-Tax                            Effective Date, when
Claims                                      Allowed or as agreed

Class 2              $5,045,000     100%    Secured Tax Claims
Secured Claims                              will be (1) paid in
                                            Full on the Effective
                                            Date, when Allowed
                                            or as agreed or
                                            (2) receive deferred
                                            cash payments

Class 3          $2,047,898,000             Pro rata share of the
General                                     Restructured
Unsecured                                   Unsecured Equity and
Claims                                      New 8% Notes

Class 4              $8,225,000   0-100%    Cash equal to
De Minimis                                  distribution
Convenience                                 percentage
Claims

Class 5                              TBD    Pro rata share of
510(a) Subrogation                          the Restructured
Claims                                      Unsecured Equity or
                                            New 8% Notes

Class 6                     N/A       0%    All existing
Interests                                   Interests in Mesa Air
                                            Group will be deemed
                                            extinguished

The Class 1 Priority Non-Tax Claims, which are unimpaired and are
deemed to accept the Plan, have subclasses associated with
certain Debtors:

Class 1(a)     Mesa Air Group, Inc.
Class 1(b)     Mesa Air New York, Inc.
Class 1(c)     Mesa In-Flight, Inc.
Class 1(d)     Freedom Airlines, Inc.
Class 1(e)     Mesa Airlines, Inc.
Class 1(f)     MPD, Inc.
Class 1(g)     Regional Aircraft Services, Inc. (RASI)
Class 1(h)     Mesa Air Group - Airline Inventory Management,
                LLC (MAGAIM)
Class 1(i)     Nilchii, Inc.
Class 1(j)     Air Midwest, Inc.
Class 1(k)     Ritz Hotel Management Corp. (RHMC)
Class 1(l)     Patar, Inc.

The Class 2 Secured Claims, which are impaired and entitled to
vote on the Plan, have subclasses associated with certain
Debtors.  Each secured creditor is also identified in a separate
class:

Class 2(a)     Mesa Air Group
Class 2(b)     Mesa Air New York
Class 2(c)     Mesa In-Flight
Class 2(d)     Freedom
Class 2(e)     Mesa Airlines
Class 2(f)     MPD
Class 2(g)     RASI
Class 2(h)     MAGAIM
Class 2(i)     Nilchii
Class 2(j)     Air Midwest
Class 2(k)     RHMC
Class 2(l)     Patar

The Class 3 General Unsecured Claims, which are impaired and
entitled to vote on the Plan, have subclasses associated with
certain Debtors:

Class 3(a)     Mesa Air Group
Class 3(b)     Mesa Air New York
Class 3(c)     Mesa In-Flight
Class 3(d)     Freedom
Class 3(e)     Mesa Airlines
Class 3(f)     MPD
Class 3(g)     RASI
Class 3(h)     MAGAIM
Class 3(i)     Nilchii
Class 3(j)     Air Midwest
Class 3(k)     RHMC
Class 3(l)     Patar

The Class 4 De Minimis Convenience Claims, which are impaired and
entitled to vote on the Plan, have subclasses associated with
certain Debtors:

Class 4(a)     Mesa Air Group
Class 4(b)     Mesa Air New York
Class 4(c)     Mesa In-Flight
Class 4(d)     Freedom
Class 4(e)     Mesa Airlines
Class 4(f)     MPD
Class 4(g)     RASI
Class 4(h)     MAGAIM
Class 4(i)     Nilchii
Class 4(j)     Air Midwest
Class 4(k)     RHMC
Class 4(l)     Patar

The Class 5 Subrogation Claims, which are impaired and entitled
to vote on the Plan, have subclasses associated with certain
Debtors:

Class 5(a)     Mesa Air Group
Class 5(b)     Mesa Air New York

The Class 6 Interests, which are impaired and deemed to reject
the Plan, have subclasses associated with certain Debtors:

Class 6(a)     Mesa Air Group
Class 6(b)     Mesa Air New York
Class 6(c)     Mesa In-Flight
Class 6(d)     Freedom
Class 6(e)     Mesa Airlines
Class 6(f)     MPD
Class 6(g)     RASI
Class 6(h)     MAGAIM
Class 6(i)     Nilchii
Class 6(j)     Air Midwest
Class 6(k)     RHMC
Class 6(l)     Patar

The estimated recovery of Class 3 General Unsecured Claims are:

Class 3(a)     Mesa Air Group                           1.4%
Class 3(b)     Mesa Air New York                        100%
Class 3(c)     Mesa In-Flight                             0%
Class 3(d)     Freedom Airlines                         7.7%
Class 3(e)     Mesa Airlines                            2.4%
Class 3(f)     MPD                                      100%
Class 3(g)     RASI                                       0%
Class 3(h)     MAGAIM                                   100%
Class 3(i)     Nilchii                                  100%
Class 3(j)     Air Midwest                              3.6%
Class 3(k)     RHMC                                       0%
Class 3(l)     Patar                                      0%

The estimated recovery percentage for Class 4 De Minimis
Convenience Claims are:

Class 4(a)     Mesa Air Group                           1.4%
Class 4(b)     Mesa Air New York                        100%
Class 4(c)     Mesa In-Flight                             0%
Class 4(d)     Freedom Airlines                         7.7%
Class 4(e)     Mesa Airlines                            2.4%
Class 4(f)     MPD                                      100%
Class 4(g)     RASI                                       0%
Class 4(h)     MAGAIM                                   100%
Class 4(i)     Nilchii                                  100%
Class 4(j)     Air Midwest                              3.6%
Class 4(k)     RHMC                                       0%
Class 4(l)     Patar                                      0%

The Debtors are currently reviewing the 510(a) Subrogation Claims
and do not have an estimated for these claims, Ms. Greengrass
says.

Ms. Grassgreen notes that actual Claims and Distributions to
holders of Allowed Claims will vary depending upon the outcome of
objections to Claims and the collection and liquidation of
Proceeds.

             December 15 Confirmation Hearing Targeted

The Debtors ask the Court to approve the Disclosure Statement, as
may be updated, supplemented, amended or otherwise modified,
explaining their Joint Plan of Reorganization.

The Debtors have worked extensively with the Official Committee
of Unsecured Creditors on the Disclosure Statement and the Plan,
according to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York.  As part of these discussions, the
Creditors' Committee requested certain changes to the Disclosure
Statement and Plan, to which the Debtors agreed, Ms. Grassgreen
relates.

The Debtors also ask the Court to approve materials and procedures
for the solicitation and tabulation of votes relating to the Plan
of Reorganization.  The Debtors also seek approval of the forms of
ballots; and procedures for distributing solicitation packages,
voting on the Plan and tabulating votes.

The Debtors ask the Court to set October 26, 2010, as the record
date for purposes of determining which creditors are entitled to
vote on the Plan and which non-voting creditors and interest
holders are entitled to receive certain informational materials.

In order to be counted, Ballots must be properly completed,
signed and returned so that they are actually received no later
than 4:00 p.m., Eastern Time, on December 2, 2010, the voting
deadline, by the Solicitation Agent, Epiq bankruptcy Solutions,
LLC.

Ballots must be sent to:

    -- by U.S. Mail to:

          Mesa Air Group, Inc. Ballot Processing
          c/o Epiq Bankruptcy Solutions, LLC
          P.O. Box 5014
          FDR Station, New York

    -- by courier or hand delivery to:

          Mesa Air Group, Inc. Ballot Processing
          Epiq Bankruptcy Solutions, LLC
          757 Third Avenue, 3rd Floor
          New York

Only holders of claims in classes of claims that are impaired are
entitled to vote to accept or reject a proposed plan.  Classes of
claims in which the holders are unimpaired are deemed to have
accepted a plan and are not entitled to vote to accept or reject
a plan.  Under the Plan, Administrative Claims and Priority Tax
Claims are unclassified and are not entitled to vote, Debra I.
Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, notes.

Class 1 is unimpaired and is deemed to have accepted the Plan.
Classes 2, 3,4 and 5 are impaired under the Plan and are entitled
to vote to accept or reject the Plan.  Class 6 is impaired under
the Plan and is presumed to reject the Plan.

Objections to confirmation of the Plan or proposed modifications
of the Plan, if any, must (i) be in writing, (ii) conform to the
Bankruptcy Rules and the Local Rules, (iii) state the name and
address of the objecting party and the amount and nature of the
party's claim or interest, (iv) state with particularity the
basis and nature of any objection to the Plan, and (v) be filed,
together with proof of service, with the Court electronically in
accordance with the Court's January 15, 2010 Case Management
Order and served on certain parties, in each case so as to be
actually received on or before 4:00 p.m., Eastern Time, on
December 2, 2010.

Any replies will be due on or before 12:00 noon, Eastern Time, on
December 10, 2010.

The Debtors also ask the Court to set a hearing on the
confirmation of the Plan at 10:00 a.m., Eastern Time, on
December 15, 2010.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA OIL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Mesa Oil, Inc.
          dba Mesa Environmental
        7239 Bradburn Street
        Westminster, CO 80030

Bankruptcy Case No.: 10-33755

Chapter 11 Petition Date: September 18, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Robert Padjen, Esq.
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3173
                  E-mail: rp@jlrplaw.com

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

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

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

The petition was signed by Lawrence Meers, president


MOHEGAN TRIBAL: Moody's Reviews 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed Mohegan Tribal Gaming Authority's
ratings on review for possible downgrade in response to increasing
concerns regarding MTGA's ability to reduce its high leverage and
improve its debt maturity profile.

Ratings placed on review for possible downgrade:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3
  -- 11.5% senior secured second lien notes due 2017 at B1
  -- 6.125% senior unsecured notes due 2013 at B2
  -- 8.375% senior subordinated notes due 2011 at Caa2
  -- 8.0% senior subordinated notes due 2012 at Caa2
  -- 7.125% senior subordinated notes due 2014 at Caa2
  -- 6.875% senior subordinated notes due 2015 at Caa2

"Despite MTGA's September 14, 2010 announcement that it plans to
reduce its operating expenses by eliminating approximately 475
positions at Mohegan Sun Casino, Moody's remain concerned that
without some type of deleveraging event, MTGA may find it
difficult to reduce its high leverage in time to refinance
outstanding maturities on less-than-onerous terms, " stated Keith
Foley a Senior Vice President at Moody's.

MTGA has announced plans to begin pursuing debt refinancing in
the next few months.  However, if the company is not able to
refinance by March 2011 -- only 6 months from now -- its
$675 million revolver ($527 million outstanding at June 30, 2010)
will be become current.  The same holds true for the company's
$250 million 8% senior subordinated notes due April 1, 2012 to the
extent these notes are not refinanced by April 1, 2011.  Combined,
MTGA's outstanding revolver and 8% senior subordinated notes
account for about 50% of the company's total debt outstanding.

Moody's review will focus on MTGA's ability to improve its near-
term and long-term financial flexibility in light of key
challenges faced by the company.  These challenges include: (1)
the company's need to address its 2012 debt maturities; (2)
limited near-term growth prospects for Mohegan Sun Casino; (3) the
likely continuation of weak consumer gaming demand trends in the
Northeastern U.S.; and (4) the possibility of gaming in
Massachusetts.

Moody's previous rating action on MTGA occurred on October 27,
2009, when Moody's revised the company's outlook to stable from
negative.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs.  MTGA generates annual net revenues of about
$1.4 billion.


MOUNTAIN PROVINCE: Adopts New Shareholder Rights Plan
-----------------------------------------------------
Mountain Province Diamonds Inc. announced on September 9, 2010,
that it has entered into a new shareholder rights plan to
update its existing plan, subject to all necessary regulatory and
shareholder reconfirmation.  The Plan is designed to ensure that
the Company's shareholders are treated fairly in the event of a
take-over bid for the Company's common shares and that the
Company's Board of Directors and shareholders will have
adequate time to evaluate any unsolicited take-over bid and, if
appropriate, to evaluate and pursue other alternatives to maximize
shareholder value.

The Plan was not adopted in response to any actual or threatened
take-over bid or other proposal from a third party to acquire
control of the Company.

The Plan is effective as of September 9, 2010, subject to the
approval of the Toronto Stock Exchange for which application
has been made.  In accordance with the requirements of the Toronto
Stock Exchange, the Company's shareholders will be asked to
confirm the Plan at the annual general and special meeting of
shareholders to be held on November 18, 2010.  If approved by
shareholders, the Plan will be in effect until the sixth
anniversary of the Effective Date, but must be reconfirmed by
shareholders at the 2013 annual general meeting.

At the close of business on the Effective Date, one right will be
issued and attached to each common share of the Company
outstanding at that time.  A Right will also attach to each common
share of the Company issued after the Effective Date.  If
shareholders do not confirm the Plan at the upcoming general
meeting, the Plan and the Rights will terminate and cease to
be effective.

The Plan is similar to shareholder rights plans recently adopted
by several other Canadian companies.  The Plan is not intended to
block take-over bids.  The Plan includes "Permitted Bid"
provisions which will prevent the dilutive effects of the Plan
from operating if a take-over bid is made by way of a take-over
bid circular that, among other things, remains open for a
minimum of 60 days and is accepted by a specified proportion of
the common shares held by independent shareholders.  The Plan will
be triggered by an acquisition, other than pursuant to a Permitted
Bid, of 20% or more of the outstanding common shares of the
Company or the commencement of a take-over bid that is not a
Permitted Bid.

                     About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet as of June 30, 2010, showed
C$95.8 million in total assets, C$13.9 million in total
liabilities, and stockholders' equity of $81.9 million.

                          *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MOUNTAIN PROVINCE: Incurs C$481,200 Net Loss in June 30 Quarter
---------------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of C$481,236
for the three months ended June 30, 2010, compared with a net loss
of C$241,264 for the same period last year.

Since inception, the Company's capital resources have been
limited.  The Company has had to rely upon the sale of equity
securities to fund property acquisitions, exploration, capital
investments and administrative expenses, among other things.

The Company reported working capital of C$12.4 million at June 30,
2010 (C$8.3 million as at December 31, 2009), and cash and cash
equivalents and short-term investment of C$15.7 million
(C$9.9 million at December 31, 2009).

The Company's balance sheet as of June 30, 2010, showed
C$95.8 million in total assets, C$13.9 million in total
liabilities, and stockholders' equity of $81.9 million.

"The Company's ability to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities is dependent on the discovery of economically
recoverable mineral reserves, the ability of the Company to obtain
necessary financing to fund its operations, and the future
production or proceeds from developed properties.  The Company
continues to investigate various sources of additional liquidity
to increase the cash balances required for ongoing operations over
the foreseeable future.  These additional sources include, but are
not limited to, share offerings, private placements, credit
facilities, and debt, as well as exercises of outstanding options
and warrants.  However, there is no certainty that the Company
will be able to obtain financing from any of those sources.  As a
result, there is substantial doubt as to the Company's ability to
continue as a going concern."

A full-text copy of the interim consolidated financial statements
for the period ended ended June 30, 2010, is available for free
at http://researcharchives.com/t/s?6b70

A full-text copy of the Management's Discussion and analysis for
the period ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?6b71

                     About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.


MOUNTAIN PROVINCE: Says Gahcho Kue Project is Economically Viable
-----------------------------------------------------------------
Mountain Province Diamonds Inc. has announced the receipt of the
final draft of an independent feasibility study on the Gahcho Kue
diamond project located in Canada's Northwest Territories.  JDS
Energy and Mining Inc. led and prepared the Study, which has
been presented to the Gahcho Kue Joint Venture partners, Mountain
Province (49%) and De Beers Canada Inc. (51%).

The Study is currently the subject of a detailed internal review
by the JV partners, which may take up to 90 days, and pursuant to
such review is subject to revision and clarification.  The final
results may change from those presented in the Study.  Pending the
release of the final results, Mountain Province announced the
following preliminary results:

  -- IRR exceeds the minimum 15% required under the Joint Venture
     agreement to support a decision to develop Gahcho Kue; Base
     Case operating mine life of 11 years based on an average
     annual production of approximately 4.5 million carats;

  -- Initial Capital Cost range C$550M to C$650M (inclusive of
     contingencies, but subject to the owner's final review
     process and consideration of any necessary changes); and

  -- Cash Operating Cost range C$48 to C$60 per tonne (subject to
     the owner's final review process and consideration of any
     necessary changes or provision for appropriate
     contingencies).

Commenting, Mountain Province CEO Patrick Evans said: "Mountain
Province believes that the Study delivers an economically viable,
technically credible and environmentally sound, development plan
for the Gahcho Kue project.  Ourfocus now shifts to completion of
the Gahcho Kue environmental impact assessment, which will be
filed with the Mackenzie Valley Environmental Review
Board prior to the end of the year."

Located in Canada's Northwest Territories, Gahcho Kue is the
largest new diamond project under development globally.  The
project consists of a cluster of kimberlites, three of which have
an indicated resource of approximately 30.2 million tonnes grading
at 1.67 carats per tonne (approximately 50.5 million carats) and
an inferred resource of approximately 6 million tonnes grading at
1.73 carats per tonne (approximately 10.3 million carats).
Mineral resources that are not mineral reserves do not have
demonstrated economic viability.

                     About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet as of June 30, 2010, showed
C$95.8 million in total assets, C$13.9 million in total
liabilities, and stockholders' equity of $81.9 million.

                          *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


NEXMED INC: Announces Name Change to Apricus Biosciences
--------------------------------------------------------
On September 10, 2010, Apricus Biosciences, Inc., formerly NexMed,
Inc., filed with the Nevada Secretary of State a Certificate of
Amendment to its Articles of Incorporation for the purpose of
changing the Company's name from NexMed, Inc. to Apricus
Biosciences, Inc.  The name change was approved at a special
meeting of stockholders held on September 10, 2010.  Also on
September 10, 2010, the Company amended and restated its bylaws
for the purpose of reflecting the name change.

The Company expects the trading symbol for its common stock, which
is currently listed on the NASDAQ Capital Market, to change from
NEXM to APRI.

A full-text copy of the Certificate of Amendment is available for
free at http://researcharchives.com/t/s?6b73

A full-text copy of the Amended and Restated Bylaws is available
for free at http://researcharchives.com/t/s?6b74

                        About NexMed, Inc.

San Diego, Calif.-based NexMed, Inc. has operated in the
pharmaceutical industry since 1995, focusing on research and
development in the area of drug delivery.  The Company's
proprietary drug delivery technology is called NexACT(R).

The Company's balance sheet as of June 30, 2010, showed
$24.48 million in total assets, $7.37 million in total
liabilities, and a stockholders' equity of $17.11 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Amper, Politziner & Mattia, LLP, in Edison, N.J., 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 and
negative cash flows from operations and expects to incur future
losses.  In addition, the Company has substantial notes payable
and other obligations that mature within the next 12 months.


OTC HOLDINGS: American Safety Must Pay $2.5M Over IP Suit
-------------------------------------------------------------
Bankruptcy Law360 reports that American Safety Indemnity Co. will
have to shell out more than $2.5 million following a federal
judge's ruling that it breached a duty to defend Oriental Trading
Co. in a 2003 trade secrets suit.

Judge Laurie Smith Camp of the U.S. District Court for the
District of Nebraska granted summary judgment to Oriental Trading
on Friday, according to Law360.

Separately, Bankruptcy Law360 reports that a federal judge on
Monday approved $40 million in debtor-in-possession financing for
Oriental Trading after the debtor quelled second-lien lenders'
fears that the financing arrangement would lead to the cram-down
of a reorganization plan that would leave the junior lenders
little, if any, recovery.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the financing upon receiving
confirmation of an agreement between Oriental and its prepetition
lenders.

                       About OTC Holdings

Operating company Oriental Trading Co. is a direct marketer of
home decor products, toys, and novelties.  An affiliate of The
Carlyle Group purchased 68% of OTC in July 2006 from private-
equity investor Brentwood Associates, which continues to own about
24 percent of the equity.

Omaha, Nebraska-based OTC Holdings Corporation filed for Chapter
11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-
12636).  Affiliates OTC Investors Corporation (Bankr. D. Del. Case
No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del. Case
No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No. 10-
12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del. Case
No. 10-12640), filed separate Chapter 11 petitions on August 25,
2010.  The Debtors disclosed $463 million in total assets and
$757 million in total liabilities as of the Petition Date.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, assist the Debtors in their restructuring efforts.
Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' local counsel.  Jefferies
& Company, Inc., is the Debtors' financial advisor.  Protiviti,
Inc., is the Debtors' restructuring consultant.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.


PARK AVENUE: U.S. Insurance Trustee Can't Sue in Tenn. Ct.
----------------------------------------------------------
Richard P. Jahn, Jr., the chapter 7 trustee for U.S. Insurance
Group, LLC, sued Bedford Consulting Group, LLC, to avoid and
recover $6.5 million in fraudulent transfers.  In May 2010, the
trustee amended complaint to include two new defendants: Charles
J. Antonucci, Sr., and The Park Avenue Bank through its receiver,
the Federal Deposit Insurance Corp.

According to the amended complaint, Mr. Antonucci owned a
controlling interest in Bedford and he was also President, CEO,
and a director of The Park Avenue Bank at the times of the
transfers.  The complaint alleges that Bedford and Mr. Antonucci,
through "false and misleading representations," obtained authority
over the debtor's account at the bank and used that authority to
effectuate transfers from the debtor to Bedford.  Once Bedford had
possession, those funds were further transferred to Mr.
Antonucci's personal account and then transferred back to The Park
Avenue Bank under the guise of a "capital contribution."

Between the filing of the original and amended complaints, the New
York State Banking Department closed The Park Avenue Bank and the
FDIC was appointed receiver.  In compliance with the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989, the
trustee filed a claim against the bank with the FDIC, but that
claim was disallowed on June 17, 2010.  The FDIC filed a motion to
dismiss the trustee's suit against The Park Avenue Bank, arguing
that the U.S. Insurance court has no subject matter jurisdiction
to hear the trustee's action against the FDIC as receiver for the
bank.  Rather, the FDIC argues that the trustee's only option
under FIRREA is to file a lawsuit against the FDIC as receiver for
the bank in federal court, either in the district of the bank's
principal place of business, which would be in New York, or in the
district court in the District of Columbia.  The trustee contests
the motion to dismiss but has also filed suit in the District of
Columbia in an effort to obtain judicial review in the event the
court agrees with the FDIC and grants the motion to dismiss.

In a memorandum opinion dated September 9, 2010, Judge John C.
Cook noted that the trustee's action against The Park Avenue Bank
through its receiver the FDIC was not commenced until the filing
of the amended complaint.  Therefore, as a post-receivership suit,
the action is barred by 12 U.S.C. Sec. 1821(d)(13)(D).  Judge Cook
granted the FDIC's motion to dismiss for lack of subject matter
jurisdiction against that defendant.  The trustee may continue
pursuing its action against the FDIC as receiver for The Park
Avenue Bank in the district court for the District of Columbia
pursuant to Section 1821(d)(6)(A).

The case is Richard P. Jahn, Jr. v. Bedford Consulting Group, LLC;
Charles J. Antonucci, Sr.; and The Park Avenue Bank, by the
Federal Deposit Insurance Corporation, Receiver for The Park
Avenue Bank, Adv. No. 09-1174 (Bankr. E.D. Tenn., September 9,
2010), and a copy of the Court's memorandum is available for free
at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100909576

Based in Chattanooga, Tennessee, U.S. Insurance Group, LLC, dba
U.S. Transportation Insurance Agency, LLC, filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 09-12487) on
April 22, 2009.  Judge R. Thomas Stinnett presides over the case.
Thomas E. Ray, Esq., at Samples, Jennings, Ray & Clem served as
bankruptcy counsel.  The Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in debts.  The
case was converted to chapter 7 on June 18, 2009, and Richard P.
Jahn, Jr. was appointed the chapter 7 trustee.

The Park Avenue Bank was closed March 12, 2010, by the New York
State Banking Department, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Valley
National Bank, Wayne, New Jersey, to assume all of the deposits of
The Park Avenue Bank.


PATIENT SAFETY: Signs Building Lease with Olen Commercial
---------------------------------------------------------
Patient Safety Technologies Inc. entered into an Office Building
Lease with Olen Commercial Realty Corp., a Nevada corporation on
Sept. 15, 2010, commencing Sept, 20, 2010, to lease the premises
located at 2 Venture, Irvine, California for use as the Company's
principal headquarters.

The term of the Agreement commences on the Effective Date and
expires on midnight of December 19, 2013, with an option to extend
the Term of the Agreement for one additional year.  The Company
will pay an initial base rent of $5,610 per month in monthly
installments.  The initial base rent will be adjusted to:

   a) $5,778.30 for the period of September 20, 2011 through
      September 19, 2012,

   b) $5,951.65 for the period of September 20, 2012 through
      September 19, 2013, and

   c) $6,130.20 for the period of September 20, 2013 through
      December 19, 2013. The Landlord has agreed to a rental
      abatement for the months of October, November and December
      2010 of the Term, subject to the Company remaining in
      compliance with the Agreement.

As compared to the monthly payments made under the Company's lease
agreement for its previous principal headquarters in Temecula,
California, which expires in December of 2010, the monthly
payments made under the Agreement represent a substantial
reduction in required monthly rental payments.

A full-text copy of the Agreement is available for free
at http://ResearchArchives.com/t/s?6b76

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at March 31, 2010, showed
$10.1 million in total assets and $15.3 million in total
liabilities, for a $5.1 million total stockholders' deficit.


PHILADELPHIA NEWSPAPERS: Reporters Want to Observe Auction
----------------------------------------------------------
Philadelphia Inquirer reporter Christopher Hepp and Daily News
scribe Michael Hinkelman said they should be allowed to witness
the newspapers' auction slated for Thursday.

"Bankruptcy proceedings, like civil trials, are presumptively open
to the public and the press," attorneys for Messrs. Hepp and
Hinkelman said in court papers filed Tuesday evening, according to
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review.

According to DBR, Messrs. Hepp and Hinkelman argued that
exceptions to the rule are usually granted when there are
"substantial personal, commercial or governmental interests not
presented here."

According to DBR, the filing was authored by an attorney from
Dilworth Paxson LLP, a firm that's certainly no stranger to the
newspapers' bankruptcy proceedings. Dilworth Paxson attorney
Lawrence McMichael led Philadelphia Newspapers through its initial
attempts to conduct an auction last year, though attorney Mark
Thomas of Proskauer Rose has recently taken the reins during court
hearings.

As reported by the Troubled Company Reporter on September 20,
2010, Judge Stephen Raslavich barred members of the media from
attending the auction.  He said crowding the courtroom with
reporters could be "disruptive" and potentially delay the bidding.
"It could lead to just pandemonium," Judge Raslavich said at a
court hearing on September 16.

As reported by the TCR on September 15, Steven Church and Dawn
McCarty at Bloomberg News said a deal to sell the Philadelphia
Newspapers' newspaper business fell apart, prompting the Debtor to
organize a new auction.

"We will have another auction," Judge Raslavich said September 14,
according to Bloomberg.  "The auction will be all cash, as is,
where is, and it contemplates a rapid closing."

According to Bloomberg, lenders backed out of a contract to buy
Philadelphia Newspapers.  The sale failed after the Teamsters
Union voted down a proposal to replace their pension with a new
retirement plan, John P. Laigaie, head of union Local 628 said in
an interview.

J. Gregory Milmoe, a lawyer for Raymond Perelman, father of
billionaire Ronald Perelman, said in an interview that his client
is still interested in buying Philadelphia Newspapers, according
to the Bloomberg report.

                         Botched Sale

Philadelphia Media Network, a collection of 16 financial
institutions that hold majority of the secured debt of the Debtor,
won an auction in April for Philadelphia Newspapers' assets with
its $139 million offer.  The deal includes:

  $39.2 million in debt; and
  $69 million in cash equity, plus
  $30 million, as the estimated value for the purposes of the
      bankruptcy auction, of the Company's real estate

The reorganized company was to be led by publisher and Chief
Executive Greg Osberg, a former president and publisher of
Newsweek, and chief operating chief Bob Hall, who was once
publisher of the Inquirer and Daily News.  Bruce Meier, an
executive with restructuring firm Alvarez & Marsal, who had served
as a consultant for Philadelphia Newspapers, was to serve as its
chief financial officer.

As reported by the TCR, three groups vied for the Company in the
April auction:

     (A) Local investor group that includes philanthropist David
         Haas, home builder Bruce Toll, insurance company owner
         William Graham, the Carpenters Union pension fund, and
         Raymond G. Perelman and his son, Ronald O. Perelman.  The
         group had the backing of Brian P. Tierney, chief
         executive officer of Philadelphia Newspapers.

     (B) Senior lender group, consisting of Angelo, Gordon & Co.,
         Credit Suisse, Halbis Distressed Opportunities Master
         Fund Ltd., McDonnell Investment Management L.L.C., Venor
         Capital Master Fund L.L.C., and Alden Global Capital.

     (C) Stern Partners Inc., a Vancouver, British Columbia,
         company that owns two Canadian daily newspapers and an
         array of other ventures.

                About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PIETRONILLA FICO: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pietronilla Fico
        97 Franklin Street
        Reading, MA 01867

Bankruptcy Case No.: 10-20129

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Richard N. Gottlieb, Esq.
                  LAW OFFICES OF RICHARD N. GOTTLIEB
                  Eleven Beacon Street, Suite 625
                  Boston, MA 02108
                  Tel: (617) 742-4491
                  E-mail: rnglaw@verizon.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-20129.pdf


PITCAIRN PROPERTIES: Blum Named New Chair to Resolve Dispute
------------------------------------------------------------
Pitcairn Properties Holdings Inc. has reached a settlement with
preferred shareholder PPH Investments LLC to resolve their
disputes in the Delaware Court of Chancery and the U.S. Bankruptcy
Court for the District of Delaware.

Dow Jones' DBR Small Cap reports that Pitcairn Properties and PPH
Investments said Monday in a joint statement that they reached an
"amicable resolution" of a lawsuit over redemption payments and
dividends owed to PPH Investments, a fight that later led to
Pitcairn's Chapter 11 bankruptcy filing.  The report relates that
the bankruptcy case had been quickly dismissed in a ruling that
Pitcairn then appealed.  Under the settlement Pitcairn will drop
its appeal, the report says.

Dow Jones' says that the settlement makes PPH Investments' Eric
Blum, also the leader of Philadelphia investment management firm
ELB Capital Management, the new chairman of Pitcairn's board of
directors.  "I am pleased we were able to amicably resolve our
differences," Mr. Blum said in the emailed statement obtained by
the news agency.

                    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.


POINT BLANK: Wins Oct. 12 Extension of Plan Proposal Period
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Judge Peter J. Walsh of the
U.S. Bankruptcy Court in Wilmington, Del. has granted Point Blank
Solutions Inc. an extension through Oct. 12 of the exclusive
period to propose a Chapter 11 plan as it works to sell its
assets.

According to Dow Jones' Judge Walsh also gave the Company until
Dec. 10 to solicit creditor support for its Chapter 11 plan.

Point Blank had asked for an extension through Dec. 13 to file its
Chapter 11 plan.  The Company said its sale process is "well
underway" and it had already received "indications of interest"
from two potential buyers, the report notes.  The Company added
that sale materials have been sent to potential purchasers, and,
as of Aug. 11, Point Blank had signed 60 nondisclosure agreements
with potential bidders.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, Florida and Jacksboro, Tennessee.

Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-
11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.


POSTMEDIA NETWORK: Provides Update on Distribution of Shares
------------------------------------------------------------
Postmedia Network Canada Corp. confirmed that it intends to apply
to list its Voting Shares and Variable Voting Shares on the
Toronto Stock Exchange sometime before August 1, 2011, in
compliance with the rules relating to its newspaper status, and
that its board of directors continues to monitor the state of the
financial markets and other factors in order to determine the most
appropriate timing for the listing.  The Company further stated
that it will issue a public announcement when that determination
is made.

The Company also provided an update on the distribution of its
shares as part of Canwest Limited Partnership's Companies'
Creditors Arrangement Act proceeding.  In connection with the
resolution of claims under the CCAA proceeding and related
transactions, the Company issued approximately 40 million shares
to affected creditors and equity investors.  As of September 13,
2010, the Company had approximately 3,757,765 Voting Shares
outstanding and approximately 36,636,391 Variable Voting Shares
outstanding, including approximately 3.3 million shares held
indirectly by FTI Consulting Canada Inc., the monitor under
Canwest Limited Partnership's CCAA proceeding.  The shares held by
the monitor are to be distributed in connection with the
satisfaction of unresolved claims by no later than December 31,
2010.  The balance of the shares held by the monitor after
resolution of the unresolved claims will be distributed to all
creditors receiving shares under the plan of arrangement on a pro
rata basis.

                   About Postmedia Network

Postmedia Network Canada Corp. is the holding company that owns
Postmedia Network Inc. Postmedia Network Inc. is Canada's largest
publisher of paid English-language daily newspapers.  Reaching
millions of Canadians every week through its daily and community
newspapers, magazines and online properties, Postmedia Network
engages readers and offers advertisers and marketers unlimited
opportunities to reach their target audiences in unique and
integrated ways.


PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed Irvington,
N.Y.-based Prestige Brands Inc.'s 'B+' corporate credit rating and
S&P's 'BB' issue-level secured debt rating.  The outlook is
stable.

At the same time, S&P placed its 'B+' issue-level rating on the
company's $150 million senior unsecured notes due 2018 on
CreditWatch with negative implications, reflecting its expectation
that recovery prospects could weaken following the primarily debt-
financed acquisition of Blacksmith Brands, a portfolio company of
owned "over-the-counter" consumer product brands, including
Efferdent, PediaCare, and Luden's.  S&P expects the transaction to
close in the fourth calendar quarter of 2010.  The existing
recovery rating of '3' on these notes indicates S&P's expectation
for meaningful (50%-70%) recovery in the event of a payment
default.  The company has indicated that it plans to fund the
transaction through a combination of cash on hand and incremental
debt, which could result in a revision of the recovery rating to
'5' if the company adds a meaningful amount of secured debt, which
could disadvantage unsecured noteholders.  However, specific
financing details have not yet been disclosed.

As of June 30, 2010, the company had about $300 million of
reported debt outstanding.

"The CreditWatch listing on the company's unsecured notes is based
on S&P's expectation that recovery prospects for senior unsecured
lenders could weaken following the transaction," said Standard &
Poor's credit analyst Mark Salierno.  The affirmation of the 'B+'
corporate credit rating and the stable outlook reflects S&P's view
that operating performance and credit measures will remain in line
with S&P's expectations, and that the company will maintain
sufficient cushion under its financial covenants following the
transaction.  S&P estimates pro forma lease- and pension-adjusted
total debt to EBITDA to be approximately 3.5x, compared to current
leverage (through the 12 months ended June 30, 2010) of about
3.0x.


RENACIMIENTO LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Renacimiento, LLC
        712 S. Walton Walker Blvd., Suite 14-A
        Dallas, TX 75211

Bankruptcy Case No.: 10-36551

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

Scheduled Assets: $1,517,000

Scheduled Debts: $3,071,387

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-36551.pdf

The petition was signed by Heriberto Puente, manager.


ROADHOUSE FINANCING: Moody's Puts B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to Roadhouse
Financing Inc. (Roadhouse, merger sub).  At the same time, Moody's
assigned a B2 rating to the proposed $335 million 2nd lien senior
secured notes due 2017.  The rating outlook is negative.  It is
Moody's understanding that at the close of the transaction,
Roadhouse Finance Inc. will merge into Logan's Roadhouse, Inc.
(Newco -- Logan's) as the surviving entity of such transaction.
The rating has been assigned subject to the completion of the
proposed acquisition and the review of the executed documentation.

These ratings were assigned:

* Roadhouse Financing Inc.

  -- Corporate family rating at B2;
  -- Probability-of-default rating at B2;
  -- $355 million senior secured notes due 2017 at B2 (LGD4, 50%);

Rating outlook: negative

All of the existing ratings of Logan's Roadhouse Inc. (Oldco --
Logan's), including its B2 corporate family rating and B2
probability of default rating, are unchanged and remain under
review for possible downgrade.  The review was initiated on
August 31, 2010.  Moody's expects to conclude review and withdraw
all Oldco's ratings upon closing of the transaction.

Ratings Rationale

The proceeds from the issuance, along with cash equity from new
owners and management and existing cash balance will be used to
finance a planned acquisition by an affiliate of Kelso & Company
(Kelso) from its current owners for a total consideration of
approximately $585 million.

The proposed debt structure will be primarily comprised of a
$30 million 1st lien senior secured revolving credit facility (not
rated by Moody's) and the $355 million 2nd lien sr. secured notes.

The assigned B2 CFR reflects Logan's high leverage, yet the
demonstrated relatively resilient operating performance in the
past year under a challenging operating environment and Moody's
expectation that its revenue and operating profit will continue to
grow as industry condition stabilizes in the medium term.  Moody's
believes that Logan's Roadhouse outperformed its casual dining
peers in terms of same store sales (SSS) growth and guest traffic
over the past two years, in part due to strong appeal for value
proposition in a recessionary economy.  Despite the increase in
financial leverage as a result of LBO, the B2 reflects Moody's
view that the leverage as measured by debt/EBITDA would gradually
decrease to below 6.0x over the next 12-18 months, mainly driven
by EBITDA growth due to continued store expansion and organic
revenue growth as SSS revert to positive.  Deleveraging could also
come from debt reduction as the bond indenture would allow modest
optional redemption with excess free cash flow.  However, Moody's
expects free cash flow generation would be very modest in the
first few years as Logan's will likely focus on opening new
restaurants, which will require significant amount of capital.
Proforma adjusted debt/EBITDA (based on May 2010 results and
incorporating Moody's analytic adjustments) would be approximately
6.2x.

The B2 rating also incorporates Logan's modest scale and notable
regional geographic concentration as compared to other much bigger
competitors in the casual dining steakhouse or bar and grill
segments of the restaurant industry.  In addition, its menu item
with a high focus on beef, might expose the company with beef-
related food safety risk and commodity pricing volatilities. In
our opinion, Logan's primarily company-owned business model makes
its operating results more susceptible to fluctuations in
commodity and operating costs, and execution risk associated with
capital spending.

Favorably, the B2 CFR considers management's ability to sustain a
relatively stable profitability through the economic downturn by
effectively controlling cost and improving efficiency to offset
the adverse topline pressure.  Further, Moody's expects short-term
liquidity will be adequate and the store expansion will be
implemented at a measured pace without depressing free cash flow
to negative over an extended period.

The negative outlook, however, encompasses the higher financial
leverage, materially weakened balance sheet and somewhat weaker
liquidity (albeit adequate) from the transaction. The outlook also
considers the uncertainty on consumer spending as unemployment
rate remains stubbornly high as well as potential margin impact
from commodity input cost inflation such as beef in the future,
either factor might delay Logan's deleveraging pace.  In Moody's
view, inability to reduce leverage below 6.0x in the next 12-18
months would warrant a lower rating.  Conversely, the rating
outlook could be stabilized if the debt/EBITDA sustains well below
6.0x and free cash flow remains positive.

The principal methodologies used in rating Roadhouse Finance Inc.
were Global Restaurant Industry published in July 2008, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Roadhouse Financing is in the process of acquiring Logan's
Roadhouse Inc., which operates 188 and franchises 26 traditional
American roadhouse-style steakhouses in 23 states across the
country.  Company-owned units are largely concentrated in the
south and southeastern United States with franchise locations in
California and the Carolinas.


RHODE ISLAND: Files for Bankruptcy to Halt Foreclosure
------------------------------------------------------
Rhode Island State Pier Properties filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Rhode Island Case No.
10-13937).

Philip Marcelo, staff writer at the Providence Journal, reports
that the Company filed the petition to halt a foreclosure.
Company owner Patrick T. Conley said he will also use bankruptcy
to restructure his finances.

Mr. Conley, according to the report, said he is working with two
prominent business owners who are willing to assume his delinquent
$3-million mortgage to TD Bank, which set off the foreclosure
auction.  He said the new partners, whom he did not identify,
would bring the "experience, strength, and energy" needed to bring
about his dream of revitalizing the industrial South Providence
waterfront.

Rhode Island State Pier Properties is a limited liability
corporation Conley formed to redevelop the property at 164 and
186 Allens Ave., now home to Providence Piers, in Rhode Island.


ROCK & REPUBLIC: Bluestar Alliance to Invest More Than $60-Mil.
---------------------------------------------------------------
James Covert at The New York Post reports that Michael Ball, the
controversial founder of Rock & Republic, has struck a deal that
will pay off the company's creditors while also allowing him to
remain the creative force behind the label.

According to the Post, the terms of the deal couldn't be
discovered, but sources said Bluestar Alliance -- a New York-based
firm that owns Liz Lange maternity wear as well as a stake in
Sharper Image -- will pony up more than $60 million under the
agreement.

The Post relates the deal, which is expected to fund Rock &
Republic's expansion into new product lines, marks a surprising
turnaround for Mr. Ball, whose history of erratic behavior has
made him "radioactive" to a number of investors who had circled
Rock & Republic in recent months, according to one source close to
the situation.

Mr. Ball -- who has been slapped with multiple lawsuits, with
charges ranging from sexual harassment and blackmail to throwing a
cocktail glass in a violent rage -- had made demands during a
bankruptcy auction this summer that many investors found hard to
stomach, sources said.

The Post relates among them was Mr. Ball's insistence on owning at
least 45% of the reorganized company, according to one source.
While it's not clear what stake Mr. Ball will have in the new
firm, he will receive "fat compensation" for his services as the
creative director of the brand, according to one source close to
the situation.

According to the Post, the cash infusion from Bluestar Alliance
would be more than enough to pay off the $41 million owed to
creditors, including Richard Koral, the savvy backer of Seven For
All Mankind.  Last year, Mr. Koral loaned Rock & Republic $15
million at a punishing interest rate, resulting in a showdown with
Mr. Ball that helped trigger the Chapter 11 filing.

                      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: Gets Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------
Rock US Holdings Inc., et al., sought and obtained interim
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to use the cash collateral
until December 31, 2010.

The Debtors owed (i) the senior lenders at least $266,854,742;
(ii) subordinated senior lenders at least $25,978,525; and
(iii) the prepetition lenders at least $10,500,000

The prepetition lien holders have consented to the Debtors' use of
cash collateral.

Jamie L. Edmonson, Esq., at Bayard, P.A., explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors will grant
the prepetition lien holders perfected replacement liens upon and
security interests in all of the Debtors' present and after-
acquired property.  The senior lenders will be granted
superpriority administrative expense claims.  As additional
adequate protection, the Debtors will pay (a) upon the entry of
the interim order, professional fees and expenses incurred by the
prepetition agents and prepetition lenders arising prior to the
filing date; and (b) on a current basis, the reasonable
professional fees and expenses incurred by the prepetition agents
and prepetition lenders arising subsequent to the filing date.

The Court has set a final hearing for October 7, 2010, at
11:30 a.m. prevailing Eastern time, on the Debtors' request to use
cash collateral.

Bayard filed for Chapter 11 bankruptcy protection on September 15,
2010 (Bankr. D. Del. Case No. 10-12892).  Affiliates Rock US
Investments LLC (Bankr. D. Del. Case No. 10-12893), Rock New York
(100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and
Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No.
10-12895) filed separate Chapter 11 petitions.

Rock US Holdings estimated assets at up to $50,000 debts at
$100 million to $500 million as of the Petition Date.  Rock US
Investments estimated its assets at up to $50,000 and debts at
$100 million to $500 million; Rock New York (100-104) estimated
its assets at $100 million to $500 million and debts at
$100 million to $500 million; and Rock New York (183 Madison)
estimated its assets at $100 million to $500 million and debts at
$100 million to $500 million as of the Petition Date.

Jamie Lynne Edmonson, Esq., Neil B. Glassman, Esq., at Bayard PA,
are the Debtors' general bankruptcy counsel.

Hogan Lovells US LLP is the Debtors' special corporate and
Litigation counsel.

Jones Day is the Debtors' special real estate counsel.


ROCK US: Taps Bayard as Bankruptcy Counsel
------------------------------------------
Rock US Holdings Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Bayard
P.A. as bankruptcy counsel, nunc pro tunc to the Petition Date.

Bayard will, among other things:

     a. pursue confirmation of a plan and approval of a disclosure
        statement;

     b. prepare motions, applications, answers, orders, reports,
        and other legal papers in connection with the
        administration of the Debtors' estates;

     c. appear in Court and protect the interests of the Debtors
        before the Court; and

     d. assist with any disposition of the Debtors' assets, by
        sale or otherwise.

The hourly rates of Bayard's personnel are:

        Attorneys                           $275-$840
        Paralegals & Assistants             $175-$275

Neil B. Glassman, Esq., a director of Bayard, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

New York-based Rock US Holdings, Inc., through its affiliates,
owns two commercial buildings in Manhattan.  The buildings are
located at 100-104 Fifth Avenue and 183 Madison Avenue.

Bayard filed for Chapter 11 bankruptcy protection on September 15,
2010 (Bankr. D. Del. Case No. 10-12892).  Affiliates Rock US
Investments LLC (Bankr. D. Del. Case No. 10-12893), Rock New York
(100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and
Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No.
10-12895) filed separate Chapter 11 petitions.

Rock US Holdings estimated assets at up to $50,000 debts at
$100 million to $500 million as of the Petition Date.  Rock US
Investments estimated its assets at up to $50,000 and debts at
$100 million to $500 million; Rock New York (100-104) estimated
its assets at $100 million to $500 million and debts at
$100 million to $500 million; and Rock New York (183 Madison)
estimated its assets at $100 million to $500 million and debts at
$100 million to $500 million as of the Petition Date.

Hogan Lovells US LLP is the Debtors' special corporate and
Litigation counsel.

Jones Day is the Debtors' special real estate counsel.


SCHUTT SPORTS: Unsecured Creditors Object to Bankruptcy Loan
------------------------------------------------------------
The official committee of unsecured creditors for Schutt Sports
Inc. is urging the banruptcy court to hold off on giving the
Company final approval to borrow under a $34 million bankruptcy
loan until changes are made to it, Dow Jones' DBR Small Cap
reports.

According to the Dow Jones report, the Committee contends the loan
contains terms that will only benefit the lender, not the
company's  bankruptcy estate.  Among other things, the Committee
points out that the bankruptcy loan from Bank of America Corp.
doesn't appear to provide Schutt with "new money"; rather, it
refinances debt that the company owes BofA under a prebankruptcy
loan.  The Committee also took issue what it considers to be
"excessive" fees that the lender will be able to collect for
providing the  bankruptcy loan.

                        About Schutt Sports

Litchfield, Illinois-based Schutt Sports, Inc. -- fka Schutt
Manufacturing Company; aka Schutt Sports Manufacturing Co., Schutt
Sports Distribution Company, and Schutt Athletic Sales Company --
designs, manufactures, distributes and markets team sporting goods
equipment, offering an extensive line of football, baseball and
softball protective gear and complementary accessories.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, assists the
Debtor in its restructuring effort.

Ernst & Young is the Debtor's financial advisor.  Oppenheimer &
Co., Inc., is the Debtor's investment banker.  Logan & Company,
Inc., is the Debtor's claims, noticing and balloting agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.

Affiliates Circle System Group, Inc. (Bankr. D. Del. Case No. 10-
12796), Melas, Inc. (Bankr. D. Del. Case No. 10-12797), Mountain
View Investment Co. of Illinois (Bankr. D. Del. Case No. 10-
12794), R.D.H. Enterprises, Inc. (Bankr. D. Del. Case No. 10-
12798), and Triangle Sports, Inc. (Bankr. D. Del. Case No. 10-
12799) filed separate Chapter 11 petitions on September 6, 2010.


SEA ISLAND: Creditors Committee Wants Plan Outline Disapproved
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Sea Island Company, et. al., asks the U.S. Bankruptcy
Court for the Southern District of Georgia to disapprove the
Disclosure Statement explaining the proposed Chapter 11 Plan.

The Committee says that the Plan is unconfirmable and the
Disclosure Statement is inadequate.  The Committee explains that
the Disclosure Statement fails to:

1. provide basic information on:

    i) the estimate of the amount of claims in each Class;

   ii) the estimate of the distribution claimants in each class
       may expect to receive under the Plan; and

  iii) a liquidation analysis setting forth the dividend that
       creditors would receive under Chapter 7.

  2. adequately describe the basis or need for substantive
      consolidation; and

  3. give adequate information about the debt structure of the
      Debtors or the extent and value of any unencumbered assets.

                         About Sea Island

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.  Sea Island is filing a Chapter 11 plan based upon an
agreement to sell substantially all of its assets to Sea Island
Acquisition LP, a limited partnership formed by investment funds
managed by the global investment firms Oaktree Capital Management,
L.P., and Avenue Capital Group.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sarah R. Borders, Esq.;
Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson,
Esq., at King & Spalding LLP, assists the Debtor in its
restructuring effort.  Robert M. Cunningham, Esq., at Gilbert,
Harrell, Sumerford & Martin PC, is the Debtor's co-counsel.  FTI
Consulting, Inc., is the Debtor's restructuring advisor.  Donald
F. Walton, the U.S. Trustee for Region 21, appointed seven members
to the official committee of unsecured creditors in the Chapter 11
cases of Sea Island Company, et al.  EPIQ Bankruptcy Solutions,
LLC, is the Debtor's claims and notice agent.  The official
committee of unsecured creditors has retained Jordi Guso, Esq. and
Berger Singerman, P.A. as its counsel.  The Debtor estimated its
assets and debts at $500 million to $1 billion as of the Petition
Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SHAWN GUINN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Shawn E. Guinn
               Adrienne Guinn
                 dba Dainty Center Willowwood School
               1265 Dainty Avenue
               Brentwood, Ca 94513

Bankruptcy Case No.: 10-70676

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtors' Counsel: William F. McLaughlin, Esq.
                  LAW OFFICES OF WILLIAM F. MCLAUGHLIN
                  1305 Franklin Street, #301
                  Oakland, CA 94612
                  Tel: (510)839-4456
                  E-mail: mcl551@aol.com

Estimated Assets: Not Stated

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

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


SLEEP CENTERS: Files for Chapter 7 Liquidation
----------------------------------------------
Sleep Holdings, Inc., a Nevada Corporation, disclosed an event
that has a material adverse effect on the company.  Sleep Centers
of America has filed for Chapter 7 BANKRUPTCY in the Western
District of Oklahoma.  Sleep Holdings, Inc. sold its operating
assets to SCOA in August 2008 in exchange for certain SCOA
promises of future payments of which most remain unpaid. The
company plans to seek advice from attorneys and consultants to
determine the company's alternatives, but it is not likely that
these SCOA obligations to Sleep Holdings, Inc. will be paid in the
Chapter 7 Bankruptcy liquidation.

Sleep Holdings current issued and outstanding shares are
21,213,256. The company cannot guarantee that it will be able to
maintain a listing now or in the future.


SPHERIS INC: Liquidating Plan Declared Effective
------------------------------------------------
BankruptcyData.com reports that Spheris' First Amended Joint
Liquidating Plan became effective, and the Company emerged from
Chapter 11 protection.

Under the Plan, non-priority tax claims and other secured claims
have a 100% estimated recovery, and general unsecured claims and
senior subordinated note claims have a 22.85% estimated recovery.
Subordinated claims' estimated recovery is not available, and
equity interests have a zero percent estimated recovery.

The Court confirmed the Plan on August 26, 2010.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serves as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50 million to $100 million while debts range from
$100 million to $500 million.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


STATION CASINOS: Greenberg Traurig Seeks $348,893 in Fees
---------------------------------------------------------
Greenberg Traurig, LLP, the Official Committee of Unsecured
Creditors in Station Casinos case's Nevada counsel, files with the
Court its final application for compensation and reimbursement of
expenses for the period from December 1, 2009 to July 31, 2010.
Greenberg seeks payment of fees for $348,893 and reimbursement of
expenses for $38,166.

Bob L. Olson, a shareholder of Greenberg Traurig, filed with the
Court a declaration in support of Greenberg Traurig Final
Application.

In a separate filing, Nathan Van Duzer, chair of the Official
Committee of Unsecured Creditors, filed with the U.S. Bankruptcy
Court a declaration in support of the Application.  Mr. Duzer
maintains that the amount sought in the Application is reasonable
and necessary.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: GVRS Proposes Nov. 19 Bar Date Extension
---------------------------------------------------------
Debtors Station Casinos, Inc., and GV Ranch Station, Inc., ask the
Court to further extend the time for Green Valley Ranch Gaming,
LLC, to file a proof of claim against Debtor GVRS to November 19,
2010.

Green Valley Gaming previously requested an extension of time to
file a proof of claim, which the Court granted.  Green Valley
Gaming now seeks additional time beyond the current September 20,
2010 deadline.  The Debtors believe that good cause exists to
grant Green Valley Gaming an additional 60 days because Green
Valley Gaming is engaged in its own restructuring efforts and is
not now in a position to fully evaluate the interplay and
relationships between its own restructuring and that of GVRS and
the Station Casino Debtors.

The Office of the United States Trustee has consented to the
requested extension.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEPHEN YELVERTON: N.C. District Court Stays Suit vs. Farm
----------------------------------------------------------
The Hon. Louise W. Flanagan, Chief District Judge of the U.S.
District Court for the Eastern District of North Carolina, stays
the proceedings in Stephen Thomas Yelverton v. Yelverton Farms,
Ltd., et al., Case No. 5:09-CV-331-FL.

On May 14, 2009, Stephen Yelverton, a minority shareholder in
defendant Yelverton Farms, Ltd., filed for Chapter 11
reorganization bankruptcy in the U.S. Bankruptcy Court for the
District of Columbia.  On July 29, 2009, Mr. Yelverton initiated
the diversity action against Yelverton Farms and its majority
shareholders to obtain, inter alia, the judicial dissolution and
liquidation of Yelverton Farms pursuant to N. C. Gen. Stat. Sec.
55-14-30 or alternatively, a mandatory buyout of Plaintiff's
shares at fair value.

On August 25, 2010, the District Court received a letter from
Defendants' counsel, requesting a stay of the court's disposition
of pending motions, in light of an order from the Bankruptcy Court
converting Plaintiff's bankruptcy status from Chapter 11 to
Chapter 7.

A copy of the Stay Order is available at:


http://www.leagle.com/unsecure/page.htm?shortname=infdco20100909b0
3


STONERIDGE INC: Moody's Assigns 'B3' Rating on $175 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Stoneridge,
Inc.'s proposed $175 million second lien senior secured notes due
2017.  Moody's also changed the ratings outlook to stable from
negative, and concurrently affirmed the company's B2 Corporate
Family Rating, B2 Probability of Default Rating, and the SGL-2
Speculative Grade Liquidity Rating.  The proceeds from the
proposed notes, plus cash on hand, will be used to retire the
existing $183 million 11.5% senior unsecured notes due 2012 for
which the company has commenced a tender offer.

This summarizes the ratings activity.

Stoneridge, Inc.

Rating assigned:

  -- $175 million Second Lien Senior Secured Notes due 2017 B3
     (LGD4, 62%)

Ratings affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $200 million ($183 million outstanding) senior unsecured
     notes due 2012 at B3(LGD4, 68%)*

  * This rating will be withdrawn at the completion of the
    transaction, assuming substantially all of the notes are
    tendered

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

                         Ratings Rationale

The change in outlook to stable reflects the company's improved
credit metrics and operating performance.  Moody's views these
improvements to be consistent with the industry production volume
increases in North American light automotive and commercial
vehicle markets as well as European commercial vehicle market over
the last few quarters.  The stable outlook also reflects Moody's
expectation that the company could continue to benefit from the
implementation of its multi-year restructuring efforts that began
in 2007 prior to the severe economic turmoil.  Moody's also notes
that the proposed notes transaction extends the company's debt
maturity profile and could provide interest savings.

The affirmation of B2 CFR considers Stoneridge's relatively modest
size within the auto supplier industry, and significant
concentration with its largest customer (approximately 26% of 2009
revenues with Navistar International) as well as with the Detroit-
Three U.S. automakers (19% of revenues).  The CFR also favorably
incorporates improvement in North American auto and commercial
vehicle markets which are demonstrably better than in 2009,
Stoneridge's competitive position, and an expectation of
maintaining good liquidity.

Given the improving credit metrics and production volumes in the
key markets, a downgrade is less likely in the intermediate term.
However, negative pressure could develop if there is material
contraction in available liquidity, the company does a sizeable
debt-funded acquisition, or it loses one of its major customers.
On the other hand, further positive rating momentum could build if
Stoneridge's revenue base sustainably approaches $1 billion and if
the company retains the majority of the cost reduction benefits
over time, and/or if it achieves Retained Cash Flow/Debt (on an
adjusted basis) over 25% on a sustained basis.

The assignment of the B3 rating for the proposed notes, one notch
below the CFR, reflects the subordination to a considerable amount
of first lien secured commitments in the debt structure (in the
form of the $100 million asset-backed revolving credit facility)
and weaker collateral coverage.

Headquartered in Warren, Ohio, Stoneridge is a designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems for automotive, medium and heavy-
duty truck, agricultural and off-highway vehicle markets.  For the
twelve months ended June 30, 2010, the company reported revenues
of $566 million.


STRADELLA INVESTMENTS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Stradella Investments, Inc.
        28312 Avenida La Mancha
        San Juan Capistrano, CA 92675

Bankruptcy Case No.: 10-23193

Chapter 11 Petition Date: September 19, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Timothy J. Yoo, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: tjy@lnbrb.com

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

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

The petition was signed by Abdolrashid Boroumand, president.

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Viridian Investments Services,     --                  $59,728,982
Ltd.
Wickham's Cay
P.O. Box 662, Road Town, Tortola
British Virgin Islands

Northwoods Corporation             --                  $59,497,403
11661 San Vicente Boulevard, Suite 1035
Los Angeles, CA 90049

Ronald Schwartz                    Judgment             $1,473,337
40-004 Cook Street, Suite 3
Palm Desert, CA 92211

St. Cloud Company, Inc.            Loans                  $126,990

Karlin and Peebles, LLP            Fees                    $56,959

Sheppard Mullin                    Fees                    unknown


SUNESIS PHARMA: Board of Directors Approves 2010 Bonus Program
--------------------------------------------------------------
On September 16, 2010, the Board of Directors of Sunesis
Pharmaceuticals, Inc., approved the amendment and restatement of
the Company's Change of Control Payment Plan providing for an
extension of its term through June 30, 2011.  The purpose of the
Plan is to provide for payments to certain eligible employees of
Sunesis Pharmaceuticals, Inc. in the event of a Change of Control.

On September 16, 2010, the Board approved the Company's 2010 Bonus
Program.  The 2010 Bonus Program provides the Company's executive
officers and other eligible employees the opportunity to earn cash
bonuses based on the level of achievement by the Company of
certain corporate objectives and by each participant of certain
individual performance objectives from June 30, 2010, through
December 31, 2010.  A participant must remain an employee through
the payment date under the 2010 Bonus Program to be eligible to
earn a cash bonus.

Each eligible participant in the 2010 Bonus Program may receive a
cash bonus in an amount up to a specified percentage of such
participant's annual base salary earned in 2010.  Under the 2010
Bonus Program, the Bonus Targets range from 25% to 50% of a
participant's 2010 base salary for Vice President level employees
and above.  The bonus target percentages for each of the Company's
named executive officers are:

  Named Executive Officer        Bonus Target Percentage
  -----------------------        -----------------------
  Daniel N. Swisher, Jr.                   50.0%
  President and CEO

  Eric H. Bjerkholt                        37.5%
  CFO

  Steven B. Ketchum, Ph.D.                 37.5%
  SVP, R&D

A full-text copy of the Amended and Restated Change of Control
Payment Plan is available for free at:

               http://researcharchives.com/t/s?6b7b

A full-text copy of the 2010 Bonus Program is available for free
at http://researcharchives.com/t/s?6b7c

                  About Sunesis Pharmaceuticals

South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of hematologic and solid tumor cancers.

Sunesis' balance sheet at June 30, 2010, showed $49.84 million in
total assets, $5.53 million in total liabilities, $61,741 in non-
current portion of deferred rent, and stockholders' equity of
$44.25 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
of the Company's recurring losses from operations.


SYMBIO SOLUTIONS: Tex. Ct. Confirms Amended Liquidation Plan
------------------------------------------------------------
Bankruptcy Judge Barbara J. Houser of the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division,
confirmed on September 8 the Amended Chapter 11 Plan of
Liquidation Proposed by Symbio Solutions, Inc., Debtor and Debtor
in Possession, joined by The Official Unsecured Creditors'
Committee dated July 23, 2010.  The Court held that the Amended
Plan complies with the applicable provisions of the Bankruptcy
Code. There were no objections to confirmation timely filed with
the Court.

The Amended Disclosure Statement to Accompany Amended Plan of
Liquidation filed on July 23, 2010, was approved by Order
Approving Amended Disclosure Statement entered July 26, 2010.

A copy of the confirmation order is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100908508

Dallas, Texas-based Symbio Solutions, Inc., is a workforce-
scheduling management company specializing in health care.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30134) on January 4, 2010.  Joseph F. Postnikoff, Esq., at
Goodrich Postnikoff & Albertson, LLP, assisted the Company in its
restructuring effort.  In its schedules, the Debtor disclosed
$8,139,512 in assets and $32,840,422 in liabilities.

In March 2010, the Debtor won Court approval to sell its assets to
Broadlane, Inc., which came out as the successful bidder in an
auction held February 19, 2010.


TAYLOR BEAN: Court Approves Key Settlement with FDIC
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the settlement agreement among Taylor, Bean & Whitaker
Mortgage Corp., The Federal Deposit Insurance Corporation, as
receiver of Colonial Bank, and the Official Committee of Unsecured
Creditors.

As reported in the Troubled Company Reporter on September 20,
2010, the agreement settled a dispute over $1 billion in mortgage
notes.   FDIC was awarded a 99% interest in 3,839 loans that the
Company sold to its lender Colonial Bank.  The loans have $696
million in unpaid principal balance.  The Company got $3,285 loans
worth $464 million in unpaid principal balance.

Taylor Bean launched a Chapter 11 plan with the backing of its
creditors Tuesday after finalizing a deal with the FDIC related to
the reconciliation of the cash and assets of Colonial BancGroup,
Bankruptcy Law360 reports.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TERESA DIAZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Teresa L. Diaz
               Jeffrey A. Diaz
               1293 Donahue Court
               Pleasanton, CA 94566

Bankruptcy Case No.: 10-70714

Chapter 11 Petition Date: September 19, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtors' Counsel: Earle A. Sylva, Esq.
                  LAW OFFICE OF HARDEEP S. RAI
                  2057 Camel Lane, #24
                  Walnut Creek, CA 94596
                  Tel: (415)693-9131
                  E-mail: easattorney@yahoo.com

Scheduled Assets: $1,194,247

Scheduled Debts: $1,426,860

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-70714.pdf


THEODORUS PETROPOULOS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Theodorus Petropoulos
        602 W. King Street
        Lancaster, PA 17601

Bankruptcy Case No.: 10-18027

Chapter 11 Petition Date: September 17, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Barry A. Solodky, Esq.
                  BLAKINGER, BYLER AND THOMAS, P.C.
                  28 Penn Square
                  Lancaster, PA 17603
                  Tel: (717) 299-1100
                  E-mail: bas@bbt-law.com

Estimated Assets: $0 to $50,000

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

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


THOMPSON PUBLISHING: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Thompson Publishing Holding Co., Inc.
        805 15th Street, NW, 3rd Floor
        Washington, DC 20005

Bankruptcy Case No.: 10-13070

Chapter 11 Petition Date: September 21, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Alissa T. Gazze, Esq.
                  Chad A. Fights, Esq.
                  Derek C. Abbott, Esq.
                  MORRIS NICHOLS ARSHT & TUNNELL, LLP
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: agazze@mnat.com
                          cfights@mnat.com
                          dabbott@mnat.com

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

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

The petition was signed by Kevin Ooley, chief financial officer.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
TPG AES Holding Co, Inc.              10-13072           9/21/10
Alex eSolutions, Inc.                 10-13074           9/21/10
AHC Media LLC                         10-13073           9/21/10
Thompson Publishing Group, Inc.       10-13071           9/21/10
The Performance Institute, Inc.       10-13075           9/21/10
Thompson Publishing Development, LLC  10-13076           9/21/10

Thompson Publishing Holding's List of 40 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ginny's Copying Service, Inc.      Trade Debt             $291,259
P.O. Box 143924
Austin, TX 78714-3924

Prolist, Inc.                      Trade Debt              $53,614
17801 Georgia Avenue
Olney, MD 20832

Edith Roman Associates, Inc.       Trade Debt              $51,423
P.O. Box 1556
Pearl River, NY 10965-8556

Rune2e, LLC                        Trade Debt              $50,750

Advance Business Teleservices      Trade Debt              $24,480

Datasystem Solutions, Inc.         Trade Debt              $23,742

Greene Associates, Inc.            Trade Debt              $22,438

Nagarro Inc.                       Trade Debt              $18,416

Good Printers, Inc.                Trade Debt              $18,131

Tatum, LLC                         Trade Debt              $16,531

Design Packaging Group             Trade Debt              $15,781

UPS                                Trade Debt              $14,953

Dell Marketing L.P.                Trade Debt              $12,758

Smartbrief, Inc.                   Trade Debt              $12,310

Brustein & Manasevit               Trade Debt              $12,052

Adam Travel Services               Trade Debt              $10,664

Hunton & Williams LLP              Trade Debt              $10,622

TC Delivers                        Trade Debt              $10,338

Solutima LLC                       Trade Debt              $10,216

Fierce Markets, Inc.               Trade Debt              $10,180

Time Warner Telecom                Trade Debt               $9,631

Digital River Inc.                 Trade Debt               $9,370

Cut Sheets Printing, Graphics      Trade Debt               $8,989

Carroll Publishing                 Trade Debt               $8,692

Stephen R. Callahan                Trade Debt               $7,741

Accuity                            Trade Debt               $7,692

Envelopes & Forms, Inc.            Trade Debt               $7,323

Joe Gliksman                       Trade Debt               $6,965

Regulatory Compliance Assoc.       Trade Debt               $6,700

Catharine Shaffer                  Trade Debt               $6,592

1038 Design LLC                    Trade Debt               $6,420

On the Right Track, Inc.           Trade Debt               $6,306

Elite Envelope                     Trade Debt               $6,045

Courtyard Marriott                 Trade Debt               $5,998

Jackson Lewis LLP                  Trade Debt               $5,936

APC Postal Logistics, LLC          Trade Debt               $5,686

J. Stephan Stapczynski Jr.         Trade Debt               $5,600

Annette Dubrouillet                Trade Debt               $5,546

Sue Dill Calloway                  Trade Debt               $4,500

Sir Speedy                         Trade Debt               $4,366


TIB FINANCIAL: Announces Federal Reserve OK of NAFH Investment
--------------------------------------------------------------
TIB Financial Corp. announced Friday that on September 15, 2010,
North American Financial Holdings, Inc. received approval from the
Federal Reserve Bank of Atlanta to consummate the previously
announced investment by NAFH in the Company.  This approval, along
with the previously received approval from the State of Florida,
authorizes the Company and NAFH to proceed with the consummation
of the investment agreement dated June 29, 2010, after a customary
15 calendar day waiting period.

Thomas J. Longe, Vice Chairman, Chief Executive Officer and
President stated "We are pleased with the receipt of the
regulatory approvals necessary to complete the investment by NAFH
which will satisfy our regulatory capital requirements."  As
previously announced on June 29, 2010, the Company entered into a
definitive agreement with NAFH providing for the investment of
$175 million in the Company through the purchase of newly issued
common stock, newly created mandatorily convertible preferred
stock and a warrant for common or preferred stock.  "We look
forward to joining NAFH with its substantial capital resources and
building one of the strongest community banking franchises in
Florida."

Consummation of the investment remains subject to the closing
conditions contained in the investment agreement.

                    About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet as of June 30, 2010, showed
$1.659 billion in total assets, $1.620 billion in total
liabilities, and $39.036 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., 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 incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

In its quarterly report on Form 10-Q for the three months ended
June 30, 2010, the Company discloses that on July 2, 2010, the
Bank entered a Consent Order with the bank regulatory agencies
under which, among other things, the Bank has agreed to maintain a
Tier 1 Capital ratio of at least 8% of total assets and a Total
Risk Based Capital ratio of at least 12% within 90 days.  The
Consent Order also governs certain aspects of the Bank's
operations including a requirement that it reduce the balance of
assets classified substandard and doubtful by at least 70% over a
two-year period, and not undertake asset growth of 5% or more per
year without prior approval from the regulatory agencies.  The
Consent Order supersedes the Memorandum of Understanding, dated
July 2, 2009.


TNS INC: Cequint Merger Deal Won't Affect Moody's 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service commented that TNS Inc.'s Ba3 Corporate
Family Rating and its stable ratings outlook are not affected by
the Company's recent announcements that it has entered into a
definitive agreement to acquire Cequint, Inc., a provider of
caller ID and other enhanced services to mobile phone operators,
and a share repurchase authorization of up to $50 million to be
executed over the next 18 months, as Moody's believes the two
transactions will only have modest impacts on the Company's credit
metrics and liquidity position.  Concurrently, TNS is pursuing
amendments to its senior secured credit facility to facilitate the
proposed transactions, and is exercising the accordion feature in
its senior secured credit facility to raise an incremental $50
million term loan facility and upsize its revolving credit
facility by $25 million.

The Company's ratings are:

TNS, Inc.

* Corporate Family Rating -- Ba3
* Probability of Default Rating -- B1

Transaction Network Services, Inc.

* $100 million Senior Secured Revolving Credit Facility due 2014 -
  - Ba3 (LGD3, 35%)

* $360 million Senior Secured Term Loan Facility due 2015 -- Ba3
  (LGD3, 35%)

Moody's most recent rating action for TNS was on November 10,
2009, at which time Moody's upgraded the Company's Corporate
Family Rating to Ba3, from B1, and assigned a Ba3 rating to its
senior secured credit facilities.

TNS, Inc., is a provider of business-critical data communication
services to payment card transaction processors, telecommunication
service providers, and the global financial services industries.
TNS generated $538 million in revenues for the LTM June 2010
period.


TOMMY COOKS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Tommy Cooks
               Cynthia Rosales
               544 East Heather Street
               Rialto, CA 92376

Bankruptcy Case No.: 10-40134

Chapter 11 Petition Date: September 17, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtors' Counsel: Robert E. Valdez, Esq.
                  P.O. Box 610
                  San Bernardino, CA 92402
                  Tel: (909) 888-7887

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

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

A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-40134.pdf


TREASURE ISLES: Sues Yum Over Co-Branding A&W and Long John Silver
------------------------------------------------------------------
Treasure Isles Inc. has sued Yum Brands Inc., accusing Yum of
driving it into bankruptcy by abandoning the development of co-
branded Long John Silver's and A&W restaurants, Bankruptcy Law360
reports.

Law360 says Treasure Isles filed a complaint Thursday in the U.S.
Bankruptcy Court for the Eastern District of Kentucky alleging
that Yum, which owns A&W and Long John Silver's.


TRIBUNE CO: Lenders File Competing Reorganization Plan
------------------------------------------------------
Oaktree Capital Management, L.P., and Angelo Gordon & Co., L.P.,
delivered to the U.S. Bankruptcy Court for the District of
Delaware on September 17, 2010, a proposed joint plan of
reorganization and disclosure statement for Tribune Company and
its debtor affiliates.

Oaktree and Angelo Gordon manage investment funds and accounts,
which holds a total of about $8.6 billion of Senior Loan Claims in
the Debtors' bankruptcy cases.

According to Bruce Bennett, Esq., at Hennigan, Bennett & Dorman
LLP, in Los Angeles, California, Oaktree and Angelo Gordon -- also
referred to as "Credit Agreement Lenders" -- filed the alternative
reorganization plan for the resolution of all outstanding Claims
against and Interests in all of the Debtors in their
reorganization cases under Chapter 11 of the Bankruptcy Code.  In
accordance with the Credit Agreement Lender Plan, the Guarantor
Non-Debtors will participate in the Plan with the Debtors.  The
Guarantor Non-Debtors are Tribune (FN) Cable Ventures, Inc.,
Tribune Interactive, Inc., Tribune ND, Inc., and Tribune National
Marketing Company.

The Credit Agreement Lender Plan is based on two main tenets:

  (1) It allows the Debtors to exit bankruptcy in order to
      maximize the value of the Estates for all creditors and to
      avoid prolonging the Chapter 11 cases while providing a
      mechanism to litigate or resolve over a longer time period
      the complex issues relating to the Debtors so-called
      "Leveraged ESOP Transactions" consummated in December
      2007.

  (2) It preserves and allows for post-confirmation litigation
      of all claims and causes of action arising from the
      Leveraged ESOP Transactions as to which the Examiner,
      Professor Kenneth Klee, found to have a prospect of
      success of 50% or better.  Those claims and certain others
      will be transferred to the Litigation Trust, with a
      Litigation Trustee selected by the members of the Official
      Committee of Unsecured Creditors maintaining full
      authority to pursue all relevant parties, including
      lenders, financial advisors, lawyers, shareholders,
      directors, and officers.

As a condition to the confirmation of the Credit Agreement Lender
Plan, Oaktree and Angelo Gordon will ask the Bankruptcy Court to
determine that it is appropriate for the Plan to resolve and
release certain claims and causes of action that the Examiner
found to have less than a fifty percent prospect of success.

The Credit Agreement Proponents clarify that their Plan is
presented only as an alternative in the event that the upcoming
mediation does not produce a fully-consensual resolution to the
Debtors' cases.  The Credit Agreement Proponents believe that
rapid consummation of a plan of reorganization that permits the
Tribune businesses to emerge from bankruptcy is critical and will
benefit all stakeholders by enhancing the value of the Tribune
enterprise.

"At bottom, the Credit Agreement Lender Plan provides a mechanism
for the Debtors to exit bankruptcy in the near future in the event
that the mediation is not successful," asserts Mr. Bennett.

Mr. Bennett tells the Court that the Credit Agreement Lender Plan
is not a "take it or leave it" document.  Rather, he adds, the
Credit Agreement Proponents invite dialogue with all who might
agree with the provisions of the Credit Agreement Lender Plan and
all who might disagree.  The Credit Agreement Proponents relate
that they will seek to maximize consensus in all respects,
including in an effort to resolve those issues and questions
otherwise reserved for future determination and to reach agreement
on procedures for obtaining judicial determinations of issues and
questions that cannot be resolved even following good faith
efforts.

The Credit Agreement Lender Plan contains numerous individual
plans, all of which are severable and would enable the Tribune
chapter 11 subsidiaries to emerge from their bankruptcy cases
prior to the time that a plan for Tribune Company can be
confirmed.

Mr. Bennett maintains that the Credit Agreement Lender Plan
remains true to the Examiner's conclusions, enables the Debtors to
exit bankruptcy in the near future, provides for a material
initial distribution to holders of Credit Agreement claims, and
allows structurally subordinated creditors of Tribune Company to
receive a pro rata distribution of the value of Tribune Company
plus interests in the litigation trust formed to pursue the claims
that the Examiner found to be viable.

The Credit Agreement Proponents intend to seek confirmation of the
Credit Agreement Plan if the mediation does not prove successful.

Tribune said in a statement that if the court-ordered mediation
doesn't prove fruitful, the investment firms' proposal "may
provide the next best alternative," according to Shira Ovide of
the Wall Street Journal.

             Classification of Claims and Interests

The Credit Agreement Lender Plan constitutes a separate Chapter 11
plan of reorganization for each Debtor.  For purposes of brevity
and convenience, the classification and treatment of Claims and
Interests has been set forth in three groups: (i) Tribune (Debtor
1), (ii) Filed Subsidiary Debtors (Debtors 2 through 111) and
(iii) any Guarantor Non-Debtors that become Debtors and
participate in the Prepackaged Plan.

Class     Description
-----     -----------
1A       Priority Non-Tax Claims
1B       Other Secured Claims
1C       Senior Loan Claims against Tribune
1D       Bridge Loan Claims against Tribune
1E       Senior Noteholder Claims against Tribune
1F       Other Parent Claims against Tribune
1G       Convenience Claims against Tribune
1I       EGI-TRB LLC Notes Claims against Tribune
1J       PHONES Notes Claims against Tribune
1K       Intercompany Claims
1L       Securities Litigation Claims
1M       Tribune Interests
2A-111A  Priority Non-Tax Claims
2B-111B  Other Secured Claims
50C-111C Senior Loan Guaranty Claims against relevant Guarantor
50D-111D Bridge Loan Guaranty Claims
2E-111E  General Unsecured Claims
2K-111K  Intercompany Claims
2L-111L  Securities Litigation Claims
2M-111M  Interests in Filed Subsidiary Debtors

               Estimated
               Allowed
Class          Claims                  Treatment
-----          ---------               ---------
1A            $0-$1 million          Unimpaired
1B            Undetermined           Unimpaired
1C            $6.470 Billion         Impaired
1D            $1.619 Billion         Impaired
1E            $1.283 Billion         Impaired
1F            $100 to $125 million   Impaired
               plus allowed Swap
               Claim for $150.9
               million
1G            $0-$1 million          Impaired
1I            $235 million           Impaired
1J            $761 million           Impaired
1K            N/A                    Impaired
1L            Undetermined           Impaired
1M            N/A                    Impaired
2A-111A       $0-$1 million          Unimpaired
2B-111B       Undetermined           Unimpaired
50C-111C       $6.470 Billion         Impaired
50D-111D       $1.619 Billion         Impaired
2E-111E       $85-$150 million       Impaired
2K-111K       N/A                    Impaired
2L-111L       Undetermined           Impaired
2M-111M       N/A                    Unimpaired

The Credit Agreement Lender Plan specifically provides for:

  (a) Senior Loan Claims. Holders of Allowed Senior Loan Claims
      (Class 1C) will receive a Pro Rata share, calculated
      together with the Holders of Allowed Claims in Classes 1D,
      1E, 1F, 1I, and 1J, of the Tribune Parent Consideration
      consisting of:

         -- 8.8% New Senior Secured Term Loan,
         -- 8.8% of the Distributable Cash,
         -- 8.8% of the New Common Stock, and
         -- the 100% of the Litigation Trust Interests.

      The portion of Tribune Parent Consideration allocable to
      Senior Loan Claims is valued at approximately $369 million
      plus $24 million additional value on account of
      subordination of the PHONES Notes Claims and the EGI-TRB
      LLC Notes Claims plus the value of the Litigation Trust
      Interests allocated to the Senior Loan Claims (estimated
      to be 67.3% of the Litigation Trust Interests).

      All distributions of Litigation Trust interests will be
      reserved pending a determination of (x) the ability of
      Holders of Allowed Senior Loan Claims to participate in
      Litigation additional amounts subject to turnover pursuant
      to the PHONES Notes and EGI-TRB LLC Notes subordination
      provisions.

  (b) Other Parent Claims.  Holders of Allowed Other Parent
      Claims (Class 1F) will have the option to elect between
      two different treatments on their Ballots.

      Holders of Allowed Other Parent Claims electing Option 1
      will receive payment in Cash in an amount equal to 10% of
      the Allowed amount of their Allowed Claim (and all
      Litigation Trust Interests that would have been
      distributed to those Holders had they instead selection
      Option 2 will be distributed to Reorganized Tribune).

      Holders of Allowed Other Parent Claims electing Option 2
      (and all those Holders who do not make a timely election)
      will receive a Pro Rata share, calculated together with
      the Holders of Allowed Claims in Classes 1C, 1D, 1E, 1I,
      and 1J, of the Tribune Parent Consideration consisting of
      (assuming that all Holders of Class 1F Claims elect Option
      2) (a) 8.8% of the New Senior Secured Term Loan; (b) 8.8%
      of the Distributable Cash; (c) 8.8% of the New Common
      Stock; and (d) 100% of the Litigation Trust Interests.

      The portion of Tribune Parent Consideration allocable to
      Other Parent Claims is valued at approximately
      $11 million, plus the value of the Litigation Trust
      Interests allocated to the Other Parent Claims (estimated to
      be 2.1% of the Litigation Trust Interests), plus additional
      amounts (if any) subject to turnover pursuant to the
      PHONES Notes and EGI-TRB LLC Notes subordination
      provisions.

      Depending on the outcome of potential avoidance actions
      regarding Step Two Transaction claims (i.e., Senior Loan
      Claims in respect of Step Two Transactions, Bridge Loan
      Claims, and EGI-TRB LLC Notes Claims), the distribution to
      holders selecting Option 2 could increase.

  (c) Convenience Claims. Holders of Allowed Convenience Claims
      against Tribune (Class 1G) will receive payment in Cash in
      an amount equal to 10% of the Allowed amount of the Claim.

  (d) EGI-TRB LLC Notes Claims. Holders of Allowed EGI-TRB LLC
      Notes Claims (Class 1I), will receive a Pro Rata share,
      calculated together with the Holders of Allowed Claims in
      Classes 1C, 1D, 1E, 1F, and 1J, of the Tribune Parent
      Consideration consisting of:

         -- 8.8% of the New Senior Secured Term Loan;
         -- 8.8% of the Distributable Cash;
         -- 8.8% of the New Common Stock; and
         -- 100% of the Litigation Trust Interests.

      The portion of Tribune Parent Consideration allocable
      to EGI-TRB LLC Notes Claims is valued at approximately
      $10 million plus the value of the Litigation Trust
      Interests allocated to the EGI-TRB LLC Notes Claims
      (estimated to be 1.8% of the Litigation Trust Interests.
      All distributions will be reserved pending a determination
      of (a) allowability of EGITRB LLC Notes Claims; and (b) the
      ability of the EGI-TRB LLC Notes Claims to participate in
      Litigation Trust recoveries.  All distributions will be
      distributed in accordance with a determination or
      settlement of the applicability of the subordination
      provisions of EGI-TRB LLC Notes, meaning that holders of
      EGI-TRB LLC Notes Claims may not receive any distributions
      under the Plan.

  (e) PHONES Notes Claims.  Holders of Allowed PHONES Notes
      Claims (Class 1J), will receive a Pro Rata share,
      calculated together with the Holders of Allowed Claims in
      Classes 1C, 1D, 1E, 1F, and 1I, of the Tribune Parent
      Consideration consisting of:

         -- 8.8% of the New Senior Secured Term Loan;
         -- 8.8% of the Distributable Cash;
         -- 8.8% of the New Common Stock; and
         -- 100% of the Litigation Trust Interests.

      The portion of Tribune Parent Consideration allocable to
      PHONES Notes Claims is valued at approximately $32 million
      plus the value of the Litigation Trust Interests allocated
      to the PHONES Notes Claims (estimated to be 6% of the
      Litigation Trust Interests) (subject to increase depending
      on the outcome of potential avoidance actions regarding
      Step Two Transaction claims (i.e., Senior Loan Claims in
      respect of Step Two Transactions, Bridge Loan Claims, and
      EGI-TRB LLC Notes Claims)).  All distributions will be
      distributed in accordance with a determination or
      settlement of the applicability of the subordination
      provisions of PHONES Indenture, meaning that holders of
      PHONES Notes Claims may not receive any distributions
      under the Plan.

  (f) Senior Loan Guaranty Claims.  Holders of Allowed Senior
      Loan Guaranty Claims and the Allowed Swap Claim (Classes
      50C-111C) will receive a Pro Rata share of (i) 91.2% of
      the New Senior Secured Term Loan; (ii) 91.2% of the
      Distributable Cash (less any amounts necessary to satisfy
      the increase in consideration to Holders of Allowed Other
      Parent Claims who select "Option 1" versus "Option 2"
      pursuant to Section 3.2.6 of the Plan, payments to Holders
      of Allowed Convenience Claims pursuant to Section 3.2.7 of
      the Plan, payments to Holders of Allowed General
      Unsecured Claims against the Filed Subsidiary Debtors
      pursuant to Section 3.3.5 of the Plan, and payments to
      fund the Senior Loan Reserve); and (iii) 91.2% of the New
      Common Stock.

  (g) Subsidiary Debtor General Unsecured Claims.  For each Class
      of Allowed General Unsecured Claims against the relevant
      Filed Subsidiary Debtors (Classes 2E through 111E),
      treatment will be:

         (A) if the relevant Class accepts the Plan, each Holder
             of an Allowed General Unsecured Claim within the
             Class will receive payment in an amount equal to
             65% of the Allowed amount of the Claim; and

         (B) if the relevant Class rejects the Plan, each Holder
             of an Allowed General Unsecured Claim within the
             Class will receive payment in an amount equal to
             10% of the Allowed amount of the Claim.

      Holders of Claims or Interests in each Impaired Class of
      Claims or Interests will be entitled to vote to accept or
      reject the Plan.

               Debtors' Valuation is Overstated

Oaktree and Angelo Gordon assert that the valuation of the
reorganized debtors prepared by their financial advisors, Lazard
Freres.

Lazard has stated that the valuation analysis assumes that the
Effective Date is September 30, 2010, and is based on projections
developed and provided by the Debtors' management for 2010-2014.

Based on these Projections and solely for purposes of the Plan,
Lazard estimates that the Enterprise Value of the Reorganized
Debtors falls within a range from approximately $2.6 to
$3.1 billion, with an approximate mid-point estimate of
$2.9 billion as of the Assumed Effective Date.  Adding the
estimated cash balance at the Assumed Effective Date of
approximately $1.4 billion and the value of the Other Assets of
approximately $1.5 to $2.0 billion to the Enterprise Value range
yields a range of Distributable Value for the Reorganized Debtors
from $5.6 billion to $6.6 billion with a midpoint of $6.1 billion.
Lazard has stated that approximately $537 million of the
approximate midpoint estimate of Distributable Value is
attributable to the value of Tribune, representing the
Distributable Value to be allocated to Holders of Allowed Claims
against Tribune exclusive of Allowed Claims held by direct or
indirect subsidiaries of Tribune.

The approximate mid-point estimate of Distributable Value also
includes approximately $1.6 billion attributable to the value of
the Guarantor Non-Debtors.

According to Mr. Bennett, in calculating the value to be
allocated, Lazard deducted all administrative expenses incurred or
to be incurred from the Debtors' aggregate enterprise value and
then allocated the result between the subsidiaries and the parent.
This methodology, he asserts, has the effect of allocating 90% of
those expenses to the subsidiaries.  The subsidiary cases,
however, have been relatively free of controversy and have not
generated anything like the professional attention focused on the
affairs of Tribune, Mr. Bennett points out.

Based on total estimated gross debt of approximately $0.9 billion
projected as of the Assumed Effective Date, Lazard's mid-point
estimate of Distributable Value reduced by $1.1 billion of cash
distributions pursuant to the Plan of Reorganization implies a
value for the new equity of the Reorganized Debtors of
approximately $4.1 billion.

           Prepackaged Plan for Guarantor Non-Debtors

In addition, the Credit Agreement Lenders Plan constitutes a
prepackaged plan for each of the Guarantor Non-Debtors, if any,
who commence Chapter 11 Cases to effectuate the restructuring
contemplated under the Plan.

With the exception of Senior Loan Guaranty Claims, Bridge Loan
Guaranty Claims, Intercompany Claims, and Securities Litigation
Claims, each Holder of an Allowed Claim against or Interest in a
Guarantor Non-Debtor that becomes a Debtor will have its Claim or
Interest Reinstated.

In addition, except for Senior Loan Guaranty Claims, Bridge Loan
Guaranty Claims, Intercompany Claims, and Securities Litigation
Claims, Allowed Claims against and Interests in any Guarantor Non-
Debtor that becomes a Debtor are Unimpaired and conclusively
deemed to have accepted the Prepackaged Plan.

               Assumption of Contracts and Leases

On the Effective Date, all executory contracts or unexpired leases
of the Debtors will be deemed assumed in accordance with, and
subject to, the provisions and requirements of Sections 365 and
1123 of the Bankruptcy Code, unless that executory contract or
unexpired lease:

   (i) was previously assumed or rejected by the Debtors;

  (ii) previously expired or terminated pursuant to its own
       terms;

(iii) is an executory contract or unexpired lease that is
       included in the Global Contract Motion;

  (iv) is an executory contract or unexpired lease that is
       expressly excluded from the assumptions; or

   (v) is an executory contract or unexpired lease that is
       included in a pending motion to reject such executory
       contract or unexpired lease.

Global Contract Motion means a motion seeking the assumption or
rejection of unassumed or unrejected executory contracts and
unexpired leases of the Debtors, which motion may be filed with
the Bankruptcy Court and heard at the Confirmation Hearing.

The Credit Agreement Lender Plan Proponents rely upon the Debtors'
Financial Projections and Liquidation Analysis approved by the
Bankruptcy Court.

A full-text copy of the Credit Agreement Lender Plan is available
for free at http://bankrupt.com/misc/Tribune_OaktreePlan.pdf

A full-text copy of the Credit Agreement Lender Disclosure
Statement is available for free at:

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

                    Management's Chapter 11 Plan

Tribune Co. has filed its own proposed plan of reorganization.

Tribune, however, has not yet obtained confirmation of the plan.
The U.S. Bankruptcy Court for the District of Delaware appointed
federal judge Kevin Gross as mediator to assist negotiations
between Tribune and various creditor constituencies as the
Company's Chapter 11 process moves forward.

The Management Plan is built on a settlement of the buyout claims
among some lower ranking creditors, lenders, including JPMorgan
Chase & Co., and Tribune managers.  The settlement is opposed by
holders of $3.6 billion in prepetition secured debt who announced
their opposition even before the settlement was formally
disclosed.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Aurelius Wants Chadbourne Dropped as Committee Adviser
------------------------------------------------------------------
Aurelius Capital Management, LP, asks the U.S. Bankruptcy Court
for the District of Delaware to disqualify Chadbourne & Parke LLP
from advising, representing or otherwise acting as legal counsel
for the Official Committee of Unsecured Creditors in all matters
in which it has conflicts of interest, including, but not limited
to:

  (a) the upcoming mediation pursuant to the Court's order
      appointing mediator; and

  (b) any potential or actual LBO-Related Causes of Action or
      settlement thereof, and any Chapter 11 plan to the extent
      it deals with the foregoing.

Aurelius also asks the Court to direct that special conflicts
counsel to the Committee, Zuckerman Spaeder LLP, solely represent
the Committee in those matters without any influence from or
participation by Chadbourne.

Chadbourne, according to William P. Bowden, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, currently represents
numerous key lenders, agents and advisors who participated in the
LBO Transactions and who, according to the Examiner's Report, have
significant exposure in LBO-Related Causes of Action.
Chadbourne's conflicts of interest are obvious and acknowledged as
shown both in the disclosures Chadbourne made in connection with
its retention as counsel to the Committee and later in the
Committee's retention of Zuckerman Spaeder as conflicts counsel to
represent the Committee's interests with respect to the LBO-
Related Causes of Action, Mr. Bowden says.

Indeed, Chadbourne's conflicts involving JPMorgan, Merrill Lynch,
Citigroup and other key participants in the LBO Transactions
required the Committee to retain Zuckerman Spaeder.

Mr. Bowden tells the Court that notwithstanding the ethical
constraints, Chadbourne has ignored repeated written requests by
Aurelius to cease taking actions on behalf of the Committee in
matters in which it is conflicted and for the firm and Zuckerman
Spaeder to articulate the delineation of responsibilities between
the two firms.  Chadbourne's and Zuckerman Spaeder's refusal to
articulate the delineation of responsibilities between their
respective firms is likely explained by the fact that, the line of
responsibilities between the two firms is completely blurred, or
worse, non-existent, Mr. Bowden says.

The retention of conflicts counsel should not be a facade to
permit Chadbourne to continue to function as counsel -- let alone
lead counsel -- on the central issues in these cases as to which
Chadbourne is wholly conflicted, Mr. Bowden asserts.

To the contrary, because of its conflicts, Chadbourne should not
be advising the Committee in any way with respect to any LBO-
Related Causes of Action, nor should it be speaking on behalf of
the Committee in any court proceedings, or in any mediation
session, or in private negotiations with respect to the LBO-
Related Causes of Action.  Moreover, with respect to matters for
which it has conflicts of interest, Chadbourne should not be
appearing on the record, commenting privately, responding to
questions, engaging in informal discussions or negotiations,
drafting pleadings or other documents, or commenting on pleadings
or other documents prepared by others.

Aurelius also seeks the Court's authority to file under seal
redacted portion of the Motion to Disqualify.  In an effort to
avoid any unnecessary and additional controversy or litigation in
the Chapter 11 cases, Aurelius has filed the instant Motion to
Seal in order to provide an opportunity for response by those
parties who are the subject to the Disqualification Motion and who
may take a different view of the Redacted Information.

Accordingly, Aurelius asks the Court to determine whether the
Redacted Information contained in the Disqualification Motion is
confidential or commercially sensitive information of the type
contemplated by Section 107(b) of the Bankruptcy Code, and if so,
grant Aurelius permission to file the Disqualification Motion
under seal.  Should the Court determine that the Redacted
Information does not fall within the ambit of Section 107(b),
Aurelius will promptly file and serve its Disqualification Motion
in full, unredacted form.

Aurelius sought and obtained the Court's order shortening notice
and expediting consideration of the Motion to Disqualify and to
File Under Seal.  A hearing to consider the Motions will be on
September 22, 2010.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Jones Day Hiring Approved Over U.S. Trustee Objections
------------------------------------------------------------------
Tribune Co. and its units sought the U.S. Bankruptcy Court for the
District of Delaware's authority to retain, nunc pro tunc to
August 22, 2010, Jones Day as special counsel for the special
committee of Tribune Company's Board of Directors.

On July 26, 2010, Kenneth N. Klee, as Examiner, issued a report
summarizing his findings with respect to the leveraged buyout,
including conclusions regarding potential causes of action arising
from the transaction.  Following the release of the Examiner's
Report, some of the parties to the plan support agreement relating
to the Plan terminated the plan support agreement.  In response,
the Board recently determined that a special committee of
independent directors should be formed to oversee the Plan
process.  The Special Committee consists of four independent
directors of the Board including Mark Shapiro, Jeffrey S. Berg,
Maggie Wilderotter and Frank Wood.  Each one of these directors
became members of the Board upon or after the consummation of the
transactions that are the subject of the Examiner's Report.

The Debtors anticipate that Jones Day will provide legal services
and advise the Special Committee with respect to the Special
Committee Matters, and more specifically, advise the Special
Committee with respect to:

  (a) any plan of reorganization;

  (b) any and all claims, causes of action, avoidance powers or
      rights and legal or equitable remedies arising out of the
      LBO: and

  (c) other, similar matters as the Special Committee may
      request during the pendency of the Chapter 11 cases
      related to the Special Committee Matters.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, however,
asserts that the Debtors fail to demonstrate why it is necessary
to retain Jones Day on behalf of the Special Committee of Tribune
Company's Board of Directors when there has been no indication
that Sidley Austin LLP and Cole, Schotz, Meisel, Forman & Leonard,
P.A., are unable to perform these legal services.

Ms. DeAngelis says she is very concerned about the costs
associated with the retention of yet another estate professional.

According to Ms. DeAngelis, although the Application contains
statements as to the reasons for the creation of the Special
Committee and the matters that will be tasked to the Special
Committee, the Application fails to explain why it is necessary
for Jones Day to be retained to represent the Special Committee
when two very reputable firms have been representing the Debtors
since the Petition Date and will continue to represent the Debtors
through the plan process.  Because the Special Committee will be
tasked with supervising and ultimately deciding on the plan
process for the Debtors, it would seem logical that Sidley and
Cole Schotz can perform any and all legal services needed for the
Special Committee, Ms. DeAngelis avers.

The U.S. Trustee adds that the Application contains no statements
that Sidley and Cole Schotz are conflicted from representing the
Special Committee.  If the Debtors subsequently indicate that some
potential conflict may exist with Sidley and Cole Schotz
representing the Special Committee, then the U.S. Trustee posits
that the continued representation of the Debtors by those firms
may be at issue because of their continued, uninterrupted role as
primary restructuring counsel.

While the Debtors explain in the Application that Jones Day's
retention is limited and will not duplicate the efforts of Sidley
or Cole Schotz, Ms. DeAngelis maintains that there is no assurance
that this will occur.

Thus, Ms. DeAngelis asks the Court to issue a ruling commensurate
with her objection.

                 Special Committee's Statement

The special committee of Tribune Company's board of directors, as
an independent division of the Board of Directors, relates that it
was specifically authorized by the full board to retain its own
independent counsel in order to carry out its fiduciary duties.
The Special Committee says its retention of its own independent
counsel is supported by well established Delaware law, as well as
existing bankruptcy precedent.

Brad B. Erens, Esq., in Chicago, Illinois, proposed counsel to the
Special Committee, Consequently, tells the Court that special
committees are encouraged to retain independent legal counsel to
best perform their functions.

"In fact, it would be highly unusual for a special committee to
act without its own, independent advisors," Mr. Erens avers.
"And, in this case, to require the Special Committee to use
counsel who reports to the company and directors who others could
assert are not disinterested in these matters would undermine the
entire purpose of the Special Committee," he adds.

With respect to the US Trustee's concerns regarding the fees of
Jones Day, and any potential duplication of efforts between Jones
Day, Sidley and Cole Schotz, Mr. Erens maintains that the
demarcation of responsibilities among the various firms is clear.
Sidley and Cole Schotz are retaining their roles as the Debtors'
primary general restructuring counsel, including the day-to-day
administration of these cases, addressing any matters outside of
the plan process and taking primary responsibility with respect to
the plan process on the Debtors' behalf, including document
drafting and engaging in direct creditor discussions.  Jones Day's
primary function will be to analyze and communicate to the Special
Committee the merits of the various restructuring proposals that
have been set forth, and to assist the Special Committee in making
its recommendation to the Board of Directors.

In that regard, M. Erens notes, Jones Day will be involved in the
plan process and will be reviewing the various plan proposals.
However, Jones Day's day-to-day responsibilities will be
significantly narrower than, and distinguished from, the services
provided by Sidley and Cole Schotz, Mr. Erens explains.

Mr. Erens relates that Jones Day's fees will be subject to the
interim compensation and fee examiner orders entered in these
cases.  Thus, the Court, the UST, the fee examiner, and any other
party in interest will have the opportunity to review any fees of
Jones Day and object to such fees if they so choose, Mr. Erens
continues.

According to Mr. Erens, no other party-in-interest has objected to
the Application, including the Debtors' prepetition secured
lenders or the Official Committee of Unsecured Creditors.  Thus,
Mr. Erens avers, the Special Committee submits that the retention
of Jones Day is appropriate given that the parties who will be
most directly impacted by any additional expenses to the estate do
not oppose the Application.

                          Debtors Reply

The Debtors aver that the retention of Jones Day is advisable in
light of the role of the Special Committee.  The Special Committee
is comprised of Tribune's four independent directors and is a
subcommittee of Tribune's board.  Tribune's Board, which had
primary decision-making authority for matters related to the
Chapter 11 cases prior to the formation of the Special Committee,
is comprised of:

  (i) the four independent directors;

(ii) directors designated by EGI-TRB LLC;

(iii) directors that held their positions prior to and during
      the leveraged ESOP transactions; and

(iv) a member of Tribune's management.

Following the issuance of the Examiner's report, the Board decided
that it would be prudent to appoint the Special Committee,
comprised solely of the independent directors, to oversee the
reorganization process.

The Special Committee has exercised its own discretion to retain
counsel that communicates solely with the Special Committee and
not with other members of the Board or management.  This is
consistent with Delaware corporate law and bankruptcy precedent,
and is understandable given that the Special Committee may address
issues pertaining to members of the Board not on the Special
Committee.  Jones Say, therefore, has been retained to
independently advise the Special Committee solely with respect to
its duties.

Sidley and Cole Schotz, as plenary counsel to the Debtors'
estates, will continue to lead counsel in the Debtors' bankruptcy
cases to, among other things, communicate with and advise the full
Board and management, communicate with the multitude of creditor
constituencies, and otherwise deal with all aspects of the Chapter
11 cases including, without limitation, matters related to the
plan of reorganization and the Debtors' emergence from Chapter 11.

In light of the role of the Special Committee, it is prudent for
the Special Committee to retain its own separate counsel --
counsel who will not duplicate the role or work of Sidley or Cole
Schotz.

                         *    *     *

The Court authorized the Debtors to employ Jones Day as special
counsel for the Special Committee of Tribune Company's Board of
Directors.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Names Eric Meyrowitz General Manager of WPIX-TV
-----------------------------------------------------------
Tribune Broadcasting named Eric Meyrowitz as vice
president/general manager of WPIX-TV in New York, effective
immediately.  Mr. Meyrowitz is a native of New York and has served
as vice president/general manager of WDCW-TV, the company's
television station in Washington, D.C., since 2004.

"Eric is the right guy for this job," said Tribune Broadcasting
president Jerry Kersting.  "Even more so because he's
originally from New York -- he understands the city, the
importance of local news and the rich tradition of WPIX."

Mr. Meyrowitz joined the local sales department of WDCW in 2000,
and served as general sales manager at the station from 2002 to
2004.  Prior to WDCW, Mr. Meyrowitz served as national sales
manager for WBAL-TV, Baltimore, from 1997 to 2000.  He worked for
Harrington, Righter & Parsons, Inc., a television sales
representative firm, from 1992 to 1997.

"This is an incredible opportunity to lead a great station in the
best media market in the country," said Mr. Meyrowitz.  "With new
syndicated programming launching this fall, and the expansion of
its morning news show, WPIX will continue growing its legacy and
I'm honored to be a part of it.  Plus, I get to return home --
I can't wait to get started."

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRONOX INC: Equity Panel Proposes $185MM Backstop Rights Offering
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Tronox Inc.
asks Judge Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to approve an alternative equity
commitment agreement as a binding agreement with the Debtors.

The Equity Committee, on September 2, filed an alternative
reorganization plan for the Debtors and, pursuant to that Plan,
the reorganized Debtor will offer and sell [18,500,000] shares of
new common stock to eligible holders and shareholder eligible
holders, who shall have the right to purchase shares of the new
common stock at $[10.00] per share.

In order to facilitate the Rights Offering and to fund, in part,
the payments to be made pursuant to the Plan, the Equity
Committee proposes the alternative commitment agreement
accompanied by a commitment from a group of companies to provide
$185 million as backstop in the contemplated rights offering.
The Backstop Sponsors are:

        * Ahab Capital Management;
        * Avenue Capital;
        * Cetus Capital, LLC;
        * Cheever Partners, LLC;
        * KVO Capital Management LLC;
        * LaGrange Capital Administration;
        * Oak Hill Advisors, L.P.; and
        * P. Schoenfeld Asset Management, LP.

The Debtors have also sought Court approval of a backstop
agreement for the same amount.  Craig A. Barbarosh, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, the Equity
Committee's counsel, however, notes that without the $185 million
that the Debtors are raising through their rights offering, the
Debtors would not be able to confirm their Amended Plan.

By this motion, the Equity Committee is simply requesting that
the Equity Committee Plan be placed on a level playing field with
the Debtors' Amended Plan, according to Mr. Barbarosh.  "It is
simply logical and fair that the EC Sponsors be given the same
incentives to provide the backstop for the Equity Committee Plan
as the Bondholder Backstoppers receive with respect to the
Debtors' Amended Plan," he contends.

Just like the Debtors' Amended Plan, the Equity Committee Plan
depends on the infusion of $185 million in new equity financing
to be raised through a rights offering, backstopped by the EC
Sponsors.

Under the circumstances, the fairest and most efficient process
for the Chapter 11 cases to move forward is for parties to
formulate coordinated rights offering procedures that can be
applied to both the Debtors' Amended Plan and the Equity
Committee Plan, Mr. Barbarosh asserts.  He adds that the joint
rights offering procedures should include the customary assurance
that both backstopping parties are entitled to equivalent
benefits in exchange for their capital commitments.

             Terms of the Alternative Commitment

The EC ECA, according to Mr. Barbarosh, is intended to follow the
model of the Debtors' ECA, with the exception of these material
changes:

  -- the deletion of preferred stock being issued to the parties
     backstopping the rights offering;

  -- the deletion of any "special" termination fee if certain
     backstoppers are willing to fund but others are not;

  -- the deletion of numerous representations and warranties
     required to be given by the Debtors;

  -- the deletion of numerous covenants required to be performed
     by the Debtors between execution and closing;

  -- the deletion of numerous conditions to closing;

  -- the deletion of numerous termination provisions;

  -- in light of the fact that the EC Sponsors are not paying
     themselves a fee in the form of the exclusive opportunity
     to purchase eight percent Convertible Preferred Stock plus
     six percent of the total amount of the rights offering in
     the form of New Common Stock, the EC Sponsors will receive,
     as consideration, a fee of eight percent of the total
     amount of the rights offering in the form of New Common
     Stock; and

  -- to the extent the rights offering is not consummated, the
     EC Sponsors will receive, as consideration, a break-up fee
     of six percent of $185 million, which is exactly the same
     break-up fee contained in the Debtors' ECA.

Subject to the entry of a final, non-appealable ECA Order, on the
Effective Date, Tronox Incorporated will pay to the Backstop
Parties an aggregate backstop commitment fee consisting of
[1,480,000] shares of New Common Stock, which equals 8% of the
total amount of the Rights Offering (which shall be equivalent to
approximately 3.4% of the reorganized Debtors' issued and
outstanding New Common Stock to be issued pursuant to the Plan)
distributed to each Backstop Party on a ratable basis in
accordance with such Backstop Party's Rights Offering Commitment
Percentage.  If the Effective Date will not occur or if the
Agreement is terminated, then the Backstop Parties will be paid
in cash an amount equal to 6% of the aggregate Purchase Price of
the Offered Shares being offered.

The Backstop Consideration and the Transaction Expenses will
constitute administrative expenses of the Company under Sections
364(c)(1) and 503(b) of the Bankruptcy Code.  All payments of the
Backstop Consideration and the Transaction Expenses will be made
free and clear of any withholding on account of Taxes unless the
Company receives advice of counsel that withholding on account of
Taxes is required under applicable Law.

The ECA also provides that unless otherwise agreed to by the
Required Backstop Parties, at the Effective Date, the Company
will have authorized for issuance [75,000,000] shares of New
Common Stock with a par value of $0.01 per share.  At the
Effective Date, immediately after giving effect to the
distributions under the Plan, the purchase of Offered Shares
pursuant to the Rights Offering and the purchase and issuance of
Unsubscribed Shares pursuant to the Agreement, there will be
issued and outstanding [43,434,783] shares of New Common Stock
and warrants to acquire [4,826,087 shares of New Common Stock in
Tranche A and 6,032,609 shares of New Common Stock in Tranche B].

The Equity Committee also seeks approval of the reimbursement of
certain related fees and expenses and the payment of certain
commitment premiums to the signatories of the Equity Committee's
ECA.

The Debtors and the Equity Committee have each submitted a
Chapter 11 plan of reorganization that provides for significant
new equity financing to be raised pursuant to a backstopped
rights offering.  In connection with the Debtors' Amended Plan,
the Debtors have asked the Court for authority to enter into an
equity commitment agreement with a group of bondholders who have
agreed to "backstop" the Debtors' contemplated rights offering.


In the Debtors' ECA Motion, the Debtors argued that authorization
for the fees, expenses, commitment premiums and break-up fees is
necessary in order to incentivize the Bondholder Backstoppers to
provide the financing that makes the Debtors' Amended Plan
feasible.

A full-text copy of the Equity Committee ECA is available for
free at http://bankrupt.com/misc/TrnxEC_ECA.pdf

Pursuant to the Equity Committee's request for a shortened
notice, the Court will convene a hearing on September 23, 2010, at
11:00 a.m. (ET).  Objections are to be filed not later than
September 21, 2010, at 4:00 p.m.(ET).

             Akin Gump Represents Equity Holders

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Akin Gump Strauss Hauer & Feld LLP discloses that it
represents certain parties seeking to backstop a rights offering,
that hold or manage holdings of the:

  (a) 9.5% senior unsecured notes issued by Tronox Worldwide LLC
      and Tronox Finance Corp. due December 2012;

  (b) Tronox Worldwide DIP Exit Facility issued by Tronox
      Worldwide LLC, Tronox Incorporated and certain
      subsidiaries of Tronox Incorporated that are Debtors in
      the Chapter 11 cases, with an original maturity date of
      June 24, 2010;

  (c) Tronox Inc-Class A stock; and

  (d) Tronox Inc-Class B stock.

Akin has been advised that in the aggregate, the Potential
Backstoppers currently hold or manage approximately (i) 4.8% of
the Notes; (ii) 5.2% of the DIP Exit Facility; (iii) 459,000
shares of the Class A Stock; and (iv) 32,472 shares of the Class
B Stock.

The Potential Backstoppers are:

  * Avenue Investments, L.P.
    Avenue International, LTD.
    Avenue-CDP Global Opportunities Fund, L.P.
    Avenue Special Situations Fund VI (Master), L.P.
    399 Park Avenue, 6th Floor
    New York, NY 10022

  * Cetus Capital, LLC
    8 Sound Shore Drive, Suite 303
    Greenwich, CT 06830

  * Oak Hill Advisors, L.P.
    65 East 55th Street, 32nd Floor
    New York, NY 10022

  * P. Schoenfeld Asset Management LP
    1350 Avenue of the Americas, 21st Floor
    New York, NY 10019

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Parties File Objections to Competing Plans' Outlines
----------------------------------------------------------------
Various parties-in-interest objected to the adequacy of the
Disclosure Statement explaining Tronox Inc.'s Plan of
Reorganization.  The objectors include:

  -- Anadarko Petroleum Corporation and Kerr-McGee Corporation;

  -- ACE American Insurance Company and other members of the ACE
     group of companies;

  -- Rehabilitation Institute of Chicago and New Water Park LLC
     or the "Streeterville Claimants;"

  -- LaGrange Capital Partners, LP and LaGrange Capital Partners
     Offshore Fund, Ltd., as Lead Plaintiffs in the securities
     class action captioned In re Tronox, Inc. Securities
     Litigation, Civil Action No. 1:09-cv-06220 (SAS);

  -- Exxaro Australia Sands Pty Ltd., Exxaro Namakwa Sands, a
     division of Exxaro TSA Sands (Pty) Ltd., and Yalgoo
     Minerals Pty Ltd., an affiliate of Exxaro;

  -- The Landwell Company and Basic Management, Inc.; and

  -- Rehabilitation Institute of Chicago and New Water Park LLC
     or the "Streeterville Claimants."

Subsequently, the Lead Plaintiffs, Exxaro, Landwell and BMI, and
Anadarko filed supplements to their objections of the Disclosure
Statement.  They generally argue that certain of their objections
were not resolved by the Debtors' First Amended Disclosure
Statement and First Amended Plan.

Anadarko argues that while the recently filed Disclosure
Statement contains certain amendments that address the most
glaring deficiencies and misstatements contained in the previous
Disclosure Statement, it continues to be inadequate in certain
discrete respects.  Anadarko points out that, in particular, the
Disclosure Statement omits material information that is necessary
to enable creditors to conduct a meaningful evaluation of
distributions under the Plan, including, among other things,
claim totals, asset values, the potential impact of Anadarko's
and Kerr-McGee's claims on distributions, an adequate liquidation
analysis and certain other assumptions.

In addition, the Disclosure Statement fails to contain other
information that is pertinent to a creditors' ability to evaluate
the Plan, Anadarko complains.  Accordingly, Anadarko asserts that
these information should be included in the Disclosure Statement:

  * a clarification that the Debtors' description of the
    "categories of sites" related to the Environmental Claims
    includes sites that were owned or operated by "Old" Kerr-
    McGee Corporation, rather than "New" Kerr-McGee Corporation;

  * whether Class 8 Equity Interests will be entitled to the New
    Warrants if the Plan is confirmed pursuant to the cramdown
    provisions of Section 1129(b) of the Bankruptcy Code;

  * the amount of the net operating losses including the value
    of Environmental Response Trusts, Tort Claims Trust, and
    Anadarko Litigation Trust, which Tronox seeks to protect
    through the imposition of trading restrictions on the New
    Common Stock;

  * whether any and all Causes of Action that should or could
    have been raised in connection with the Anadarko Litigation
    will be transferred to the Anadarko Litigation Trust;

  * whether the Bankruptcy Court will retain jurisdiction over
    the Anadarko Litigation;

  * a clarification regarding the meaning of the "Waiver and
    Estoppel" provision; and

  * a disclaimer indicating that nothing contained in the
    Disclosure Statement, including the estimated claim amounts,
    will prejudice Anadarko's or Kerr-McGee's rights with
    respect to their claims, including their right to assert any
    objections or defenses related thereto.

Exxaro points out that among other material and significant
deficiencies, the Disclosure Statement also fails to identify:

  * the factual and legal basis on which the Debtors propose to
    "deem" substantively consolidated the assets and liabilities
    of the Debtors, and the impact of the "deemed" substantive
    consolidation on the Debtors' non-debtor affiliates and
    their creditors;

  * to the extent that "deemed" substantive consolidation will
    not cause the Debtors to merge into one entity, the
    corporate structure, ownership, governance, capitalization,
    and funding sources for each of the Debtor entities that
    will emerge from bankruptcy; and

  * the treatment under the Amended Plan of executory contracts
    and unexpired leases with non-Debtor entities, and whether
    the rights, remedies, and options of the counter-parties to
    the contracts and leases with non-debtor entities are
    preserved.

Exxaro asserts that its rights, remedies, and options under their
contractual arrangements with non-Debtor entities should be
preserved, and the Amended Plan and Disclosure Statement should
clarify that those rights are not released, nor are the Exxaro
Parties enjoined from exercising any of their rights, remedies,
or options with respect to the contracts.

Landwell and BMI complain that the Disclosure Statement fails to
describe the specific nature of the Debtors' interests in BMI or
Landwell.  They contend that creditors should be fully advised
about the nature and amounts of these interests and their values.

Landwell and BMI further argue that the Disclosure Statement
omits the fact that it is likely that the Debtors' interests in
BMI and Landwell cannot, as a matter of law, will be assigned to
the Environmental Response Trusts without proper notice of the
proposed transfer being given and without BMI and its limited
partners being permitted to exercise the rights of first refusal
granted under the operating agreements.

The ability of Debtors to transfer their interests in BMI or
Landwell is subject to numerous restrictions, all of which BMI
intends to seek to enforce, Landwell and BMI note.

              Objections to Equity Panel Plan Outline

Five parties-in-interest object to the approval of the Disclosure
Statement explaining the Official Committee of Equity Security
Holders' Chapter 11 Plan of Reorganization:

  -- LaGrange Capital Partners LP and LaGrange Capital Partners
     Offshore Fund, Ltd., also known as the Lead Plaintiffs;

  -- Rehabilitation Institute of Chicago and New Water Park LLC,
     also known as the Streetville Claimants;

  -- National Coating Corporation;

  -- Exxaro Australia Sands Pty Ltd., Exxaro Namakwa Sands, a
     division of Exxaro TSA Sands (Pty) Ltd., and Yalgoo
     Minerals Pty Ltd., an affiliate of Exxaro; and

  -- The Landwell Company LP and Basic Management, Inc.

The Parties point out that the Equity Committee's Disclosure
Statement substantially mirrors and follows many of the
provisions of the Debtors' Disclosure Statement.

For this reason, the Objectors assert that the Equity Committee's
Disclosure Statement does not contain adequate information
pursuant to Section 1125(b) of the Bankruptcy Code and must,
therefore, not be approved by the Court.

The Equity Committee's Plan contemplates transferring the
Debtors' interests in certain assets to one or more
"Environmental Response Trusts" with all claims of "Environmental
Claimants" being satisfied through the operation of or
liquidation of the assets of the Environmental Response Trusts.

However, the Objectors argue that the Equity Committee Disclosure
Statement is deficient in its discussion of the assets to be
transferred and their treatment under the Equity Committee Plan.

Just like the Debtors' Disclosure Statement, the Equity Committee
Disclosure Statement describes the Equity Committee Plan as
incorporating a Global Settlement between the Debtors and the
holders of Environmental Claims, defined in the Equity Committee
Plan to mean claims asserted by Governmental Environmental
Entities, the Objectors assert.

The Objectors complain that the Equity Committee Disclosure
Statement fails to contain critical information regarding the
Global Settlement, including allocation information among the
various creditors.  They note that the critical information will
not be provided to creditors until after the Court is asked to
approve the Equity Committee Disclosure Statement.  Thus, the
Court will not know at the time it is being asked to approve the
Equity Committee Disclosure Statement what information will
ultimately be provided to creditors.

Specifically, the Objectors relate that the value of the Global
Settlement is not completely known because it is based, in part,
on the results of pending litigation between the Debtors and
Anadarko Petroleum Corporation, 88% of which is being assigned in
trust for the benefit of the Governmental Claimants.

                 Equity Committee vs. Debtor Plan

Early this month, the Official Committee of Equity Security
Holders of Tronox Inc. delivered to the U.S. Bankruptcy Court for
the Southern District of New York an alternative Chapter 11 Plan
of Reorganization for the Debtors.  The Equity Committee said its
Plan provides greater recoveries for Tronox stakeholders.

Among the differences between the Equity Committee Plan and the
most recent version of the Debtors' Plan are:

  * The Equity Committee Plan is based on a valuation range of
    $1.2 to 1.3 billion, with a midpoint of $1.25 billion.  The
    Debtors' First Amended Plan estimates the total enterprise
    value of Reorganized Tronox at 975 million to
    $1.150 billion, with a midpoint of $1.063 billion.

  * Both the Equity Committee Plan and the Debtors' Plan are
    employing a rights offering process.  In both the Equity
    Committee Plan and the Debtors' Plan, all holders of General
    Unsecured Claims and all Holders of Indirect Environmental
    Claims will be given the opportunity to participate a rights
    offering to purchase new equity in the reorganized company.
    Unlike the Debtors' Plan, however, certain Holders of Equity
    Stock Interests who are Eligible Holders will also be able
    to participate in the rights offering pursuant to the Equity
    Committee Plan.  In the Debtors' Plan, Holders of Equity
    Stock Interests will be given no similar opportunity.  Under
    terms to be arranged with the Debtors, the Equity Committee
    intends to conduct its Rights Offering to Holders of General
    Unsecured Claims and Indirect Environmental Claims in
    conjunction with the rights offering to be conducted under
    the Debtors' Plan.  The Rights Offering to Holders of Equity
    Stock Interests, however, will be conducted post
    confirmation of the Equity Committee Plan.

  * The Equity Committee and its financial advisors believe that
    the Debtors' Plan significantly undervalues the value of
    Reorganized Tronox.

  * Under the Equity Committee Plan, 62.5% of the New Common
    Stock will go to Holders of Allowed General Unsecured Claims
    as compared to 16.9% under the Debtors' Plan.

  * The Equity Committee Plan seeks to preserve the settlements
    reached with the Governmental Environmental Entities and the
    Holders of Tort Claims and will provide those entities with
    an equal or greater recovery than that which they would
    otherwise receive in the Debtors' Plan.  However, the Equity
    Committee reserves the right to challenge the allowance and
    amount of claims of the Governmental Environmental Entities
    and Holders of Tort Claims and to modify the treatment of
    those claims if any classes of the claim vote to reject the
    proposed treatment in the Equity Committee Plan.

  * The Equity Committee Plan also provides value to the public
    shareholders of Tronox in the form of New Warrants and the
    ability to participate in a portion of the Rights Offering.
    Under the Debtors' Plan, the public shareholders will
    receive warrants that the Equity Committee believes are
    essentially valueless and then, only if the class of
    shareholders votes in favor of the Debtors' Plan.

  * The Equity Committee Plan also provides the necessary
    financing for Reorganized Tronox's operations
    post-emergence, including a greater amount of borrowing
    capacity under the Exit Credit Facility.  While there is
    less debt and reduced borrowing capacity under the Debtors'
    Plan, the difference is made up by increasing the rights
    offering being provided to the Ad Hoc Bondholders and
    leaving less stock to be distributed to the Holders of
    Allowed General Unsecured Claims.  Specifically, the Ad Hoc
    Bondholders have set aside for themselves the exclusive
    opportunity to purchase $15 million of New 8% Convertible
    Preferred Stock, which, aside from being senior to the New
    Common Stock, is valued at approximately $17 million.  This,
    combined with backstop fees valued at approximately
    $36 million, means the Ad Hoc Bondholders are paying
    themselves approximately $53 million on the Effective Date of
    the Debtors' Plan.

The Debtors have agreed, in a stipulation, that their exclusive
periods are terminated for the sole purpose of permitting the
Equity Committee to file an alternative reorganization plan.  The
Debtors also agreed, to ensure a smooth flow of their
reorganization proceedings, not to object to the Equity
Committee's filing of the alternative plan.  The Debtors and the
Equity Committee further agreed to coordinate the hearings
relating to the approval of the disclosure statements with
respect to the Amended Plan and the Proposed Equity Committee
Plan and Proposed Equity Committee Disclosure Statement and
confirmation of the Amended Plan or, to the extent applicable,
the Equity Committee Plan.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Plan Support Pact Approved Over Objections
------------------------------------------------------
Tronox Inc. and its units asked authority from the Court to enter
into a plan support agreement with the Official Committee of
Unsecured Creditors and certain holders representing more than 58%
in amount of Tronox Inc.'s prepetition unsecured notes; and an
equity commitment agreement among Tronox and the Backstop Parties
and pay certain fees and expenses in connection with the backstop
agreement.

The Debtors also sought the Court's approval of procedures and
related rights exercise forms for a rights offering to be
conducted in connection with Tronox's First Amended Plan of
Reorganization.

The Official Committee of Equity Security Holders and Anadarko
Petroleum Corporation and Kerr-McGee Corporation object to the
Debtors' request.

A. Anadarko & Kerr-McGee

Lydia Protopapas, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, complains that the Rights Offering and Rights Offering
Procedures unfairly impose an accelerated timeframe that strips
Class 3 creditors whose claims are not allowed by the proposed
November 5, 2010 Rights Expiration Date of the opportunity to
participate in the most significant portion of Class 3 recoveries
under the Plan, like the right to purchase up to 78.4% of the New
Common Stock in Reorganized Tronox at a significant discount to
the fair market value of the shares.

"Absent this portion of the recovery, Class 3 creditors will
receive a distribution of only approximately 15% to 22%," Ms.
Protopapas notes.  She adds that "Class 3 creditors should not be
barred from obtaining the maximum 75% to 100% recovery available
under the Plan simply because their claims have not been allowed
by an arbitrary and fast approaching deadline.

For this reason, Anadarko and Kerr-McGee assert that the Rights
Offering and Rights Offering Procedures should be modified to
permit all Class 3 creditors to realize equivalent economic value
under the Plan regardless of when their claims are allowed.

With regard to the Equity Commitment Agreement, Ms. Protopapas
points out that it permits the Backstop Parties to unilaterally
terminate the ECA, avoid their commitment to backstop the Rights
Offering, and receive an $11,100,000 termination fee based on
certain conditions that are unlikely to be satisfied.

Without modifications to remedy the defects of the Rights
Offering and Rights Offering Procedures, the Plan Support Motion
should not be approved, Anadarko and Kerr-McGee asserts.

B. Equity Committee

David A. Crichlow, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, notes that the Equity Committee does not object in
concept to the Debtors' pursuit of a rights offering as part of a
plan of reorganization for Tronox's profitable operations.

However, the Equity Committee objects to the exorbitant and
unprecedented commitment premiums that the Debtors are proposing
to pay certain favored bondholders in exchange for backstopping
their rights offering, Mr. Crichlow tells the Court.

The excessive fees permit the Backstop Parties to recover far
more than their allowed claims without any meaningful market test
of the purported "new value" they are committing, Mr. Crichlow
points out.  He adds that the excessive fees would be much better
spent providing greater recovery to stakeholders or supporting an
alternative rights offering pursuant to the Equity Committee Plan
that, unlike the Debtors' Amended Plan, properly values Tronox's
operations and provides for the company's public shareholders to
receive the meaningful value to which they are entitled.

The Debtors' ECA provides for a total commitment of $185 million
to be raised through a $170 million rights offering and the
issuance of $15 million in preferred stock.

Because all of the Backstop Fee will be paid in the new stock of
Reorganized Tronox, the final calculation of the total fee
requires a valuation of the reorganized company, which will
likely occur during the confirmation process later in this case,
Mr. Crichlow notes.  However, he says that under any reasonable
valuation of Reorganized Tronox, including the valuation set in
the Debtors' Amended Plan, the proposed Bondholder Backstop Fee
simply cannot be maintained.

Mr. Crichlow points out that based on the Equity Committee's
valuation of Reorganized Tronox, the proposed fee for committing
just $185 million is a staggering $53.2 million.  He notes that
even based on the Debtors' lower valuation, the proposed fee is
$37.4 million, which is still unreasonable.

Against this backdrop, the Equity Committee asks the Court to
deny the Debtors' Request.

C. Potential Backstoppers

The Potential Backstoppers -- Avenue Investments LP, Cetus
Capital LLC, Oak Hill Advisors LP, and P. Schoenfeld Asset
Management LP -- ask parties-in-interest to consider a certain
"Toggle ECA" and weigh it against the Debtors' ECA.

The Debtors have been presented with an equity commitment
agreement, executed by certain parties, including the Potential
Backstoppers -- collectively known as the "Toggle Backstoppers" -
- pursuant to which the Toggle Backstoppers have agreed to
backstop a $185 million common stock rights offering in return
for the payment of certain fees valued at a little more than
$21 million.

The Potential Backstoppers contend that the Toggle ECA has (a)
less representations and warranties to be given by the Debtors to
the Toggle Backstoppers, (b) fewer conditions to closing, (c)
fewer termination rights for the Toggle Backstoppers, including
longer milestone dates, (d) no special $4.5 million non-
defaulting backstopper fees that could be paid, and (e) no "no
shop" provisions constraining the Debtors.

In addition, the Toggle ECA provides for no preferred stock, but
rather the opportunity to purchase an additional $15 million of
common stock through the rights offering open to all Eligible
Holders, the Potential Backstoppers add.

The Toggle Backstoppers note that they have agreed to backstop
whichever of the Debtors' Plan or the Equity Committee Plan is
confirmed by the Bankruptcy Court -- thereby providing complete
assurance to the estate that no matter which side wins the
confirmation battle.

             Debtors and Creditors' Committee Respond

Based on the Debtors' efforts, which have been transparent to all
parties-in-interest and other participants in the Chapter 11
cases, it is no surprise that the only two parties objecting to
the Request do not question the Debtors' business judgment in
seeking approval to enter into the ECA and the amended PSA,
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
points out.

The Equity Committee simply argues that the consideration related
to the ECA is excessive and that Tronox should instead enter into
its proposed equity commitment agreement, Mr. Cieri says.

Mr. Cieri discloses that on September 14, 2010, an investor group
-- the same group backstopping the Equity Committee's plan --
provided Tronox with a proposal for an alternative equity
commitment agreement.  The Alternative ECA includes a "toggle"
feature whereby the parties thereto will sponsor either Tronox's
Plan or the Equity Committee's plan, whichever the Court
confirms, he says.

Mr. Cieri tells the Court that two members of the Equity
Committee -- the Chairman and another member -- are part of the
investor group that proposed the Alternative ECA to Tronox.  In
that regard, the Equity Committee Backstop Parties are offering
to provide funding for Tronox's Plan.

"This fact raises questions about the Equity Committee's motives
with respect to its objection to the Motion," Mr. Cieri asserts.

Specifically, Mr. Cieri points out, if the Debtors accept the
Alternative ECA, the Equity Committee Backstop Parties (a) will
receive value no matter which plan is confirmed and, (b) by
executing the Alternative ECA, necessarily support both plans.
Moreover, pursuant to the Alternative ECA, the Equity Committee
Backstop Parties have proposed to backstop the Debtors' Plan at
below a $700 million valuation, while the Equity Committee's Plan
is premised upon a $1.25 billion valuation, which clearly calls
into question the integrity of the Equity Committee's Plan, he
notes.

Based on these facts, the Equity Committee Backstop Parties
appear conflicted, as there is clear motivation for the Equity
Committee Backstop Parties to object to the ECA and require
Tronox to enter into the Alternative ECA, which, guarantees them
a benefit regardless of which plan gets confirmed, Mr. Cieri
argues.

With regard to Anadarko and Kerr-McGee, Mr. Cieri relates that
while their objection should be overruled, it did provide one
"pleasant" surprise:  Anadarko proposes to backstop Tronox's
Rights Offering.

Specifically, in Anadarko and Kerr-McGee's objection, they state
that they "hereby offer to provide the Backstop Commitment on
substantially the same terms set forth in the ECA and the
Registration Rights Agreement . . ."  Anadarko's offer is open
for three weeks, Mr. Cieri notes.

Notably, the term sheet for the Debtors' Plan is annexed to the
ECA.  Consequently, while Anadarko has not provided the Debtors
with a markup of the ECA and other documents to show its
unsubstantial changes thereto and, as a result, the Debtors are
not in a position to determine if the Anadarko and Kerr-McGee
offer is better than the ECA, Tronox is encouraged by Anadarko's
endorsement of the Debtors' Plan, Mr. Cieri tells the Court.

"Of course, Anadarko's willingness to invest in the very business
it jettisoned five years ago is not surprising as Reorganized
Tronox will emerge from Chapter 11 without the bad assets, legacy
environmental and tort liability and debt that Anadarko foisted
upon it," Mr. Cieri says.

When viewed in context, the issues raised by the Objectors are
motivated by their own interests and ignore the circumstances of
the Chapter 11 cases and the hard-fought negotiations and
compromises that gave rise to a global creditor settlement
resulting in a whole greater than the sum of its parts, Mr. Cieri
relates.

"These Chapter 11 cases are not about any party being paid in
full on its claims against Tronox, and they are certainly not
about creating profitable investment opportunities.  Rather,
these chapter 11 cases are about fairly allocating the value of
an insolvent enterprise among its stakeholders, and the fragility
and complexity of the creditor settlement embodied in Tronox's
proposed Plan cannot be overstated," Mr. Cieri says.

There is no alternative plan that provides the level of certainty
regarding a global settlement and appropriate capital structure
for Tronox, Mr. Cieri asserts.

For these reasons, the Debtors ask the Court to approve the
Request and overrule all objections.

The Debtors' response is joined by the Official Committee of
Unsecured Creditors.

                         *     *     *

The Court has approved the Plan Support Agreement and authorized
the Debtors and the Creditors Committee to implement its terms.
In addition, the Court authorized the Debtors and the Creditors
Committee to execute and implement the Equity Commitment
Agreement.  All objections were overruled.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TSI ACQUISITION: Moody's Affirms 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service revised the outlook for TSI Acquisition,
LLC to positive from negative based on expectations of near term
improvements in operating and financial performance.  Moody's also
affirmed TSI's Corporate Family Rating of Caa1, the senior secured
first lien rating of B3, and the senior secured second lien rating
of Caa3.  TSI Acquisition, LLC is the parent company of Titan
Specialties, Ltd., one of the largest manufacturers and suppliers
of well perforating gun assemblies and components in the U.S.

                         Rating Rationale

TSI's Corporate Family Rating of Caa1 and Probability of Default
Rating of Caa1 reflect the relatively small size of the company,
its size relative to its competitors, its reliance on a single
product line in a cyclical business, and a highly leveraged
balance sheet.

TSI's financial performance is highly correlated to the domestic
drilling rig count.  Moody's have revised the company's outlook
from negative to positive based on Moody's expectation that there
will be modestly higher drilling rig activity through the end of
2011 compared to the activity levels experienced in 2009.

"Due to the higher rig count year over year as well as the
industry's practice of drilling more horizontal wells with multi-
stage completions, Moody's expect TSI to report improving
financial results in the near term," said Stuart Miller, Vice
President.  Moody's positive outlook is based on the expectation
that the company will generate Free Cash Flow over the next 12
months which could be used to prepay debt or to invest in
additional cash flow producing assets.

The scale and business profile (cyclical, single product) will
continue to constrain TSI's ratings in a CFR band of B3 to Caa1 in
the near term.  To consider an upgrade in the CFR rating to B3,
the mid-cycle ratio of debt to adjusted EBITDA should be under
3.5X, a significant reduction from the current level of 6.6X.

If the Free Cash Flow does not materialize, or it is used in a
manner that does not reduce leverage, the positive outlook would
be removed or reversed.  The ratings could be downgraded if the
rig count falls faster than expected with a commensurate decline
in operating performance.  This would jeopardize TSI's liquidity
position due to the potential for non-compliance with its
financial covenants and the resulting inability to access its
revolving credit facility.

The last rating action was on June 24, 2009, when the CFR Rating
was downgraded to Caa1, the senior secured first lien debt was
downgraded to B3, the senior secured second lien debt was
downgraded to Caa3 and the company's outlook was revised to
negative.


UAL CORP: United-Continental Merger Gets Stockholders' Approval
---------------------------------------------------------------
Shareholders of UAL Corporation and Continental Airlines approved
the proposed merger of the two carriers at separate meetings held
September 17, 2010.

UAL, the parent company of United Airlines, said this development
cleared the way for the merger to close by an expected date of
Oct. 1, 2010.  The merger will also create the world's largest
airline based on passenger volume.

The carriers' filings with the Securities and Exchange Commission
disclose that more than 98 percent of the votes cast and 84
percent of the shares outstanding were voted by UAL stockholders
in favor of the transaction; and more than 98 percent of the votes
cast and 75 percent of the shares outstanding were voted by
Continental stockholders in favor of the transaction.

            Voting Results of UAL Stockholders

For        Against              Abstained    Non-Votes
---            -------        ---------    ---------
140,794,727    1,415,665      147,869          0

         Voting Results of Continental Stockholders

For                Against      Abstained    Broker Non-Votes
---            -------        ---------    ----------------
106,759,777    1,085,680      48,363           -

"This vote is a significant step toward closing our merger with
Continental, creating the world's leading airline and the
industry's best network for our customers, a strong company that
provides career opportunity for our people and an airline that can
deliver return for our shareholders," said Glenn Tilton, United
chairman and CEO.  "There is much work ahead as we bring these two
companies together, pulling the best from both of our companies,
and building on the work we have each done to strengthen our
airlines."

United and Continental's all-stock merger of equals announced in
May 3, 2010, is pursuant to the Agreement and Plan of Merger,
dated as of May 2, 2010, by and among UAL, Continental Airlines,
Inc. and JT Merger Sub Inc., a wholly owned subsidiary of UAL.

The companies have received clearance on the airlines' proposed
merger from the United States Department of Justice and the
European Commission.

Thomas J. Sabatino, Jr., UAL senior vice president, general
counsel & corporate secretary, said in a filing with the SEC that
the proposals submitted to UAL stockholders at the Special Meeting
were:

  * Proposal 1 - the approval of the issuance of shares of UAL
    common stock to Continental stockholders as contemplated by
    the Merger Agreement.

  * Proposal 2 - the adoption of UAL's amended and restated
    certificate of incorporation as contemplated by the Merger
    Agreement.

As voting results have shown, UAL stockholders approved the
issuance of shares of UAL common stock to Continental
stockholders.  They have also adopted UAL's amended and restated
certificate of incorporation, with these votes:

For               Against     Abstained    Non-Votes
---           -------     ---------    ---------
140,962,665   1,264,443   131,153       0

In connection with the Special Meetings, UAL and Continental also
solicited proxies with respect to a proposal to adjourn the
Special Meetings, if necessary or appropriate, for the purpose of
soliciting additional proxies.  The adjournment proposal, which
was unnecessary in light of the approval of the adoption of the
Merger Agreement by the carriers' stockholders, was not submitted
to the carriers' stockholders for approval at the Special Meeting.

The carriers are being advised by Bain & Co., the consultant Delta
Air Lines Inc. hired to help mesh operations with Northwest
Airlines Corp. beginning in 2008.

               Merger Changes to Start in 2011

Shared check-in kiosks and airport signs will appear next year in
a process the companies call "Customer Day One" as the new airline
adopts the United name, report Mary Jane Credeur and Mary
Schlangenstein of Bloomberg News.

Operational changes like joint Web sites probably won't occur
until about 2012, when United gets a single flying certificate
from U.S. regulators, they point out.

"On Customer Day One, Continental and United will be able to
conduct key customer processes, such as airport check-in and
upgrades, for any traveler, regardless of whether they are on a
Continental- or United-operated flight," Bloomberg quoted Julie
King, a spokeswoman for Houston-based Continental, as saying.

Passengers won't see many immediate changes when the deal closes,
Ms. King said, notes the report.  The Web sites for both carriers
will continue to operate as they do now, and each company will run
its own customer-service and marketing activities, she said.

Moreover, United's Mileage Plus and Continental's OnePass
frequentflier programs will operate independently until after the
closing.  Members' reward points will be combined, and the plans
will be blended in the first half of 2011, according to the
airlines.

The report further notes that United and Continental have decided
to keep United's Chicago headquarters.  They will incorporate
Continental's globe logo on the tails when they repaint planes,
says Bloomberg.

"As soon as your capability to operate as a single airline in the
customer's eye is there, then I would start using the single name,
the single brand," said Brett Snyder, an aviation consultant who
writes the blog CrankyFlier.com, notes Bloomberg.

Continental Chief Executive Officer Jeff Smisek will run the
company, while United CEO Glenn Tilton will become nonexecutive
chairman.

                     Merger's Potential Impact

Since potential network changes and other operational details
won't be known for some time, the longer-term impact remains
uncertain for airport credits and for such revenues as passenger
facility charges and landing fees that go to repay general revenue
bonds and other airport-related borrowing, Yvette Shields of Bond
Buyer reports.

Rating agencies and investors have said while they see the merger
having limited impact on airports because the airlines operate
complementary routes, it could escalate pressure on other airlines
to consolidate, Ms. Shields notes.  That could cut into passenger
volumes and lead to an erosion of airport liquidity and
debtservice coverage ratios, she says.

The greatest credit risk posed by the merger is to secondary
airport hubs operated by the two carriers and to airports where
the two represent more than 30% of flights, according to Moody's
Investors Service, she says.  The airlines account for more than
30% of passenger travel at just 13 airports, including most of
their hubs, Mr. Shields point out.

                Tilton's Letter to UAL Employees

Dear fellow employee,

Today our shareholders overwhelmingly approved our proposed merger
with Continental, effectively clearing our path for closing by
Oct. 1.

This is great news for our people, our customers, and our
stockholders and provides United with the opportunity to again be
the world's leading airline.  With this merger, we have the best
people and the world's best network, providing service to 350
destinations and connections to 1,000 destinations through our
Star Alliance partnerships.

For our customers and for our people, changes will be apparent
over time as we build upon the integration planning work our two
companies have been engaged in for the past five months and begin
to fully integrate.  That's really what this merger is all about:
bringing together the best of two great airlines, resulting in a
company that will be well positioned to provide stability and
career advancement for our people.

The path leading to this merger has not been an easy one for our
industry, our company, our people or our shareholders.  Together,
we have weathered skyrocketing oil prices, natural disasters and a
devastating recession.  During these tumultuous years we have
restructured our company, taking it from bankruptcy to industry-
leading on several financial and operating metrics -- and now we
are back as a global leader.

Through it all, we focused on doing the work and making the right
decisions to ensure United would be well positioned to succeed.

Closing our merger is a significant step on a longer path -- and
now that journey continues, as our two companies can begin to work
together to create the world's leading airline for our customers,
our people and our shareholders.

We are in the position we are today because of all the great work
happening all across the company, and I would like to thank our
board of directors and all of you for your part in creating the
new United Airlines.

Glenn

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.

UAL and Continental Airlines expect to close their merger by
Friday, Oct. 1, 2010.  Upon the closing of the merger, the holding
company, UAL Corporation, will be renamed United Continental
Holdings, Inc.

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

                           *     *     *

In September 2010, Fitch Ratings upgraded the debt ratings of UAL
Corp. and its principal operating subsidiary United Airlines,
Inc., prior to the expected closing of the merger between United
and Continental Airlines.  Fitch has also assigned a rating of
'BB-/RR1' to certain senior secured issues, which are obligations
of United and guaranteed by UAL.  The Rating Outlook for both UAL
and United is Positive.

United's ratings, which were placed on Rating Watch Positive in
May at the time the merger plan was announced, have been upgraded:

United:

  -- Issuer Default Ratings (IDR) to 'B-' from 'CCC';
  -- Secured bank credit facility to 'BB-/RR1' from 'B+/RR1';
  -- Senior unsecured to 'CC/RR6' from 'C/RR6'.

In addition, Fitch upgraded UAL's ratings:

  -- IDR to 'B-' from 'CCC';
  -- Senior unsecured to 'CC/RR6' from 'C/RR6'.


UAL CORP: Provides Operational Projections for Third Quarter
------------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on September 15,
2010, an investor update related to its financial and operational
outlook for the third quarter of 2010.

                            Capacity

Third quarter 2010 consolidated available seat miles (ASMs) are
estimated to be up 2.5% year-over-year.  Third quarter 2010
consolidated revenue passenger miles (RPMs) are estimated to be up
3.2% to 4.2% year-over-year.

                             Revenue

The company estimates consolidated passenger unit revenue (PRASM)
to be up 18.0% to 19.0% year-over-year for the third quarter, and
mainline PRASM to be up 18.5% to 19.5% year-over-year.

                        Non-Fuel Expense

The company estimates third quarter 2010 mainline non-fuel unit
cost per ASM (CASM), excluding profit sharing and certain
accounting charges, to be up 3.2% to 3.7% year-over-year, and
consolidated non-fuel CASM, excluding profit sharing and certain
accounting charges, to be up 2.7% to 3.2% year-over-year.

                         Profit Sharing

The company pays 15% of total GAAP pre-tax profits, excluding
special items and stock compensation expense, as profit sharing to
employees when pre-tax profit excluding special items and stock
compensation expense exceeds $10 million.  Profit sharing expense
is accrued on a year-to-date basis, and $63 million has been
accrued through the second quarter of 2010.  Stock compensation
expense in the third quarter is estimated to be $8 million, and
$29 million year-to-date through the third quarter 2010.

                          Fuel Expense

The company estimates mainline fuel price, including the impact of
cash settled hedges, to be $2.36 per gallon for the third quarter
based on the September 10th forward curve.

                 Non-Operating Income/Expense

Non-operating expense is estimated to be $170 million to
$180 million for the third quarter.

                         Income Taxes

Because of its net operating loss carry-forwards, the company
expects to pay minimal cash taxes for the foreseeable future and
expects an effective tax rate of 0% for the third quarter 2010.

               Unrestricted and Restricted Cash

The company expects to end the third quarter with an unrestricted
cash balance of approximately $4.9 billion, which includes
scheduled debt and capital lease payments of $220 million and debt
pre-payments of approximately $145 million.  The company expects
to end the third quarter with a restricted cash balance of
approximately $240 million.

      Credit Facility Fixed Charge Coverage Ratio Covenant

The company expects to be in full compliance with its credit
facility covenants in the third quarter.

                         Fuel Hedge Positions

For the third quarter, the company has hedged approximately 80% of
its estimated consolidated fuel requirements at an average crude
oil price of $79 per barrel.

                            Share Count

A full-text copy of the Investor Update is available for free at:

              http://ResearchArchives.com/t/s?6b6d

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.

UAL and Continental Airlines expect to close their merger by
Friday, Oct. 1, 2010.  Upon the closing of the merger, the holding
company, UAL Corporation, will be renamed United Continental
Holdings, Inc.


UAL CORP: S&P Keeps Ratings on CreditWatch "Positive" on Merger
---------------------------------------------------------------
Shareholders of Continental Airlines Inc. and UAL Corp. approved,
as expected, a merger between the companies.  Standard & Poor's
ratings on both entities (which also include UAL subsidiary United
Air Lines Inc.) remain on CreditWatch -- with negative
implications in the case of Continental, and with positive
implications in the case of UAL.  Also, S&P's ratings on both
airlines' enhanced equipment trust certificates (EETCs) remain on
CreditWatch with developing implications.

The merger, which S&P believes has now passed all material
preconditions, is scheduled to close Oct. 1, 2010.  According to
S&P, "We plan to resolve our CreditWatch review before that.  As
we stated previously, we expect our corporate credit ratings on
the rated entities, which will be based on the consolidated credit
quality of the parent company -- UAL, to be renamed United
Continental Holdings Inc. -- to be either 'B-' or 'B'.  Our review
will consider positive factors such as the improving financial
performance of both airlines and synergies expected from
the combination, as well as risks such as anticipated higher labor
costs under their eventually merged contracts.  Our ratings on the
EETCs could change based on the resulting corporate credit ratings
of the two airline subsidiaries (Continental and United) and on
our review of collateral protection for each EETC."


UAL CORP: To List on NYSE Under Ticker Symbol UAL After Merger
--------------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose
primary subsidiary is United Airlines, and Continental Airlines
(NYSE: CAL) announced that following the closing of the merger of
a wholly-owned subsidiary of UAL with and into Continental, the
holding company intends to list its common stock on the New York
Stock Exchange (NYSE) and open trading under the ticker symbol UAL
subject to approval by the UAL board of directors and the NYSE.
Upon the closing of the merger, the holding company, UAL
Corporation, will be renamed United Continental Holdings, Inc.

The companies expect to close the merger by Friday, Oct. 1, 2010,
and commence trading of the common stock of United Continental
Holdings, Inc., under the symbol UAL on that day.  Until that
time, the common stock of UAL Corporation will continue to trade
under the ticker symbol UAUA on the NASDAQ exchange and the common
stock of Continental will continue to trade under the ticker
symbol CAL on the NYSE.

"We look forward to officially closing our merger with
Continental, trading on the NYSE and the opportunity that the new
company presents for creating a sustainable profitable airline for
our shareholders, our customers and our employees," said Glenn
Tilton, United Airlines chairman and CEO.  "We also thank NASDAQ
for being an excellent partner to United for the past four years."

"As we near the close of our merger and the beginning of our
journey as one company, we are pleased to list on the NYSE," said
Jeff Smisek, Continental's chairman, president and CEO.  "The NYSE
is home to many of the world's most well- established and high-
quality companies and we believe it provides the ideal trading
platform as we build the world's leading airline."

The companies have received clearance on the proposed merger from
the United States Department of Justice and the European
Commission, and the stockholders of both companies have approved
the transaction.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.

UAL and Continental Airlines expect to close their merger by
Friday, Oct. 1, 2010.  Upon the closing of the merger, the holding
company, UAL Corporation, will be renamed United Continental
Holdings, Inc.

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

                           *     *     *

In September 2010, Fitch Ratings upgraded the debt ratings of UAL
Corp. and its principal operating subsidiary United Airlines,
Inc., prior to the expected closing of the merger between United
and Continental Airlines.  Fitch has also assigned a rating of
'BB-/RR1' to certain senior secured issues, which are obligations
of United and guaranteed by UAL.  The Rating Outlook for both UAL
and United is Positive.

United's ratings, which were placed on Rating Watch Positive in
May at the time the merger plan was announced, have been upgraded:

United:

  -- Issuer Default Ratings (IDR) to 'B-' from 'CCC';
  -- Secured bank credit facility to 'BB-/RR1' from 'B+/RR1';
  -- Senior unsecured to 'CC/RR6' from 'C/RR6'.

In addition, Fitch upgraded UAL's ratings:

  -- IDR to 'B-' from 'CCC';
  -- Senior unsecured to 'CC/RR6' from 'C/RR6'.


ULTIMATE ESCAPES: Taps Greenberg Traurig as Bankruptcy Counsel
--------------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Greenberg Traurig, LLP, as bankruptcy counsel, nunc pro tunc to
the Petition Date.

Greenberg Traurig will, among other things:

     a. negotiate, draft, and pursue documentation necessary in
        the Debtors' bankruptcy cases;

     b. prepare applications, motions, answers, orders, reports,
        and other legal papers necessary to the administration of
        the Debtors' estates;

     c. appear in Court and protect the interests of the Debtors
        before the Court; and

     d. assist with any disposition of the Debtors' assets, by
        sale or otherwise.

The hourly rates of Greenberg Traurig's personnel are:

        Nancy A. Mitchell                         $890
        Jeffrey M. Wolf                           $750
        Scott D. Cousins                          $710
        David D. Cleary                           $595
        Jason L. Weidberg                         $475
        Whitney S. Baron                          $405
        Elizabeth M. Connolly                     $380
        Doreen Cusumano                           $280
        Elizabeth Thomas                          $220
        Shareholders                           $340-$1090
        Of Counsel                             $360-$935
        Associates                             $175-$610
        Legal Assistants/Paralegals             $60-$310

Nancy A. Mitchell, Esq., a shareholder at Greenberg Traurig,
assures the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


ULTIMATE ESCAPES: Wants to Hire BMC Group as Claims Agent
---------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
BMC Group as claims and noticing agent nunc pro tunc to the
Petition Date.

BMC will, among other things:

     a. prepare and serve required notices in the Debtors'
        bankruptcy cases;

     b. maintain copies of proofs of claim and proofs of interest
        filed;

     c. maintain official claims register, including among other
        things, information for each proof of claim or proof of
        interest; and

     d. implement security measures to ensure the completeness and
        integrity of the claims register.

BMC will charge the Debtors with BMC's standard prices for its
services, expenses and supplies at the rates or prices in effect
on the day the services and supplies are provided to the Debtors.
Neither the Debtor nor BMC disclosed the rates or prices for BMC's
services.  At the commencement of the service agreement between
the Debtors and BMC, the Debtors may provide BMC with an initial
advance payment retainer.

Tinamarie Feil, BMC's president of client services, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, assists the
Debtors in their restructuring efforts.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


ULTIMATE ESCAPES: Wants to Obtain Financing, Use Cash Collateral
----------------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from CapitalSource Finance LLC as
administrative, payment and collateral agent, CapitalSource
Bahamas LLC as collateral agent, and CapitalSource Bank as lender,
and to use cash collateral.

The DIP lenders have committed to provide up to $2,322,720 through
October 8, 2010, and up to $3,631.983 through October 22, 2010.
The DIP facility will mature on October 22, 2010.

Scott D. Cousins, Esq., at Greenberg Traurig, LLP, explains that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

As security for the DIP indebtedness, the Agents will be granted
these security and liens in all currently owned or hereafter
acquired property and assets of the Debtors: (a) perfected first
priority senior security interest in the DIP facility collateral;
(b) a perfected security interest in and lien upon the DIP
facility collateral; (c) a perfected first priority senior priming
lien on all of the DIP facility collateral, including the
prepetition collateral, which will be senior to all other security
interests and liens in the property of the Debtors' estates except
for permitted liens and prepetition liens; and (d) neither the
prepetition liens nor the DIP facility liens will be subject to
subordination to any other liens, security interests or claims.

The Agents and the original lender have consented to the Debtors'
use of cash collateral.  As adequate protection for any diminution
in value, the Debtors will grant the Agents valid, binding,
enforceable and perfected additional and replacement liens in all
property of the Debtors' estates.  If the adequate protection
isn't sufficient, the Agents and the original lender will (i) have
a claim allowed under Sections 507(a)(2) and 507(b) of the U.S.
Bankruptcy Code; and (ii) be entitled to seek further adequate
protection of its interests and further relief as consistent
therewith.  The Debtors will also grant the Agents and the
original lender (a) repayment of the principal amount of the
prepetition obligations in accordance with the DIP orders; and (b)
payments in the amount of interest, fees, costs and expenses with
respect to the prepetition obligations in accordance with the DIP
orders.

The prepetition obligations will bear interest at the applicable
default rates in the DIP loan documents and the prepetition loan
documents.  The DIP indebtedness will bear interest at the same
default rate as in the prepetition loan documents.

More information is available at:

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


Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, assists the
Debtors in their restructuring efforts.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

BMC Group is the Debtors' claims and noticing agent.

The Debtors estimated their assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNIFI INC: Three Officers Set to Provide Investor Briefing
----------------------------------------------------------
William L. Jasper, President and Chief Executive Officer, Ronald
L. Smith, Vice President and Chief Financial Officer, and Roger
Berrier, Executive Vice President of Sales, Marketing and Asian
Operations of Unifi Inc. are scheduled to provide a series of
investor briefings commencing on September 21, 2010.

The Company's projected adjusted EBITDA for fiscal year 2011 is
expected to be in the upper end of the guidance of $60 million to
$65 million previously provided.  In addition, the Company's
projected adjusted EBITDA for the first quarter of fiscal year
2011 is expected to be approximately $18 million, which exceeds
the Company's previous guidance of $15 million to $17 million.

A full-text copy of the Slide Package in available for free
at http://ResearchArchives.com/t/s?6b78

                         About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.

Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B-' corporate credit rating, on
Greensboro, N.C.-based Unifi Inc. on CreditWatch with positive
implications.


USA COMMERCIAL: 9th Cir. Affirms Lower Ct. Ruling in Silar
----------------------------------------------------------
USA Commercial Mortgage Company was a short-term high interest
rate mortgage loan underwriter, originator, broker, funder, and
servicer.  USACM solicited individuals and entities to invest in
fractionalized interests in those loans.  There were often 200 to
300 direct lenders for a single loan transaction.

USACM filed voluntary Chapter 11 bankruptcy in 2006 and its assets
were sold at auction.  The loan servicing rights were a valuable
asset because of the loan servicing fees and the possibility of
default interest, late charges, success fees, and other fees.
Compass Partners, LLC, submitted the highest bid for the assets.

The recognized bankruptcy committees, including the committee
representing direct lenders, relied on Compass's ability to obtain
financing for the $67 million purchase price.  Silar Advisors,
L.P., financed Compass's purchase, and perfected a security
interest in the assets.

Shortly after confirmation of the bankruptcy plan, some
dissatisfied direct lenders wanted to terminate Compass as
servicer.  On May 18, 2007, those direct lenders sent a letter to
Compass that purported to terminate Compass as servicer, and sent
letters to the borrowers that stated that Compass was no longer
the servicer and that payments should be made directly to the
lenders.

The dissatisfied direct lenders sued Compass in federal court, and
the case was transferred to bankruptcy court as an adversary
proceeding.  The bankruptcy court issued a stand-still order to
preserve the status quo as it existed on May 15, 2007, before the
direct lenders sent the letters or filed the suit.  The order
stated that Compass would remain the loan servicer and the
borrowers would pay Compass.  The bankruptcy court then
transferred the case back to district court.

The dissatisfied direct lenders moved in the district court to
dissolve the bankruptcy court's stand-still order.  Instead of
dissolving the order, the district court continued it as a
preliminary injunction on November 6, 2007.  To protect the direct
lenders, the preliminary injunction orders, inter alia, that
Compass must employ a Nevada-licensed subservicer; Compass must
place any disputed fees in a remittance account; and Compass may
not transfer or encumber its right as a loan servicer, except the
existing encumbrances to Silar.

By this time, Compass's assets were drained.  Silar foreclosed on
Compass and created an affiliate company, Asset Resolution, LLC,
to hold the loan servicing rights.  The direct lenders allege that
Compass and Asset Resolution performed badly as servicer by, for
example, failing to pay property taxes, failing to perform
maintenance, and improperly refusing loan payoff offers.

On January 15, 2009, a group of direct lenders filed a motion to
vacate the preliminary injunction.  The court stated that because
Compass was no longer actively participating in the litigation,
there would be no basis for continuing the injunction unless Asset
Resolution substituted for Compass.  On March 2, 2009, Silar and
William A. Leonard, Jr., Trustee for the Estate of Asset
Resolution LLC, filed a motion to substitute Asset Resolution for
Compass under Federal Rule of Civil Procedure 25(c).  At the
combined hearing on the motions, direct lenders Donna Cangelosi et
al., as Appellants, asked the court to impose an injunction bond
if it granted Silar et al.'s motion to substitute.  The court
denied the Appellants' motion to vacate, granted the Appellees'
motion to substitute, and denied the Appellees' request for an
injunction bond.  The Appellants appeal those orders to the United
States Court of Appeals for the Ninth Circuit.

The litigation involves servicing rights to roughly 60 loans
currently valued at roughly $485 million.

On September 8, Circuit Judges Alfred T. Goodwin and William A.
Fletcher, Circuit Judges, and Senior District Judge Richard Mills,
for the Central District of Illinois, sitting by designation, held
that the district court did not abuse its discretion in denying
Appellants' motion to vacate the preliminary injunction.
Accordingly, the case is remanded for the district court to
determine whether an injunction bond is warranted.  The
interlocutory orders are affirmed in all other respects.

A copy of the Ninth Circuit's decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100908123

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.


U.S. INSURANCE: Trustee Can't Sue Park Avenue in Tenn. Ct.
----------------------------------------------------------
Richard P. Jahn, Jr., the chapter 7 trustee for U.S. Insurance
Group, LLC, sued Bedford Consulting Group, LLC, to avoid and
recover $6.5 million in fraudulent transfers.  In May 2010, the
trustee amended complaint to include two new defendants: Charles
J. Antonucci, Sr., and The Park Avenue Bank through its receiver,
the Federal Deposit Insurance Corp.

According to the amended complaint, Mr. Antonucci owned a
controlling interest in Bedford and he was also President, CEO,
and a director of The Park Avenue Bank at the times of the
transfers.  The complaint alleges that Bedford and Mr. Antonucci,
through "false and misleading representations," obtained authority
over the debtor's account at the bank and used that authority to
effectuate transfers from the debtor to Bedford.  Once Bedford had
possession, those funds were further transferred to Mr.
Antonucci's personal account and then transferred back to The Park
Avenue Bank under the guise of a "capital contribution."

Between the filing of the original and amended complaints, the New
York State Banking Department closed The Park Avenue Bank and the
FDIC was appointed receiver.  In compliance with the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989, the
trustee filed a claim against the bank with the FDIC, but that
claim was disallowed on June 17, 2010.  The FDIC filed a motion to
dismiss the trustee's suit against The Park Avenue Bank, arguing
that the U.S. Insurance court has no subject matter jurisdiction
to hear the trustee's action against the FDIC as receiver for the
bank.  Rather, the FDIC argues that the trustee's only option
under FIRREA is to file a lawsuit against the FDIC as receiver for
the bank in federal court, either in the district of the bank's
principal place of business, which would be in New York, or in the
district court in the District of Columbia.  The trustee contests
the motion to dismiss but has also filed suit in the District of
Columbia in an effort to obtain judicial review in the event the
court agrees with the FDIC and grants the motion to dismiss.

In a memorandum opinion dated September 9, 2010, Judge John C.
Cook noted that the trustee's action against The Park Avenue Bank
through its receiver the FDIC was not commenced until the filing
of the amended complaint.  Therefore, as a post-receivership suit,
the action is barred by 12 U.S.C. Sec. 1821(d)(13)(D).  Judge Cook
granted the FDIC's motion to dismiss for lack of subject matter
jurisdiction against that defendant.  The trustee may continue
pursuing its action against the FDIC as receiver for The Park
Avenue Bank in the district court for the District of Columbia
pursuant to Section 1821(d)(6)(A).

The case is Richard P. Jahn, Jr. v. Bedford Consulting Group, LLC;
Charles J. Antonucci, Sr.; and The Park Avenue Bank, by the
Federal Deposit Insurance Corporation, Receiver for The Park
Avenue Bank, Adv. No. 09-1174 (Bankr. E.D. Tenn., September 9,
2010), and a copy of the Court's memorandum is available for free
at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100909576

Based in Chattanooga, Tennessee, U.S. Insurance Group, LLC, dba
U.S. Transportation Insurance Agency, LLC, filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 09-12487) on
April 22, 2009.  Judge R. Thomas Stinnett presides over the case.
Thomas E. Ray, Esq., at Samples, Jennings, Ray & Clem served as
bankruptcy counsel.  The Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in debts.  The
case was converted to chapter 7 on June 18, 2009, and Richard P.
Jahn, Jr. was appointed the chapter 7 trustee.

The Park Avenue Bank was closed March 12, 2010, by the New York
State Banking Department, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Valley
National Bank, Wayne, New Jersey, to assume all of the deposits of
The Park Avenue Bank.


VERTELLUS SPECIALTIES: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Vertellus Specialties Inc.  Moody's also assigned ratings to these
proposed financings: Ba1 ratings to the $85 million Asset Based
Revolving Credit Facility due 2015 and B1 ratings to the
$325 million Senior Secured Notes due 2015.  The ABL benefits from
a one-notch rating uplift to Ba1 from Ba2 as it is deemed to be
well structured which is likely to prevent losses in the event of
default.  The proceeds from the Notes and drawings under the Asset
Based Revolving Facility will be used to repay the $210 million
First Lien Term Loan, the $120 million Second Lien Term Loan, and
for corporate purposes.  The outlook is stable.

                         Ratings Rationale

The B1 CFR rating takes into account the company's high leverage -
- at the closing of the transaction Vertellus will have an
expected adjusted debt to EBITDA ratio of about 5.0x and a
reliance on the ABL credit facility.  The company's reliance on
the ABL facility reflects growth initiatives including the
acquisition of one joint venture and expected higher than normal
capex due to capital projects planned for the next two years.  The
B1 CFR is supported by Vertellus's leading market positions in
many products, varied and long lived customer relationships, and
products that provide unique functionality to customers and often
represent a small portion of customer's final cost.  Moody's also
believes that revenues are relatively stable with over 47% of 2009
revenues generated under long-term contracts, and about half of
these contracts are tied to sales contracts with margin protection
features.

Moody's believes that the company benefits from its products being
included in many key end markets which are not highly cyclical
(i.e., agricultural, nutrition, personal care, pharmaceutical, and
medical).  Additionally, Vertellus is globally diversified with
57% of revenue generated outside of North America, eight operating
facilities globally, and a diverse array of products and end-
markets.  Vertellus's business profile has resulted in EBITDA
margins in the mid-high teens which map to a strong investment
grade rating in the methodology grid.  These margins combined with
a low level of maintenance capex aided in the generation of free
cash flow in the past 24 months during a global downturn.

The stable outlook reflects Moody's expectation that Vertellus
will generate free cash flow over the next two years which will be
used to reduce the revolver drawings.  The outlook assumes that
Vertellus will successfully complete one joint venture acquisition
and capital expansion projects, continued positive free cash flow
generation, and continued EBITDA performance reflecting margins
appropriate for a specialty chemicals company.  Currently, upside
to the rating is limited because of the size of the company
(revenue base is approximately $500 million,) but a positive
outlook could be considered should the company be able to
significantly reduce leverage and generate sustainable free cash
flow to debt in excess of 6%.  Any decline in EBITDA margins or
unexpected increases in debt could cause a change in the outlook
or a negative rating action.

This summarizes the ratings activity.

Vertellus Specialties Inc.

Ratings assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $85mm Asset Based Revolving Credit Facilities due 2015 -- Ba1
  (LGD2, 19%)

* $325 mm Senior Secured Notes due 2015 -- B1 (LGD4, 52%)

* Ratings outlook -- Stable

Vertellus' liquidity position is adequate.  Including future capex
combined with amounts drawn on the ABL at the close of funding
Moodys expects that Vertellus will have over half of the ABL
facility drawn and will work to pay it down over the next 18
months.  Liquidity is supported by the $9.4 million cash balance
at the end of the second quarter, June 30, 2010, expectation of
positive free cash flow, and availability under the revolving
credit facility.  The proposed $85 million 4.5 year ABL credit
facility will have approximately $50 million of availability upon
completion of the financing.

Vertellus Specialties Inc., a private company controlled by
private equity firm Wind Point Partners, is a leading global
manufacturer of pyridine and pyridine derivative chemicals and
innovator in renewable chemistries for plastics and coatings, high
performance additives for medical and plastics applications, and
complex intermediates for pharmaceutical and agriculture
customers.  Vertellus offers a diverse range of customers a broad
array of products to seven target markets: agricultural,
nutrition, personal care, industrial specialties, polymers and
plastics, pharmaceutical and medical, and coatings, adhesives,
sealants and elastomers.  Headquartered in Indianapolis, Indiana,
the company has operating facilities in the U.S., the United
Kingdom, Belgium, and China.  Revenues for the twelve months
ending June 30, 2010, were $496 million.


VISTEON CORP: Asks for Review of UAW OPEB Reinstatement Order
-------------------------------------------------------------
Visteon Corp. and its units want the U.S. District Court for the
District of Delaware to review whether the Bankruptcy Court erred
in holding that the opinion and judgment of the U.S. Court of
Appeals for the Third Circuit entered in July 2010 is applicable
to current and future retirees represented by the International
Union, United Automobile, Aerospace and Agricultural Implement
Workers of America, and their spouses, surviving spouses, domestic
partners and dependents, when:

  (i) neither the UAW nor any UAW retiree appealed the Dec. 22,
      2009 Bankruptcy Court's OPEB Order, which conclusively
      decided the UAW retirees' claims; and

(ii) the Third Circuit's opinion and judgment neither mention
      the UAW retirees nor address or decide any claim of the
      UAW retirees.

As reported in the TCR on August 19, 2010, the International
Union, United Automobile, Aerospace and Agricultural Implement
Workers of America filed a motion asking U.S. Bankruptcy Judge
Christopher Sontchi to compel Visteon Corp. and its units:

  (a) to make "other post-employment benefits" payments
      retroactive to when those benefits were terminated on
      May 1, 2010; and

  (b) to continue making those payments in the future,

in accordance with the July 2010 ruling of the Third Circuit
Court of Appeals for the reinstatement of those benefits.

As reported by the TCR on August 27, 2010, Bankruptcy Judge
Christopher S. Sontchi for the District of Delaware directed
Visteon Corporation and its debtor affiliates to restore health-
care and life-insurance benefits to thousands of the Company's
retired workers.  Judge Sontchi made his remark just before the
August 17, 2010 hearing on the request of union-represented
Visteon retirees to compel Visteon for a reinstatement of the
retiree benefits.

The Unions -- the IUE-CWA, Industrial Division of the
Communications Workers of America, AFL-CIO, CLC, and the
International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America -- on behalf of Visteon
retirees, specifically sought the retroactive reinstatement of
the retiree benefits to when those benefits were terminated on
May 21, 2010.

At the August 17 hearing, Judge Sontchi said he wanted a
"seamless continuation" of benefits for retirees from salaried
positions, as well as retirees represented by unions, Peg
Brickley of The Wall Street Journal reports.

In December 2009, the Bankruptcy Court authorized the termination
of certain post-employment benefits provided under the Visteon
Corporation Health and Welfare Program for Salaried Employees;
the Visteon Systems, LLC Health and Welfare Benefit Plan for
Hourly Employees at Connersville and Bedford Location; the
Visteon Systems, LLC Health and Welfare Benefit Plan for Hourly
Employees at North Pennsylvania location; and the Visteon
Caribbean, Inc. Employee Group Insurance Plan.

The IUE-CWA took an appeal of the original OPEB Termination Order
to the U.S. Bankruptcy Court for the District of Delaware.  The
District Court subsequently affirmed the Bankruptcy Court's
decision.  The IUE-CWA thus took a further appeal to the Third
Circuit Court of Appeals.

The Third Circuit reversed the District Court's ruling on
July 13, 2010.  The Third Circuit specifically ordered the
District Court to direct the Bankruptcy Court (i) to order the
Debtors to take whatever action is necessary to immediately
restore all terminated or modified benefits to their pre-
termination or modification levels, and (ii) to prohibit any
future termination of modification of the benefits except through
compliance with the procedures set forth under Section 1114 of
the Bankruptcy Code.

In light of the Third Circuit ruling, Visteon agreed to reinstate
benefits only to IUE-CWA-represented retirees, arguing that the
UAW forfeited its rights for entitlement to the retiree benefits
when it did not assert an appeal to the original Bankruptcy Court
Order on the Benefits Termination Motion.

Judge Sontchi rejected Visteon's position at the August 17
hearing, saying that he felt "strongly" that all Visteon retirees
should get their benefits back, in line with the Third Circuit's
decision, The Wall Street Journal relates.

About 2,000 retirees are represented by IUE-CWA while 4,500
retirees either are represented by UAW or are non-union retirees
from salaried position, The Wall Street Journal cites.

Moreover, Judge Sontchi said, "There needs to be no period by
which these people are not covered retroactively," according to
WSJ.

The Associated Press also relates the Judge Sontchi's recent
decision comes in light of a rehearing requested by Visteon of the
benefits reinstatement that was consequently denied by the Third
Circuit.

                   Debtor's Bankruptcy Appeal

The Debtors want the U.S. District Court for the District of
Delaware to determine whether the Bankruptcy Court erred in
holding that the opinion and judgment of the U.S. Court for
Appeals for the Third Circuit entered in July 2010 is applicable
to current and future salaried retirees, and their spouses,
surviving spouses, domestic partners and dependents, when:

  (i) no salaried retiree appealed the Bankruptcy Court's
      December 22, 2009 OPEB Order, which conclusively decided
      the salaried retirees' claim; and

(ii) the Third Circuit's opinion and judgment neither mention
      the salaried retirees nor address or decide any claim of
      the salaried retirees.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.  Visteon expects to emerge
from Chapter 11 upon completion of necessary closing conditions,
which the Company expects to occur by October 1.


VISTEON CORP: IUE-CWA Memorandum of Understanding Approved
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the memorandum of understanding
between IUE-CWA, the Industrial Division of the Communication
Workers of America, AFL-CIO and Visteon System LLC and its debtor
affiliates providing for the modification of retiree welfare
benefits of IUE-CWA-represented retirees.

The IUE-CWA Settlement Agreement calls for Visteon's payment of
$12,000,000 in the aggregate in full satisfaction of (i) the
claims of IUE-CWA represented retirees who were once employed by
Visteon in its plants in Connersville and Bedford, Indiana; and
(ii) attorneys' fees and costs incurred by the IUE-CWA in
litigating the matter.

Retirees age 65 and older as of April 2010 may receive up to
$2,000 in benefits.  Retirees under age 65 as of April 2010 may
receive $8,000 in benefits plus $500 for each full year under age
65.

In an official statement, the IUE-CWA said it negotiated and
reached with Visteon the Settlement Agreement for the
modification of "other post-employment benefits" of its retirees
in good faith.  The negotiations, according to the IUE-CWA, were
conducted pursuant to Section 1114 of the Bankruptcy Code.  The
IUE-CWA maintained that the Settlement permanently resolves its
dispute with the Debtors with respect to OPEB for IUE-CWA
retirees.  The Union further asserted that approval of the
Settlement Agreement is within the authority of the Bankruptcy
Court and is a fair and equitable settlement.

No objections or responses were lodged against the approval of
the IUE Settlement Agreement.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.  Visteon expects to emerge
from Chapter 11 upon completion of necessary closing conditions,
which the Company expects to occur by October 1.


VISTEON CORP: UAW Demands Restoration of Post-Employment Benefits
-----------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, a representative of
certain Visteon retirees, asks Judge Christopher S. Sontchi to
compel the Debtors to ensure the continued expedited restoration
of other post-employment benefits that were terminated on April 1,
2010.

The UAW seeks that the Debtors continue those benefits in
accordance with the July 2010 decision of the U.S. Court of
Appeals for the Third Circuit; the August 2010 Bankruptcy Court
Order granting in part and denying in part the UAW's motion to
compel the Debtors to restore OPEB to UAW retirees; and the order
confirming the Debtors' Fifth Revised Amended Plan of
Reorganization.

In the Chapter 11 Plan confirmed on August 31, 2010, the Debtors
acknowledged their obligation to restore up until the Plan
Effective Date previously terminated retiree benefits pursuant to
Third Circuit ruling.  The subsequent orders of the Bankruptcy
Court which the Debtors acknowledged as binding on them include
the UAW OPEB Reinstatement Order, in which the Bankruptcy Court
held that the Third Circuit's decision applied to UAW retirees.

A day after confirmation of the Plan, however, the Debtors filed
an appeal challenging the UAW OPEB Reinstatement Order, Bruce S.
Levine, Esq., at Cohen, Weiss and Simon LLP, in New York, counsel
for UAW, points out.

The UAW thus files a motion to ensure that pending resolution of
the Appeal, the Debtors will be held to their word and be
required to continue working diligently on reinstating benefits
seamlessly and retroactively so as to ensure full compliance with
Section 1114(e) of the Bankruptcy Code.

"The UAW is prepared to address the appeal in the District
Court," Mr. Levine says.  The UAW is however concerned that the
appeal process may drag on for months or years, he notes.

Mr. Levine further notes that the Debtors' settlement with the
IUE-CWA -- which will discharge the Debtors' obligation to
restore previously terminated OPEB for IUE-CWA retirees, in
exchange for COBRA coverage and cash payments -- raises the
question on whether the Debtors will now seek to renege on their
representations to the Court that they will restore previously
terminated OPEB for others.

The Debtors should be required to continue restoring previously
terminated benefits because the Plan expressly requires that they
do so, the UAW insists.

Robert Dudon, Michael Jarema, III, Miriam Rosario, William
Shillingford, Julio Soto, Dean Turner, Ronald Young, and Thomas
Zurek, on behalf of themselves and all other similarly situated
salaried retirees, filed with the Court a joinder to UAW's
request.

                  UAW Request is Not Warranted,
               Debtors & Creditors Committee Argue

The Official Committee of Unsecured Creditors contends that the
UAW Motion appears to be wholly unnecessary and should be denied.

The Creditors' Committee insists that the Debtors are not seeking
a stay of the OPEB-related Orders and are complying with the
Orders and terms of the confirmed Plan of Reorganization to
reinstate benefits for the UAW-represented salaried retirees.
"That the Debtors appealed the OPEB Order does not demonstrate
that they have delayed or intend to delay the reinstatement of
benefits," the Committee says.

The Committee further notes that the Debtors' settlement with the
IUE-CWA is of no basis for the relief requested by the UAW in its
current motion

Similarly, in a separate filing, the Debtors assert that the UAW
Motion is unnecessary and unwarranted and should be denied in its
entirety because:

  (a) the UAW does not provide any evidence or basis for its
      motion or the relief it seeks; and

  (b) the law is clear that Visteon's exercise of its legal
      right to appeal the Bankruptcy Court's OPEB reinstatement
      orders do not affect the binding nature of those orders,
      particularly in the absence of a stay.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.  Visteon expects to emerge
from Chapter 11 upon completion of necessary closing conditions,
which the Company expects to occur by October 1.


WALLET MASTERS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wallet Masters, LLC
        410 Armstrong Court
        Dayton, NV 89403

Bankruptcy Case No.: 10-53715

Chapter 11 Petition Date: September 17, 2010

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

Judge: Gregg W. Zive

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

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-53715.pdf

The petition was signed by Vincent M. Frere, managing member.


WASHINGTON MUTUAL: Committee Gets Standing to Pursue Suits
----------------------------------------------------------
Washington Mutual, Inc., WMI Investment Corp. and the Official
Committee of Unsecured Creditors sought and obtained approval
from Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware of a stipulation authorizing the Creditors'
Committee to prosecute certain claims; assert defenses and
commence litigation; or settle or abandon certain avoidance
actions on behalf of the Debtors.

Before the Petition Date, the Debtors transferred money or
property to or on behalf of third-party transferees,
beneficiaries, or obligees; and incurred obligations to or on
behalf of certain third-party transferees, beneficiaries, or
obliges.  The transfers made or obligations incurred potentially
give rise to causes of action under the Bankruptcy Code or other
applicable law, the Creditors' Committee avers.  It cites that
the Debtors may also have other causes of action related to by a
factual or transactional nexus to those Transfers.

Among the Avoidance Actions are colorable claims against certain
of the Transferees with respect to the Transfers, which, upon
presentation of appropriate proof, may entitle the Debtors'
estates to a recovery from the Transferees, David B. Stratton,
Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, counsel to
the Creditors' Committee, asserts.

Certain of the Transferees include current and former employees,
directors, stakeholders, and professionals of the Debtors or
their affiliates, who may be insiders of the Debtors, he notes.

Among the Insider Transferees is Alan Fishman, former chief
executive of WaMu Inc.  According to Reuters, Mr. Fishman
received $20 million, including severance, when he stepped down
as the Company's CEO.  Mr. Fishman assumed the position of CEO on
September 8, 2008, about 17 days before WaMu went bankrupt.

The Creditors' Committee and the Debtors believe that:

  (i) it is consistent with the Creditors' Committee's statutory
      Duties to authorize the Committee to commence litigation,
      settle or abandon certain of the Avoidance Actions,
      including, but not limited to, Avoidance Actions against
      about 216 Insider Transferees, a schedule of which
      is available for free at:

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

  (ii) the Creditors' Committee is an appropriate representative
       of the Debtors' estates (x) to investigate and determine
       which of the Assigned Avoidance Actions to commence
       against the Insider Transferees; and (y) to commence,
       litigate, settle, or abandon the Assigned Avoidance
       Actions as the Committee deems appropriate in the exercise
       of its duties; and

(iii) the Creditors' Committee will have discretion whether to
       commence, litigate, settle, or abandon the Assigned
       Avoidance Actions as it determines would be in the best
       interest of the Debtors' estates, considering the
       potential recoveries and the costs associated with
       litigating the Avoidance Actions, and other relevant
       concerns.

The Debtors consent to the Creditors' Committee's standing and
authority to pursue, settle, compromise, or abandon the Assigned
Avoidance Actions on their behalf and in consultation with them.

All parties-in-interest will retain the right to oppose the
reasonableness of any compromise or settlement of the Avoidance
Actions by the Creditors' Committee or the Debtors, but not the
underlying right of the Creditors' Committee to propose a
compromise or settlement of the Assigned Avoidance Actions.

The Debtors and the Creditors' Committee reserve all of their
rights, claims, and defenses with respect to all matters,
including all matters related to the Avoidance Actions.

The Stipulation for Standing is without prejudice to the rights
of the Debtors and the Creditors' Committee to make any other
applications for relief, including, without limitation, a request
for the Creditors' Committee to intervene in any action commenced
by the Debtors.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it disclosed assets of $32,896,605,516 and
debts of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WATERFORD GAMING: Moody's Cuts Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
senior unsecured notes ratings of Waterford Gaming LLC's and its
wholly-owned subsidiary and co-issuer, Waterford Gaming Finance
Corp. to Caa3 from Caa2.  It also lowered the probability of
default rating to Caa2 from Caa1.  The rating outlook is negative.

Ratings downgraded:

  -- Corporate family rating to Caa3 from Caa2

  -- Probability of default rating to Caa2 from Caa1

  -- Senior unsecured notes due 2014 rating to Caa3 (LGD4, 65%)
     from Caa2 (LGD 4, 65%)

  -- Rating outlook: revised to negative from stable

                         Ratings Rationale

The downgrade of CFR and the negative outlook reflect Moody's
increasing concern on Waterford's ability to generate sufficient
future cash flow to meet its debt obligations upon the maturity of
the Senior Notes Due 2014 based on current run-rate operating
performance.  Waterford fully relies for repayment on the upstream
cash distributions made by Trading Cove Associates, its 50%-owned
general partnership, which earns a 5% relinquishment fee based on
certain gross revenues of Mohegan Tribal Gaming Authority's
Mohegan Sun casino.  The weakened revenue generation at MTGA since
2008 has led to continued drop in relinquishment fee, resulting in
much slower than anticipated debt prepayment at Waterford.
Moody's believes that without a material and sustained improvement
in MTGA's revenues in the near term, the company will likely not
be able to generate adequate cash flow to pay off its Senior Notes
upon their 2014 maturity.

Further, the Caa3 CFR also considers the increased probability of
relinquishment fee blockage by MTGA, noting that MTGA has the
ability to block all or part of the relinquishment payments to TCA
in the event of a payment or non-payment default on MTGA's senior
secured or senior unsecured debt.  Additionally the Caa3 reflects
the limited recovery prospects for Waterford in the event of
MTGA's bankruptcy, liquidation or reorganization.

In a separate rating action, Moody's placed all the ratings of
MTGA under review for possible downgrade, which reflects Moody's
increasing concerns regarding MTGA's ability to reduce its high
leverage and improve its debt maturity profile.

Waterford is a special purpose company formed solely for the
purpose of holding a 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, CT.  The Mohegan Sun casino is owned and
operated by MTGA.


WHITING PETROLEUM: Moody's Assigns 'Ba3' Rating on $350 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 5, 78%) rating to
Whiting Petroleum Corporation's proposed $350 million senior
subordinated notes due 2018.  At the same time, Moody's upgraded
Whiting's Corporate Family Rating to Ba2 from Ba3, its Probability
of Default Rating to Ba2 from Ba3 and its senior subordinated note
rating due 2014 to Ba3 (LGD 5, 78%) from B1 (LGD 5, 90%).  Moody's
also affirmed Whiting's SGL-2 Speculative Grade Liquidity rating.
Proceeds from the proposed note issuance will be used to repay
debt outstanding under the company's credit agreement, a portion
of which was incurred to redeem its $150 million senior
subordinate notes due 2012 and $220 million senior subordinated
notes due 2013.  The rating outlook is stable.

Upgrades:

Issuer: Whiting Petroleum Corporation

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to Ba3,
     LGD5, 78% from B1, LGD5, 79%

Assignments:

Issuer: Whiting Petroleum Corporation

  -- Senior Subordinated Regular Bond/Debenture, Assigned Ba3
     LGD5, 78%

                         Ratings Rationale

"The ratings upgrade reflects Whiting's strong production growth
trends and improving financial leverage metrics," commented
Gretchen French, Moody's Assistant Vice President.  "While Whiting
has a high cost structure and heavy capital spending program, the
company has demonstrated a willingness to issue equity and reduce
capital spending during periods of weak commodity prices."

After pursuing a strategy of growing its asset base through
acquisitions for several years, Whiting has more recently been
focused on organic growth, primarily in the Bakken Shale and two
CO2 tertiary recovery projects in the Permian and Anadarko basins.
The company's production has grown approximately 37% since 2008,
and management is targeting production growth of 15-17% in 2010,
all of which is expected to be achieved organically.  Production
growth has been most rapid in the Bakken Shale, where Whiting
first began drilling in 2006.  Whiting's Bakken production has
grown to approximately 42% of the company's production (as of the
second quarter of 2010), as compared to less than 10% in 2008.

Whiting's production growth, as well as growth in proved developed
reserves, have benefited the company's financial leverage metrics.
Moreover, leverage metrics have declined due to lower debt levels,
which have declined from peak levels of approximately $1.3 billion
in 2008 to pro forma June 30, 2010 levels of approximately
$732 million.  Whiting's pro forma debt to PD reserves as of
June 30, 2010 was $4.19/Boe and its debt/average daily production
was $11,284 for the quarter ending June 30, 2010, as compared to
debt/PD reserves of $5.56/Boe and debt/average daily production of
$17,468 in 2009 and $7.87 and $26,106 in 2008.

Whiting's Ba2 Corporate Family Rating remains restrained by the
company's high cost structure, which has pressured returns during
periods of weak commodity prices.  In addition, the Bakken Shale
and the CO2 projects entail heavy capital needs and in the case of
CO2 operations, long lead times.

Given the recent upgrade, an upgrade in the near term is unlikely.
Over the longer term positive rating action could be considered if
Whiting continues to grow in size and scale while maintaining
reasonable reserve replacement costs and low financial leverage.

A downgrade is possible if Whiting were to experience weaker than
expected production levels on its Bakken drilling program and CO2
projects, high F&D costs, or materially increased leverage (debt
to PD reserves in excess of $6/Boe).

Whiting Petroleum Corporation is headquartered in Denver,
Colorado.


WHITING PETROLEUM: S&P Assigns 'BB' Rating on $350 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Whiting Petroleum Corp.'s proposed
$350 million senior subordinate notes due 2018.

The issue-level rating is 'BB' (the same as the corporate credit
rating).  The recovery rating on this debt is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event of
a payment default.

"S&P's recovery analysis incorporates Whiting's plans to use the
proceeds from the proposed notes offering to repay outstanding
balances under its secured revolving credit facility," said
Standard & Poor's credit analyst Amy Eddy.

Denver-based Whiting is an oil and gas company engaged in the
exploration and production of crude oil and natural gas.  S&P's
corporate credit rating on Whiting is 'BB', and the outlook is
stable.

                           Ratings List

                      Whiting Petroleum Corp.

      Corporate Credit Rating                   BB/Stable/--

                       New Ratings Assigned

                      Whiting Petroleum Corp.

           $350 Million Senior Sub Notes Due 2018    BB
             Recovery Rating                         3


WILLAIM LYON: Adopts Projection Completion Bonus Plan
-----------------------------------------------------
William Lyon Homes said it adopted its Projection Completion
Bonus Plan.  Under the Plan, with respect to any project, subject
to the terms of the Plan and subject to the participant remaining
in continuous service with the Company throughout the applicable
project, a participant will be entitled to receive a bonus equal
to the applicable percentage of the net profitsL

                                  Applicable
Participants                     Percentage  Applicable Projects
------------                     ----------  -------------------
Executive Vice President          0.875%      All

Chief Financial Officer           0.5%        All Projects

Senior Vice President of Finance  0.5%        All Projects

Division President                1.25%       Projects in
                                              President's division

Division President                0.25%       Projects in all
                                              other divisions

Senior Vice President of          0.75%       Projects in Senior
Operationg                                    Vice President's
                                              division

Senior Vice President of          0.125%      Projects in all
Operations                                    other divisions

On September 14, 2010, the Company completed notification of
participating employees of the establishment of the Plan and their
participation rights thereunder.

                        About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2010, showed
$823.17 million in total assets, $675.29 million in total
liabilities, and a stockholders' equity of $147.87 million.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."


WINALTA INC: Forbearance Agreement Extended Until October 31
------------------------------------------------------------
Winalta Inc. said it, together with certain of its subsidiaries,
Winalta Carlton Homes Inc., Winalta Homes Inc., Winalta Oilfield
Rentals Inc., Winalta Construction Inc., Winalta Carriers Inc.,
Baywood Property Management Inc. and 916830 Alberta Ltd. have
entered into a Third Extended and Amended Forbearance Agreement
with HSBC Bank Canada, Winalta's secured creditor, to extend the
period by which it would forbear from enforcing its claim for
repayment of indebtedness owed to HSBC by Winalta until October
31, 2010.

As part of the Amended Forbearance Agreement, Winalta's major
shareholder, Kos Corp. Investments Inc., a company owned and
controlled by Artie Kos, Winalta's President and Chief Executive
Officer and a director, has agreed to provide HSBC with a limited
secured guarantee of Winalta's obligations owing to HSBC.

The entering into of the Amended Forbearance Agreement will allow
Winalta to proceed with preparing a Plan of Arrangement under the
Companies' Creditors Arrangement Act (Canada).  Winalta
anticipates that it will be in a position to file a Plan of
Arrangement with the Court of Queen's Bench of Alberta, Judicial
Centre of Edmonton shortly.  Winalta will announce the terms of
the proposed Plan of Arrangement and the timing of any related
creditors' meetings following receipt of the approval of the Court
to the Plan of Arrangement.

Winalta also announces that it has completed the $12.3 million
sale of the Winalta Acheson manufacturing facility on September
21, 2010.  The proceeds from this transaction will be used and
applied to repay secured creditors. Following the completion of
this transaction, Austin Fraser, former Vice President Winalta
Homes has assumed the role of Senior Vice President, Winalta Inc.

Winalta Inc. is an Oilfield Rentals provider that leases portable
industrial accommodations and catering services to the energy
sector.


* FDIC to Vote on Ways to Wind Up Big Financial Companies
---------------------------------------------------------
Federal Deposit Insurance Corp. will vote on Monday on how the
government would dismantle large financial companies on the verge
of collapse, Reuters reports.

According to Reuters, the vote at a FDIC board meeting will be on
a rule that would take effect immediately, but also would allow
the agency to gather more comments.

Reuters relates FDIC Chairman Sheila Bair said last month that she
wants to move quickly on this authority, arguing it is key to
preventing future government bailouts of the financial industry.

Under the law, Reuters notes, the government would designate
certain financial companies as systemically important.  That means
the collapse one of those companies could threaten the financial
system. The FDIC has the power to seize and break them up if they
are heading toward collapse.

The FDIC is charged with liquidating these institutions much as it
does with banks that take deposits.  The new authority is part of
an effort to end the notion that certain institutions are "too big
to fail."

Reuters adds that the agency will also vote on whether to give
federal protection to securitizations backed by home loans and
other consumer debt if they meet higher standards and banks retain
some of the risk associated with the products.


* 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 Nikolay V. Gusenkov
      Valentina Gusenkov
   Bankr. E.D. Calif. No. 10-44345
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/caeb10-44345p.pdf
         See http://bankrupt.com/misc/caeb10-44345c.pdf

In Re Foremost Group #3, Inc.
   Bankr. S.D. Fla. No. 10-37331
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/flsb10-37331p.pdf
         See http://bankrupt.com/misc/flsb10-37331c.pdf

In Re TCB Hauling, LC
   Bankr. S.D. Iowa No. 10-04581
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/iasb10-04581.pdf

In Re Tulip Acquisitions, LLC
   Bankr. D. Mass. No. 10-19932
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/mab10-19932.pdf

In Re Granuband Macon, LLC
   Bankr. E.D. Mo. No. 10-20508
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/moeb10-20508.pdf

In Re Lincroft Florist, a New Jersey Corporation
   Bankr. D. N.J. No. 10-38196
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/njb10-38196.pdf

In Re Kenneth Daryle Rodriguez
   Bankr. D. N.M. No. 10-14645
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/nmb10-14645.pdf

In Re Brisco Properties LLC
   Bankr. E.D.N.Y. Case No. 10-77168
     Chapter 11 Petition filed September 13, 2010
         filed pro se

In Re Albert Ujueta
   Bankr. S.D.N.Y. Case No. 10-23900
     Chapter 11 Petition filed September 13, 2010
         filed pro se

In Re Oliverio Electric and Sales, Inc.
        aka Oliverio Electric, Inc.
   Bankr. W.D. Pa. No. 10-26517
     Chapter 11 Petition filed September 13, 2010
         See  http://bankrupt.com/misc/pawb10-26517.pdf

In Re Dorthia, Inc.
   Bankr. N.D. Texas No. 10-36464
     Chapter 11 Petition filed September 13, 2010
         See http://bankrupt.com/misc/txnb10-36464.pdf

In Re William Nathan Oates
      Barbara Ann Oates
   Bankr. D. Ariz. No. 10-29232
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/azb10-29232.pdf

In Re Iron Tree Homes, LLC
   Bankr. W.D. Ark. No. 10-74832
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/arwb10-74832.pdf

In Re O L Frisco, LLC
   Bankr. W.D. Ark. No. 10-74838
      Chapter 11 Petition filed September 14, 2010
          See http://bankrupt.com/misc/arwb10-74838.pdf
In Re Colonial Yacht Anchorage, Inc.
   Bankr. C.D. Calif. No. 10-49153
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/cacb10-49153.pdf

In Re Mario Teta, Jr.
   Bankr. D. Conn. No. 10-32755
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/ctb10-32755.pdf

In Re Michael A. Hartman, D.P.M., P.C.
   Bankr. E.D. Mich. No. 10-68612
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/mieb10-68612p.pdf
         See http://bankrupt.com/misc/mieb10-68612c.pdf

In Re Real Pit BBQ Management LLC
   Bankr. D. Nev. No. 10-27305
     Chapter 11 Petition filed September 14, 2010
         See  http://bankrupt.com/misc/nvb10-27305.pdf

In Re Robert Henry Brooks
   Bankr. D. N.H. Case No. 10-13965
     Chapter 11 Petition filed September 14, 2010
         filed pro se

In Re Arborwood Condominium Association
   Bankr. D. N.J. No. 10-38327
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/njb10-38327.pdf

In Re Arborwood II Condominium Association
   Bankr. D. N.J. No. 10-38328
     Chapter 11 Petition filed September 14, 2010
        See http://bankrupt.com/misc/njb10-38328.pdf

In Re M of M Inc.
   Bankr. E.D.N.Y. Case No. 10-77181
     Chapter 11 Petition filed September 14, 2010
         filed pro se

In Re Jacob M. Kopf
        aka Jay Kopf
   Bankr. S.D.N.Y. No. 10-14847
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/nysb10-14847.pdf

In Re Littlewater, LLC
        aka P & B Tavern
   Bankr. S.D.N.Y. No. 10-14843
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/nysb10-14843.pdf

In Re Domenico Centofanti
   Bankr. E.D. Pa. Case No. 10-17840
     Chapter 11 Petition filed September 14, 2010
         filed pro se

In Re The Nile Swim Club of Yeadon, Incorporated
   Bankr. E.D. Pa. No. 10-17853
     Chapter 11 Petition filed September 14, 2010
         See  http://bankrupt.com/misc/paeb10-17853.pdf

In Re Women of War Ministries
   Bankr. E.D. Pa. No. 10-17848
     Chapter 11 Petition filed September 14, 2010
         See  http://bankrupt.com/misc/paeb10-17848.pdf

In Re Gordon P. Hoppe
   Bankr. E.D. Tenn. No. 10-52409
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/tneb10-52409p.pdf
         See http://bankrupt.com/misc/tneb10-52409c.pdf

In Re Youth Resources
   Bankr. W.D. Wash. No. 10-47567
     Chapter 11 Petition filed September 14, 2010
         See http://bankrupt.com/misc/wawb10-47567.pdf

In Re Culla Investments, LLC
   Bankr. D. Ariz. No. 10-29406
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/azb10-29406.pdf

In Re Cove Construction Group, L.L.C.
   Bankr. S.D. Fla. No. 10-37560
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/flsb10-37560.pdf

In Re Thomas Joseph DiGrazia
        aka Tom DiGrazia
      Ina Pauline DiGrazia
        dba Sage Mountain Grill
   Bankr. D. Idaho No. 10-41648
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/idb10-41648.pdf

In Re BCS Distribution, Inc.
   Bankr. D. Mass. No. 10-20055
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/mab10-20055.pdf

In Re Hazel Hedges Living Trust
   Bankr. D. Nev. No. 10-27455
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/nvb10-27455.pdf

In Re Jennie Colette Slade
   Bankr. D. N.M. No. 10-14664
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/nmb10-14664.pdf

In Re Fabrica De Muebles Lugo, Inc.
   Bankr. D. Puerto Rico No. 10-08513
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/prb10-08513.pdf

In Re D.T.S.S. Properties, Inc.
        aka Complete Car Care
   Bankr. E.D. Va. Case No. 10-36372
     Chapter 11 Petition filed September 15, 2010
         filed pro se

In Re Homey Dale Siems
        dba Siems Ranching
      Angela (NMN) Siems
        dba Siems Ranching
   Bankr. D. Wyo. No. 10-21097
     Chapter 11 Petition filed September 15, 2010
         See http://bankrupt.com/misc/wyb10-21097.pdf

In Re Datum Communications Inc.
        aka Extreme Internet
   Bankr. D. Ariz. No. 10-29584
     Chapter 11 Petition filed September 16, 2010
        filed pro se

In Re Rosalie Guancione, a maritime trust
   Bankr. N.D. Calif. Case No. 10-59667
     Chapter 11 Petition filed September 16, 2010
         filed pro se

In Re Bay Image Group, Inc.
   Bankr. S.D. Fla. No. 10-37807
     Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/flsb10-37807.pdf

In Re The Water Connection Inc.
        dba The Source
   Bankr. S.D. Ga. No. 10-12135
     Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/gasb10-12135.pdf

In Re Conviction Enterprises Inc.
        dba Conviction Fitness, an Illinois Corporation
   Bankr. N.D. Ill. No. 10-41546
     Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/ilnb10-41546.pdf

In Re Millennium Eatery, Inc.
   Bankr. D. Mass. No. 10-44600
      Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/mab10-44600.pdf

In Re Maureen Bensadigh
   Bankr. D. N.J. Case No. 10-38517
     Chapter 11 Petition filed September 16, 2010
         filed pro se

In Re Glen Cutter Jewelers, Inc.
   Bankr. D. N.M. No. 10-14704
      Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/nmb10-14704p.pdf
         See http://bankrupt.com/misc/nmb10-14704c.pdf

In Re Supreme Chicken, Inc.
   Bankr. E.D.N.Y. No. 10-77253
      Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/nyeb10-77253.pdf

In Re Anthanasios III, LLC
   Bankr. D. Utah Case No. 10-32726
     Chapter 11 Petition filed September 16, 2010
         filed pro se

In Re Millennium Development, LLC
   Bankr. E.D. Wash. No. 10-05362
      Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/waeb10-05362.pdf

In Re Vista View Estates, LLC
   Bankr. E.D. Wis. No. 10-35140
      Chapter 11 Petition filed September 16, 2010
         See http://bankrupt.com/misc/wieb10-35140.pdf

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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