TCR_Public/100929.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 29, 2010, Vol. 14, No. 270

                            Headlines

ABITIBIBOWATER INC: Canadian Court Sanctions CCAA Plan
ABITIBIBOWATER INC: Proposes Distribution Claims Reserve
ABITIBIBOWATER INC: Receives Creditors' Support for Ch. 11 Plan
ABS INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors
AG ENERGY: Case Summary & 20 Largest Unsecured Creditors

AIRTRAN HOLDINGS: Moodys Puts Caa1 Corporate on Review for Upgrade
ALLEN COTTAM: Case Summary & 20 Largest Unsecured Creditors
ALLIED DEFENSE: Posts $9.4 Million Net Loss in June 30 Quarter
ALLIED DEFENSE: Transfers Trading of Common Shares to OTCQB
AIRTRAN HOLDINGS: S&P Puts 'B-' Corporate Credit Rating

ANNA NICOLE SMITH: High Court Agrees to Look at Case Again
AMERICAN SAFETY: Energizer Offered $301-Mil. for Assets
AMERICAN INT'L: Finalizing Plan to Repay U.S. Bailout Loans
ATLANTIC CITY HILTON: Landry's to Buy Casino if Receiver Named
BLOCKBUSTER INC: Wins Interim Approval for DIP Financing

BLOCKBUSTER INC: Wins Interim Approval to Pay Studio Claims
BLOCKBUSTER INC: Proposes to Pay Prepetition Employee Wages
BLOCKBUSTER INC: Wants to Limit Trading to Protect NOLs
BLOCKBUSTER INC: Wants to Pay Prepetition Carrier Charges
BLOCKBUSTER INC: Organizational Meeting to Form Panel on Oct. 1

BLUE CHIP: Case Summary & 9 Largest Unsecured Creditors
BNA SUBSIDIARIES: Case Summary & 20 Largest Unsecured Creditors
BOSTON GENERATING: Can Use Prepetition Lenders' Cash Collateral
CAPITOL HILL: Pillsbury Accord Doesn't Bar Malpractice Claims
CAPRIUS INC: Amends Securities Purchase Deal With Vintage Capital

CHEM RX: Signs Agreement to Sell All Assets to PharMerica
CHEMTURA CORP: Plan Confirmation Going Forward
CHEMTURA CORP: Settles Environmental Claims With EPA for $26MM
CHEMTURA CORP: Settles With State Environmental Agencies
CHINA SHENGHUO: Receives Notice from NYSE Amex LLC

CLAIM JUMPER: U.S. Trustee Forms Creditors Committee
CLEO INVESTMENTS: Voluntary Chapter 11 Case Summary
C.M.B. III: Case Summary & 22 Largest Unsecured Creditors
COLUMBIA MEGA: Case Summary & 6 Largest Unsecured Creditors
COMMAND CENTER: Appoints Fred Wilson to Board of Directors

CONSOLIDATED CAPITAL: Posts $153,000 Net Loss in June 30 Quarter
CUPIC LLC: Case Summary & 4 Largest Unsecured Creditors
DAMON PURSELL: Gets Interim Okay to Use MCK's Cash Collateral
DERIVIUM CAPITAL: Judge Rules on Grayson Suit v. Wachovia
DETROIT MEDICAL: Moody's Affirms 'Ba3' Rating on $486.4 Mil. Bonds

DOLLAR THRIFTY: Stands By Hertz; to Proceed With Sept. 30 Meeting
DOLLAR THRIFTY: PAR Capital to Vote "NO" on Hertz Deal
DONALD BRANDT: Statutes of Limitations Tolled in Military Service
DRYSHIPS INC: Earns $15.2 Million in June 30 Quarter
EMPIRE RESORTS: Not Nasdaq Compliant with Director Resignation

EMPIRE RESORTS: Settles With Noteholders and Indenture Trustee
FAIRPOINT COMMS: Appoints J. Hogshire as Vice-Pres. & Controller
FAIRPOINT COMMS: Seeks Approval of Wireless Settlement
FAIRPOINT COMMS: Settles CoBank's Claims on Patronage Stock
FLAHERTY MECHANICAL: Case Summary & 20 Largest Unsecured Creditors

FRASER PAPERS: Terminates Deal to Sell New Hampshire Paper Mill
FREDDIE MAC: Issues August 2010 Monthly Volume Summary
FX REAL ESTATE: Inks Subscription Deal with Select Directors
GARLOCK SEALING: Court Appoints J. Grier as Future Claims Rep.
GARLOCK SEALING: Proposes Rust Consulting as Claims Handling Agent

GARLOCK SEALING: Proposes to Establish Gen. Claims Bar Date
GEMCRAFT HOMES: Federal Judge Approves Reorganization Plan
GLIMCHER REALTY: S&P Affirms 'B+' Corporate Credit Rating
GLOBAL BEVERAGES: Posts $562,600 Net Loss in March 31 Quarter
GREAT ATLANTIC: Elects Thomas Casey to Board of Directors

GREDE FOUNDRIES: Wis. Court Says Electricity is a UCC "Good"
GREEN RIVER: Quality Carriers Can File Late Claims
GROVE COMMONS: Case Summary & 9 Largest Unsecured Creditors
GRS ELECTRONICS: Omega Can't Access Funds From Court Registry
HALAL 4 U: Judge Glenn Converts Case to Chapter 7

HARRISBURG, PA: Votes to Retain Bankruptcy Lawyers
HARRISBURG, PA: May Not Make Wednesday's Payroll to Workers
HEARTLINE FOODS: Has Not Meet Burden for "Nunc Pro Tunc" Relief
HOSPITAL DAMAS: Case Summary & 20 Largest Unsecured Creditors
HYTHIAM INC: Posts $2.5 Million Net Loss in June 30 Quarter

JESUP & LAMONT: Voluntary Chapter 11 Case Summary
JOSE FRANCO: Taps Victor Gratacos Diaz as Bankruptcy Counsel
LAS VEGAS MONORAIL: Judge Postpones Key Hearings in Case
LEHMAN BROTHERS: Barclays Want Calculations From SIPA Trustee
LEHMAN BROTHERS: Fidelity Opposes SunCal Settlement

LEHMAN BROTHERS: Judge Peck Approves Settlement With Aurora Bank
LEHMAN BROTHERS: Judge Peck Approves Woodlands Bank Settlement
LEHMAN BROTHERS: Proposes Settlement With Societe Generale
LEHMAN BROTHERS: To File New Restructuring Plan by 4th Quarter
LIFECARE HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating

LOCAL INSIGHT: Elects Two to Board of Directors
MAGNA ENTERTAINMENT: Del. Court. Rules on Simulcast Site Suit
MAJESTIC STAR: Creditors Motion to Terminate Exclusivity Baseless
MATTERHORN NURSEY: Sale Collapse Prompted Ch. 11 Filing
MERUELO MADDUX: Equity Holders Submit Revised Reorganization Plan

MOUNT VERNON: Files Schedules of Assets and Liabilities
MOUNT VERNON: U.S. Trustee Forms 6-Member Creditors Committee
NALCO CO: S&P Assigns 'BB+' Rating on $750 Mil. Senior Loans
NAT'L UNION OF HEALTHCARE: Members to Vote to Keep Union Contract
NEC HOLDINGS: Wants Plan Exclusivity Until January 6

NEDAK ETHANOL: Posts $3.2 Million Net Loss in June 30 Quarter
NEPHROS INC: Posts $365,000 Net Loss in June 30 Quarter
NEW LEAF: Completes $1.65 Million Bridge Notes & Warrants Offering
NIGHTHAWK RADIOLOGY: Moody's Retains 'B2' Corporate Family Rating
NOBLEPEAK VISION: Assigns All Its Assets to Joseph F. Finn

NUTRACEA: To Seek Confirmation of Full Payment Plan on Oct. 19
OCEAN CASINO: SunCruz Settles Gambling-Cruise Workers' WARN Suit
OMC INC: Plans to Restructure Debt to Union
OTC HOLDINGS: Plan Contemplates Consolidation and Assets Transfer
PACIFIC DEVELOPMENT: Committee Taps Parsons Behle as Counsel

PACIFIC DEVELOPMENT: Wants 90-Day Extension of Plan Exclusivity
PACIFIC ETHANOL: Signs Definitive Agreements to Raise $53.5MM
POWER DEVELOPMENT: Chapter 11 Case Dismissed
PERRY COUNTY: Bankr. Ct. Won't Rule on Remand Bid in Landfill Suit
PFG ASPENWALK: Case Summary & 10 Largest Unsecured Creditors

PRES-LAHAINA SQUARE: Has Until Nov. 1 to File Reorganization Plan
PRES-LAHAINA SQUARE: Taps Winthrop Couchot as Insolvency Counsel
REEF ENVIRONMENTAL: Files for Chapter 11 Protection in Alabama
REGAL ONE: Earns $408,576 in June 30 Quarter
REMINGTON RANCH: Unlicensed Contractor Has No Construction Lien

ROCK & REPUBLIC: Lender Protests 'Secret' Nature Sale Talks
ROTECH HEALTHCARE: Moody's Reviews 'Caa2' Corporate Family Rating
ROTECH HEALTHCARE: S&P Puts 'CCC' Rating on CreditWatch Positive
RUBICON US: Starwood-JPMorgan Units Complete Reorganization
SANSWIRE CORP: Posts $4.1 Million Net Loss in June 30 Quarter

SEA ISLAND: Oaktree-Led Auction Set for October 11
SHOPPES OF LAKESIDE: Gets Temporary OK to Use Cash Collateral
SHOREBANK CORP: Pacific and International Units Still Operating
SOUTHPOINT I: Podolsky Northstar Sells Building to KVH Industries
STERLING FINANCIAL: FDIC Lifts Cease Order on Sterling Bank

TAGISH LAKE: New Pacific Take-Over Bid to Expire September 27
TAYLOR BEAN: Ex-Chair's Fraud Case Stays In Va., Judge Says
TEGAL CORPORATION: Board Approves Bonuses to Company CEO and CFO
TEGAL CORPORATION: Posts $2.5 Million Net Loss in June 30 Quarter
TERRANCE COSGROVE: Case Summary & 20 Largest Unsecured Creditors

TIX CORPORATION: To Be Delist From NASDAQ
TONY NGUYEN: Case Summary & 15 Largest Unsecured Creditors
THOMPSON PUBLISHING: Organizational Meeting Set for Oct. 1
TRIBUNE COMPANY: Mediator Endorses Settlement
TRUVO INTERMEDIATE: S&P Withdraws 'D' Corporate Credit Rating

ULTIMATE ESCAPES: Organizational Meeting to Form Panel on Oct. 1
UNITED COMPONENTS: S&P Raises Corporate Credit Rating to 'B'
URBAN BRANDS: Asks Court to Extend Schedules Filing Until 45 Days
URBAN BRANDS: Gets OK to Hire BMC Group as Claims & Noticing Agent
URBAN BRANDS: Proposes New Ashley-Led Auction for Assets

URBAN BRANDS: Organizational Meeting to Form Panel on Oct. 1
US DATAWORKS: Silicon Valley Bank Forbearance Expires Sept. 30
VICTOR VALLEY: Gets Court's Interim Nod to Use Cash Collateral
VICTOR VALLEY: Gets Interim Nod to Obtain DIP Financing
WALKER-CALLAHAM: Case Summary & Largest Unsecured Creditor

WASHINGTON COMMONS: Case Summary & 8 Largest Unsecured Creditors
WEST CORP: Gets Green Flag to Amend Credit Agreements
WEST CORP: Plans to Offer $500 Million Senior Unsec. Notes
WHITE BIRCH: Senior Lenders Insist $175MM Bid Was Superior
WORKSTREAM INC: May 31 Balance Sheet Upside-Down by $20.1 Million

XENONICS HOLDINGS: Stock Delisted From NYSE Amex
Z TRIM: Incurs $3.6 Million Net Loss in June 30 Quarter

* Bank Failures This Year Now Total to 127
* FDIC Puts Off Resolution Authority Rule Vote

* Akin Gump and Orrick Herrington in Preliminary Merger Talks
* Cadwalader Wins M&A Advisor Turnaround Award of the Year
* Kramer Levin Haas 'Top 10 & 100' Attorneys on Super Lawyers List

* Upcoming Meetings, Conferences and Seminars

                            *********

ABITIBIBOWATER INC: Canadian Court Sanctions CCAA Plan
------------------------------------------------------
The Honourable Mr. Justice Clement Gascon, J.S.C., of the Quebec
Superior Court rendered an order sanctioning AbitibiBowater Inc.
and its affiliates' plan of reorganization under the Canadian
Companies' Creditors Arrangement Act on September 23, 2010.

As previously announced, on September 14 and 21, 2010,
respectively, the Company received approvals for its plans of
reorganization from affected creditors under the CCAA in Canada
and Chapter 11 of the U.S. Bankruptcy Code in the United States,
except with respect to Bowater Canada Finance Corporation (BCFC),
a special purpose company subsidiary with no operating assets,
which has been excluded from the Company's plans of
reorganization.

The Chapter 11 Plan and the CCAA Plan provide for the full
payment, on the Implementation Date and consummation of the U.S
Plan, of all of the AbitibiBowater Debtors' secured debt
obligations.  The Plans contemplate the conversion of unsecured
debt obligations to equity of the post-emergence reorganized
Abitibi.  Moreover, as an alternative to the debt-to-equity swap,
the basic structure of the CCAA Plan includes the possibility of
smaller unsecured creditors receiving a cash distribution of 50%
of the face amount of their Proven Claim if that claim was less
than $6,073, or if they opted to reduce their claim to that
amount.

"We are pleased to have received an order from the Quebec Superior
Court sanctioning our CCAA plan," stated David J. Paterson,
President and Chief Executive Officer.  "The rendering of this
court order represents a major milestone in the successful
restructuring of our Company."

Before the Canadian Court entered the Sanction Order, certain
parties raised objections to the CCAA Plan.  The Objecting Parties
include Aurelius Capital Management, LP, Contrarian Capital
Management, L.L.C., the provinces of Ontario and British Columbia,
and NPower Cogen Limited.  Aurelius and Contrarian are holders of
BCFC Notes.  Mr. Justice Gascon held that:

  -- the contestations of Ontario, British Columbia and NPower
     Cogen Limited have been satisfactorily resolved by adding
     to the Sanction Order sought limited "carve-out"
     provisions; and

  -- the contestations of Aurelius and Contrarian that (1) BCFC
     did not have an opportunity to vote on the CCAA Plan, (2)
     the CCAA Plan release provisions are overly broad, and (3)
     the NAFTA Settlement Funds are not properly allocated are
     ill founded.

Mr. Justice Gascon is satisfied that the CCAA Plan is fair and
reasonable.  The Plan represented a truly successful compromise
and restructuring, fully in line with the objectives of the CCAA,
whose implementation will preserve social and economic benefits to
the Canadian economy, he opined.

The Canadian Court acknowledged that risks are associated with
delaying the sanction of the CCAA Plan.  Among other things,
AbitibiBowater Chief Restructuring Officer Bruce Robertson
testified at the Sanction Hearing held on September 20 and 21 that
the monthly cost of any delay in Abitibi's emergence form the CCAA
process is approximately $30 million.

The Canadian Court also took into consideration the
recommendations of Ernst & Young, the appointed monitor of the
AbitibiBowater CCAA Proceedings.  In its 57th Monitor Report, E&Y
advised creditors that their approval of the CCAA Plan would be a
reasonable decision.  In its 58th Monitor Report, E&Y reaffirmed
its view that the CCAA Plan was fair and reasonable and
recommended the sanction of the CCAA Plan.

Accordingly, pursuant to the Sanction Order, the Canadian Court
authorizes and directs AbitibiBowater and its Canadian affiliates
to take all steps and actions necessary to implement and
effectuate the CCAA Plan.

The Stay Period in the CCAA Proceedings is extended through the
Implementation Date of the CCAA Plan, Mr. Justice Gascon further
ruled.

E&Y, in its 59th Monitor Report, recommended approval of the CCAA
Stay extension through the date of emergence from the CCAA
Proceedings, which the Canadian Debtors are targeting to be
October 14, 2010.

The confirmation hearing under AbitibiBowater's Chapter 11 process
is scheduled to start on September 24, 2010, in the U.S.
Bankruptcy Court in Delaware.  Subject to the satisfaction of
certain conditions provided for in the plans of reorganization,
AbitibiBowater continues to expect emergence from creditor
protection this fall.

Brandon Schwartz, media manager at Epiq Systems Class Action &
Claims Solution, certified that a copy of AbitibiBowater Inc.'s
Notice of the Confirmation Hearing, Confirmation Objection
Deadline and Disclosure Statement Approval has been published in
the New York Times and Le Presse on August 27, 2010, and September
3, 2010 respectively.

The Sanction Order rendered by the Quebec Superior Court on the
CCAA reorganization plan is available for free at:

              http://ResearchArchives.com/t/s?6b99

Full-text copies of the Supplemental 57th to 59th Monitor Reports
are available for free at:

http://bankrupt.com/misc/ABH_CCAA57thMonitorRpt_Spplmental.pdf
http://bankrupt.com/misc/ABh_CCAA58thMonitorRpt.pdf
http://bankrupt.com/misc/ABH_CCAA59thMonitorRpt.pdf
http://bankrupt.com/misc/ABH_CCAA59thMonitorRpt_Spplmental.pdf

                     About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Proposes Distribution Claims Reserve
--------------------------------------------------------
AbitibiBowater Inc. and its units ask the U.S. Bankruptcy Court to
authorize the establishment of a disputed claims reserve solely to
be used to determine distributions to Allowed Class 6 Claims under
their Chapter 11 Plan.

Class 6 Claims consist of general unsecured claims.  Holders of
these type of Claims are entitled to (i) receive a pro rata
distribution of the number of shares of New ABH Common Stock
allocated to the Debtor against which that Class 6 Claim is
Allowed, subject to dilution; and (ii) participate in the portion
of the Rights Offering allocated to the Debtor against which that
Class 6 claim is allowed based on the allocations of New ABH
Common Stock allocated to that Debtor.

The Plan provides that unless otherwise ordered by the Court, from
and after the Effective Date, and until the time that all Disputed
Claims have become Allowed Claims, compromised or settled, the
Disbursing Agent will reserve and hold in escrow, for the benefit
of each holder of a Disputed Claim, New ABH Common Stock in an
amount equal to the Pro Rata Share of distributions which would
have been made to the holder of a
Disputed Claim if it were an Allowed Claim in an amount equal to,
as applicable:

  (i) the Disputed Claim amount, unless the Claim is a Disputed
      Claim solely because of Section 502(d) of the Bankruptcy
      Code, in which case the disputed and undisputed amount of
      the Claim will be reserved; or

(ii) if the amount of the Disputed Claim will be estimated by
      the Court for purposes of allowance, the amount determined
      by the Court representing the maximum amount in which the
      Claim may ultimately be deemed an Allowed Claim; or

(iii) other amount as may be agreed upon by the holder of a
      Disputed Claim and the Debtors or Reorganized Debtors.

The Debtors inform the Court that they have not yet completed an
analysis of all of the claims filed in their cases, so they do not
know the potential universe of Disputed Claims.

The Debtors, however, have compiled a listing of all Class 6
Disputed Claims that were filed with no amount asserted as due --
each a "Zero Dollar Claim."  A full-text copy of the List is
available for free at:

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

With respect to each Claim, a "Reserved Amount" is identified
which contains the maximum amount for which the Debtors believe
they would be liable for distribution purposes under the Plan and,
accordingly, for which they intend to reserve, on an aggregate
basis only, on account of the Zero Dollar Claims in the Disputed
Claims Reserve.

In determining the Disputed Claims Reserve, the Debtors disclose
that they applied the following protocol to each Zero Dollar
Claim:

  * If the claim is covered by insurance, the amount of the
    deductible or self-insured retention applicable to that
    claim,

  * If the claim is not covered by insurance, the maximum amount
    of any demand (or demands) received by the Debtors on
    account of that claim, and

  * If the claim is not covered by insurance and the Debtors
    have not received any previous demand on account of the
    claim, an amount estimated by the Debtors and their advisors
    as the maximum potential exposure for that claim (if found
    to be meritorious).

Absent approval of the Disputed Claims Reserve, holders of
undisputed and liquidated Class 6 Claims will have their
distributions unduly delayed because the Debtors will be unable to
estimate the maximum New ABH Common Stock to be attributed to the
Zero Dollar Claims, Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts.

Moreover, he avers, the proposed Disputed Claims Reserve does not
prejudice holders of the Zero Dollar Claims, as it provides
sufficient protection to cover the maximum amounts at which those
claims could reasonably be expected to be allowed.

The Debtors maintain that the Disputed Claims Reserve is
reasonably tailored to strike an appropriate balance between
mitigating the potential for delay in distribution for holders of
liquidated and undisputed Claims and protecting the rights of the
holders of the Zero Dollar Claims, pending allowance or
disallowance of the Zero Dollar Claims.

Any creditor that believes an error has occurred in the manner in
which its claim has been listed on the Zero Dollar Claims List
and accounted for in the Disputed Claims Reserve may respond to
the Debtors' request.  Responding creditors must file with the
Court and submit to counsel to the Debtors a response to the
Motion identifying: (i) the name of the affected creditor,
(ii) the date of filing of that creditor's proof of claim and
the claim number, and (iii) the amount requested to be reserved
on account of that creditor in the Disputed Claims Reserve.

                     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: Receives Creditors' Support for Ch. 11 Plan
---------------------------------------------------------------
AbitibiBowater Inc. has received the necessary creditor approval
for its plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code, except with respect to Bowater Canada Finance
Corporation, a special purpose company subsidiary with no
operating assets, which has been excluded from the Chapter 11
plan.  The Chapter 11 plan of reorganization received overwhelming
support from creditors, both in dollar amount of claims and in
number of claim holders who voted on the plan, the Company noted
on September 21, 2010.

Having obtained the requisite votes from creditors, except with
respect to BCFC, the Company and its subsidiaries will exclude
BCFC from the process and proceed with plan confirmation.  The
Company does not believe that the exclusion of BCFC will affect
the timing of its confirmation hearing that is scheduled to start
on September 24, 2010, in the U.S. Bankruptcy Court in Delaware.

"We are pleased to have received approval by the vast majority of
creditors under the U.S. Bankruptcy Code for our chapter 11 plan
of reorganization," stated David J. Paterson, President and Chief
Executive Officer.  "We appreciate the support for our plans of
reorganization as we work to create a more sustainable and
competitive organization."

As previously reported, on September 14, 2010, the Company
received approval for its plan of reorganization from affected
creditors under the Canadian Companies' Creditors Arrangement Act
in Canada, except with respect to BCFC.  A copy of the certificate
Ernst & Young LLP, as the appointed CCAA Monitor in the Canadian
proceedings, prepared on the voting respects with respect to the
CCAA Applicants is available for free at:

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

Subject to the satisfaction of certain conditions provided for in
the plans of reorganization, AbitibiBowater continues to expect
emergence from creditor protection this fall.

Details of the voting results under the Chapter 11 plan of
reorganization, including votes on a class-by-class basis, are
reflected in a declaration filed to the Bankruptcy Court by
Stephenie Kjontvedt, senior consultant of Epiq Bankruptcy
Solutions, LLC, AbitibiBowater's claims and balloting agent.

A full-text copy of the Kjontvedt Declaration, including exhibits
on (1) the final votes tabulation, (2) results if certain votes
from guaranty claims are not counted, and (3) a report of all
ballots not included in the tabulation, is available for free at:

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

                   Abitibi Says Plan Confirmable

AbitibiBowater Inc. and its debtor affiliates assert that the
Second Amended Joint Plan of Reorganization they proposed fully
satisfies all applicable requirements of the Bankruptcy Code and
thus, ask Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware to confirm the Plan.

The Plan is the result of extensive, arm's-length negotiations
among the Debtors and their key creditor constituencies, the
Official Committee of Unsecured Creditors, a group of unsecured
noteholders that agreed to backstop the Debtors' Rights Offering,
and an ad hoc committee of unsecured noteholders, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, avers.

"As a result of these negotiations, all of the Debtors' key
constituencies support the Plan," Mr. Greecher notes.  "In light
of the myriad complex issues presented by these Chapter 11 Cases,
this level of support for the Plan is a significant achievement."

Overwhelming support for the Plan is further evidenced by the fact
that almost all Classes of the Debtors' unsecured creditors, voted
resoundingly to approve the Plan, Mr. Greecher adds.  "This
sweeping support evidences the fact that the Plan meets each and
every requirement set forth in Section 1129 of the Bankruptcy
Code."

The resulting Chapter 11 Plan, along with the CCAA Plan, proposes
to pay prepetition and postpetition secured lenders in full, and
equitizes approximately $7 billion in prepetition unsecured debt.

Consistent with the overarching objectives of Chapter 11, the Plan
will allow the Reorganized Debtors to emerge with a strong balance
sheet and the financial flexibility to compete in the highly
competitive forest products industry, Steven Zelin, senior
managing director of Blackstone Advisory Partners, L.P., the
Debtors' financial advisors, related in a declaration filed with
the Court in support of the Plan confirmation.

The Debtors add that they have undertaken several important steps
in furtherance of confirmation and implementation of the Plan,
including (1) the implementation of a rights offering, (2) the
negotiation of an exit financing -- obtaining commitments for a
$600 million revolver facility and executing a purchase agreement
for the issuance of $850 million of senior secured notes due 2018;
and (3) the negotiation of resolutions to a number of objections
to confirmation of the Plan.

The Debtors received 18 objections to the confirmation of the Plan
from, among others, the U.S. Trustee, Wilmington Trust Company,
shareholders, taxing authorities, contract counterparties, a labor
union, and certain retirees.

The Debtors aver that they have worked to resolve the confirmation
objections and believe that they will have achieved a resolution
of a majority of the objections before the Confirmation Hearing.

The Debtors also prepared an omnibus reply to objections that have
not yet been resolved or withdrawn, principally those filed by
Wilmington Trust Company, as indenture trustee for the 7.95%
Notes, and Aurelius Capital Management, L.P., and Contrarian
Capital Management, LLC -- the BCFC Noteholder Parties.

As noted in the Omnibus Reply, Bowater Canada Finance Corporation
has withdrawn its plan of reorganization, is no longer a proponent
of the Plan, and therefore many of the confirmation objections
raised by the BCFC Noteholder Parties are now moot.

A status chart that identifies each of the Objections with a short
summary of the substance of the Objection and the status of the
Debtors' attempt to resolve that Objection is available:

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

To the extent any Objections remain unresolved at the time of the
Confirmation Hearing, the Debtors believe that they should be
overruled.

In particular, the Debtors argue that no recovery for shareholders
is possible and thus, their objections should be overruled.  The
Debtors note that Blackstone has estimated their enterprise value
to fall within $3.5 to $3.8 billion, while the estimate of allowed
claims against them is approximately $8.9 billion.  As a result,
taken as a whole, the Company is hopelessly insolvent, Mr. Zelin
of Blackstone avers.

               Creditors Committee, FairFax, & Monitor
                    All Support Plan Confirmation

The Creditors Committee filed a statement in Court, reiterating
its support for the Debtors' Plan.

The Creditors Committee averred that it has negotiated terms with
the Debtors that provide the best possible recovery for unsecured
creditors as a whole, while proving the Debtors with the greatest
opportunity for a successful reorganization.  The Committee
maintained that the Plan was proposed in good faith and does not
violate the absolute priority rule nor discriminate against or
improperly classify any particular claims.

Ernst & Young Inc., the monitor appointed in the Canadian Debtors'
CCAA proceedings, also supports confirmation of the Chapter 11
Plan.  It believes that any delay in the implementation of the
Plan is contrary to the best interests of the creditors who have
overwhelmingly supported the Plan. The Monitor further believes
that the issues regarding BCFC can and should be dealt with
expeditiously and in a manner that does not interfere with the
implementation of the Plan with respect to the Debtors other than
BCFC.

Moreover, Fairfax Financial Holdings Limited, sole holder of 8.0%
Convertible Notes due 2013 issued by AbitibiBowater in April 2008,
and Law Debenture Trust Company of New York, as indenture trustee
for the Convertible Notes, filed a separate joint memorandum in
support of plan confirmation.

Fairfax clarify that the Plan does not provide for its release and
the release of Law Debenture in their capacities relating to the
Convertible Notes.  Instead, the Plan provides for the allowance
of a Guarantee Claim in relation to Bowater Inc's guarantee of the
Convertible Notes obligations.

Fairfax and Law Debenture further assert that the Court should
confirm the Plan as there simply is no credible basis to disregard
the Debtors' business judgment that the Guarantee Claim against
Bowater should be allowed as a component of the global settlement
under the Plan.  Fairfax and Law Debenture maintain that:

-- the claims are valid and are properly allowed under the Plan

-- the fraudulent conveyance claim is meritless because Bowater
    received substantial indirect benefits that constituted
    reasonably equivalent value and it was solvent when it made
    the guarantee for the Convertible Notes; and

-- allowance of claim is also warranted as a Rule 9019
    settlement because all evidence indicates Fairfax would
    succeed on the merits of a fraudulent conveyance action,
    litigation would be expensive and protracted and the
    creditors have overwhelmingly supporting the settlement.

In relation to the Convertible Notes, William G. Harvey, the
Debtors' senior vice president and chief financial officer,
apprised the Bankruptcy Court of AbitibiBowater Inc.'s
deliberations regarding its 2008 refinancing plan, including the
sale of its 8.00% Convertible Notes to Fairfax and Bowater's
decision to guaranty the Convertible Notes.

Mr. Harvey maintained that Bowater reaped considerable benefit
from the 8.00% Convertible Notes Guaranty, which preserved
significant merger synergies.  The 8.00% Convertible Notes
Guaranty was instrumental in preserving the nearly $200 million in
additional annual cost reductions captured subsequent to its
issuance, he said.  He also averred that Bowater was solvent and
adequately capitalized at the time the 8.00% Convertible Notes
Guaranty was issued.

Mr. Harvey further noted that while Bowater manages the day-to-day
operations for a Ponderay mill pursuant to a management agreement
between Bowater and Ponderay Newsprint Company, Ponderay's
partners are the one that make material management decisions,
including approval of labor agreements.  The Association of
Western Pulp and Paper Workers, a collective bargaining agent for
Ponderay employees, objected to confirmation of the Plan,
asserting that the Plan cannot be confirmed because any potential
labor strike in Ponderay impacts the feasibility of the Plan.

                     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).


ABS INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ABS Investments LLC
        1500 79th Ave SE
        Olympia, WA 98501

Bankruptcy Case No.: 10-47889

Chapter 11 Petition Date: September 24, 2010

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

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  RYAN SWANSON & CLEVELAND PLLC
                  1201 3rd Ave., Ste 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.com

Scheduled Assets: $1,215,303

Scheduled Debts: $2,210,161

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-47889.pdf

The petition was signed by Tri M. Vo, manager.


AG ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ag Energy Resources, Inc.
        P.O. Box 190
        Benton, IL 62812

Bankruptcy Case No.: 10-41440

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Laura K. Grandy

Debtor's Counsel: Keith D. Price, Esq.
                  SANBERG PHOENIX AND GOUTARD
                  600 Washington Avenue, 15th floor
                  St Louis, MO 63101
                  Tel: (314) 231-3332
                  Fax: (314) 241-7604
                  E-mail: kprice@spvg.com

Scheduled Assets: $14,133,914

Scheduled Debts: $9,651,006

The petition was signed by Michael Kearney.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal revenue Service           944 Taxes               $95,521
Cincinnati, OH 45999
Foxboro/Invensys Systems           Trade Debt              $90,396
14526 Collections Center Drive
Chicago, IL 60693

Kirby risk                         Trade Debt              $80,776
P.O. box 664117
Indianapolis, IN 46266-4117

Global Recovery                    --                      $76,985

Tylex, Inc.                        --                      $72,619

Jayma McGovern                     Trade Debt -            $72,500
                                   Professional
                                   Services

Southeastern Electric              Trade Debt              $54,885

Internal Revenue Service           944 Taxes               $42,238

CCS Oil Field Construction, LLC    Trade Debt              $32,140

Robert E. Bruce, C.P.A., Ltd.      Trade Debt              $31,350

West Cal Commodities               Trade Debt              $31,183

Gusmer Enterprises, Inc.           Trade Debt              $26,758

Zimmerman Farms                    Trade Debt              $25,413

Tim Keller                         Trade Debt              $21,703

Roberta Tabor-Kearney              Trade Debt              $20,134


Brubaker, Nathan                   Trade Debt              $18,313

Summers Crane                      Trade Debt              $17,610

Benton Water Dept                  Trade Debt              $14,859


Ace USA                            Trade Debt              $14,575

Carpenters District Council        Trade Debt              $12,731


AIRTRAN HOLDINGS: Moodys Puts Caa1 Corporate on Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service affirmed all of its debt ratings of
Southwest Airlines, Inc., including the Baa3 senior unsecured
rating, following the announcement that Southwest has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran Holdings, Inc., for cash and common stock
aggregating $1.4 billion.  The outlook on Southwest's ratings is
stable.  Concurrently, Moody's placed all of its debt ratings of
AirTran, including the Caa1 corporate family rating, under review
for possible upgrade.  Moody's also affirmed the SGL-3 Speculative
Grade Liquidity Rating of AirTran.  Completion of the proposed
acquisition is subject to the approval of AirTran's stockholders,
certain regulatory clearances and customary closing conditions.
The companies indicated that a closing would not occur until
sometime in the first half of 2011.

According to the announcement, AirTran shareholders will receive
$3.75 of cash plus 0.321 shares of Southwest common stock for each
share of their AirTran common stock.  The cash component reflects
the use of approximately $670 million of these two carriers'
June 30, 2010, combined unrestricted cash of approximately
$3.7 billion.  The transaction price values Air Tran at
$3.4 billion including the assumption of its debt and aircraft
operating leases.

"The affirmation of Southwest's ratings reflects Moody's view that
the acquisition of AirTran should enhance Southwest's competitive
position in the consolidating U.S. passenger airline sector," said
Moody's Airline Analyst, Jonathan Root.  "Bringing AirTran's
operating base centered at Atlanta's Hartsfield Airport, route
network and fleet into the Southwest fold will significantly and
more immediately expand Southwest's route network, with a lower
investment, than if it sought to enter the Atlanta market and
organically grow to the same scale and geographic scope of
AirTran's current operations," continued Root.  Moody's believes
that with this acquisition Southwest can continue the improving
trajectory of its credit metrics; albeit at a slower pace than if
it stuck with its historical organic growth model.

The announced transaction does reflect a change in Southwest's
growth strategy which has not included large acquisitions in the
recent past.  It will introduce new risks including the successful
melding of the labor groups, fleets, operating systems and
cultures.  Moody's believes that these risks are manageable, in
part because of the long time frame for completing the integration
of the operations.  The scheduled wage increases of the existing
AirTran labor contracts will incrementally pressure the
consolidated labor cost line.  Achieving the planned revenue
synergies will be important to mitigate labor cost pressure on
Southwest's future unit costs.

Strong liquidity further supports the affirmation of Southwest's
ratings.  While the cash component of the purchase price
represents a sizeable use of liquidity, Moody's expects
unrestricted cash to revenue to remain above 20%, within the range
maintained by other rated carriers.  Moody's also anticipates
Southwest to expand free cash flow generation above the
$854 million achieved in the LTM period ended June 30, 2010.  Full
availability under revolving credit facilities and, according to
Southwest, over $7.0 billion of unencumbered aircraft further
support the company's ongoing liquidity profile.

The Baa3 senior unsecured rating reflects the benefits of
Southwest's significant brand equity, existing extensive route
network and competitive cost structure.  These characteristics
have helped Southwest gain market share since the depths of the
2009 recession.  Moody's continues to believe that Southwest's
business model should enable it to sustain its leading competitive
position through periods of industry adversity.  The combination
of the industry's so far disciplined management of capacity and
improving demand has supported growth of passengers and yields in
the first half of 2010 for all U.S. carriers.  Southwest's yields
grew at about twice the rate achieved by its low-cost carrier
peers during this period and were second best among all rated U.S.
carriers when including the legacy carriers.  The strong traffic
and yields have led to the positive inflection in credit metrics
Moody's anticipated would come when, in July 2009, it maintained
investment grade ratings on Southwest, notwithstanding the
expectation that credit metrics in the near term would be weak for
the Baa3 rating category.  The Baa3 rating also incorporates
Moody's estimates of further strengthening of credit metrics into
2011, because of Southwest's continuing focus on yield and cost
management.

The outcome of Moody's review of AirTran's debt ratings will
consider the legal obligor structure post-closing of the
acquisition.  For the 2009-1 EETC, which is collateralized by
Boeing B717's, the potential exists for Moody's to conclude the
review of its ratings on this instrument at rating levels lower
than those of Southwest's EETC and ETC obligations because of the
small operator base and the relative unattractiveness of this
aircraft type when compared to the Boeing B737 family of aircraft.

The inability to sustain market share and yields at levels that
allow Southwest to maintain credit metrics close to the medians of
the Baa3-rating category for cross-industry issuers during the
intervening period leading up to the closing of the merger could
lead to a change in the outlook to negative or the initiation of a
review for downgrade of the ratings.  Debt to EBITDA that is
sustained above 4.0 times, EBIT to Interest of below 3.0 times or
an EBITDA margin that is sustained below 17% could adversely
affect the outlook or ratings.  The ratings could also be
pressured if unrestricted cash was to approach $2.0 billion.  For
an upgrade of the ratings, Moody's would look for Debt to EBITDA
to approach 3.0 times, EBIT to Interest to exceed 4.0 times and an
EBITDA margin above 19%.

Because the companies do not expect the acquisition to conclude
for a number of months, Moody's expects the ratings of AirTran to
remain under review for an extended period.  Moody's will monitor
developments with respect to each company's stand-alone credit
profile and the progression of the closing date milestones, such
as shareholder approvals, HSR reviews, and legal entity
structuring and seek to complete the review as timely as possible.

On Review for Possible Upgrade:

Issuer: AirTran Airways, Inc.

  -- Senior Secured Enhanced Equipment Trust, Placed on Review for
     Possible Upgrade, currently a range of Caa2 to B1

Issuer: AirTran Holdings, Inc

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ca

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Caa3

Outlook Actions:

Issuer: AirTran Airways, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: AirTran Holdings, Inc

  -- Outlook, Changed To Rating Under Review From Positive

Southwest Airlines Co. is a major passenger airline that provides
scheduled air transportation in the United States.  According to
Southwest, based on data available from the U.S. Department of
Transportation, as of March 31, 2010, the Company was the largest
air carrier in the United States, as measured by the number of
originating passengers boarded.

AirTran Holdings, Inc., based in Orlando, Florida, conducts its
operations through its wholly-owned subsidiary AirTran Airways,
Inc., which is one of the largest low cost scheduled airlines in
the United States.


ALLEN COTTAM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Allen Kent Cottam
                 aka A. Kent Cottam
                     Kent Cottam
               Laura Cottam
               636 E Lost Ridge Drive
               Washington, UT 84780

Bankruptcy Case No.: 10-33139

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtors' Counsel: Penrod W. Keith, Esq.
                  DURHAM JONES & PINEGAR
                  111 East Broadway, Suite 900
                  P.O. Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  E-mail: pkeith@djplaw.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                           Nature of Claim    Claim Amount
  ------                           ---------------    ------------
Josie Livings, et al.                   Lawsuit         $3,900,000
8 East Broadway, Suite 200
Salt Lake city, UT 84111

Zions First National Bank, N.A.         Lawsuit         $1,222,418
40 E Saint George Boulevard, Suite 100
Saint George, UT 84770

Monty Moshier & Kelly Moshier           Lawsuit           $785,710
40 N 300 E, Suite 101
Saint George, UT 84770

Insco Dico
aka Developers Surety and Indemnity
Company                                  Bond             $695,800
1540 W. Warm Springs Road, Suite 100
Henderson, NV 89014

Sun First Bank                            --              $432,822
146 E. St George Boulevard
Saint George, UT 84770

FCC Financial                            Equipment Loan   $336,417
P.O. Box 56347
Jacksonville, FL 32241-6347

Ash Creek Sewer District                 Impact Fees      $102,816
                                         against
                                         Willowind

Creative Excavating                      Lawsuit           $86,000

Geneva Pipe                              Charge Account    $69,672

Chase Cardmember Services                Credit Card       $39,000

Certified Insurance                      Charge Account    $27,423

Bank of America                          Credit Card       $21,201

Hinton Burdick Hall & Spliker            Charge Account     $9,890

Fillmore Spencer, LLC                    Attorney Fees      $8,389

Baja Broadband, Inc.                     Small Claim        $6,291
                                         Judgment

ABC Auto Parts                           Charge Account     $3,985

The Phone Book, Inc.                     Charge Account     $1,815

Cat Financial                            Equipment Loan     $1,006

American Express                         Credit Card          $610

Unifirst Corporation                     Charge Account       $386


ALLIED DEFENSE: Posts $9.4 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
The Allied Defense Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $9.4 million on $18.7 million of
revenue for the three months ended June 30, 2010, compared with
net income of $1.2 million on $47.4 million of revenue for the
comparable period last year.

At June 30, 2010, the Company had $6.8 million of cash on hand.
For the six months ended June 30, 2010, the Company used
$8.7 million of cash in its continuing operating activities.  This
usage stems mainly from a $14.3 million net loss from continuing
operations, offset by an increase in net operating assets of
$4.3 million and a positive $1.3 million of non-cash adjustments.

The Company's balance sheet at June 30, 2010, showed $98.1 million
in total assets, $87.9 million in total liabilities, and
stockholders' equity of $10.2 million.

                           DOJ Subpoena

On January 19, 2010, the Company received a subpoena from the U.S.
Department of Justice requesting that the Company produce
documents relating to its dealings with foreign governments.
The subpoena stated that it was issued in connection with an
ongoing criminal investigation.  On the same day, the Company also
became aware through a press release issued by the DOJ that an
employee of Mecar USA had been indicted by the DOJ for allegedly
engaging in schemes to bribe foreign government officials to
obtain and retain business.  The unsealed indictment of this
employee and the DOJ's press release indicate that the alleged
criminal conduct was on behalf of a Decatur, Georgia company which
is unrelated to the Company or Mecar USA.  In light of the
employee's breach of his employment agreement, Mecar USA
terminated his employment on January 20, 2010.

According to the DOJ's press release, the former employee was
arrested on January 19, 2010, along with 21 other individuals,
after a large-scale undercover operation that targeted foreign
bribery in the military and law enforcement products industry.
The indictments of the 22 individuals allege that the defendants
conspired to violate the Foreign Corrupt Practices Act ("FCPA"),
conspired to engage in money laundering and engaged in substantive
violations of the FCPA.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.  Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.

The Company discloses in its latest 10-Q that its continuing loss
from operations, the lack of financing, the DOJ subpoena and the
loss of a key Mecar USA executive raise doubt about the Company's
ability to continue as a going concern in the event that the
transactions contemplated by the Sale Agreement do not close.

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

               http://researcharchives.com/t/s?6bb8

               About The Allied Defense Group, Inc.

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/- is a multinational defense
business focused on the manufacture and sale of ammunition and
ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

On September 1, 2010, the Company announced that it completed the
sale of substantially all of its assets to Chemring Group PLC.
Chemring paid approximately $59.6 million in cash and assumed
certain specified liabilities in exchange for all of the capital
stock of Mecar sprl (formerly Mecar SA), a wholly owned subsidiary
of ADG, and substantially all of the assets of Mecar USA, Inc.,
another wholly owned subsidiary of ADG.

ADG has no significant operating assets as a result of the asset
sale. ADG will reconvene the adjourned special meeting of its
stockholders at 10:00 a.m. on September 30, 2010, in order to vote
on a proposal to dissolve ADG.


ALLIED DEFENSE: Transfers Trading of Common Shares to OTCQB
-----------------------------------------------------------
The Allied Defense Group, Inc., has announced that trading of
shares of the Company's common stock has been transferred from the
NYSE Amex to the OTCQB(TM) Marketplace.  ADG's symbol will now be
ADGI.  Investors can view real time stock quotes for ADGI
at http://www.otcmarkets.com/

On September 13, 2010, The Allied Defense Group, Inc., received a
staff determination letter from NYSE Amex LLC indicating that the
Company no longer complies with the requirements for continued
listing set forth in NYSE Amex LLC Company Guide Section
1003(c)(i) as a result of the sale of substantially all of the
Company's assets as previously reported by the Company on a Form
8-K filed on September 2, 2010, and that shares of the Company's
common stock are, therefore, subject to being delisted from the
Exchange.

               About The Allied Defense Group, Inc.

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

On September 1, 2010, the Company announced that it completed the
sale of substantially all of its assets to Chemring Group PLC.
Chemring paid approximately $59.6 million in cash and assumed
certain specified liabilities in exchange for all of the capital
stock of Mecar sprl (formerly Mecar S.A.) and substantially all of
the assets of Mecar USA.

ADG has no significant operating assets as a result of the asset
sale.  ADG will reconvene the adjourned special meeting of its
stockholders at 10:00 a.m. on September 30, 2010, in order to vote
on a proposal to dissolve ADG.

The Company's balance sheet at June 30, 2010, showed $98.1 million
in total assets, $87.9 million in total liabilities, and
stockholders' equity of $10.2 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.  Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.


AIRTRAN HOLDINGS: S&P Puts 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on AirTran Holdings Inc. on
CreditWatch with positive implications.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for $1.3 billion
in cash and Southwest stock.  Southwest values the transaction at
$3.2 billion including assumed AirTran debt and aircraft leases.
Southwest forecasts annual revenue and cost synergies exceeding
$400 million once the airlines' operations are combined by 2013.
Southwest also sees one-time transaction costs of $300 million-
$500 million.

"In its view, the combination would weaken Southwest's financial
profile, which S&P characterize as intermediate -- the strongest
among rated U.S. airlines," said Standard & Poor's credit analyst
Philip Baggaley.  "Southwest's operating and financial performance
has improved in 2010, with EBITDA interest coverage increasing to
4.6x for the 12 months ended June 30, 2010, from 3.6x a year
earlier and funds from operations to debt increasing to 20% from
12%.  While these are still below appropriate levels for the
rating category, S&P expects the improving operating trend to
result in increasing levels over the next several quarters.
AirTran has substantial operating lease commitments (around
$2 billion), since, unlike Southwest, it does not own many of its
aircraft.  These commitments would be assumed by Southwest,
significantly increasing its lease-adjusted debt obligations."

The principal benefit of the merger is, S&P believes, increased
revenue potential from a broader route network, including the
opportunity for Southwest to expand into Atlanta -- AirTran's main
hub -- and Mexico and the Caribbean; Southwest currently has no
international service.  S&P believes the main risk is likely to be
higher labor costs.  Southwest's pay is among the highest in the
U.S. airline industry for the models of aircraft it flies (various
B737 models), while AirTran has some of the lowest labor costs.
Usually, when two airlines merge, compensation of the lower-paid
employees tends to rise to the level of the higher-paid ones.

"If the acquisition is completed as proposed, S&P anticipate
raising its ratings on AirTran to the same level as those on
Southwest," Mr. Baggaley added.


ANNA NICOLE SMITH: High Court Agrees to Look at Case Again
----------------------------------------------------------
The United States Supreme Court agreed this week to take a second
look at disputes arising in and related to Playboy Playmate and
Guess? Jeans model Anna Nicole Smith aka Vickie Lynn Marshall's
1996 bankruptcy case and her entitlement to payment of a
$449 million judgment she obtained in bankruptcy court against her
late step-son, E. Pierce Marshall, in 1999 following the death of
her late husband, J. Howard Marshall.

The High Court granted a petition for a writ of certiorari filed
by Howard K. Stern, serving as Executor for the Estate of Vickie
Lynn Marshall, filed in Aug. 2010.  The High Court proceeding is
docketed as Stern v. Marshall, No. 10-179 (U.S.).  Elaine T.
Marshall, serving as the Executrix for the Estate of E. Pierce
Marshall, urged the Court to let the decision by the U.S. Court of
Appeals for the Ninth Circuit (Nos. 02-56002 and 02-56067) stand,
but the Justices agreed to take the case because there is no
confusion or conflict among the circuit courts over the arcane
questions the Petitioner asks the Court to answer.

The Bankruptcy Estate is represented by:

         Kent L. Richland, Esq.
         Greines Martin Stein & Richland LLP
         5900 Wilshire Blvd., 12th Floor
         Los Angeles, CA  90036
         Telephone: (310) 859-7811
         E-mail: Krichland@gmsr.com

The Marshall Family is represented by:

         G. Eric Brunstad, Jr., Esq.
         Dechert LLP
         90 State House Square
         Hartford, CT  06103
         Telephone: (860) 524-3999
         E-mail: eric.brunstad@dechert.com


AMERICAN SAFETY: Energizer Offered $301-Mil. for Assets
-------------------------------------------------------
Steven Church at Bloomberg News reports that Energizer Holdings
Inc., maker of Schick shavers, offered $301 million in cash to buy
competitor American Safety Razor Co., a financial adviser said
September 28 in court.

The offer was disclosed during testimony in U.S. Bankruptcy Court
in Wilmington, Delaware, where American Safety is seeking
permission to reject Energizer's bid in favor of a lower, debt-
for-equity offer from lenders.  American Safety financial adviser
Andrew Torgove, managing director of Lazard Middle Market LLC,
said the Energizer bid raises too many antitrust issues.

Energizer refused to make a "hell-or-high-water" guarantee that it
would buy the company even in the face of opposition from
government antitrust regulators, Mr. Torgove told U.S. Bankruptcy
Judge Mary F. Walrath.

                      About American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.  American
Safety estimated assets at $100 million to $500 million and debts
at $500 million to $1 billion in its Chapter 11 petition.


AMERICAN INT'L: Finalizing Plan to Repay U.S. Bailout Loans
-----------------------------------------------------------
The Wall Street Journal's Serena Ng, Joann S. Lublin, and Deborah
Solomon report that people familiar with the matter said American
International Group Inc. and its various overseers are finalizing
a plan to accelerate repayment of the company's taxpayer debt and
allow the U.S. government to exit from majority ownership.

Sources told the Journal the exit plan would involve the Treasury
converting some $49 billion in AIG preferred shares it currently
holds into AIG common shares that can be distributed or sold to
private investors over time.  The conversion, which could take
place at about $35 an AIG share, is likely to occur in the first
half of 2011 and is expected to happen after AIG repays its
secured debt to the New York Fed, the people added.  The move
would likely raise government ownership in AIG to more than 90%
before it is reduced gradually.

A person familiar with the matter told the Journal the exact price
at which the Treasury converts its preferred shares to common
shares would determine how much of AIG the government would own as
a result.

Another source also told the Journal part of the exit plan could
also involve the Treasury receiving some proceeds from equity
securities in New York-based insurer MetLife Inc., which is buying
one of AIG's overseas life-insurance units.  Of the $15.5 billion
MetLife is paying, $6.8 billion is in cash that would go straight
to the New York Fed, while the rest is in the form of MetLife
common and preferred stock that would be sold over time to repay
taxpayers, the source said.

The Journal's sources said the exit plan has many moving parts,
and needs the approval of AIG's board of directors, the Treasury
Department, the Federal Reserve and three trustees who oversee the
government's current 79.8% ownership interest in AIG.  The sources
said all the constituents are trying to come to an agreement on
the terms of the plan as soon as Wednesday, when AIG's board is
scheduled to meet in New York with officials from the Treasury and
Federal Reserve Bank of New York.

According to the Journal, as of Sept. 22, AIG owed the New York
Fed $19.7 billion under a secured credit facility that is
scheduled to expire in September 2013.  The regional Fed bank is
separately owed $26 billion that it is positioned to recoup from
sales of AIG's two largest overseas life-insurance businesses.

The Journal says there is no assurance AIG and its overseers can
reach an agreement on the exit plan by this week.  The complexity
of the plan and continued debates among representatives of the
various constituents on terms of the plan could prolong the talks,
people familiar with the matter told the Journal.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


ATLANTIC CITY HILTON: Landry's to Buy Casino if Receiver Named
--------------------------------------------------------------
Howard Stutz at Casino City Times repors that Landry's Restaurants
is reportedly trying to acquire the Atlantic City Hilton Casino
Resort, which may be taken over by a bank that holds its mortgage.
The report, citing the Press of Atlantic City, Landry's
Restaurants might grab the resort if it is forced into
receivership.

According to the report, U.S. Bank National Association, the
trustee for the Hilton's mortgage holder, J.P. Morgan Chase
Commercial Mortgage Securities Corp, is trying to force the
Boardwalk property and two sister casinos in Mississippi into
receivership.  The casinos' owners defaulted on a $960 million
loan, the report notes.

The report says the newspaper called the Hilton one of the worst-
performing casinos, losing $6.3 million in this year's second
quarter.  In a statement, Landry's said it would change the
property's name back to the Golden Nugget if the company acquires
the resort, the report adds.

Based in Houston, Texas, Landry's Restaurants, Inc. (NYSE:  LNY)
owns and operates full-service, casual dining restaurants,
primarily under the names of Rainforest Cafe, Saltgrass Steak
House, Landry's Seafood House, Charley's Crab, The Chart House,
and the Signature Group of restaurants.  The Company also owns and
operates select hospitality businesses, including the Golden
Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada.
The Atlantic City Hilton Casino Resort was developed with the
unwavering commitment: to create the complete embodiment of
luxury, elegance and grace. The Atlantic City Hilton Casino is
located at the top of the famous Atlantic City Boardwalk,
overlooking the beautiful Atlantic Ocean.


BLOCKBUSTER INC: Wins Interim Approval for DIP Financing
--------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York issued an interim order authorizing
Blockbuster Inc. and its units to make initial borrowings under
their DIP Credit Agreement with Wilmington Trust FSB and a
syndicate of lenders up to a maximum principal amount of
$45,000,000 of the parties' Revolving DIP Loan.

The Court held that all proceeds of the Financing will be used
solely for the purposes permitted under the DIP Credit Agreement
and the Interim Order, in accordance with the Approved Budget, a
full-text copy of which may be accessed for free at:

        http://bankrupt.com/misc/BBI_Forecast_09272010.pdf

The Court has scheduled a final hearing on the DIP request for
October 19, 2010, at 10:00 a.m., prevailing Eastern time.  Parties
have until October 12, at 4:00 p.m., to file objections.

The Court also issued an interim order authorizing the Debtors to
use Cash Collateral, defined as:

   (i) all of the Debtors' funds -- including any funds on
       deposit or maintained in any account by any of the
       Debtors, whether or not subject to a control agreement,
       and any funds that are proceeds, products, rents, issues
       or profits of the Collateral -- including the contents of
       all of the deposit accounts and securities accounts of
       the Debtors; and

  (ii) all of the proceeds, products, rents, issues or profits
       of Collateral and all other cash collateral of the DIP
       Lenders, the Roll-Up Noteholders and the Adequate
       Protection Parties.

The Debtors are enjoined and prohibited from using the Cash
Collateral in a manner not expressly authorized by the Interim
Order, the DIP Credit Agreement and the Approved Budget.

The Court will convene a hearing on October 19, 2010, at
10:00 a.m., prevailing Eastern Time, to consider final approval of
the Cash Collateral request.  Parties have until October 12, at
4:00 p.m., to file objections to the Debtors' use of Cash
Collateral.

                  The $125-Mil. of DIP Financing

The Debtors seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to dip their hands into a
$125,000,000 loan pursuant to the terms and conditions of a Senior
Secured, Super-Priority Debtor-in-Possession Revolving Credit
Agreement with Wilmington Trust FSB.

In the interim, the Debtors seek authorization to borrow from the
DIP Lenders up to a maximum outstanding principal amount of
$45,000,000 of the Revolving DIP Loan.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that the proposed DIP Loans are the result
of the Debtors' negotiations with their Senior Secured
Noteholders.

Mr. Karotkin notes that many of the Sponsoring Noteholders have
agreed to provide the proposed DIP Loans so as to enable the
Chapter 11 cases to be appropriately administered and to effect a
restructuring that will maximize value and assure Blockbuster's
long-term viability.  Specifically, certain of the Sponsoring
Noteholders entered into a letter agreement, dated September 22,
2010, under which each of the Backstop Lenders has offered its
individual commitment to provide a portion of the Revolving DIP
Loan.

The Debtors will grant to each DIP Lender the right to have an
amount of its Senior Secured Notes converted to Roll-Up Notes in
accordance with a certain ratio up to an aggregate maximum amount
of $250 million for all Senior Secured Noteholders.  The Roll-Up
Notes will be given administrative priority claims status and
superpriority priming liens.  The granting of the Roll-Up Notes
was a material part of the negotiation process and a critical
element necessary to obtain the postpetition financing, Mr.
Karotkin explains.

The DIP Lenders will also receive perfected liens and security
interests pursuant to Sections 361, 362, 364(c)(2), 364(c)(3),
and 364(d) of the Bankruptcy Code on the Credit Parties'
existing and after-acquired property and assets.  The liens will
prime the liens currently securing the Senior Secured Obligations,
but will be subject to all other valid and enforceable senior
liens of record, and to the Carve-Out Expenses.

The availability of the DIP Loans addresses the Debtors' working
capital and liquidity needs, will enable the Debtors to maintain a
good business relationship with the motion picture studios,
vendors, suppliers and customers of the Debtors, will allow the
Debtors to make payroll and necessary capital expenditures, and
accordingly should be approved, Mr. Karotkin tells the Court.

                     Salient Terms

Borrower          Blockbuster Inc.

Guarantors        Blockbuster Canada Inc.; Blockbuster Digital
                   Technologies Inc.; Blockbuster Distribution,
                   Inc.; Blockbuster Gift Card, Inc.;
                   Blockbuster Global Services Inc.; Blockbuster
                   International Spain Inc.; Blockbuster
                   Investments LLC; Blockbuster Procurement LP;
                   Blockbuster Video Italy, Inc.; Movielink,
                   LLC; Trading Zone Inc.; and B2 LLC

DIP Lenders       Backstop Lenders and other participating
                   Senior Secured Noteholders

DIP Agent         Wilmington Trust FSB

Closing Date      September 22, 2010

Borrowing Limits  Interim: $45 million
                   Total: $125 million

Roll-Up           Up to $250 million of existing Senior Secured
                   Notes.

Interest Rate     Contract Rate: Either (i) 7.50% plus the
                   Index Rate, payable monthly in arrears, or,
                   at the election of the Borrower, (ii) 8.50%
                   plus the LIBOR rate, subject to a 2.0% LIBOR
                   floor, for interest periods of one, two or
                   three months, payable at the end of the
                   relevant interest period, but in any event at
                   least quarterly.

                   Default Rate: Additional 2.0% per annum

Fees and
Reimbursement
of Expenses        Unused Line Fee: 1% per annum

                   Commitment Fee: 1.5% payable to all DIP
                   Lenders on the date of the entry of the Final
                   Order.

                   Backstop Commitment Fee: 2.0%, payable to
                   Backstop Lenders, payable 50bps upon
                   acceptance of Backstop Commitment Letter and
                   1.5% on the date of entry of the Interim
                   Order.

                   DIP Agent Fees: $75,000 administration fee
                   plus $3,500 acceptance fee, payable on the
                   Closing Date to the DIP Agent.

                   Reimbursement of Fees/Costs: DIP Agent,
                   Senior Indenture Trustee and their counsel
                   and advisors.


According to Mr. Karotkin, the proceeds of the Revolving DIP Loan
and the proceeds from the DIP Collateral will be used solely to:

  (1) finance the Debtors' operation and make certain payments,
      including payments to critical vendors and ordinary course
      payments,

  (2) pay the fees and expenses of professionals retained by the
      Debtors and any statutory committees appointed in the
      Chapter 11 cases,

  (3) pay amounts owing to the DIP Lenders under the DIP Loan
      Documents, including loan fees and costs of designated
      professionals,

  (4) pay amounts owing to the Roll-Up Noteholders under the DIP
      Orders, and

  (5) finance the payment of the Adequate Protection
      Obligations.

Use of the DIP Loan will terminate on the earliest to occur of:

    (i) the date 30 days after entry of the Interim Order if a
        Final Order has not been entered that is acceptable to
        the Requisite DIP Lenders;

   (ii) April 30, 2011;

  (iii) the date of any acceleration of the DIP Loans in
        accordance with the terms of the DIP Loan Documents;

   (iv) the date of any occurrence of an Event of Default under
        the DIP Loan Documents, including, without limitation,
        the provisions relating to the Chapter 11 Cases in
        Section 8.1(k) of the DIP Credit Agreement, unless the
        Event of Default is waived within three Business Days
        from the date of the occurrence in a manner consistent
        with the terms of the DIP Credit Agreement;

    (v) the breach of any obligations under the DIP Orders;

   (vi) the first Business Day on which the Interim Order
        expires by its terms or is terminated as to any Debtor,
        unless the Final Order has been entered and is in
        effect;

  (vii) the date upon which any provision of the DIP Orders
        will for any reason cease to be valid and binding, or
        any of the Debtors will so assert in any pleading filed
        in any court;

(viii) the effective date of a plan of reorganization or a plan
        of liquidation in any of the Chapter 11 Cases; and

   (ix) the occurrence of a "Termination Event" as defined in
        the Plan Support Agreement.

Under the DIP Credit Agreement, events of default are defined as:

  * Failure to (i) make payments of principal, interest or fees
    and (ii) reimburse expenses within 5 business days;

  * noncompliance with covenants (certain breaches have five
    or 15 business day grace periods);

  * breaches of representations and warranties;

  * payment default in respect of indebtedness in excess of
    $250,000 or any other breach that results in the
    acceleration of obligations in excess of $250,000;

  * seizure or levy upon assets in excess of $100,000 of fair
    market value (with a 30 day grace period);

  * failure to satisfy or stay execution of judgments in excess
    of $250,000 (with a 30 day grace period);

  * impairment of Loan Documents or security;

  * Change of Control;

  * dismissal of the Chapter 11 Case or conversion to a
    Chapter 7 case;

  * appointment of a Chapter 11 trustee;

  * filing of, and entry of a confirmation order with respect to
    a reorganization plan not consented by the Requisite
    Lenders;

  * failure to meet Specified Milestones, which include (1)
    entry of the Final Order within 30 days after the
    Petition Date, (2) the entry of critical vendor orders with
    respect to certain studios will have occurred containing
    terms approved by the Requisite Lenders within 35 days after
    the Petition Date, (3) the filing of a Conforming Plan
    of reorganization within 60 days after the Petition Date,
    (4) the Court will have approved the disclosure statement by
    January 15, 2011, (5) the Court will have confirmed the
    Conforming Plan by March 15, 2011, with a scheduled
    effective date for the Conforming Plan of no later than 30
    days after the confirmation date;

  * failure of the Conforming Plan to become effective within
    30 days after the confirmation;

  * additional events and certain occurrences in the Chapter
    11 Cases (including, without limitation, the entry of
    certain types of motions, failure to maintain a Chief
    Restructuring Officer for five days);

  * failure to provide an updated Business Plan that is
    acceptable to the Requisite Lenders by November 30,
    2010;

  * non-approval by the Requisite Lenders of the Proposed
    Budget; and

  * default or breach that would permit to terminate, or
    resulted in termination of, certain material contracts.

A full-text copy of the DIP Credit agreement may be accessed for
free at http://bankrupt.com/misc/BBI_DIP_09242010.pdf

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Wins Interim Approval to Pay Studio Claims
-----------------------------------------------------------
The core of Blockbuster's business is the delivery of movies and
games to its customers for rent or purchase through three
different channels of distribution: (i) retail, (ii) by-mail, and
(iii) digital.

To ensure it has adequate Product to meet customer demand,
Blockbuster enters into various agreements with certain movie and
game suppliers for the purchase of physical and digital copies of
Product.  Given the unique nature of the Product as proprietary,
copyrighted material, the Studios are, in most cases, the only
parties that can supply Blockbuster with the requisite Product.

Because Blockbuster is one of the largest retailers of movies and
games, Blockbuster's business and the Studios' businesses are
highly interdependent, relates Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York.  Consequently, he points out,
absent strong business relationships with the Studios, Blockbuster
would be unable to procure Product to rent and sell to its
customers, and, as a result, would have no Product with which to
stock its retail and warehouse shelves or virtual library.

Hence, the Debtors seek:

  (1) authority to pay the undisputed outstanding prepetition
      obligations owed to:

      * the Secured Studios, consisting of Warner Home Video,
        Twentieth Century Fox Home Entertainment LLC and Sony
        Pictures Home Entertainment Inc., in accordance with
        that certain lien agreement dated March 31, 2010,
        between non-debtor affiliate Blockbuster Canada Co. and
        the Secured Studios; and

      * those certain unsecured studios with which Blockbuster
        may, in its sole discretion, enter into, on a
        postpetition basis, an accommodation agreement; and

  (2) administrative expense priority status for all undisputed
      obligations arising on account of the Studios' claims on a
      postpetition basis.

Given the nature of the relief requested, and in light of Rule
6003 of the Federal Rules of Bankruptcy Procedure, the Debtors
propose (i) entry of an interim order to govern the initial 21
days of the Chapter 11 cases, and (ii) subject to a final hearing,
entry of a final order.

Blockbuster estimates that, as of the Petition Date, it owes
approximately $68.5 million to the Secured Studios and
$49.6 million to the Unsecured Studios.  Blockbuster further
estimates that, within the Interim Period, approximately
$28 million must be paid to the Secured Studios and approximately
$12.4 million must be paid to the Unsecured Studios.

To successfully reorganize, Blockbuster must be permitted to pay
certain of the Studio Claims because that payment is necessary to
the preservation of Blockbuster's business and, therefore, is a
valid exercise of the Court's authority under Sections 105(a) and
363(b) of the Bankruptcy Code, Mr. Karotkin contends.  He adds
that a substantial number of the Studios may be parties to
executory contracts and their claims under those contracts will be
subject to cure payments if Blockbuster elects to assume the
contracts under Section 365(a) of the Bankruptcy Code.

                         *     *     *

Judge Burton R. Lifland granted the request on an interim basis.

The Court held that with respect to the Secured Studios, the
Debtors are authorized to:

  (A) pay (1) in the ordinary course during the postpetition
      period, all undisputed outstanding prepetition obligations
      due and owing to each of the Secured Studios on account of
      the Secured Studio's undisputed prepetition claims that
      become due during the period prior to the Final Hearing on
      the request, and (2) the Secured Studios' Legal Fees; and

  (B) waive any and all claims and causes of action against the
      Secured Studios, where each Secured Studio agrees to;

  (C) extend trade credit and supply Product to the Debtors on
      terms and conditions no less favorable than those set
      forth in the applicable Trade Agreement in effect
      immediately prior to the Petition Date, including but not
      limited to, 90-day payment terms, through the earlier of:

      (p) the expiration of the applicable Trade Agreement;

      (q) the effective date of a plan of reorganization in the
          Debtors' chapter 11 cases;

      (r) dismissal, or conversion to Chapter 7, of one of the
          Debtors' Chapter 11 cases; or

      (s) a liquidation of one or more of the Debtors or a sale
          of substantially all of the assets of one or more of
          the Debtors; and

  (D) waive its right to assert an Event of Default solely on
      account of the commencement of the Chapter 11 cases.

During the Interim Period, the Debtors are not authorized to
waive, nor will be deemed to have waived, any Avoidance Action
against the Secured Studios except Avoidance Actions based on
Section 549 of the Bankruptcy Code.

With respect to those Participating Unsecured Studios that enter
into an Accommodation Agreement with the Debtors, the Debtors are
authorized, but not directed, to:

  (A) pay, in the ordinary course during the postpetition
      period, all undisputed outstanding prepetition obligations
      due and owing to the Participating Unsecured Studio on
      account of the Participating Unsecured Studio's undisputed
      prepetition claims;

  (B) waive any and all claims and causes of action against the
      Participating Unsecured Studio; and

  (C) pay the professional fees of the Participating Unsecured
      Studio where, in exchange for the treatment, the
      Participating Unsecured Studio (1) agrees to extend trade
      credit and supply Product to the Debtors on terms as may
      be mutually agreed upon by the parties and set forth in
      the applicable Accommodation Agreement; and (2)
      acknowledges that its acceptance of the payment on account
      of its Studio Claims is deemed acceptance of the terms of
      the Orders.

If any Participating Unsecured Studio does not provide the Debtors
with trade terms at least as favorable as those set forth in the
applicable Accommodation Agreement during the pendency of the
Chapter 11 cases, any payments received postpetition may be deemed
to be unauthorized and subject to recovery by the Debtors pursuant
to Section 549 of the Bankruptcy Code.

During the Interim Period, (a) the Debtors are not authorized to
waive, nor will be deemed to have waived, any Avoidance Action
against the Participating Unsecured Studio, and (b) the Debtors
will not pay in excess of $150,000 in the aggregate in respect of
professionals' fees incurred by Participating Unsecured Studios.

A final hearing on the request will be held on October 19, 2010.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Proposes to Pay Prepetition Employee Wages
-----------------------------------------------------------
Blockbuster Inc. and its units seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to (i) pay, in their
sole discretion, all obligations incurred under or related to
certain employee obligations and all fees and costs incident to
those obligations, and (ii) maintain and continue to honor and pay
all amounts with respect to their practices, programs, and
policies for their employees as they were in effect as of the
Petition Date.

The Debtors also ask the Court to direct applicable banks and
financial institutions, at the Debtors' instruction, to honor and
process all checks or electronic fund transfers to the extent that
those checks or transfers relate to any of the Employee
Obligations.

As of the Petition Date, the Debtors operated approximately 3,000
domestic retail stores, 39 distribution centers, and two corporate
offices located throughout the United States of America, and
approximately 1,600 stores in markets outside the United States.
In connection with its operations, the Debtors currently employ
approximately 25,500 employees, of whom 7,500 are full-time
employees and 18,000 are part-time employees.  Approximately
22,500 Employees are paid on an hourly basis and 3,000 Employees
are paid a fixed salary.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, says that the Debtors' retail store Employees are the public
"face" of their business.  He elaborates that those Employees are
responsible for ensuring that customers receive the product and
service they have come to expect from the Blockbuster brand.
Indeed, a positive in-store experience is a vital part of ensuring
customer loyalty, especially in the face of competition from
Blockbuster's non-retail competitors, he continues.

Mr. Karotkin also asserts that Blockbuster's business crucially
depends on its Employees, who assist with product distribution to
its stores and online customers, development and maintenance of
the Blockbuster Web site and digital delivery services, and
corporate management of its operations.  Accordingly, he points
out, the Employees' skills and their knowledge and understanding
of Blockbuster's operations, customer and supplier relationships,
and infrastructure are essential to maintaining Blockbuster's
business franchise and the success of its Chapter 11
reorganization efforts.

To minimize the personal hardship that the Employees would suffer
if the Employee Obligations are not paid when due and to maintain
the stability of the Debtors' work force, the Debtors seek the
Court's permission to honor these benefits and obligations to
their Employees:

  A. payroll and related obligations, which include:

     -- compensation obligations;
     -- amounts withheld on behalf of third parties;
     -- supplemental workforce obligations;
     -- independent contractor obligations; and
     -- reimbursement obligations;

  B. incentive, retention, and severance programs, which
     include:

     -- incentive programs, including:

        * annual performance bonus;
        * field bonus plan;
        * long term incentive plan;
        * real estate incentive plan; and
        * other cash awards;

     -- retention plan; and

     -- severance plan;

  C. employee benefit plans, which include:

     -- health and welfare plans, including:

        * medical benefits;
        * dental plan coverage;
        * vision plan coverage;
        * employee assistance program;
        * life and ad&d insurance;
        * short- and long-term disability benefits;
        * accident insurance;
        * voluntary insurance benefits; and
        * Aetna Affordable Health Choices Insurance Plan;

     -- paid time off plans and leaves of absence, including:

        * paid time off; and
        * parental leave and adoption benefits;

     -- employee savings and retirement plans, including:

        * 401(k) plan; and
        * deferred compensation plan;

     -- other benefit programs, including:

        * commuter benefits;
        * automobile program;
        * relocation program; and
        * flexible benefit plan.

                         *     *     *

Judge Burton R. Lifland authorized, on an interim basis, the
Debtors to pay, in their sole discretion, all Employee Obligations
and all costs and expenses incident to those obligations.

The Court will convene a final hearing on the request on a date
yet to be disclosed.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Wants to Limit Trading to Protect NOLs
-------------------------------------------------------
Blockbuster Inc. and its debtor-affiliates ask the Court establish
(i) procedures to protect the potential value of their net
operating tax loss carryforward amounts, net unrealized built-in
losses in their assets, and certain other tax and business
credits; and (ii) restrictions on certain transfers of interests
in their estates.

The Debtors estimate that, as of September 23, 2010, they have:
(a) NOLs of at least $580,000,000; (b) consolidated Built-in
Losses in excess of $50,000,000; and (c) other excess
carryforwards in excess of $900,000.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Tax Attributes are valuable assets of the
Debtors' estates because the Internal Revenue Code of 1986, as
amended, generally permits corporations to carry over their losses
and tax credits to offset future income, thereby reducing tax
liability.  Depending on future operating results and potential
asset dispositions, and absent any intervening limitations, prior
to the effective date of a Chapter 11 plan of reorganization, the
Tax Attributes may reduce the Debtors' future U.S. federal income
tax liability including any gain from a taxable transfer of assets
pursuant to the Chapter 11 plan of reorganization, he points out.

The Debtors' proposed procedures are designed to: (i) notify
holders of each class of stock of Blockbuster Inc. of the
injunction prohibiting acquiring ownership of stock above a
certain threshold, and (ii) impose restrictions and notification
procedures to ensure the Debtors receive the full benefits of the
automatic stay, Mr. Karotkin explains.

                          *     *     *

At the Debtors' behest, the Court issued an interim order
establishing procedures and restrictions that will apply to
trading in, and conversions of, Blockbuster Stock:

  a. Any person or Entity that beneficially owns, at any time on
     or after Sept. 23, 2010, Blockbuster Stock in an amount
     sufficient to qualify that person or Entity as a
     Substantial Equityholder will file with the Court, and
     serve upon the Debtors and attorneys for the Debtors, a
     Notice of Substantial Stock Ownership.

     A "Substantial Equityholder" is any person or Entity that
     beneficially owns (a) 3,420 or more shares of Preferred
     Stock -- representing approximately 4.75% of the number of
     shares of such stock issued and outstanding, (b) 6,928,414
     or more shares of Class A common stock -- representing
     approximately 4.75% of the number of shares of such stock
     issued and outstanding, or (c) 3,420,000 or more shares of
     Class B common stock -- representing approximately 4.75% of
     the number of shares of such stock issued and outstanding.

  b. At least 20 business days prior to the proposed date of any
     transfer of equity securities that would result in an
     increase/decrease in the amount of Blockbuster Stock
     beneficially owned by any person or Entity that currently
     is or subsequently becomes a Substantial Equityholder or
     that would result in a person or Entity becoming a/ceasing
     to be a Substantial Equityholder, that person, Entity, or
     Substantial Equityholder will file with the Court, and
     serve upon the Debtors and the attorneys for the Debtors, a
     Notice of Intent to (i) Purchase, Acquire, or Otherwise
     Accumulate Blockbuster Stock or (ii) Dispose of Blockbuster
     Stock.

  c. During the pendency of the Debtors' Chapter 11 cases, no
     person or Entity that beneficially owns or acquires Series
     A convertible preferred stock in Blockbuster Inc. will be
     permitted to convert shares of stock to Class A common
     stock or any other form of equity or ownership interest
     in the Debtors.

  d. The Debtors will have 15 business days after the filing of
     an Equity Trading Notice to file with the Court and serve
     on a Proposed Equity Transferee or a Proposed Equity
     Transferor, as the case may be, an objection to any
     proposed transfer of equity securities on the grounds that
     the transfer may adversely affect their ability to utilize
     the Tax Attributes as a result of an ownership change under
     Sections 382 or 383 of the Tax Code.

     * If the Debtors file an Equity Objection by the Equity
       Objection Deadline, then the Proposed Equity Transaction
       will not be effective unless approved by a final and
       non-appealable order of the Court.

     * If the Debtors do not file an Equity Objection by the
       Equity Objection Deadline, or if the Debtors provide
       written authorization to the Proposed Equity Transferee
       or the Proposed Equity Transferor, as the case may be,
       approving the Proposed Equity Transaction, prior to the
       Equity Objection Deadline, then the Proposed Equity
       Transaction may proceed solely as specifically described
       in the Equity Trading Notice.

     * Any further Proposed Equity Transaction must be the
       subject of additional notices and the prescribed waiting
       period.

  e. Effective as of Sept. 23, 2010, and until further order of
     the Court to the contrary, any acquisition, disposition,
     other transfer, or conversion of equity securities of the
     Debtors in violation of the procedures will be null and
     void ab initio as an act in violation of the automatic stay
     under Sections 105(a) and 362 of the Bankruptcy Code.

Any objection to the Debtors' request must be filed by Oct. 12,
2010, at 4:00 p.m., prevailing Eastern Time.  If timely Objections
are received, a hearing will be held on Oct. 19, at 10:00 a.m., to
consider, on a final basis, the relief requested.  If no
Objections are timely filed, the Debtors will submit to the Court
a final order granting their request.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Wants to Pay Prepetition Carrier Charges
---------------------------------------------------------
Through their vast transportation network, Blockbuster Inc. and
its units distribute more than 110 million units and two million
cases of their products per year to approximately 3,000 retail
destinations.  To ensure that the Debtors' stores and customers
receive timely deliveries of video titles, video games, and other
merchandise, the Debtors have developed an intricate distribution
system that relies on certain parcel and postal carriers.

Approximately 95% of all merchandise found in Blockbuster's stores
is distributed through the distribution center located in
McKinney, Texas.  The Debtors use the McKinney Distribution Center
to receive bulk deliveries of Retail Goods from their suppliers,
including movie studios and video game manufacturers.  The
remaining 5% of the Debtors' inventory, including concessions and
magazines, is shipped directly to stores and routed through small
parcel carriers.

The store based distribution is best characterized as a "hub and
spoke" operation, with the McKinney Distribution Center serving at
the center of the Debtors' distribution system, relates Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York.

Once the Retail Goods are delivered from Vendors to the McKinney
Distribution Center, the Debtors then repackage those bulk
deliveries for distribution to the 14 Common Carrier hubs
throughout the country.  After the Retail Goods are delivered to
the Common Carrier hubs, they are then transported to
Blockbuster's stores.  Blockbuster also relies on the Common
Carriers to transport Retail Goods between stores.

By this motion, the Debtors seek the Court's authority to pay the
prepetition claims of the Common Carriers that the Debtors
determine to be necessary to obtain the release of certain goods
held by the Common Carriers.  The Debtors also seek the Court's
permission, but not direction, to pay certain lien claims,
including mechanics' liens and materialmen's liens, on a case-by-
case basis and at the Debtors' sole discretion, that either have
resulted or reasonably could result in a lien being asserted
against the Debtors' property.

The Debtors pay approximately $68 million annually to the Common
Carriers.  The Debtors expect that, as of the Petition Date, the
Common Carrier Charges will not exceed $3 million, of which
approximately $1.8 million is due in the first 21 days of the
cases.  However, this balance can fluctuate on a daily basis
depending on the timing of large deliveries and invoices.

Absent payment of the Common Carrier Charges, the Common Carriers
will likely refuse to continue to transport goods and make timely
delivery or seize the goods in their possession as collateral
securing their lien, Mr. Karotkin contends.  He asserts that the
Debtors' pricing policies, marketing strategies, and business
operations rely on their ability to receive and rent or sell the
Retail Goods in a timely fashion.

"In many instances, particularly in the case of 'new release'
video and game titles, the timing of deliveries is absolutely
critical," Mr. Karotkin argues.  "As such, the Debtors have
developed a transportation network that is so precise that the
Retail Goods are delivered from the Common Carrier hubs to the
stores on set dates," he adds.

The substantial majority of the Debtors' rental revenues are
derived from the rental of new release movies and games, Mr.
Karotkin further contends.  "If the Debtors fail to have new
release titles available on the applicable Street Date, the
Debtors will suffer a loss of credibility with their customers,"
he insists.

Accordingly, the Debtors ask the Court to grant their request
because the Common Carriers are a critical component of the
Debtors' business so that their supply and delivery system will
continue to function without interruption.

                         *     *     *

The Court authorized the Debtors, on an interim basis, to make
payments in respect of all valid, undisputed Common Carrier
Charges and Miscellaneous Lien Claims, whether relating to the
period prior to or after the Petition Date, as the Debtors
determine to be necessary or appropriate to obtain the release of
Retail Goods or liens against real or personal property of the
Debtors.

The Debtors are also authorized to pay up to $300,000 of the
Miscellaneous Lien Claims during the interim period.

A final hearing on the request will be held on October 19, 2010.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Organizational Meeting to Form Panel on Oct. 1
----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
will hold an organizational meeting on October 1, 2010, at
11:00 a.m. in the bankruptcy case of Blockbuster, Inc., et al.
The meeting will be held at United States Trustee Meeting Room,
80 Broad Street, Fourth Floor, New York, NY 10004.

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

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

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

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLUE CHIP: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Blue Chip Riding Club, Inc.
        572 East Branch Road
        Patterson, NY 12563

Bankruptcy Case No.: 10-37854

Chapter 11 Petition Date: September 23, 2010

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $2,606,265

Scheduled Debts: $2,709,018

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-37854.pdf

The petition was signed by Virginia Smith, president.


BNA SUBSIDIARIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BNA Subsidiaries, LLC
          aka G-2 Reports
              Institute of Management & Administration, Inc.
              IOMA
              Kennedy Consulting
              Kennedy Consulting Research & Advisory
              Kennedy Consulting Search Group
              Kennedy Information Advisors
              Kennedy Information, Inc.
              Kennedy Investor Relations
              Kennedy IR Research & Advisory
              KI Holdings, Inc.
              Pike & Fischer
              Washington G-2 Reports
        1 Phoenix Mill Lane, Floor 3
        Petersborough, NH 03458

Bankruptcy Case No.: 10-13087

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Linehan Shannon

Debtor's Counsel: Marion M. Quirk, Esq.
                  Norman L. Pernick, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD
                  500 Delaware Avenue, Suite 1410
                  Wilmington, DE 19801
                  Tel: (302) 652-3131
                  Fax: (302) 652-3117
                  E-mail: bankruptcy@coleschotz.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13087.pdf

The petition was signed by Bradford Smith, chief operating
officer.


BOSTON GENERATING: Can Use Prepetition Lenders' Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a final order, authorized Boston Generating, LLC, and its
debtor-affiliates to use the cash collateral of their prepetition
lenders.

The Debtors' cash collateral access will terminate on June 18,
2011 (unless extended by consent of the Consenting First Lien
Lenders), or on the occurrence of an event of default.

As reported in the Troubled Company Reporter on August 26, 2010,
the Debtors owe at least $1,279,450,000 to the first lien lenders,
led by Credit Suisse AG as administrative agent.  The Debtors also
owe at least $350,000,000 to second lien lenders, led by
Wilmington Trust FSB, as administrative agent.

The Debtors would use the cash collateral to, among other things,
permit the orderly continuation of the operation of their
businesses, to maintain business relationships with vendors,
suppliers and customers, to make payroll, to make capital
expenditures and to satisfy other working capital and operation
needs.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens and superpriority administrative claims status.

                       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.


CAPITOL HILL: Pillsbury Accord Doesn't Bar Malpractice Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia denied a
motion for summary judgment filed by a former counsel of Capitol
Hill Group in Pillsbury Winthrop Shaw Pittman LLP v. Capitol Hill
Group.

Pillsbury filed the case to recover attorney's fees it incurred in
defending against a malpractice lawsuit that Capitol Hill Group
brought against the firm in 2007 with respect to services the firm
provided to the company.

In a memorandum decision, Judge S. Martin Teel Jr. said an
agreement by Capitol Hill not to oppose Shaw Pittman's
applications for attorney's fees billed prior to December 15,
2003, required only that the company won't contest the firm's fee
applications for services provided through November 30, 2003.  The
judge said the agreement did not purport to address any
malpractice claims that Capitol Hill Group might later pursue
against the firm even if relating to the services that were the
subject of those fee applications.

A copy of Judge Martin Teel's decision is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100914515

Capitol Hill Group commenced its bankruptcy case (Bankr. D. D.C.
Case No. 02-00359) by filing a voluntary petition under chapter 11
of the Bankruptcy Code on February 21, 2002, with Shaw Pittman
acting as its counsel.


CAPRIUS INC: Amends Securities Purchase Deal With Vintage Capital
-----------------------------------------------------------------
Caprius Inc. and its subsidiaries entered on Sept. 8, 2010, into
Amendment No. 1 to the Securities Purchase and Sale Agreement,
dated as of September 16, 2009 with Vintage Capital Group, LLC,
whereby the maximum availability thereunder was increased up to
$4 million, provided that the Company pay to Vintage all funds
collected on their accounts receivables.

Vintage had advanced $3 million in cash to the Company, exclusive
of amounts related to capitalized obligations.  Upon entry into
the Amendment, Vintage advanced an additional $519,837 to the
Company.  The Company will use the proceeds of the funding under
the Amendment for working capital for production and further
marketing of the SteriMed Systems as well as the settlement of
certain outstanding obligations.  The Company also agreed to
modification of covenants covering establishing a new
manufacturing source and SteriMed equipment sale targets.

In the Amendment, the Company acknowledged that specified events
of default had occurred under the Vintage loan facility and
certain of them were continuing, and that Vintage has no
obligation to make additional loans or extend further credit to
the Company as a result of the existence of specified events of
default.  While certain defaults cannot be remedied, the Amendment
provides a mechanism for certain events of defaults to be cured by
the Company's subsequent performance under the post closing
covenants of the Amendment.

Effective September 15, 2010, Jonathan Joels ceased to be the
Company's Chief Financial Officer, Treasurer and Secretary and
Raymond Jackshies assumed the officer positions formerly held by
Mr. Joels.  Since January 2004, Mr. Jackshies, age 39, has served
as our Controller.  The Company entered into an Employment
Agreement with Mr. Jackshies in which he serves in an "at will"
capacity, at an annual base compensation of $110,000, provisions
for performance based bonuses, and customary covenants of
confidentiality.  There is no family relationship between Mr.
Jackshies and any other of its officers or directors.

A full-text copy of the Securities and Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?6bb9

                      About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

                         *     *     *

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial results for fiscal 2009.  The
independent auditors noted of the Company's working capital
deficiency and substantial recurring losses from operations.


CHEM RX: Signs Agreement to Sell All Assets to PharMerica
---------------------------------------------------------
Chem Rx Corporation has reached a "stalking horse" asset purchase
agreement to sell substantially all of the assets of the company
to PharMerica Corporation.  Partnering with Chem Rx will allow
PharMerica to expand into New York and New Jersey, where it
currently does not have a presence.  Chem Rx will continue to
maintain normal business operations throughout this process and
thereafter.

Per the terms of the agreement, Chem Rx's founder Jerry Silva and
management team, including Steve Silva, Gary Jacobs, Evan Selzer,
Paula Agoglia, Jody Silva-Falk, Shelly Evans, Michael Segal and
Leora Tilocca will continue to be responsible for the day-to-day
operations of Chem Rx.  The company will also continue to operate
under the Chem Rx name.  The sale, conducted pursuant to Section
363 of the U.S. Bankruptcy Code, will significantly eliminate the
company's debt.

"We are excited about joining forces with PharMerica, which shares
our commitment to providing clients with the drugs and supplies
they need accurately and on time," said Jerry Silva, Chem Rx Chief
Executive Officer.  "This agreement will not only allow Chem Rx to
continue serving our loyal customers in the same way we have for
so many years, but also enable us to leverage the best technology
available to ensure that we are at the forefront of long-term
pharmacy care in the future.  We believe that PharMerica is the
best partner to take the company forward and we look forward to
working with PharMerica throughout this process."

Like Chem Rx, PharMerica is dedicated to providing quality
customer service and innovative pharmacy solutions to
institutional customers and patients in long-term care settings.
A leader in U.S. industrial pharmaceutical services, PharMerica
operates 90 institutional pharmacies in 41 states that serve more
than 300,000 licensed beds for patients of long-term care
facilities.  PharMerica has approximately 6,000 employees
nationwide.

There will be no disruption of service or deliveries to Chem Rx's
clients as a result of the filing and subsequent auction
proceedings.  Clients will continue to receive drugs, medical
equipment and surgical supplies according to the same ordering
processes and delivery schedules.

As standard procedure in the process, Chem Rx will file the
stalking horse asset purchase agreement with the United States
Bankruptcy Court for the District of Delaware along with a motion
seeking the establishment of bidding procedures for an auction
that allows other qualified bidders to submit higher or otherwise
better offers.  The sale to PharMerica will include substantially
all of Chem Rx's current assets, operations and employees.

                    About Chem RX Corporation

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides more than six million
prescriptions to more than 69,000 residents of more than 400
institutional facilities.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, represents the Company in its restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company disclosed $169,690,868 in assets and $178,281,128
in debts as of February 28, 2010.


CHEMTURA CORP: Plan Confirmation Going Forward
----------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York commenced the hearing for considering
confirmation of the Joint Chapter 11 Plan of Reorganization of
Chemtura Corporation and its debtor affiliates on September 16,
2010.

The Confirmation Hearing was continued through September 22, 2010.

Among the hotly contested issues to be taken up the Confirmation
Hearings is the Company's valuation.  Chemtura shareholders
insist that the Company's enterprise value is between $2.3 to
$2.6 billion as opposed to the Company's own estimate of
$2.05 billion.

Bloomberg News reports that at the first day of the confirmation
hearings, Chemtura Chief Financial Officer Stephen Forsyth that
the Company's business is cyclical, making cash flow and earnings
difficult to predict.  "It's hard to conceive there won't be
another downturn after 2014," the news source quoted Mr. Forsyth
as saying.

              Plan Gets Overwhelming Creditor Support

Robert Q. Klamser, a director at Kurtzman Carson Consultants LLC,
submitted an amended declaration on his firm's tabulation of
ballots accepting and rejecting the Debtors' Chapter 11 Plan of
Reorganization with respect to claims in Classes 1, 4a, 4b, 5,
10, and 11.

Pursuant to Mr. Klamser's amended declaration, the summary of the
voting results with respect the Non-Securities Voting Classes is:

  ___________________________________________________________
|           |                        |                      |
|           |       Accepting        |     Rejecting        |
|   Class   |________________________|______________________|
|           | No. of  |    Amount    | No. of  |   Amount   |
|           | Holders |     Held     | Holders |    Held    |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    3    |  $26,617,022 |     0   |     $0     |
|      1    |         |              |         |            |
|           |  (100%) |     (100%)   |   (0%)  |     (0%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   138   |  $52,777,334 |    14   | $4,398,617 |
|     4a    |         |              |         |            |
|           |   (91%) |      (92%)   |   (9%)  |     (8%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   109   |  $15,098,122 |     8   |   $171,007 |
|     4b    |         |              |         |            |
|           |   (93%) |      (99%)   |   (6%)  |     (1%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |     8   | $126,867,300 |     0   |      $0    |
|      5    |         |              |         |            |
|           |  (100%) |     (100%)   |   (0%)  |     (0%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |   364   |  $52,210,818 |     1   | $1,750,000 |
|     10    |         |              |         |            |
|           |   (99%) |      (97%)   |  (0.3%) |     (3%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |     6   |   $1,694,983 |     0   |      $0    |
|     11    |         |              |         |            |
|           |  (100%) |     (100%)   |    (0%) |     (0%)   |
|___________|_________|______________|_________|____________|

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

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

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

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

                 Technical Amendments to Plan

To provide clarity to all parties-in-interest, the Debtors
delivered to the Court two further revised versions of their
Joint Plan that reflect technical amendments.

The first set of Plan technical amendments was filed on Sept. 14,
2010, and the second set of technical amendments was filed on
Sept. 20, 2010.

Among the technical amendments is the addition of a provision
pertaining to environmental settlement agreements.  Under the
latest version of the Plan, the terms of environmental settlement
agreements will govern if there is any conflict between the Plan,
the Plan confirmation order and any environmental settlement
agreement.

For avoidance of doubt, the Plan also provides that:

  -- As of the Effective Date, all Proofs of Claim on account of
     Prepetition Secured Lender Claims, Prepetition Unsecured
     Lender Claims and Notes Claims will be deemed expunged;

  -- The Debtors will continue to provide certain retiree
     welfare benefits under certain of its retiree welfare
     benefit plans to the extent required under a separate
     agreement entered into with the United Steelworkers, to be
     approved by the Court in connection with Confirmation of
     the Plan, which requires the Debtors to modify and maintain
     the benefits under the plans; and

  -- Regardless of whether any Insurance Policy is or is not an
     Executory Contract, on and after the Effective Date, the
     Insurance Policies will remain valid and enforceable in
     accordance with their terms.

With regard to the Diacetyl Reserve, it will be comprised of
segregated reserves for any negotiated settlements that are the
subject of motions pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure and Section 1123 of the Bankruptcy Code and
pending approval as of the effective date of the Plan and any
Disputed Diacetyl Claims accounted for in the Court's order
determining the Diacetyl Claim Value.  The segregated reserves
may be established by the categories of the Diacetyl Claims set
in a Court order determining the Diacetyl Claim Value and need
not be established on an individual Claim basis.

The Plan technical amendments also describe how periodic
distributions may be made from the Disputed Claims Reserve.

Blacklined versions of Revised Plans with technical amendments
are available for free at:

        http://bankrupt.com/misc/ChemPlan&ROP(9-15).pdf
        http://bankrupt.com/misc/ChemPlan&ROP(9-21).pdf

             Chemtura & Committees File Responses
               to Plan Confirmation Objections

Chemtura Corporation and its debtor affiliates tell Judge Gerber
of the U.S. Bankruptcy Court for the Southern District of New
York that they have worked to address the vast majority of
general objections lodged against the confirmation of their Joint
Chapter 11 Plan of Reorganization by making additions or changes
to the Plan or proposing language to include in an order
approving confirmation.

More than 30 formal general objections and about four informal
objections or inquiries were asserted against or with respect to
the Plan.  The General Objections pertain to insurer concerns,
taxing authorities' concerns on tax claims, contract issues, the
disputed claims reserve and retiree benefits, among other things.

The Debtors also received objections from the Official Committee
of Equity Security Holders, Investcorp Interlachen Multi-Strategy
Master Fund Limited, Fiduciary Counselors Inc. and John Amon --
collectively the "Equity Objections."  Majority of the Equity
Objections are based on challenges to the Debtors' proferred
valuation.

The Debtors relate that they have negotiated with the Objecting
Parties or otherwise have taken steps to resolve certain
Objections and believe that many of these Objections are
resolved.

With respect to those Objections that remain unresolved, the
Debtors maintain that the remaining General Objections and the
Equity Objections should be overruled and the Plan should be
confirmed.

In particular, the Debtors submitted to the Court a chart of
their specific replies to each confirmation objection, a copy of
which is available for free at:

      http://bankrupt.com/misc/ChemRplyChrtConfObj9-21.pdf

For its part, the Ad Hoc Committee of Bondholders maintain that
the Debtors have given the Equity Committee every opportunity to
maximize value for the Company for the benefit of its
constituents -- even providing broad access to the Debtors'
advisors and management to allow the Equity Committee to find
equity investors willing to fund a plan of reorganization that
will cash out all creditors, provide a reasonable level of funded
debt, and provide substantial recoveries to the Debtors' equity
holders.  However, there seems to be no indication that anyone is
willing to invest in the current market on the Equity Committee's
terms, Richard L. Wynne, Esq., at Jones Day, in New York, points
out.

With the Debtors' Plan now overwhelmingly approved by all
creditors, the Equity Committee is left with one option and that
is to prevent the Court's approval of the Plan in the hope that
something better will come along later, Mr. Wynne points out on
behalf of the Bondholders Committee.  To that end, the Equity
Committee has set out to convince the Court to reject the
Debtors' $2.05 billion valuation in favor of its inflated $2.3 to
$2.6 billion valuation.  "For all of its efforts, even the Equity
Committee acknowledges that its inflated valuation is unlikely to
pass muster in the current market," Mr. Wynne argues.

The Official Committee of Unsecured Creditors filed its response
to certain plan confirmation objections under seal.

In related filings, the Debtors, the Creditors Committee and the
Bondholders Committee sought and obtained Court authority to file
their responses to the objection of the Equity Committee,
Fiduciary Counselors and Investcorp under seal.  The Parties
noted that their replies contain and cite information that has
been designated as confidential pursuant to the previously
entered Protective Orders.

In a related development, the Bondholder Committee sought a Court
order unsealing (1) the Equity Committee' Plan Objection, (2) the
Bondholder Committee' Reply Brief to the Equity Committee'
Objection, and (3) certain documents and deposition transcripts
to the extent they contain information that is not confidential.

               PBGC Answers Investcorp's Objection

The Pension Benefit Guaranty Corporation asserts that
Investcorp's plan objection fails because (i) it misunderstands
PBGC's authority to institute termination proceedings, and (ii)
it ignores the record in the Chapter 11 cases that unequivocally
demonstrates the PBGC Settlement is fair, reasonable, and within
the best interests of the Debtors' estates.

The PBGC Settlement refers to the Debtors' agreement to provide
further protection to the Chemtura Retirement Plan by paying a
$50 million contribution to the Retirement Plan and PBGC's
agreement not to terminate the Pension Plans.

               Certain Parties Withdraw Objections

The State of Michigan Department of Treasury, the Texas
Comptroller of Public Accounts, and VIP Builders LLP have
withdrawn their objections to the confirmation of the Plan.  VIP
Builders particularly notes that it has withdrawn its objection
based on revisions the Debtors made to certain Plan Supplements.

                     About Chemtura Corp.

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

December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.  Bankruptcy Creditors' Service,
Inc., publishes Chemtura Bankruptcy News.  The newsletter tracks
the Chapter 11 proceedings undertaken by Chemtura Corp. and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: Settles Environmental Claims With EPA for $26MM
--------------------------------------------------------------
The United States Government, on behalf of the U.S. Environmental
Protection Agency and the National Oceanic and Atmospheric
Administration, asks Judge Robert Gerber to approve the settlement
it entered into with the Debtors, which resolves certain
obligations the Debtors incurred while operating their businesses
in various states.

The settlement terms satisfactorily compensate the public and
reasonably balance myriad competing factors, including the
strength of the United States' case against the Debtors, the
Debtors' bankruptcy, the Debtors' objections to the United
States' proofs of claims, and the need to recover funds for
cleanup and minimize the expense and potential delay of
protracted litigation, Preet Bharara, United States Attorney for
the Southern District of New York, tells the Court.  She avers
that the Settlement is reasonable.

                      Stoney Creek Objects

Stoney Creek Technologies LLC filed an objection to the EPA
Settlement but subsequently withdrew it.

In its objection, Stoney Creek argued that the Settlement
Agreement does not expressly state whether the EPA intends to
pursue Stoney Creek for any amounts of the Allowed Claim of the
EPA against the Debtor related to the Stoney Creek Site.

Before withdrawing its objection, Stoney Creek noted that it may
consider withdrawing its objection if the EPA can definitively
advise it that the EPA does not intend to pursue Stoney Creek for
any money damages relating to remediation of the Stoney Creek
site.

                     About Chemtura Corp.

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

December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.  Bankruptcy Creditors' Service,
Inc., publishes Chemtura Bankruptcy News.  The newsletter tracks
the Chapter 11 proceedings undertaken by Chemtura Corp. and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: Settles With State Environmental Agencies
--------------------------------------------------------
Chemtura Corp. and its units negotiated and reached separate
agreements with certain state environmental agencies to resolve
certain environmental obligations.

Under the Settlements, the parties mutually release the Debtors
from civil claims or causes of action.

The State Environmental Agencies and the salient terms of their
Environmental Settlements with the Debtors are:

A. The Division of Waste Management of the North Carolina
    Department of Environmental and Natural Resources

     * NCDWM's claims will be deemed satisfied and one claim
       will be entitled to vote for $3,750,000; and

     * The NCDWM's Allowed Environmental Claim will be paid in
       cash.

B. Georgia Department of Natural Resources

     * Georgia's Claim No. 9236 will be deemed an allowed
       Environmental Claim against Chemtura Corp. for $23;

     * Claim No. 9410 will be deemed automatically withdrawn
       upon confirmation of the Plan and occurrence of the Plan
       Effective Date without any further order of the Court or
       action by the Parties.  However, all environmental
       obligations with respect to Claim No. 9410, except those
       obligations that constitute Environmental Claims on
       account of costs expended or paid by Georgia before the
       Petition Date or penalties for violations of
       environmental laws or regulations that occurred before
       the Petition Date, will remain in place after the Plan
       Effective Date; and

     * Other than the two allowed claims, Georgia agrees that it
       could assert no other claims and no other claims have
       arisen with respect to the prepetition conduct of the
       Debtors' business or their ownership, operation or use of
       facilities or properties in the State.

C. The State of Louisiana Department of Environmental Quality

     * Louisiana will have an allowed Environmental Claim
       against Chemtura for $164,381, which includes $155,619 in
       civil penalties and $8,761 in environmental regulatory
       fees and oversight costs;

     * Payment is to be made within 10 days after the Plan
       Effective Date.  If payment is not received within that
       time, the Parties' Settlement Agreement may be voidable
       at the option of the Department;

     * Louisiana agrees that it could assert no other claims and
       no other claims have arisen with respect to the
       prepetition conduct of the Debtors' business or their
       ownership, operation or use of facilities or properties
       in the State.

D. Texas Commission on Environmental Quality

     * With respect to Claim No. 1979 against Chemtura related
       to the Archem Site, TCEQ will have an allowed
       Environmental Claim for $220,517;

     * With respect to Claim No. 1981 against Great Lakes
       related to the Archem Site, TCEQ will have an allowed
       Environmental Claim for $25,000;

     * With respect to Claim No. 1977 against Great Lakes
       related to the Malone Site, TCEQ will have an allowed
       Environmental Claim against Great Lakes for $16,275;

     * With respect to Claim No. 1976 against Chemtura related
       to the Malone Site, TCEQ will have an allowed
       Environmental Claim for $1,225; and

     * With respect to Claim No. 11237 against Chemtura related
       to the Continental Carbon Site, TCEQ agrees to withdraw
       its claims.

E. New York State Department of Environmental Conservation

     Chemtura will enter into and comply with (a) the 688 Court
     Street Site Consent Order, which amends and supersedes a
     May 2002 Order, and (b) the 633 Court Street Order as they
     may be amended or superseded pursuant to New York
     Environmental Law.  The obligations will not be impaired in
     any way by the Debtors' Chapter 11 Cases or the Plan of
     Reorganization.

     With respect to 688 Court Street Site:

      * Chemtura's obligations with respect to the 688 Court
        Street Site will be capped at $150,000 and
        $3.596 million for the 633 Court Street Site;

      * Chemtura agrees to undertake investigation and
        remediation activities for the Court Street Sites,
        including offsite areas where contamination has migrated
        from the Court Street Sites.  Chemtura's obligations
        with respect to the Court Street Sites will be deemed
        satisfied upon the completion of approved investigation
        and remediation work and issuance of a "No Further
        Action" letter from the NYSDEC;

      * Except with respect to the suspended civil penalty
        assessment to be governed by the 688 Court Street
        Consent Order, the NYSDEC agrees not to seek to recover
        civil penalties for any violation of the May 2002 Order
        or the New York Environmental Laws occurring prior to
        the effective date of the settlement; and

      * NYSDEC will receive no payments or distributions under
        the Plan in the Debtors' Chapter 11 Cases with respect
        to any of Chemtura's liabilities and obligations for the
        688 Court Street Site under the New York Environmental
        Laws or the May 2002 Order, provided, however, that the
        Parties' settlement will not affect penalties for any
        future violation of the 633 or 688 Court Street Consent
        Orders.

     With respect to 633 Court Street Site:

      * Chemtura agrees to undertake investigation and
        remediation activities at the 633 Court Street Site
        subject to a $3.596 million aggregate cap on Chemtura's
        expenditures;

      * All of Chemtura's obligations with respect to the 633
        Court Street Site will be deemed satisfied upon the
        earlier of (a) completion of remediation work and
        issuance of a No Further Action letter from the NYSDEC;
        upon reaching either (a) or (b) above, the NYSDEC
        covenants not to file a civil action, not to take any
        administrative action, and not to seek any penalties
        against the Debtors with respect to the 633 Court Street
        Site;

      * The 633 Court Street Consent Order will govern the
        investigation and remediation activities at the 633
        Court Street Site consistent with the NYSDEC's rules,
        regulations and guidance memoranda governing the
        activities;

      * Chemtura will have control over the investigation and
        remediation activities at the 633 Court Street Site
        subject to the NYSDEC's oversight and approval as set
        forth in the 633 Court Street Consent Order and will
        continue the activities;

      * The NYSDEC retains the right (1) to review all invoices
        for work performed with respect to 633 Court Street, and
        (2) to conduct an audit of the costs associated with
        Chemtura's investigation and remediation activities;

      * NYSDEC's oversight costs at the 633 Court Street Site
        will be capped at $100,000.  Costs incurred by Chemtura
        in the performance of investigation and remediation
        activities at the 633 Court Street Site, together with
        any amount of money attributed to the NYSDEC's oversight
        costs, will be included in and count toward satisfaction
        of Chemtura's $3.596 million liability cap after the
        Settlement Effective Date;

      * The NYSDEC will not seek any penalties or other costs
        associated with any violations of New York Environmental
        Laws occurring prior to the Settlement Effective Date
        with respect to the 633 Court Street Site; and

      * NYSDEC will receive no payments or distributions under
        the Plan in the Chapter 11 Cases with respect to any of
        Chemtura's liabilities and obligations under the New
        York Environmental Laws for the 633 Court Street Site,
        provided, however, that the Settlement Agreement will
        not affect penalties for any future violation of the 633
        or 688 Court Street Consent Orders.

F. Commonwealth of Pennsylvania, Pennsylvania Department of
    Environmental Protection and American Refining Group, Inc.

     * On or before the Plan Effective Date, Chemtura will
       deposit $10,000,000 into the Environmental Reserve, and
       upon the earlier of (a) 30 days after the Effective Date
       of the Settlement Agreement and (b) the first
       distribution date occurring after the Effective Date,
       Chemtura will cause the amount to be released from the
       Environmental Reserve by wire transfer into a segregated
       fund;

     * In consideration of the payment of $10,000,000 into the
       Fund, PADEP will issue a covenant not to sue the Debtors
       with regard to any Pennsylvania Cleanup Laws, CERCLA,
       RCRA or other applicable law with respect to the Bradford
       Site, and ARG will covenant not to sue Chemtura;

     * Chemtura's conveyance of a wastewater treatment facility
       to ARG will be free and clear of liens;

     * The Environmental Declaratory Action will be dismissed as
       it pertains to PADEP; and

     * PADEP and ARG agree not to file a civil action or to take
       any administrative or other action against the Debtors
       pursuant to any Pennsylvania Environmental Law, CERCLA,
       or any other applicable federal law or regulation with
       regard to the Bradford Site.

                     About Chemtura Corp.

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

December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.  Bankruptcy Creditors' Service,
Inc., publishes Chemtura Bankruptcy News.  The newsletter tracks
the Chapter 11 proceedings undertaken by Chemtura Corp. and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


CHINA SHENGHUO: Receives Notice from NYSE Amex LLC
--------------------------------------------------
China Shenghuo Pharmaceutical Holdings, Inc. on September 22,
2010, received a deficiency letter from the NYSE Amex LLC stating
that the Company was not in compliance with Section 1003(a)(i) of
the AMEX's continued listing standards as a result of the Company
having stockholders' equity of less than $2,000,000, and losses
from continuing operations and net losses in two out of its three
most recent fiscal years.  The company was given an opportunity to
submit a plan of compliance to the AMEX by October 22, 2010 to
demonstrate the Company's ability to regain compliance with
Section 1003(a)(i) by March 22, 2012.

Pursuant to the Deficiency Letter, if the AMEX determines that the
Company has made a reasonable demonstration in the Plan of an
ability to regain compliance with the continued listing standards
by March 22, 2012, the AMEX will accept the Plan.  If the AMEX
does not accept the Plan, or the Company does not make adequate
progress and complete the actions outlined in the Plan by
March 22, 2012, the AMEX will initiate delisting proceedings
against the Company.

The Company's unaudited net loss attributable to stockholders for
the six months ended June 30, 2010, was narrowed to $28,837 as
compared to an unaudited net loss attributable to stockholders of
$6.7 million for the six months ended June 30, 2009.  The Company
expects to be profitable for the nine months ending September 30,
2010 and for the full fiscal year ending December 31, 2010.  The
Plan that the Company will present to the AMEX will show that the
Company projects that within the 18-month plan period its
stockholders' equity will increase to the $2 million level as a
result of its internally generated return to profitability. Should
the Company issue equity, whether in a private or public offering
during that period, it would accelerate meeting this target.
However, there can be no assurance that the AMEX will find the
Plan to be submitted to be acceptable or, even if accepted, that
the Company will in fact generate sufficient net profit to achieve
the requisite stockholders' equity threshold.  Therefore, the
Company can provide no assurances that it will regain compliance
with the AMEX's continued listing standards, and its failure to do
so could result in the delisting of the Company's common stock
from the AMEX. Until the Company achieves compliance with the
AMEX's requirements, the Company's stock trading symbol will be
appended with the ".BC" extension.

                     About China Shenghuo

Founded in 1995, China Shenghuo -- http://www.shenghuo.com.cn/--
is a specialty pharmaceutical company that focuses on the
research, development, manufacture and marketing of Sanchi-based
medicinal and pharmaceutical, nutritional supplement and cosmetic
products.  Through its subsidiary, Kunming Shenghuo Pharmaceutical
(Group) Co., Ltd., it owns thirty SFDA (State Food and Drug
Administration) approved medicines, including the flagship product
Xuesaitong Soft Capsules, which is currently listed in the
Insurance Catalogue.  At present, China Shenghuo incorporates a
sales network of agencies and representatives throughout China,
which markets Sanchi-based traditional Chinese medicine to
hospitals and drug stores as prescription and OTC drugs primarily
for the treatment of cardiovascular, cerebrovascular and peptic
ulcer disease.  The Company also exports medicinal products to
Asian countries such as Indonesia, Singapore, Japan, Malaysia and
Thailand and to European countries such as the United Kingdom,
Tajikistan, Russia and Kyrgyzstan.


CLAIM JUMPER: U.S. Trustee Forms Creditors Committee
----------------------------------------------------
The United States Trustee for Region 3 appointed an Official
Committee of Unsecured Creditors in the Chapter 11 bankruptcy
cases of Claim Jumper Restaurants, LLC and its affiliate, Claim
Jumper Management, LLC., netDockets Blog reports.

According to the report, the members of the Creditors' Committee
are:

   -- Rogers Poultry Company
   -- Hannay Investment Properties, Inc.
   -- U.S. Foodservice
   -- Anderson Seafoods, Inc.
   -- Turnberry Centra Sub LLC

netDockets Blog also reports that the Creditors Committee has
selected the law firms of Cooley LLP and Klehr Harrison Harvey
Branzburg LLP as counsel.

                        About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operates a chain of casual dining
restaurants.  It was founded in 1977.  It has locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection on
September 10, 2010 (Bankr. D. Del. Case No. 10-12819).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel.  Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.


CLEO INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cleo Investments LLC
        1405 S. Central Avenue
        Kent, WA 98032

Bankruptcy Case No.: 10-21311

Chapter 11 Petition Date: September 23, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Yousef Arefi-afshar, Esq.
                  CAIRNCROSS & HEMPELMANN PS
                  524 2nd Ave., Suite 500
                  Seattle, WA 98104-2323
                  Tel: (206) 587-0700
                  E-mail: yarefi-afshar@cairncross.com

Scheduled Assets: $3,227,437

Scheduled Debts: $1,483,537

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

The petition was signed by Craig A. Bowes, member.


C.M.B. III: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: C.M.B. III, L.L.C.
        2920 E. Camelback Road, Suite 200
        Phoenix, AZ 85016

Bankruptcy Case No.: 10-30496

Chapter 11 Petition Date: September 23, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Richard M. Lorenzen, Esq.
                  PERKINS COIE BROWN & BAIN P.A.
                  2901 North Central Avenue, Suite 2000
                  Phoenix, AZ 85012-2788
                  Tel: (602) 351-8405
                  Fax: (602) 648-7077
                  E-mail: rlorenzen@perkinscoie.com

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

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

The petition was signed by Jerry Tokoph, Jr., president of
Dimension Financial & Realty Investments, Inc., its manager.

Debtor's List of 22 Largest Unsecured Creditors:

        Entity                   Nature of Claim    Claim Amount
        ------                   ---------------    ------------
Maricopa County Treasurer             Taxes            $395,000
301 W. Jefferson Street, Room 100
Phoenix, AZ 85003

City of Phoenix Water                 Utilities          $6,000
305 W. Washington Street
Phoenix, AZ 85003

Beaubien Lawn Maintenance             Trade              $6,000
P.O. Box 727
Vernon, AZ 85940

Ray Van Cleave Consulting Inc         Professional       $5,500
                                      Services

Mariscal Weeks Mcintyre &
Friedlander PA                        Professional        $5,000
                                      Services

Metro North Corporate Park
Association                           Association Dues    $3,500

Thomas Reuters                        Real Estate Tax     $3,000
                                      Appeals

Travelers Crest Insurance Group LLC   Insurance           $3,000

Law Office of David Cisiewski         Professional        $2,000
                                      Services

Waste Management                      Utilities           $1,500

Western Water Technologies, Inc       Trade               $1,250

ATD Building Services                 Trade               $1,200

Metro Fire Equipment, Inc             Trade               $1,200

Verizon Wireless                      Trade               $1,000

American Refrigeration Supplies,
Inc                                   Trade               $1,000

Consolidated Electrical Distributors,
Inc                                   Trade               $1,000

Qwest                                 Trade                 $900

Copper State Bolt & Nut Company       Trade                 $800

Macc Development                      Building
                                      Maintenance        unknown
                                      and Construction

Cashen Realty Advisors                Real Estate        unknown
                                      Commissions

Genworth Financial                    Bank Loan          unknown

Arizona Public Service                Utilities          unknown


COLUMBIA MEGA: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Columbia Mega Storage, LLC
        620 Mitchell Ave.
        Woodland, WA 98674

Bankruptcy Case No.: 10-47850

Chapter 11 Petition Date: September 23, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Richard S. Ross, Esq.
                  LAW OFFICE OF RICHARD S ROSS
                  1610 Columbia St
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  E-mail: ecf@resolvedebt.net

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

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-47850.pdf

The petition was signed by Ruth Koda, managing member.


COMMAND CENTER: Appoints Fred Wilson to Board of Directors
----------------------------------------------------------
Command Center, Inc., has announced the appointment of Jeff T.
Wilson to the Company's board of directors.  Based upon his
qualifications and experience in financial and accounting
management, the board of directors has also designated Mr. Wilson
as chairman of the audit committee, as well as a member of both
the compensation committee and the nominating and governance
committee.

With the appointment of Mr. Wilson, the Command Center board has
been expanded to five members.

Since April 2006, Mr. Wilson has served as the Chief Financial
Officer of Microvision, Inc., a publicly-traded technology company
based in Redmond, Washington.  Prior to this appointment, he had
served as Microvision's Controller and Principal Accounting
Officer since August 1999.

"We are pleased to have the input and participation from someone
as well-versed and experienced in the public sector as Jeff
Wilson," said Command's Chairman and CEO, Glenn Welstad. "Jeff
brings a wide array of skills to our company. He is well-qualified
to serve as chairman of our audit committee and will help ensure
that the proper financial controls are in place to accommodate the
company's rapid growth."

                       About Command Center

Headquartered in Post Falls, Idaho, Command Center, Inc.
-- http://www.commandonline.com/-- provides on-demand employment
solutions to businesses in the United States, primarily in the
areas of light industrial, disaster relief, hospitality and event
services.

The Company's balance sheet as of June 25, 2010, showed
$10.9 million in total assets, $10.3 million in total liabilities,
and a stockholders' equity of $579,214.

                          *     *     *

As reported in the Troubled Company Reporter on April 12, 2010,
DeCoria, Maichel & Teague P.S., in Spokane, Wash., 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 negative working capital and
an accumulated deficit.


CONSOLIDATED CAPITAL: Posts $153,000 Net Loss in June 30 Quarter
----------------------------------------------------------------
Consolidated Capital Properties III filed its quarterly report on
Form 10-Q, reporting a net loss of $153,000 on $336,000 of
revenue for the three months ended June 30, 2010, compared to a
net loss of $139,000 on $359,000 of revenue for the corresponding
period of 2009.

Since the Partnership's term will expire on December 31, 2010, and
the term cannot be extended, the General Partner began marketing
its investment property, Village Green Apartments, for sale in
2010.

On May 24, 2010, the Partnership entered into a sale contract with
a third party relating to the sale of Village Green Apartments.
On May 26, 2010, the purchaser terminated the sales contract.  On
July 16, 2010, the contract was amended and reinstated at a sales
price of $7.45 million with the purchaser assuming the mortgage
notes payable of the Partnership.  The sale of the property is
projected to close during the third quarter of 2010.  The
Partnership has determined that certain held for sale criteria
have not been met at June 30, 2010, and therefore continues to
report the assets and liabilities of its investment property as
held for investment and its operations as continuing operations.

At June 30, 2010, the Partnership had cash and cash equivalents of
$31,000, compared to $52,000 at December 31, 2009.

The Partnership's balance sheet as of June 30, 2010, showed
$1.98 million in total assets, $8.16 million in total liabilities,
and a partners' deficit of $6.18 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Ernst & Young LLP, in Greenville, S.C., expressed substantial
doubt about the Partnership's ability to continue as a going
concern, following its 2009 results.  The independent auditors
noted that the Partnership Agreement provides for the Partnership
to terminate December 31, 2010.

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

               http://researcharchives.com/t/s?6bc4

                    About Consolidated Capital

Greenville, S.C.-based Consolidated Capital Properties III owns a
99% limited partnership interest in Concap Village Green
Associates, Ltd., a Texas limited partnership, which owns Village
Green Apartments, a 164-unit apartment complex located in
Altamonte Springs, Florida.


CUPIC LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cupic LLC
        528 3rd Avenue W, Suite 101
        Seattle, WA 98119

Bankruptcy Case No.: 10-21283

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Suite 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.com

Scheduled Assets: $8,410,294

Scheduled Debts: $4,644,392

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-21283.pdf

The petition was signed by Stephen P. Cupic, president.


DAMON PURSELL: Gets Interim Okay to Use MCK's Cash Collateral
-------------------------------------------------------------
Damon Pursell Construction Company sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Western
District of Missouri to use the cash collateral of MCK
Partnership, L.L.C., until January 14, 2011.

MCK asserts and the Debtor acknowledges that the Debtor was
indebted to MCK in the amount of $2,458,302.24, constituting all
principal and accrued interest then owing to MCK from the Debtor.

Thomas G. Stoll, Esq., at Dunn & Davison, LLC, explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

In exchange for using the cash collateral, the Debtor will grant
MCK a valid and duly-perfected first priority security interest in
and lien on and against the cash collateral and the property
constituting the Collateral and any proceeds therefrom, wherever
located, and whether presently owned or hereafter acquired.  To
provide additional adequate protection to MCK, the Debtor will pay
MCK $20,000 on the 15th day of each month, beginning on
October 15, 2010, and continuing until the interim use of cash
collateral terminates.

The Debtor will at all times satisfy these conditions:

     a. The Debtor will maintain a loan-to-value ratio (unpaid
        balance of the indebtedness divided by the value of the
        collateral) of no greater than 80%;

     b. The Debtor will maintain inventory at its quarry with a
        cost value of at least $1,800,000; and

     c. The Debtor's accounts receivable aged less than 90 days
        will be at least $800,000.

All cash in the Debtor's possession, under its control, or
received by it hereafter, including the cash collateral, will be
deposited immediately in the Debtor's debtor-in-possession bank
account, which will be opened soon after the commencement date.
The Debtor agrees to provide the account number and institution
name to MCK upon opening the cash collateral account.  Except for
the cash collateral account, Debtor will maintain no other bank
accounts, without the written consent of MCK or an order of the
Court obtained with notice to MCK and an opportunity for a
hearing.

MCK is represented by J. Brian Hill -- jbhill@sbmlsh.com -- at
Sexton, Bender, Maher, Hill & Steinman, P.C.

The Court has set a final hearing for October 5, 2010, at
1:30 p.m. on the Debtor's request to use cash collateral.

Kansas City, Missouri-based Damon Pursell Construction Company
filed for Chapter 11 bankruptcy protection on September 15, 2010
(Bankr. W.D. Mo. Case No. 10-44965).  Thomas G. Stoll, Esq., at
Dunn & Davison, LLC, assists the Debtor in its restructuring
effort.  According to its schedules, the Debtor disclosed
$18,458,000 in total assets and $11,981,801 in total liabilities
as of the Petition Date.


DERIVIUM CAPITAL: Judge Rules on Grayson Suit v. Wachovia
---------------------------------------------------------
In Grayson Consulting, Inc., v. Wachovia Securities, LLC, f/k/a
First Union Securities, Inc., and First Clearing, LLC, Adv. Pro.
No. 07-80119 (Bankr. D. S.C.), the Defendants assert that they are
entitled to summary judgment on the Plaintiff's fraudulent
transfer claims under 11 U.S.C. Secs. 548 and 544, as to the three
categories of transfers at issue: 1) transfers of securities made
by Stock Loan Borrowers to the At-Issue Accounts, 2) transfers of
cash by debtor Derivium Capital LLC or the Stock Loan Entities
into their respective brokerage accounts at Wachovia, and 3)
transfers of commissions, margin interest, wire transfer fees,
prepayment fees, and other fees charged to Debtor or the Stock
Loan Entities by the Defendants for brokerage services.  In their
Alter Ego Motion, the Defendants further assert that they are
entitled to summary judgment as to the Plaintiff's Alter Ego
theory. Specifically, the Defendants argue that the Plaintiff's
claims for cash transferred into the At-Issue Accounts and for
commissions, margin interest, and wire and pre-payment fees paid
from those accounts also fail to the extent that those transfers
were made by the Stock Loan Entities because the Plaintiff cannot
meet its burden of establishing that these entities are alter-egos
of the Debtor.

In an order dated September 14, 2010, Judge John Waites said
"genuine issues of material fact exist" regarding whether Derivium
Capital and its owners exercised total domination and control of
Bancroft Ventures Limited, WITCO Services (UK) Ltd. and Optech
Limited such that these entities manifested no separate interest
of their own and functioned solely to achieve the goals of
Derivium Capital.

Judge Waites granted the Defendants' Renewed Motion as to these
issues:

1. Plaintiff's fraudulent transfer claims pursuant to 11 U.S.C.
Secs. 544 and 548 with respect to transfers of stock from the
Stock Loan Borrowers into the At-Issue Accounts;

2. Plaintiff's fraudulent transfer claims pursuant to 11 U.S.C.
Sec. 544 with respect to transfers of margin interest payments;
and

3. Plaintiff's fraudulent transfer claims pursuant to 11 U.S.C.
Sec. 548 with respect to the cash transfers that Debtor and
Bancroft directly deposited into their brokerage accounts with
Defendants in the year prior to the Debtor's bankruptcy filing.

The Court denied the Defendants' Renewed Motion:

1. To the extent that Defendants seek to bar Plaintiff's claims to
transfers by Optech and WITCO based on waiver or prior court
order; and

2. As to Plaintiff's fraudulent transfer claims pursuant to 11
U.S.C. Sec. 544 with respect to transfers of commissions, wire
transfer fees, and prepayment fees.

The Defendants' Alter Ego Motion is also denied.

Grayson Consulting subsequently purchased the Chapter 7 Trustee's
rights in the Wachovia action for $25,000 and an agreement to pay
the estate a percentage of any net recovery in this matter.
Grayson Consulting was substituted for the Trustee as Plaintiff
and filed an Amended Complaint on December 21, 2007.

A copy of the September 14 order is available for free at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100914526

Headquartered in Tuxedo, New York, Derivium Capital LLC marketed
and administered loans.  The Company filed for chapter 11
protection on Sept. 1, 2005 (Bankr. S.D.N.Y. Case No. 05-37491).
Steven Soulios, Esq., at Ruta & Soulios, LLP, represented the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000,000 in assets and
$79,890,199 in debts.

As reported by the Troubled Company Reporter, the Hon. Cecelia G.
Morris converted the chapter 11 case of Derivium into a
liquidation proceeding under chapter 7 of the Bankruptcy Code.
Deirdre A. Martini, then U.S. Trustee for Region 2, had asked the
Bankruptcy Court to convert or dismiss the Debtor's bankruptcy
case on allegations that the Debtor had not acted in good faith
during its bankruptcy proceedings.

On November 7, 2005, Kevin Campbell was appointed as the Chapter 7
trustee for Debtor.


DETROIT MEDICAL: Moody's Affirms 'Ba3' Rating on $486.4 Mil. Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long-term bond
rating assigned to Detroit Medical Center's $486.4 million of
outstanding fixed rate bonds issued by the Michigan State Hospital
Finance Authority.  The outlook is revised to negative from
stable.  The outlook revision is attributable to Moody's concerns
with the difficult operating environment that is contributing to
an inability to improve liquidity with anticipated sizable cash
contributions needed in the near term to fund the large
underfunded defined benefit pension liability and to support
needed capital investment.  With the decline in the Michigan
economy that has led to declines in the population, especially in
the metro-Detroit area, along with increased competitive pressure
on the fringes of the service area from newly opened hospitals in
the last two years, Moody's believe increased pressure will be
placed on volume metrics and revenue growth.

Legal Security: The bonds are unsecured, joint and several
obligations of the Obligated Group.  The Obligated Group currently
consists of nine Members: Children's Hospital of Michigan; Detroit
Receiving Hospital and University Health Center; Harper Hospital;
Huron Valley Hospital, Inc.; Hutzel Hospital; Rehabilitation
Institute, Inc.; Sinai Hospital of Greater Detroit; and The
Detroit Medical Center.  The Detroit Medical Center is the holding
company for the above mentioned hospitals.

Interest Rate Derivatives: None

                            Strengths

* Large nine-facility (seven hospitals and two institutions)
  tertiary teaching system with diverse system of outpatient
  centers across metropolitan Detroit and over 2,700 affiliated
  physicians, providing for a strong market share in metropolitan
  Detroit and regional-to-state-wide draw for certain services

* Affiliation with Wayne State University, the 2nd largest medical
  school in the U.S., with 1,000 residents at DMC, contributing to
  clinical expertise; new five year contract established in
  February 2010

* Track record of demonstrated support by governmental units,
  although state and municipal entities are currently facing
  economic and budgetary challenges

* Moderate debt load that enables adequate Moody's-adjusted
  maximum annual debt service coverage of 2.61 times in fiscal
  year 2009 and 3.30 times on unaudited annualized six months FY
  2010

* $40 million line of credit, of which just over $40 million is
  regularly available under the terms of the agreement's borrowing
  base calculation; the line of credit was not being utilized at
  June 30, 2010

                           Challenges

* DMC considered the safety net provider in the region as
  Medicaid, under-insured, and uninsured populations represent 39%
  of gross revenues

* Location of majority of facilities on downtown Detroit campus,
  with weak demographic profile for the City (City of Detroit
  general obligation unlimited tax bonds rated Ba2) and economic
  challenges for the State

* Very low liquidity with 32 days cash on hand at fiscal yearend
  2009 and 25 days as of June 30, 2010, yet consistent with levels
  since FYE 2006, driving very weak cash-to-debt ratio of 27% at
  June 30, 2010

* While six month FY 2010 annualized operating and operating cash
  flow margins of 2.6% and 7.6%, respectively, are good for a
  below investment grade healthcare system, operating performance
  continues to be enhanced by special funding sources and prior
  year cost report settlements

* Anticipated increasing demands on liquidity to fund underfunded
  defined benefit pension plan and capital investment due to
  curtailed capital spending for multiple years

                   Recent Developments/Results

DMC continues to manage through a difficult operating environment,
but Moody's have concerns on a go forward basis as the
organization faces increased demands on an already weak liquidity
balance to fund its pension obligations, operates in a service
area with high unemployment and declining inpatient utilization
that is contributing to low revenue growth, and addresses low
capital spending over the past several years.

In FY 2009, DMC experienced its third consecutive year of
declining admissions, dropping 3.0% after declining 1.2% in FY
2008 and 1.8% in FY 2007.  Despite the decline in admissions,
consecutive years of increasing acuity (as shown by the increasing
Medicare case mix index to 1.69 times in FY 2009 from 1.56 times
in FY 2006) along with growth in emergency room visits and
outpatient volumes have driven increases in total operating
revenues.  Nonetheless, operating income declined markedly in FY
2009 to $8.8 million (0.4% margin) from $45.1 million (2.3%
margin) in FY 2008.  Partly contributing to the decline was a
$51 million swing in pension expense, to a $31 million expense
from a $20 million credit with a frozen defined benefit plan.
Regardless of the decline in performance, Moody's-adjusted MADS
coverage remained adequate at 2.66 times with a low debt load of
26% debt-to-revenue.  For the first six months of FY 2010,
management is reporting unaudited results of $27.8 million
operating profit and an improvement in MADS coverage to an
annualized 3.3 times.

Liquidity growth remains a struggle, with absolute unrestricted
cash and investments increasing by $54.5 million in FY 2009 but
assisted by an advanced payment of about $45 million from the
state for FY 2010 supplemental payments (disproportionate share)
and graduate medical education, and a $17 million increase in its
draw against the available line of credit.  Even with the
additional cash, cash on hand reached only 32 days at FYE 2009.
Through the first six months of FY 2010 liquidity declined
$38.4 million and 7 days to 25 days at June 30, 2010, with the
draw on the line of credit declining to zero from $20.8 million.
DMC will continue to be challenged with growing liquidity as it
begins to contribute to its highly underfunded ($184 million at
FYE 2009) frozen defined benefit pension plan.  Funding of
unfunded liabilities are determined annually based upon the
legally required payment that is based upon the discounted asset
and liability values as of the prior year end.  Furthermore,
capital spending has been somewhat modest for the organization,
spending below depreciation in each of the past five years
(averaging $61 million per year, compared to average depreciation
expense of $78 million per year).  Despite the low debt load, the
low liquidity results in very low cash-to-debt coverage of 27%.

On June 11, 2010, DMC signed a definitive purchase agreement with
Vanguard Health Systems whereby Vanguard would purchase the assets
and assume all of the liabilities (other than its outstanding
bonds and similar debt and certain other liabilities) of DMC.
Under the agreement, Vanguard would pay the DMC an estimated
$417 million.  In addition, Vanguard will assume DMC's frozen
defined benefit pension plan.  Furthermore, Vanguard has committed
to invest $500 million for specific capital projects and another
$350 million for routine capital over the first five years.  DMC
and Vanguard are awaiting approval by the State of Michigan
Attorney.  DMC is looking to complete closure on the transaction
by November 1, 2010.  It is management's intention to call and
defease outstanding bonds at the closure of the transaction.  The
current Ba3 rating does not take into consideration this pending
transaction.

                             Outlook

The revision in the outlook to negative is attributable to Moody's
concerns with the difficult operating environment that is
contributing to an inability to improve liquidity with anticipated
sizable cash contributions needed in the near term to fund the
large underfunded pension liability and to support needed capital
investment.  With the decline in the Michigan economy, especially
in the metro-Detroit area, along with increased competitive
pressure on the fringes of the service area from newly opened
hospitals in the last two years, Moody's believe increased
pressure will be placed on volume metrics and reimbursement
structures, driving further pressure on operating performance.

                 What could change the rating -- Up

Material growth in liquidity measures; improvement in operating
cash flow driven by internal operational improvement and not
growth in supplemental payments

                What could change the rating -- Down

Loss of supplemental funding (net tax revenues or
intergovernmental transfers) without a commensurate increase in
cash flow from operations or other sources; decline in liquidity;
sizable increase in direct or indirect debt

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Detroit Medical Center
     and Subsidiaries

  -- First number reflects audit year ended December 31, 2008

  -- Second number reflects audited year ended December 31, 2009

  -- Excludes from operating revenues $2.4 million of investment
     income in FY 2009

  -- Excludes from operations impairment charge of $1.3 million in
     FY 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 77,697; 75,340

* Total operating revenues: $1.99 billion; $2.09 billion

* Moody's-adjusted net revenue available for debt service: $174.2
  million; $143.9 million

* Total debt outstanding: $537.9 million; $532.7 million

* Maximum annual debt service (MADS): $55.1 million; $55.1 million
  (includes capital leases and notes)

* MADS Coverage with reported investment income: 2.76 times; 2.34
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 3.16 times; 2.61 times

* Debt-to-cash flow: 3.85 times; 4.76 times

* Days cash on hand: 23 days; 32 days

* Cash-to-debt: 22%; 33%

* Operating margin: 2.3%; 0.4%

* Operating cash flow margin: 7.9%; 5.9%

Rated Debt (amount outstanding as of June 30, 2010)

Series 1993A ($105.2 million outstanding), rated Ba3

Series 1993B ($95.0 million), rated Ba3

Series 1995 ($30.3 million outstanding; issued by Sinai Hospital
of Greater Detroit), rated Ba3

Series 1997A ($147.1 million outstanding), insured by Ambac, Ba3
unenhanced rating

Series 1998A ($108.7 million outstanding, principal payments begin
in 2012), rated Ba3

The last rating action with respect to Detroit Medical Center was
on December 19, 2008, when a municipal finance scale rating of Ba3
was affirmed with a stable outlook.  That rating was subsequently
recalibrated to Ba3 on May 7, 2010.


DOLLAR THRIFTY: Stands By Hertz; to Proceed With Sept. 30 Meeting
-----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc. on Monday said its Board of
Directors, in consultation with its financial and legal advisors,
has reviewed and considered carefully Avis Budget Group's revised
proposal.  Dollar said while the proposal offers its shareholders
the potential opportunity to receive greater consideration for
their shares than the amount payable under the current terms of
Dollar's agreed merger with Hertz, Avis Budget has not
demonstrated to Dollar's satisfaction that its proposed
transaction can be completed in a timely manner and that it would
adequately protect Dollar shareholders in the event that Avis
Budget is unable to obtain the required regulatory approvals.

"Accordingly, our Board continues to recommend that Dollar Thrifty
shareholders vote to approve the Hertz merger at the special
shareholder meeting to be held on September 30, 2010."

Hertz and Dollar Thrifty executed a definitive merger agreement on
April 25, 2010, which agreement was amended on September 10, 2010,
under which Hertz will acquire Dollar Thrifty for $43.60 per share
in cash, inclusive of a special cash dividend to be paid
immediately prior to the transaction closing, and 0.6366 shares of
Hertz common stock.  The transaction is subject to customary
closing conditions, regulatory approvals, approval by Dollar
Thrifty shareholders and payment of the special dividend.

A special meeting of Dollar Thrifty shareholders to vote on the
Hertz merger agreement has been scheduled for September 30, 2010.
Shareholders of record as of August 13, 2010 are entitled to vote
at that meeting.

As reported by the Troubled Company Reporter, Hertz on Friday said
its merger agreement to acquire Dollar Thrifty at a purchase price
equivalent to $50.25 -- at the Sept 23 closing share price for
Hertz of $10.45 -- is Hertz's best and final offer.  Hertz also
expressed confidence that Dollar Thrifty shareholders would
approve the merger transaction at the September 30 meeting,
thereby clearing the way for a closing later this year.

Hertz's cash-and-stock bid carries a $44.6 million breakup fee.
Avis' latest bid is worth about $1.5 billion, though it lacks a
breakup fee, something Dollar Thrifty has suggested it wants.

The TCR also reported that on Monday, prior to Dollar's
statements, Avis said it is prepared to make two concrete
proposals:

    * If the shareholder vote on a Hertz-Dollar Thrifty deal is
      delayed until December 30, Avis Budget will commit -- even
      without an agreement with Dollar -- to continue to
      diligently pursue antitrust clearance for its transaction
      through the end of the year.  The best way to assure that
      the highest value is provided to Dollar Thrifty shareholders
      is to hold the shareholder vote on December 30 and let the
      FTC complete its review and render its findings.  If Hertz
      is confident that its antitrust posture is so much better
      than Avis', Avis said it does not see why Hertz would have
      any objection to delaying the shareholder vote.

    * Alternatively, if Dollar is unable or unwilling to delay the
      shareholder vote, in the event the Hertz-Dollar Thrifty deal
      is not approved at the September 30 meeting, Avis will
      commit to commence an exchange offer at its recent offer
      price no later than 10 business days after the shareholder
      meeting.  Such offer will be subject only to the terms and
      conditions in the merger agreement previously provided to
      Dollar -- as adjusted for an exchange offer structure and to
      address a technical modification of a credit agreement --
      and the Dollar disclosure schedules previously delivered to
      Avis, and Avis will keep such offer open until the end of
      the year while Avis continues to pursue antitrust clearance.

Dollar Thrifty shareholders who have questions about the merger or
the special meeting, or who wish to obtain copies of the proxy
statement/prospectus, proxy cards or other documents relating to
the special meeting, may contact GeorgesonInc., Dollar Thrifty's
proxy solicitor, at 1-8667678986 (toll free) or 212-8066859
(international).

Dollar Thrifty is being advised by J.P.Morgan and Goldman, Sachs &
Co. and the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Citigroup and Morgan Stanley & Co. Incorporated are acting as
financial advisors to Avis Budget Group, and Kirkland & Ellis LLP
and Arnold & Porter LLP are acting as legal counsel.

                      About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at June 30, 2010, showed $2.5 billion
in total assets and $2.0 billion in total liabilities, for
$467.8 million in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on August 2, 2010,
Standard & Poor's Ratings Services said its ratings on Dollar
Thrifty (DTAG; B-/Watch Pos/--) remain on CreditWatch with
positive implications.  This follows Avis' (B+/Stable/--) July 28,
2010 bid to acquire DTAG.  S&P initially placed the ratings on
DTAG on CreditWatch with positive implications on April 26, 2010,
when the company announced that it had signed a definitive
agreement to be acquired by another competitor, Hertz Global
Holdings Inc. (B/Watch Pos/--).

S&P said the acquisition would result in an increase in market
share for either Avis Budget or Hertz in the U.S.  There currently
are three major on-airport car rental companies: Hertz, Avis
(parent of the Avis and Budget brands), and Enterprise Rent-A-Car
Co. (parent of the Enterprise, Alamo, and National brands), each
with about a 30% market share.  DTAG accounts for most of the
balance.

As reported by the TCR on August 10, 2010, Dominion Bond Rating
Service commented that Dollar Thrifty's ratings, including its
Issuer Rating of B (high) are unaffected following the Company's
announcement of second quarter 2010 earnings results.  All ratings
remain Under Review Positive, where they were placed on April 28,
2010.

DBRS acknowledged DTAG's continued progress in refinancing
maturing debt and improved access to the capital markets.  During
the quarter, DTAG established two new funding facilities totaling
$500 million and repaid $200 million of maturing notes.  DTAG's
next medium term note maturity is $600 million, which will begin
to amortize in December 2010.  Given the Company's solid liquidity
and improved access to the capital markets, DBRS sees these
maturities as manageable.

In November 2009, S&P raised its corporate credit rating of Dollar
Thrifty to 'B-' from 'CCC', in light of the Company's improved
operating and financial performance that began in mid-2009.
Moody's Investors Service also upgraded Dollar Thrifty's
Probability of Default Rating to 'B3' from 'Caa2' and Corporate
Family Rating to 'B3' from 'Caa3'.


DOLLAR THRIFTY: PAR Capital to Vote "NO" on Hertz Deal
------------------------------------------------------
The Wall Street Journal's Rolfe Winkler and Gina Chon report that
Paul Reeder, president of Boston hedge fund PAR Capital Management
Inc., said he intends to vote against Dollar Thrifty Automotive
Group Inc.'s merger deal with rival Hertz Global Holdings Inc.

According to the Journal, Mr. Reeder said Hertz's cash-and-stock
offer -- currently valued at about $50.88 a share of Dollar
Thrifty -- undervalues his holdings.  The stock fell 1%, or 50
cents, to $50.29 in 4 p.m. composite trading Tuesday on the New
York Stock Exchange.

PAR Capital holds 2.2 million shares, or about 7.7% of shares
outstanding, according to a recent SEC filing.

"We intend to vote 'no' because the value of the Hertz offer on
the table doesn't fully compensate us for the value of Dollar
Thrifty as a going concern," Mr. Reeder told the Journal in an
interview.  "Nor does it compensate us for synergies that will
accrue to the winning bidder."

The Journal says Mr. Reeder's views could be part of a serious
challenge to Hertz, whose deal goes for a vote before Dollar
Thrifty shareholders on Sept. 30.  The offer must receive a
majority of votes cast to win approval.

                      About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at June 30, 2010, showed $2.5 billion
in total assets and $2.0 billion in total liabilities, for
$467.8 million in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on August 2, 2010,
Standard & Poor's Ratings Services said its ratings on Dollar
Thrifty (DTAG; B-/Watch Pos/--) remain on CreditWatch with
positive implications.  This follows Avis' (B+/Stable/--) July 28,
2010 bid to acquire DTAG.  S&P initially placed the ratings on
DTAG on CreditWatch with positive implications on April 26, 2010,
when the company announced that it had signed a definitive
agreement to be acquired by another competitor, Hertz Global
Holdings Inc. (B/Watch Pos/--).

S&P said the acquisition would result in an increase in market
share for either Avis Budget or Hertz in the U.S.  There currently
are three major on-airport car rental companies: Hertz, Avis
(parent of the Avis and Budget brands), and Enterprise Rent-A-Car
Co. (parent of the Enterprise, Alamo, and National brands), each
with about a 30% market share.  DTAG accounts for most of the
balance.

As reported by the TCR on August 10, 2010, Dominion Bond Rating
Service commented that Dollar Thrifty's ratings, including its
Issuer Rating of B (high) are unaffected following the Company's
announcement of second quarter 2010 earnings results.  All ratings
remain Under Review Positive, where they were placed on April 28,
2010.

DBRS acknowledged DTAG's continued progress in refinancing
maturing debt and improved access to the capital markets.  During
the quarter, DTAG established two new funding facilities totaling
$500 million and repaid $200 million of maturing notes.  DTAG's
next medium term note maturity is $600 million, which will begin
to amortize in December 2010.  Given the Company's solid liquidity
and improved access to the capital markets, DBRS sees these
maturities as manageable.

In November 2009, S&P raised its corporate credit rating of Dollar
Thrifty to 'B-' from 'CCC', in light of the Company's improved
operating and financial performance that began in mid-2009.
Moody's Investors Service also upgraded Dollar Thrifty's
Probability of Default Rating to 'B3' from 'Caa2' and Corporate
Family Rating to 'B3' from 'Caa3'.


DONALD BRANDT: Statutes of Limitations Tolled in Military Service
-----------------------------------------------------------
In Donald Brandt, v. Joe Weyant, Joe Weyant Attorney At Law, PLLC,
Tracy Ann Puckett, Dennis Stanford, Lowry Shrader, Julianne
Broden, Keller Williams Realty, Lance Miller, The Kenedy Law Firm,
PLLC, Carrie Gasaway and Sharon Massey, both individually and
a/b/a Gasaway & Massey, and Farmers & Merchants Bank, Adv. Proc.
No. 09-0305 (Bankr. M.D. Tenn.), plaintiff claims he was
victimized by an unscrupulous real estate agent and others with
respect to investments, borrowings and the use of his bank
accounts while he was unavailable because of military duty.  The
defendants have cross-claimed among themselves and some have
counter-claimed that Mr. Brandt is responsible for some or all of
the financial misfortune he experienced.  Relying on Tennessee
statutes of limitations -- that range from 1 year to 3 years --
for each cause of action asserted by Mr. Brandt, the defendants
argue that the limitation periods ran before the adversary
proceeding was filed on August 12, 2009.  In response, Mr. Brandt
claims that all state statutes of limitations were tolled by Sec.
526(a) of The Servicemembers' Civil Relief Act of 2003.  Mr.
Brandt asserts that the tolling provision is mandatory and that as
a career servicemember, in active service at all relevant times,
he receives the protection of the statute and these actions were
timely filed.

On September 20, 2010, the Hon. Keith M. Lundin concluded that
Section 526(a) of the SCRA is mandatory, pointing out that "[o]nce
a servicemember's military service is established, statutes of
limitations are tolled 'during the period of a servicemember's
military service . . . for the bringing of any action or
proceeding in a court . . . by or against the servicemember[.]"

A copy of the opinion is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100920363

Based in Daleville, Alabama, Donald Ernest Brandt, dba Brandt
Enterprises, Wilbur Group, and Brandt and Father, filed for
chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
09-08066) on July 20, 2009.  Judge Keith M. Lundin presides over
the case.  Steven L. Lefkovitz, Esq., in Nashville, Tennessee,
serves as bankruptcy counsel.  The Debtor listed total assets of
$2,038,659 and total debts of $2,432,341 in his petition.


DRYSHIPS INC: Earns $15.2 Million in June 30 Quarter
----------------------------------------------------
DryShips Inc. reported net income attributable to DryShips of
$15.2 million on $418.4 million of revenue for the three months
ended June 30, 2010, compared with a net loss attributable to
DryShips of $67.4 million on $401.1 million of revenue for the
same period of 2009.

For the Drybulk Carrier segment, during the six-month period ended
June 30, 2009, an amount of $226.7 million was recognized as a
loss on contract termination fees and forfeiture of vessel
deposits.  There were no such losses during the six-month period
ended June 30, 2010.

The Company is currently in negotiations with its lenders to
obtain waivers, waiver extensions or to restructure its debt.
Management expects that the lenders will not demand payment of the
loans before their maturity, provided that the Company pays loan
installments and accumulated or accrued interest as they fall due
under the existing credit facilities.  Management plans to settle
the loan interest and scheduled loan repayments with cash
generated from operations.

As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.

The Company's cash and cash equivalents decreased by
$299.2 million to $394 million as of June 30, 2010, compared to
$693.2 million as of December 31, 2009.  The Company's working
capital deficit increased to $832.7 million as of June 30, 2010,
as compared to a working capital deficit of $715.4 million as of
December 31, 2009.  The increase in the Company's working capital
deficit is primarily due to the yard installments payments made
for the drillships under construction and the net repayment of
approximately $145.1 million of debt under the Company's long-term
credit.

The Company's balance sheet as of June 30, 2010, showed
$5.983 billion in total assets, $3.101 billion in total
liabilities, and stockholders equity of $2.882 billion.

As reported in the Troubled Company Reporter on April 12, 2010,
Hadjipavlou Sofianos & Cambais S.A., in Athens, Greece, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's inability to comply with
financial covenants under its original loan agreements as of
December 31, 2009, and 2008, and negative working capital
position.

A full-text copy of the Company's unaudited interim condensed
consolidated financial statements and related information as of
and for the period ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?6bc3

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- is an owner and operator of drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of
September 10, 2010, DryShips owns a fleet of 40 drybulk carriers
(including newbuildings), comprising 7 Capesize, 31 Panamax and 2
Supramax, with a combined deadweight tonnage of over 3.6 million
tons and 6 offshore oil deep water drilling units, comprising of 2
ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".


EMPIRE RESORTS: Not Nasdaq Compliant with Director Resignation
--------------------------------------------------------------
Empire Resorts Inc. delivered on Sept. 21, 2010, a notice to The
NASDAQ Stock Market that, effective September 8, 2010, the Company
no longer complies with NASDAQ's independent director requirements
due to the resignation of G. Michael Brown from the Company's
Board of Directors.

As previously disclosed, Mr. Brown resigned from the Board of
Directors of the Company due to health reasons, effective
September 8, 2010, and the resulting vacancy on the Board of
Directors was filled by Joseph D'Amato, the Company's Chief
Executive Officer and Chief Financial Officer.  Mr. D'Amato was
appointed pursuant to the recommendation of Kien Huat Realty III
Limited in accordance with the terms of that certain Investment
Agreement, dated as of August 19, 2009, by and between Kien Huat
and the Company.  Mr. Brown was an "Independent Director," as
defined in NASDAQ Listing Rule 5605(a)(2).  Mr. D'Amato, however,
is not an Independent Director due to his positions as an officer
of the Company.  As a result, a majority of the Company's Board of
Directors is no longer comprised of Independent Directors as
required by Listing Rule 5605(b)(1).

On September 22, 2010, NASDAQ delivered a notice to the Company
acknowledging the Company's non-compliance with the NASDAQ
independent director requirements described above and advising
that, in accordance with Listing Rule 5605(b)(1), NASDAQ has
provided the Company with a cure period in which to regain
compliance therewith.  As set forth in NASDAQ's September 22, 2010
notice, the Company must regain compliance with Listing Rule
5605(b)(1) by: (a) the earlier of the Company's next annual
stockholders' meeting or September 8, 2011; or (b) if the next
annual stockholders' meeting is held before March 7, 2011, then
the Company must evidence compliance no later than March 7, 2011.

The Company intends to regain compliance with Listing Rule
5605(b)(1) at its next annual meeting of stockholders, which the
Company intends to hold before January 1, 2011.

                      About Empire Resorts

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

The Company's balance sheet at June 30, 2010, showed
$85.95 million in total assets, $73.60 million in total
liabilities, and $12.35 million in stockholders' equity.

Auditor Friedman LLP, in New York, after auditing the Company's
2009 results, said Empire Resorts' ability to continue as a going
concern depends on the Company's ability to fulfill its
obligations with respect to its $65 million of 5-1/2% senior
convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


EMPIRE RESORTS: Settles With Noteholders and Indenture Trustee
--------------------------------------------------------------
Empire Resorts Inc. has entered into a settlement agreement with
the holders of over 93% of the outstanding principal amount of the
Company's 5 1/2% Senior Convertible Notes Due 2014 and the Trustee
under the indenture governing the Notes, pursuant to which the
parties have agreed to settle the proceeding commenced by the
Company in August 2009 in the Supreme Court of New York, Sullivan
County relating to the exercise of the put right contained in the
indenture governing the Notes.

Empire Resort Chairman of the Board Emanuel R. Pearlman commented,
"The Board has worked diligently over the past months to forge
the best possible outcome for our company and its various
stakeholders.  We are pleased to have reached this agreement with
our Noteholders which resolves pending litigation and
significantly deleverages the company."

Under the terms of the settlement agreement, the Company has
agreed to repay $22.5 million in aggregate principal amount of
Notes and offer to exchange up to 100% of the aggregate principal
amount of the Notes that remain outstanding after giving effect to
the such repayments for $32.5 million in aggregate principal
amount of 12% Senior Convertible Notes due 2014 to be issued by
the Company and a pro rata share of one million shares of the
Company's common stock.  The Company also has the option to seek
alternative financing to repurchase all Notes on or before
November 22, 2010 for an amount equal to the sum of all
outstanding principal and interest owed on the Notes plus
$975,000.  The Company will redeem any Notes held by a beneficial
owner that does not accept the Company's offer, if made, to
exchange the remaining Notes for the Restated Notes and common
stock, subject to the terms of the settlement agreement.  In
addition to the foregoing, the Company repaid an aggregate of $10
million of principal amount of the Notes in July and August 2010
in connection with settlement discussions with the Trustee and
the holders of the Notes.  Upon the closing of the settlement
agreement, the parties to the pending litigation will release all
claims known, unknown or suspected that each may have against the
other at such time and execute and file a Stipulation of
Discontinuance providing for the dismissal of the pending
litigation with prejudice and without costs to any party.

The Restated Notes, if issued, will bear interest on the principal
amount thereof at the rate of 12% per annum, 8% of which will be
payable in cash and 4% of which will be payable in cash or, at the
Company's option, in additional Restated Notes.  The Restated
Notes will be convertible, at the option of the holder, into
shares of Common Stock based upon a conversion rate of 1,132
shares per $1,000 in principal amount, subject to certain anti-
dilution adjustment from time to time.  The Restated Indenture
governing the Restated Notes will set forth other important terms
of the Restated Notes, including, without limitation, provisions
relating to the holders' put option, mandatory and option
redemptions, interest make-whole provisions, and restrictive
covenants.

The closing of the settlement agreement is subject to, among
other things, the approval by the Company's stockholders of the
transactions contemplated by the settlement agreement and of a
corresponding increase in the Company's authorized capital stock
and upon the acceptance of the company's exchange offer by holders
of at least 90% of the then outstanding aggregate principal amount
of Notes.

Empire Resorts CEO Joseph D'Amato concluded, "This settlement is
an important milestone for Empire Resorts.  We are pleased to have
crafted an agreement that resolves the uncertainty of litigation
and also provides us  with the flexibility to seek alternative
financing arrangements to satisfy our obligations under the Notes
until November 22, 2010.  We are optimistic that resolving the
pending litigation as provided under the settlement agreement will
allow Empire Resorts to focus on our ongoing efforts to enhance
shareholder value."

                      About Empire Resorts

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

The Company's balance sheet at June 30, 2010, showed
$85.95 million in total assets, $73.60 million in total
liabilities, and $12.35 million in stockholders' equity.

Auditor Friedman LLP, in New York, after auditing the Company's
2009 results, said Empire Resorts' ability to continue as a going
concern depends on the Company's ability to fulfill its
obligations with respect to its $65 million of 5-1/2% senior
convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


FAIRPOINT COMMS: Appoints J. Hogshire as Vice-Pres. & Controller
----------------------------------------------------------------
FairPoint Communications, Inc., has named John Hogshire, a
seasoned finance professional with extensive telecommunications
experience, vice president and controller.

Mr. Hogshire has spent nearly 27 years working in finance, 23 of
which have been with telecommunications companies.  He most
recently served as director of accounting for Aviat Networks
(formerly Harris Stratex Networks) prior to which he was vice
president and controller for Madison River Communications, a
position he held for nearly nine years.  Mr. Hogshire began his
telecommunications career with Sprint, where he took on roles of
increasing responsibility over a 10-year period.

"John's extensive finance and telecommunications expertise will
be instrumental in helping FairPoint to closely manage financial
reporting and meet SOX, regulatory and tax compliance," says Ajay
Sabherwal, executive vice president and chief financial officer
of FairPoint.

Mr. Hogshire holds a bachelor's degree from North Carolina
Wesleyan College with a concentration in accounting.  He is a
certified public accountant and a member of the American
Institute of Certified Public Accountants and the North Carolina
Association of Certified Public Accountants.  He will be based in
Charlotte, N.C.

                         *     *     *

Mr. Hogshire said he does not own any securities of FairPoint,
according to an initial statement of beneficial ownership on Form
3 filed with the Securities and Exchange Commission on Sept. 17,
2010.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

(FairPoint Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FAIRPOINT COMMS: Seeks Approval of Wireless Settlement
------------------------------------------------------
Debtors Northern New England Telephone Operations LLC d/b/a
FairPoint Communications-NNE and Telephone Operating Company of
Vermont LLC d/b/a FairPoint Communications seek the Court's
permission to enter into a settlement agreement with RCC
Atlantic, Inc., d/b/a Verizon Wireless, for the resolution of
disputes relating to "E-911 service."

The Debtors operate telecommunications networks as a local
exchange carrier in Maine, New Hampshire and Vermont.  Verizon
operates telecommunications networks as a commercial radio
service provider in those states.  The Parties have exchanged
telecommunications traffic between their networks and have
entered into interconnection agreements or ICAs setting out the
terms and pricing of their provision of services to one another.

"Enhanced 911 service" is a telecommunications capability that
automatically associates a physical address with the calling
party's telephone number and routes emergence "9-1-1" calls to
the appropriate answering center based on the physical location
of the caller.

The Debtors have asserted certain claims against Verizon alleging
Verizon's non-payment of certain E-911 facility charges for "Type
2C facilities/tracking" services provided in Maine, New Hampshire
and Vermont by former Verizon Communications Inc. subsidiaries
that were merged into the Debtors.

The E-911 Service was provided to RCC Atlantic, Inc. which was
merged into Verizon.  Verizon has disputed the Debtors' charges
for E-911 Service, alleging that that service was not covered by
the pertinent ICAs which provided only for "9-1-1" services that
were not "enhanced."

To fully and finally resolve all disputes relating to E-911
Service provided by the Debtors through and including Dec. 31,
2009, the Parties entered into a settlement which provides for
these salient terms:

  (a) Contemporaneous with the execution of the Settlement
      Agreement, the Parties will execute amendments to the ICAs
      for Maine, New Hampshire, and Vermont to add language
      covering E-911 Service, which will be retroactive to
      January 1,2010.  The ICA Amendments will govern the
      Parties' rights and obligations with respect to subsequent
      E-911 service;

  (b) The Debtors will issue invoices in the total amount of
      $984,603.06 to Verizon.  Verizon will pay the invoices for
      the Settlement Payment within 30 days of receipt of those
      Invoices;

  (c) Upon the Debtors' receipt of the Settlement Payment, the
      Debtors will unconditionally waive, release, and discharge
      Verizon and its affiliates of and from any and all claims,
      demands, costs, liabilities, causes of action and damages,
      arising out of relating to the E-911 2009 and prior
      charges only;

  (d) Nothing contained in the Settlement Agreement will be
      deemed to release, waive or discharge RCC or any of its
      affiliates from any claim, demand, cost, liability, cause
      of action or damage;

  (e) Upon FairPoint's receipt of the Settlement Payment,
      Verizon will unconditionally waive, release, and discharge
      the Debtors of and from any and all claims, demands,
      costs, liabilities, causes of action, and damages, arising
      out of or relating to the E-911 2009 and Prior Charges
      only; and

  (f) In the event any of the ICA Amendments is not approved by
      the applicable regulatory authority, the Settlement
      Agreement will be null and void.

Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP, in New York, notes that the Settlement provides the Debtors
with a $984,603 settlement payment, which will ultimately inure
to the benefit of creditors directly or indirectly.  Absent the
Settlement, the Parties face the prospect of protracted
litigation, with its attendant delay, distraction, and expense,
he stresses.

The Debtors estimate that assuming they were to pursue litigation
with Verizon, they could potentially recover $1.4 million if they
were to prevail on every issue.  The Settlement Payment
represents 70% of this gross amount, Mr. Kirpalani tells the
Court.

The amendments to the ICA under the Settlement will also minimize
the likelihood for any similar billing or other disputes in the
future, the resolution of which could be costly to the Debtors,
Mr. Kirpalani adds.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

(FairPoint Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FAIRPOINT COMMS: Settles CoBank's Claims on Patronage Stock
-----------------------------------------------------------
FairPoint Communications, Inc., and CoBank, ACB, entered into a
court-approved stipulation regarding a 2009 distribution of
patronage stock in CoBank.

As of December 31, 2009, FairPoint owned $3,330,639 shares of
patronage stock in CoBank.  In March 2010, CoBank issued a
certain statement of qualified patronage distribution announcing
FairPoint is entitled to distributions aggregating $548,870 on
account of the CoBank Stock.

CoBank however contends that it holds a first lien on the CoBank
Stock pursuant to Section 2131(c) of the Farm Credit Act.  CoBank
has also asserted that its statutory lien gives it a claim on the
2009 Distribution.  Consequently, CoBank withheld payment of the
2009 FairPoint disputes CoBank's right to withhold payment of the
2009 Distribution and enforce the statutory lien.

To resolve those issues, the parties agree that CoBank will pay
FairPoint $384,209 by wire transfer of immediately available
funds.  CoBank will be entitled to retain $164,661 from the 2009
Distribution, in full and complete satisfaction of any claim that
CoBank may have, to exercise CoBank's Statutory Lien against the
CoBank Stock, or proceeds from the CoBank Stock, on account of
any prepetition transaction between the Parties related to CoBank
Stock.

However, in the event FairPoint's Chapter 11 case is dismissed or
converted, or in the event that the Chapter 11 Plan
Reorganization is not confirmed, the CoBank Prepetition Statutory
Lien Claims will not be deemed satisfied except with respect to
the 2009 Distribution.

FairPoint also agrees that the automatic stay may be lifted
solely to allow CoBank to exercise its Statutory Lien against the
Retained Proceeds.

The Parties otherwise reserve all rights, remedies and defenses
under applicable law vis-a-vis the Statutory Lien.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

(FairPoint Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FLAHERTY MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Flaherty Mechanical Contractors, LLC
        548 Baldwin Street
        Bridgeville, PA 15017

Bankruptcy Case No.: 10-26801

Chapter 11 Petition Date: September 24, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-26801.pdf

The petition was signed by Denis Flaherty, owner/executive vice
president.


FRASER PAPERS: Terminates Deal to Sell New Hampshire Paper Mill
---------------------------------------------------------------
Fraser Papers Inc. has terminated the agreement to sell its paper
mill in Gorham, New Hampshire.  The company disclosed that the
purchaser could not secure sufficient financing to complete the
transaction.

The Company has begun contacting other parties to determine their
interest in acquiring the mill.

Fraser Papers also announced that it will close the mill
indefinitely while the Company continues its efforts to sell the
mill.  The Company plans to shut down the Gorham mill indefinitely
on or about October 13, 2010, depending upon whether acceptable
orders can be obtained.  The Company noted that the shutdown is
due to current market conditions and is in no way reflective of
the outstanding dedication and commitment of the employees at the
mill who have worked tirelessly to ensure Fraser Papers' paper
products are of the highest quality.

In conjunction with the anticipated shutdown of the of the Gorham
mill, Fraser Papers has provided notice to the employees of the
Gorham mill under the Worker Adjustment and Retraining
Notification ("WARN") Act.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act ("CCAA") in
Canada and Chapter 15 of the United States Bankruptcy Code in the
United States.

                      About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123).  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.
Fraser has said it is developing a restructuring plan to present
to its creditors by Oct. 16, 2009, with the objective of emerging
with a sustainable and profitable specialty papers business.

In July 2010, Fraser Papers disclosed that the Ontario Superior
Court of Justice has granted a further extension of the initial
Order under which Fraser Papers, together with its subsidiaries,
was granted creditor protection under the Companies' Creditors
Arrangement Act.  This extension is through October 29, 2010 and
was supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.


FREDDIE MAC: Issues August 2010 Monthly Volume Summary
------------------------------------------------------
Freddie Mac formally known as the Federal Home Loan Mortgage
Corporation issued on September 24, 2010, its August 2010 Monthly
Volume Summary.  A full-text copy of The Monthly Volume Summary is
available for free at http://ResearchArchives.com/t/s?6bbf

Highlights include:

  -- The total mortgage portfolio decreased at an annualized rate
     of 5.2% in August.

  -- Single-family refinance-loan purchase and guarantee volume
     was $21.2 billion in August, reflecting 73% of total mortgage
     portfolio purchases and issuances.

  -- Total number of loan modifications were 9,976 in August 2010
     and 114,568 for the eight months ended August 31, 2010.

  -- The aggregate unpaid principal balance (UPB) of Freddie's
     mortgage-related investments portfolio decreased by
     approximately $10.3 billion.

  -- Total guaranteed PCs and Structured Securities issued
     decreased at an annualized rate of 5.4% in August.

  -- Single-family delinquency rate decreased to 3.83% in August.
     Multifamily delinquency rate increased to 0.32% in August.

  -- The measure of our exposure to changes in portfolio market
     value (PMVS-L) averaged $57 million in August.  Duration gap
     averaged 0 months.

                         About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


FX REAL ESTATE: Inks Subscription Deal with Select Directors
------------------------------------------------------------
FX Real Estate and Entertainment Inc. entered on Sept. 21, 2010,
into subscription agreements with certain of its directors,
executive officers and greater than 10% stockholders and other
accredited investors, pursuant to which the Purchasers purchased
from the Company an aggregate of 500 units at a purchase price of
$1,000 per Unit.  Each Unit consists of (x) one share of the
Company's Series B Convertible Preferred Stock, $0.01 par value
per share, and (y) a warrant to purchase up to 14,306.15 shares of
the Company's common stock at an exercise price of $0.2097 per
share.

The Warrants are exercisable for a period of 5 years.  The Company
generated aggregate proceeds of $500,000 from the sale of the
Units pursuant to the Subscription Agreements.  The Company
intends to use the proceeds to fund working capital requirements
and for general corporate purposes.

As previously reported in the Company's Current Report on Aug. 18,
2010, the Company created 2,500 shares of Series B Convertible
Stock by filing a Certificate of Designation with the Secretary of
State of the State of Delaware thereby amending its Amended and
Restated Certificate of Incorporation, as amended.  The Company
has issued and sold thus far an aggregate of 650 shares of the
Series B Convertible Preferred Stock as part of the Units and
the sale of other units reported in the August 2010 and has
1,850 authorized shares of Series B Convertible Preferred Stock
that remain available for future issuance under the Series B
Certificate of Designation.  The designation, powers, preferences
and rights of the shares of Series B Convertible Preferred Stock
and the qualifications, limitations and restrictions thereof are
contained in the Series B Certificate of Designation and are
summarized in the August 2010.

                       About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet as of June 30, 2010, showed
$141.8 million in total assets, $515.1 million in total
liabilities, and a stockholders' deficit of $373.3 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).


GARLOCK SEALING: Court Appoints J. Grier as Future Claims Rep.
--------------------------------------------------------------
Judge George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina appointed Joseph W. Grier, III,
as the legal representative for holders of future asbestos claims,
effective as of September 16, 2010.

The Future Asbestos Claimants' Representative will protect the
rights of persons who may, subsequent to confirmation of the
Debtors' plans of reorganization, hold Future Asbestos Claims,
defined as claims based on, arising out of, or related to
asbestos-related injury, disease, or death that has not
manifested, become evident, or been diagnosed as of the date an
order is entered confirming a plan of reorganization in the
Debtors' Chapter 11 cases, Judge Hodges averred.

The FCR will not be liable for any damages, or have any
obligation other than as prescribed by order of the Court;
provided, however, that the FCR may be liable for damages
caused by willful misconduct or gross negligence, Judge Hodges
clarified.  The FCR will also not be liable to any person as a
result of any action or omission taken or made in good faith,
Judge Hodges noted.

The FCR is a party-in-interest in the Debtors' Chapter 11 cases,
and will have standing under Section 1109(b) of the Bankruptcy
Code to be heard on any issue in these Chapter 11 cases in the
Bankruptcy Court, the U.S. District Court for the Western
District of North Carolina or any other court.  The FCR will also
have the powers and duties of a committee set forth in Section
1103 of the Bankruptcy Code as are appropriate for a
FCR.

The FCR and his counsel will be entitled to receive all notices
and pleadings that is served pursuant to any and all orders
entered in the Debtors' bankruptcy cases, Judge Hodges added.

                      About Garlock Sealing

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Proposes Rust Consulting as Claims Handling Agent
------------------------------------------------------------------
Garlock Sealing Technologies LLC and its units seek the U.S.
Bankruptcy Court's permission to employ Rust Consulting, Inc., as
their claims handling agent.

The proposed services of Rust Consulting include:

  (a) Rust Consulting will maintain the Claims Register for all
      proofs of claim filed in the Debtors' Chapter 11 Cases, in
      accord with these requirements:

         (i) The Claims Register will be available for review by
             the public, Rust Consulting will assign each proof
             of claim a unique number, will list each individual
             creditor and provide for the index of claims
             alphabetically and numerically;

        (ii) Rust Consulting will establish a publicly
             accessible Web site through which the Claims
             Register may be viewed and through which Asbestos
             Proofs of Claim and Non-Asbestos Proofs of Claim
             may be filed;

       (iii) Each Proof of Claim will be stored in portable
             document format or .pdf; and

        (iv) In accord with other Orders of the Court, portions
             of each Asbestos Proof of Claim will be available
             to the public through the Claims Register, but non-
             public portions of Asbestos Proofs of Claim,
             including full social security numbers of persons
             and certain medical information, will be stored
             securely in a location not accessible to the
             public.

  (b) Rust Consulting will receive and docket Asbestos Proofs
      of Claim and Non-Asbestos Proofs of Claim.

  (c) Rust Consulting will date-stamp all proofs of claim on the
      date of receipt.  Proofs of claim received by the Court
      will be datestamped on the date of receipt by the Clerk,
      and forwarded to Rust Consulting for acknowledgement and
      docketing.

  (d) For claims filed through the Claims Web site or proofs of
      claim where a creditor identified electronic mail as the
      means for further notice, Rust Consulting will transmit an
      electronic acknowledgement of the receipt of a proof of
      claim.  For other proofs of claim, if a claimant provides
      a self-addressed, stamped envelope with the submission of
      a proof of claim, Rust Consulting will provide an
      acknowledgement of the receipt of the proof of claim.

  (e) Rust Consulting will perform proper data quality assurance
      to verify that each portable document format image is
      complete, and information listed on each claim is
      accurately reflected in the Claims Register.

  (f) Rust Consulting will duplicate any proofs of claim filed
      directly with the Court in CM/ECF and cause them to be
      placed on the Claims Register.

  (g) Rust Consulting will record all transfers of claims
      pursuant to Rule 3001(e) of the Federal Rules of
      Bankruptcy procedure and provide notice of those transfers
      pursuant to Rule 3001(e).

  (h) Rust Consulting will provide the Clerk of Court an
      electronic copy of the Claims Register every 90 days after
      entry of an Order appointing Rust Consulting through the
      bar dates set by the Court and every 180 days thereafter
      until these Chapter 11 cases are closed.

  (i) Rust Consulting will staff a call center open during
      Regular business hours to answer questions posed by
      claimants concerning claims for a period as set forth in
      other orders of the Court.

  (j) Upon the closing of the Debtors' Chapter 11 cases, Rust
      Consulting will submit to the Clerk for entry in CM/ECF
      all proofs of claim filed in portable document format,
      with separate image files provided for the publicly
      available portion of each proof of claim and the non-
      publicly available portion of each proof of claim.  Rust
      Consulting will cause any physical copy of proofs of claim
      to be shredded or stored, but will not lodge them in the
      Court.

  (k) Rust Consulting will comply with applicable federal and
      state laws, rules, orders and regulations, and the further
      conditions and requirements as the Clerk of Court may
      prescribe.

The proposed activities of Rust Consulting on behalf of the
Debtors will include, but are not limited to:

  (a) To the extent required, assisting in providing direct
      notice and mailing of Bar Date Packages and other
      materials to parties-in-interest;

  (b) Analysis and capture of data included in the Proof of
      Claim Form, scanning Proofs of Claims, and entering data
      contained in Proofs of Claim and other materials received
      from Debtors;

  (c) Data storage; and

  (d) Other than those activities that may arise during the
      implementation of procedures and processes outlined in the
      Asbestos Bar Date Motion or that may be reasonably
      required in connection with the relief sought.

The Debtors will pay Rust Consulting's professionals according to
their customary hourly rates:

     Title                             Rate per Hour
     -----                             -------------
     Senior management/consultants      $185 to $290
     Senior project administrator       $170 to $185
     Project manager                    $110 to $150
     Technical consultant               $110 to $190
     Call center manager                    $150
     Call center supervisor                  $85
     Customer service representative      $45 to $55
     Processor                           $47 to $130

The Debtors will also reimburse Rust Consulting for expenses
incurred.  Rust Consulting estimates the total project cost as
$415,105.

Elizabeth Graham King, senior vice president of Rust Consulting --
bgrahamking@rustconsulting.com -- maintains that her firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors ask the Court to shorten notice period for the
application so as a hearing may be held on September 30, 2010.

                      About Garlock Sealing

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Proposes to Establish Gen. Claims Bar Date
-----------------------------------------------------------
Garlock Sealing Technologies LLC and its debtor affiliates ask
Judge George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina to:

  (i) establish a general bar date by which all creditors
      asserting any non-asbestos claim must file proofs of claim
      in the Debtors' Chapter 11 cases;

(ii) establish a bar date by which a proof of claim relating to
      the Debtors' rejection of any executory contract or
      unexpired lease must be filed;

(iii) establish a bar date by which creditors holding Non-
      Asbestos Claims, which have been amended by the Debtors in
      their Schedules of Assets and Liabilities, must be filed;

(iv) approve a tailored proof of claim form to be distributed
      to potential Non-Asbestos Claimants;

  (v) approve the forms of notice to be used to inform potential
      Non-Asbestos Claimants of the Bar Dates;

(vi) approve mailing procedures with respect to notice of the
      Bar Dates; and

(vii) approve supplemental procedures regarding the Bar Dates.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that "[t]he court will fix . . . the time within which
proofs of claim or interest may be filed."

                        General Bar Date

The Debtors ask the Court to fix the day that is 90 days from the
entry of an order approving their Bar Date Motion as the General
Bar Date for Non-Asbestos Claims, excluding claims by governmental
units.  Governmental units will have a bar date of December 3,
2010, according to the Debtors.

The Debtors propose these procedures for filing proofs of non-
asbestos claim:

  (1) Any entity that asserts a Non-Asbestos Claim that arose
      before the Petition Date must file an original, written
      proof of a Prepetition Non-Asbestos Claim, which is
      substantially in the form of the Official Form No. 10, so
      as to be actually received or, as appropriate,
      electronically filed on or before the General Bar Date.

  (2) Proofs of claim that were filed with the Court before the
      appointment of a claims processing agent will be deemed
      timely received by the Claims Processing Agent.

The General Bar Date would apply to all Entities holding
Prepetition Non-Asbestos Claims, including, but not limited to:

  (a) creditors whose Prepetition Non-Asbestos Claims arise out
      of the rejection of executory contracts or unexpired
      leases by the Debtor before entry of the Bar Date Order;

  (b) governmental units holding Prepetition Non-Asbestos Claims
      for unpaid taxes, whether arising from prepetition tax
      years or periods or prepetition transactions to which a
      Debtor was a party; and

  (c) entities whose Prepetition Non-Asbestos Claims arise out
      of the obligations of those Entities under a contract for
      the provision of liability insurance to a Debtor.

These parties need not file proofs of claim on or before the
General Bar Date:

  (A) any Entity that has already properly filed a proof of
      claim against one or more of the Debtors against whom that
      Entity asserts a claim;

  (B) any Entity (i) whose Prepetition Non-Asbestos Claim is not
      listed as disputed, contingent, or unliquidated in
      the Schedules; and (ii) that agrees with the nature,
      classification, and amount of those Prepetition Non-
      Asbestos Claim set forth in the Schedules;

  (C) any Entity whose Prepetition Non-Asbestos Claim has been
      allowed by, or paid pursuant to, an order of the Court;
      and

  (D) any of the Debtors that hold Prepetition Non-Asbestos
      Claims against one or more of the other Debtors.

However, any Entity (i) whose Prepetition Non-Asbestos Claim is
not listed as disputed, contingent, or unliquidated but desires to
participate in the Chapter 11 cases or share in any distribution
in any of the Chapter 11 cases; and (ii) that believes its
Prepetition Non-Asbestos Claim should be allowed in a
classification or amount other than that set forth in the
Schedules, must file a proof of claim on or before the General Bar
Date.

                       Rejection Bar Date

The Debtors propose that the Rejection Bar Date will be:

  (1) the later of the General Bar Date; and

  (2) 30 days after the effective date of rejection of a
      contract or lease as provided by an order of the Court or
      pursuant to a notice under procedures approved by the
      Court.

Entities wishing to assert a Rejection Damages Claim are required
to file an original, written request for payment of any Rejection
Damages Claim, substantially in the form of the Proof of Claim
Form, so as to be received on or before the Rejection Bar Date.

                  Amended Schedule Bar Date

The Debtors ask the Court to fix the Amended Schedule Bar Date as
the later of the General Bar Date and 23 days after the date that
notice of the amendment is served on the affected Non-Asbestos
Claimants.

The Debtors propose to retain the right to:

  (a) dispute or assert offsets or defenses against any filed
      Prepetition Non-Asbestos Claim or any Prepetition Non-
      Asbestos Claim listed or reflected in the Schedules as to
      nature, amount, liability, classification, or otherwise;

  (b) subsequently designate any Prepetition Non-Asbestos Claim
      as disputed, contingent or unliquidated;

  (c) add a claim to the Schedules; and

  (d) object to any Prepetition Non-asbestos Claim; provided,
      however, that, if the Debtors amend the Schedules to,
      among other things, reduce the undisputed, noncontingent,
      and liquidated amount, then the affected claimant will
      have until the Amended Schedule Bar Date to file a proof
      of claim or to amend any filed proof of claim in respect
      of the amended scheduled Prepetition Non-Asbestos Claim or
      added claim.

The Debtors also propose that any Entity that is required to file
a proof of claim for a Prepetition Non-asbestos Claim but fails to
do so in a timely manner will be forever barred, estopped, and
enjoined from:

  * asserting any Prepetition Non-Asbestos Claim against any
    of the Debtors that (i) is in an amount that exceeds the
    amount, if any, that is set forth in the Schedules as
    undisputed, noncontingent, and liquidated, or (ii) is of a
    different nature or classification; or

  * voting upon any plan or plans of reorganization in the
    Chapter 11 cases in respect of that Unsecured Claim.

                        Bar Date Notices

The Debtors propose to provide actual notice of the Bar Dates by
mailing (a) a notice of the Bar Dates; and (b) the Proof of Claim
Form to these parties, including, but not limited to:

  (a) Bankruptcy Administrator;

  (b) Counsel for the Official Committee of the Asbestos
      Personal Injury Claimants and the Official Committee of
      Unsecured Creditors;

  (c) all holders of Prepetition Non-Asbestos Claims listed on
      the Schedules at the addresses stated therein;

  (d) all counterparties to executory contracts and unexpired
      leases;

  (e) all current employees of the Debtors;

  (f) a representative of the local International Association of
      Machinists and Aerospace Workers;

  (g) the U.S. Department of the Treasury by service upon the
      District Director of the Internal Revenue Service and all
      taxing authorities for locations in which the Debtors do
      business;

  (h) the U.S. Securities and Exchange Commission;

  (i) the office of the U.S. Attorney for the Western District
      of North Carolina;

  (j) the Pension Benefit Guaranty Corporation; and

  (k) all Entities requesting notice pursuant to Rule 2002 as of
      the entry of the Bar Date Order.

Based on the number of entities to provide notice to, the Debtors
believe that they will be able to complete the mailing of the Bar
Date Notice Package within approximately three business days after
the date of entry of the Bar Date Order, John R. Miller, Esq., at
Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina,
relates.

Given that the General Bar Date is 90 days after the entry of the
order on the Bar Dates Motion, all potential claimants should have
about 90 days' notice of those Bar Dates, Mr. Miller asserts.
That notice period exceeds the 20-day notice period required under
Rule 2002(a)(7) of the Federal Rules of Bankruptcy Procedure and
will provide creditors ample time within which to prepare and file
proofs of claim, he assures the Court.

The Debtors also propose to make supplemental mailings of the Bar
Date Notice Package up to 23 days in advance of the applicable Bar
Dates, with any of those supplemental mailings being deemed
timely, in the event:

  (1) Bar Date Notice Packages are returned by the post office
      with forwarding addresses, necessitating a remailing to
      the new addresses;

  (2) certain parties acting on behalf of parties-in-interest
      decline to pass along Bar Date Notice Packages to those
      parties and instead return their names and addresses to
      the Debtors for direct mailing; and

  (3) additional potential claimants become known to the
      Debtors.

To minimize the time and expense associated with having to seek
subsequent orders from the Court, the Debtors seek the Court's
permission to establish special bar dates with respect to the
Special Bar Date Parties as to which a mailing or remailing of the
Bar Date Notice Package is necessary and cannot be accomplished
before the 23-day period.  With respect the Special Bar Date
Parties, the Debtors propose to establish special bar dates at
least 23 days after the date on which they mail the notice of each
special bar date.

The 23-day notice of each special bar date is appropriate because
any special bar dates will be established later in the Debtors'
Chapter 11 cases and must be structured so as not to delay the
progress of these cases, Mr. Miller points out.  The Debtors
intend to advise the Court of the establishment of each special
bar date by filing a notice, together with a list that identifies
the Special Bar Date Parties that are subject to it and a copy of
the bar date notice applicable to the special bar date.  That
notice will also be served upon the Bankruptcy Administrator, the
Counsel for the Asbestos Claimants Committee and the Creditors'
Committee and all Entities seeking notice pursuant to Rule 2002.

In other matters, the Debtors propose that all entities asserting
claims against more than one Debtor be required to file a separate
proof of claim with respect to each Debtor.  The Entities will be
required to identify on each proof of claim the particular Debtor
against which their claim is asserted.

The Court will consider the Debtors' request on October 14, 2010.
Objections are due October 1.

                      About Garlock Sealing

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GEMCRAFT HOMES: Federal Judge Approves Reorganization Plan
----------------------------------------------------------
Alan J. Heavens at The Philadelphia Inquirer reports that a U.S.
bankruptcy judge in Baltimore approved Gemcraft Homes' plan of
reorganization, allowing the home builder to exit Chapter 11 after
less than a year.  The Company was able to secure $70 million in
financing to continue operations.

According to Marcus Rauhut, staff writer at Public Opinion,
Gemcraft Homes negotiated deals with Regions Bank, M&T Bank, and
other institutions to secure more than $70 million in new
financing to continue its building and development operations.

The two banks collectively supplied $30 million in debtor-in-
possession financing during the reorganization process.  Normal
day-to-day business operations of the company were allowed to
continue and there was no effect upon Gemcraft customers.

                      About Gemcraft Homes

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696.)  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  In its schedules, Gemcraft Homes' disclosed
total assets of $40,668,980, and total liabilities of $73,468,237.


GLIMCHER REALTY: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Glimcher Realty Trust, including its 'B+' corporate credit rating
and 'CCC+' preferred stock rating.  The outlook is negative.  The
rating actions affect roughly $280 billion of rated preferred
stock.

"S&P's rating on Glimcher reflects the company's aggressive
financial risk profile, with high leverage, low fixed-charge
coverage, and a fully encumbered asset base," said Standard &
Poor's credit analyst George Skoufis.  "S&P views Glimcher's
business risk profile as weak, reflecting the company's smaller
and less competitively positioned portfolio relative to peers."

However, Glimcher's portfolio remains well-occupied, and recent
results point to modest improvements in operating trends.  S&P has
also factored in its expectation that the Scottsdale Quarter
development project will begin to contribute to cash flow over the
next several quarters and that the company's debt maturities are
very manageable through 2011.

S&P's outlook remains negative, reflecting its belief that the
feeble economic recovery will continue to weigh on consumer
confidence and retail demand, which may pressure occupancy and
rents in Glimcher's retail portfolio over the near term.  S&P also
considered the potential risk that cash flow contribution from the
Scottsdale Quarter development could be delayed or lower than
expected.  S&P will monitor Glimcher's cash flow over the next few
quarters with the expectation that FCC will be on a trajectory to
reach 1.4x or higher by the end of 2011.  S&P would consider
lowering the ratings if S&P believes FCC and total coverage will
fall below 1.4x and 1.0x, respectively, or if any bank covenants
come under pressure.  Aggressive acquisitions would also factor
into a downgrade if they pressure coverage measures and strain
liquidity.

S&P does not foresee improvement in the ratings over the near
term.  However, S&P would consider an upgrade if retail
fundamentals stabilize, leverage levels moderate, operating cash
flow comfortably covers the common dividend and maintenance cap
ex, and S&P believes the company can achieve FCC exceeding 1.7x.


GLOBAL BEVERAGES: Posts $562,600 Net Loss in March 31 Quarter
-------------------------------------------------------------
Global Beverages, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $562,609 on $4.25 million of revenue for
the three months ended March 31, 2010, compared with net income of
$56,556 on $814,488 of revenue for the three months ended
March 31, 2009.

The increase in revenues was primarily related to the inclusion of
revenues generated by the business units acquired in the Asia
Distribution Solutions transaction, and revenue generated from
sale of grapes in the Australian operations.

The Company had an operating loss of $364,002 in the three months
ended March 31, 2010, compared to operating income of $186,099 in
the three months ended March 31, 2009.

At March 31, 2010, the Company had a working capital deficiency of
$700,250 and an accumulated deficit of $15.26 million.

The Company's balance sheet as of March 31, 2010, showed
$42.01 million in total assets, $17.42 million in total
liabilities, and stockholders' equity of $24.59 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its results for the fiscal
year ended June 30, 2009.  The independent auditors noted that the
Company has incurred operating losses and has negative cash flows
from operations for fiscal 2009.

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

                http://researcharchives.com/t/s?6bc2

                      About Global Beverages

Based in Wybong Upper Valley, New South Wales, Australia, Global
Beverages, Inc., is engaged in the operation of vineyards and wine
production in Australia and distribution of wine products in
Australia, People's Republic of China, United States, Canada and
throughout Europe.


GREAT ATLANTIC: Elects Thomas Casey to Board of Directors
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. elected Thomas Casey
to the Company's Board of Directors.  Mr. Casey holds the open
Board position that has been vacated by Mr. Brace, the Company's
Chief Administrative Officer.

Mr. Casey has more than 24 years experience in financial
management and strategic planning.  During his career, Mr. Casey
has served as a strategic financial advisor to some of the world's
largest companies in the retail entertainment, food and drug,
convenience store, food wholesale and foodservice industries.
During his tenure at Deutsche Bank Securities, Inc.  Mr. Casey was
responsible for the banks' retail industry relationships in North
America.  He has also held financial and investment banking
positions with Citigroup, Merrill Lynch, Blockbuster and Dillon
Read & Co.

Mr. Casey has a Bachelor of Science degree from the U.S. Naval
Academy and has served as an officer in the U.S. Navy. He also
received his MBA from Harvard Business School.

"I would like to welcome Tom to the Board.  We are excited to have
his extensive financial knowledge and experience to help us lead
our comprehensive turnaround.  I am looking forward to working
with Tom and the Board of Directors to create value for our
shareholders," concluded Christian Haub, Executive Chairman, The
Great Atlantic & Pacific Tea Company.

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

The Company's balance sheet at June 19, 2010, showed $2.6 billion
in total assets, $897.0 million in total current liabilities, $2.3
billion in total non-current liabilities, $135.0 million series A
redeemable preferred stock, and $659.0 million in stockholders'
deficit.

Great Atlantic carries 'Caa3' probability of default and corporate
family ratings from Moody's Investors Service and a 'CCC'
corporate credit rating from Standard & Poor's.

At the end of July 2010, when Moody's downgraded the SGL rating to
SGL-4 (reflecting weak liquidity), Moody's said, "A&P does have
sufficient liquidity to meet immediate operating needs, but
liquidity is strained over the next four quarters as a result of
the company's debt maturity in June 2011."  S&P, in July 2010,
when it lowered the corporate rating to 'CCC' from 'CCC+', said it
"expects weak trends to continue and the company to be
significantly cash flow negative."


GREDE FOUNDRIES: Wis. Court Says Electricity is a UCC "Good"
------------------------------------------------------------
WestLaw reports that electricity that utilities supplied to a
Chapter 11 debtor within 20 days prior to the petition date was in
the nature of a "good," for whose value the utilities could assert
an administrative priority claim.  While the movement was so fast
as to almost instantaneous, electricity was plainly moveable, and
was in fact moving from the utilities' power lines to the debtor's
facility, at the time that it was metered and became identifiable
to the supply agreements between the parties, thereby satisfying
the Uniform Commercial Code definition for a "good." There was
nothing in the administrative priority provision of the Bankruptcy
Code or in the Uniform Commercial Code requiring that this
movement occur at any particular speed.  In re Grede Foundries,
Inc., --- B.R. ----, 2010 WL 2196280 (Bankr. W.D. Wis.)

                      About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company sought Chapter 11 protection (Bankr. W.D. Wisc. Case
No. 09-14337) on June 30, 2009.  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor.  The Debtor selected Conway Del
Genio Gries & Co. as its restructuring advisor; Leverson & Metz
S.C. as special counsel; and Kurtzman Carson Consultants LLC as
claims agent.  The Debtor reported total assets of $143,983,000
and total debts of $148,243,000 at the petition date.

Wayzata Investment Partners LLC purchased the business of Grede
Foundries for $106.5 million in Feb. 2010 and merged it with
Citation Corp.


GREEN RIVER: Quality Carriers Can File Late Claims
--------------------------------------------------
In In re: Green River Biodiesel, Inc., (Bankr. N.D. Ala. Case No.
08-72626, September 24, 2010), the Hon. C. Michael Stilson grants
a request by Quality Carriers, Inc.'s Motion for Leave to File
Late-Filed Claims, over the Debtor's objection.  Judge Stilson
held that the notices sent to QCI at the Chicago lock-box address
did not comport with due process; therefore, QCI did not receive
adequate notice of the May 11, 2009 bar date.  In addition, QCI
did not have knowledge of the May 11, 2009 bar date prior to its
expiration.  Having neither adequate notice nor knowledge of the
May 11, 2009 bar date, QCI is not bound by the May 11, 2009 bar
date.

A copy of the Court's memorandum opinion is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924570

QCI is a bulk transportation company.

Green River Biodiesel, Inc., was engaged in the business of
manufacturing biodiesel fuel at its plant located in Moundville,
Alabama.  On November 21, 2008, an involuntary Chapter 7
bankruptcy case was filed by four of Green River's creditors.  On
March 3, 2009, Green River consented to the conversion of the
involuntary Chapter 7 case to a case under Chapter 11 of the
Bankruptcy Code, and an order for relief was entered March 5,
2009.


GROVE COMMONS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grove Commons Limited Partnership
        106 East North Street
        New Castle, PA 16101

Bankruptcy Case No.: 10-26791

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Scott E. Schuster, Esq.
                  BERNSTEIN LAW FIRM
                  2200 Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8119
                  Fax: (412) 456-8273
                  E-mail: sschuster@bernsteinlaw.com

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-26791.pdf

The petition was signed by Thomas J. George, vice president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                            Case No.   Petition Date
        ------                            --------   -------------
Washington Commons Limited Partnership    10-26792        09/23/10


GRS ELECTRONICS: Omega Can't Access Funds From Court Registry
-------------------------------------------------------------
In In re: GRS Electronics, Inc. (Bankr. D. N.J. Case No.
94-11024), the Hon. Judith H. Wizmur denies a request by Omega
Consulting, as assignee of Blair Acquisition Corporation, to
withdraw funds from the Court Registry on behalf of Omega
Consulting.

Omega Consulting claimed to be the assignee of Blair, f/k/a Advent
Electronics, Inc., successor by merger to GRS Acquisition
Corporation, "the successor-in-interest to Debtor, GRS
Electronics."

The debtor, GRS Electronics, sold its assets to GRS Acquisition in
July 1994 while in bankruptcy.  The sale was exclusive of accounts
receivable to be collected by the Debtor, certain causes of action
retained by the Debtor, and the debtor's real estate.

Thereafter, the Debtor proposed a Chapter 11 plan which would be
funded through the collection of accounts receivable and the
collection of rents from the real estate that the debtor continued
to own, as well as through contributions from its principal,
Walter A. Beringer, Jr.  The First Amended Disclosure Statement
was approved in January 1995 and the plan was confirmed in April
1995.  The Debtor's case was administratively closed in April
1997.

Judge Wizmur holds that the sale of the Debtor's assets to GRS
Acquisition occurred prior to the formulation and confirmation of
the Debtor's plan.  Following confirmation, the Debtor continued
to operate as a real estate holding company for an additional five
years, funding the Chapter 11 plan through its accounts receivable
collections and its rent receivables, ultimately selling its real
estate to an unrelated third party.  She points out that the funds
in question were generated through the Debtor's postpetition
existence as a real estate holding company, and were deposited in
the Court Registry for the benefit of specified creditors who had
no connection to GRS Acquisition.

A copy of the Court's letter opinion is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924576

GRS Electronics, Inc., d/b/a General Radio Supply, Inc., operated
as a wholesale distributor of electrical and electronic parts and
components for over 50 years before experiencing financial
difficulties in the late 1980's.  GRS Electronics filed for
Chapter 11 bankruptcy protection on March 10, 1994.


HALAL 4 U: Judge Glenn Converts Case to Chapter 7
-------------------------------------------------
The Hon. Martin Glenn grants the United States Trustee's motion to
convert Halal 4 U LLC's case from a chapter 11 case to a case
under chapter 7.  While there is no conclusive proof that the
Debtor has filed its petition in bad faith, the circumstances
surrounding the Debtor's filing and accompanying disclosures are
suspicious.  There are no records of the Debtor's cash inflows and
outflows prior to the filing -- and those post-filing are not very
informative -- the Debtor has filed two amended schedules listing
additional properties not initially disclosed, and the Debtor has
not satisfactorily demonstrated what interests it has in the
listed properties and how it acquired such interests.
Furthermore, it is unclear the extent to which the Debtor has
satisfied its tax and insurance obligations on the listed
properties, and the extent to which the Debtor has made the
requisite mortgage payments.  Additionally, one or more of the
properties as to which the Debtor claims an interest were
"acquired" or "transferred" from individuals facing imminent
foreclosure or their own bankruptcy filings raising questions
whether the Debtor's alleged interests were the result of
fraudulent conveyances.

The Debtor submitted an untimely objection on September 21, 2010.

A copy of the Court's memorandum order is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924578

This is the U.S. Trustee's second bid for conversion or dismissal
of the case.  On January 21, 2009, the U.S. Trustee moved the
court to dismiss the case or convert it to a case under chapter 7
based on the Debtor's failure to retain counsel.  The issue was
resolved, however, when the Debtor obtained legal representation.

Halal 4 U LLC filed a chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 08-15216) on December 30, 2008.


HARRISBURG, PA: Votes to Retain Bankruptcy Lawyers
--------------------------------------------------
Dunstan McNichol at Bloomberg News reports that the City Council
of Harrisburg, Pennsylvania, voted 5-2 on September 28 to seek
professional advice on bankruptcy or state oversight.  Harrisburg
needed state aid to avoid default on $3.3 million of bond payments
this month.

According to Bloomberg, the city has missed about $8 million in
debt-service payments this year on bonds issued in connection with
a trash-to-energy incinerator.  The city owes another $40 million
by the end of the year, and was sued by its home county, Dauphin,
and Hamilton, Bermuda-based bond insurer Assured Guaranty
Municipal Corp. over its failure to honor the commitments.

Bloomberg relates that Mayor Linda Thompson spoke to the council
in public for 40 minutes at the start of the meeting, and urged
them to reject bankruptcy.  "The whole world is watching
Harrisburg," she said.  "Our bondholders are looking to make us
the poster child of the world to municipalities in financial
difficulties.  And they don't plan on losing."

Should Harrisburg seek bankruptcy protection, it would be the
second Pennsylvania community to do so.  Westphal Township filed
for Chapter 9 bankruptcy in November 2009 in the face of a legal
settlement that exceeded the municipal budget. The case was
resolved a short time later.

Bloomberg News earlier reported that Harrisburg Councilman Brad
Koplinski made a second attempt to have lawmakers consider hiring
a lawyer for advice on bankruptcy.  Mr. Koplinski had his attempt
to move a similar motion at a City Council meeting on Sept. 14
rejected as out of order because it was unadvertised new business.
"We're looking to have it officially placed on the agenda" for a
meeting on the 28th, Mr. Koplinski said in a telephone interview
from Harrisburg.

                       About Harrisburg, PA

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

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

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

The TCR said on September 14, 2010, that Dauphin County,
Pennsylvania, bond trustees and bond insurer Assured Guaranty
Municipal Corp. on September 13 filed complaints to seek the
appointment of a receiver for the Harrisburg Authority's Resource
Recovery Facility and to obtain an order of mandamus to compel the
city of Harrisburg to meet its obligations on the defaulted
Harrisburg Authority Resource Recovery Facility Revenue bonds.


HARRISBURG, PA: May Not Make Wednesday's Payroll to Workers
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that city workers in
Harrisburg, Pa., may not get their paychecks Wednesday, another
sign of the political squabbling that has sunk the capital city
into a fiscal crisis.

                       About Harrisburg, PA

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

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

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

The TCR said on September 14, 2010, that Dauphin County,
Pennsylvania, bond trustees and bond insurer Assured Guaranty
Municipal Corp. on September 13 filed complaints to seek the
appointment of a receiver for the Harrisburg Authority's Resource
Recovery Facility and to obtain an order of mandamus to compel the
city of Harrisburg to meet its obligations on the defaulted
Harrisburg Authority Resource Recovery Facility Revenue bonds.


HEARTLINE FOODS: Has Not Meet Burden for "Nunc Pro Tunc" Relief
---------------------------------------------------------------
The Hon. Alan H. S. Shiff denies Heartline Foods, Inc.'s
Application for Final Decree nunc pro tunc to June 20, 2005, which
would have eliminated its obligation to pay quarterly fees to the
United States Trustee and file monthly operating reports.  Judge
Shiff rules that to establish that nunc pro tunc relief is
warranted, the requesting party must show that (1) if the
application for relief had been made timely, the bankruptcy court
would have granted the relief requested, and (2) the delay in
seeking relief resulted from extraordinary circumstances.  Judge
Shiff says the debtor's only explanation for its failure to timely
prosecute its Application for Final Decree is that "[i]t appears
to have been an unusual oversight".  Without more, the debtor has
failed to meet its burden of showing that its delay in closing the
case resulted from extraordinary circumstances.

The debtor has until October 24 to comply with the Consent Order
entered into with the U.S. Trustee. If the debtor fails to do so,
the case will be converted to a case under Chapter 7 pursuant to
the terms of the Consent Order.

A copy of the Court's memorandum and order is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924572

Heartline Foods, Inc., filed a chapter 11 petition (Bankr. D.
Conn. Case No. 02-51288) on October 16, 2002.  On April 13, 2005,
the debtor's First Amended Chapter 11 Plan was confirmed.


HOSPITAL DAMAS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hospital Damas, Inc.
        2213 Ponce By Pass
        Ponce, PR 00717-1318

Bankruptcy Case No.: 10-08844

Chapter 11 Petition Date: September 24, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A. CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@aol.com

Scheduled Assets: $24,017,166

Scheduled Debts: $21,267,263

The petition was signed by Julio Colon, CFO.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Banco Popular de           Bank Loan             $3,314,000
Puerto Rico
P.O. Box 362708
San Juan, PR 00936-2708

Cardinal Health P.R., Inc. pharmacy              $1,598,551
P.O. Box 71438             management
San Juan, PR 00936

Lizbeth Vargas Colon       suit for              $1,100,000
c/o LCDO. David Efron      medical
P.O. Box 29314             malpractice
San Juan, PR 00929-0314

Boston Scientific del      medical               $931,018
Caribe                     supplies
Torre Chardon Bldg
350 Chardon Ave. Ste 1001
San Juan, PR 00918

A.E.E.                     Electric Power        $708,887
P.O. Box 7366              Services
Ponce, PR 00732-9917

Isla Lab Products, Corp.   Supplies & Leased     $579,032
P.O. Box 361810            equipment
San Juan, PR 00936-1810

P.R. Hospital Supply,      Medical supplies      $518,339
Inc.
P.O. Box 158
Carolina, PR 00986-0158

Borschow Hospital Med.     Pharmacy supplies     $434,175
Sup.
P.O. Box 366211
San Juan, PR 00936-6211

Juan Orta Rodriguez        Suit for medical      $425,000
c/o LCDO. Luis R. Rivera   malpractice
Edif. Capital Center Suite
San Juan, PR 00918

Baxter Sales Corp.         Medical supplies      $409,984
Rexco Industrical Park
State Road #24 Buchanan
Guaynabo, PR 00968

J&J Medical Caribbean      Medical supplies      $286,542
P.O. Box 70304
San Juan, PR 00936-8304

Infomedika, Inc.           Financing billing     $253,781
P.O. Box 11095             system
Caparra Heights Station
San Juan, PR 00922

Covidien                   Medical supplies      $203,040
(Tyco Healthcare)
GPO Box 71416
San Juan, PR 00936

Ciracet, Corp.             Medical services      $151,134

Abbott Laboratories        Medical supplies      $141,080
P.R. Inc.

Imperial Credit            Insurance policy      $139,218
Corporation

Spectranetics              Medical supplies      $137,942

Instituto Emergencias      Security deposit      $137,500
Medicas

Laboratory Corp. of        Laboratory services   $136,293
America

Rimaco, Inc.               Medical supplies      $134,938


HYTHIAM INC: Posts $2.5 Million Net Loss in June 30 Quarter
-----------------------------------------------------------
Hythiam, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.5 million on $111,000 of revenue for the three
months ended June 30, 2010, compared with a net loss of
$4.9 million on $371,000 of revenue for the same period of 2009.

As of June 30, the Company had a working capital deficit of
$3.5 million compared to a surplus of $79,000 as of December 31,
2009.  During the six months ended June 30, 2010, cash used in
operating activities amounted $4.3 million.  The Company expects
to continue to incur negative cash flows and net losses for the
next twelve months.

The Company's balance sheet as of June 30, 2010, showed
$7.5 million in total assets, $8.1 million in total liabilities,
and a stockholders' deficit of $588,000.

As reported in the Troubled Company Reporter on April 19, 2010,
BDO Seidman, LLP, in Los Angeles, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and
negative cash flows from operating activities.

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

                 http://researcharchives.com/t/s?6bc5

                       About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., is a healthcare services
management company, providing through its Catasys(R) subsidiary
specialized behavioral health management services for substance
abuse to health plans.


JESUP & LAMONT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jesup & Lamont Securities Corporation
        415 Madison Avenue, Suite 1436
        New York, NY 10017

Bankruptcy Case No.: 10-15037

Chapter 11 Petition Date: September 24, 2010

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

Judge: Arthur J. Gonzalez

Debtor's Counsel: Ronald J. Friedman, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.com

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

Estimated Debts: $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 William C. Holub, chief financial
officer.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Jesup & Lamont, Inc.                  10-14133            07/30/10


JOSE FRANCO: Taps Victor Gratacos Diaz as Bankruptcy Counsel
------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico authorized Jose Manuel Colon Franco to
employ Victor Gratacos Diaz, Esq., as counsel.

Mr. Diaz will represent the Debtor in the Chapter 11 proceedings.

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

                         About Jose Franco

Caguas, Puerto-Rico-based Jose Manuel Colon Franco, aka Cheo Colon
Franco, fdba Garaje Colon Hijo; and Ramona Arroyo Ramos, aka Monin
Arroyo, filed for Chapter 11 bankruptcy protection on June 14,
2010 (Bankr. D.P.R. Case No. 10-05189).  The Company estimated its
assets and debts at $10 million to $50 million.


LAS VEGAS MONORAIL: Judge Postpones Key Hearings in Case
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Judge Bruce A. Markell of
the U.S. Bankruptcy Court for the District of Nevada has agreed to
postpone key hearings for Las Vegas Monorail Co.'s reorganization
efforts.

According to the report, Judge Markell signed an order that moves
to November 9 the hearing on Wells Fargo Bank's request to end Las
Vegas Monorail's exclusive control of its reorganization efforts.
The hearing was originally scheduled for September 22.

The report notes that Judge Markell also moved the hearing to
consider the adequacy of the disclosure statement in explaining
the reorganization plan to November 17.  The hearing was
originally set for October 5.

The judge, the report relates, moved the hearing dates based on an
agreement Las Vegas Monorail reached with Wells Fargo Bank, the
indenture trustee for first-tier bondholders.  Other parties to
the agreement are the majority of first-tier, the report adds.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEHMAN BROTHERS: Barclays Want Calculations From SIPA Trustee
-------------------------------------------------------------
Barclays Capital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to compel the Trustee in the
Securities Investor Protection Act proceedings of Lehman Brothers
Inc. to produce on an expedited basis the data and analyses
prepared by his financial advisors at Deloitte necessary for
Barclays to perform a 15c3-3 reserve calculation for LBI and to
examine any and all possible adjustments to that calculation, not
merely those identified by the Trustee's 15c3-3 expert Daniel
McIsaac.

According to Barclays' counsel, Hamish P.M. Hume, Esq., at Boies,
Schiller & Flexner LLP, in New York, the parties have met and
conferred with respect to this issue and have failed to resolve
it.

Mr. Hume relates that Barclays is entitled to receive "to the
extent permitted by applicable law, and as soon as practicable
after the Closing, $769 million of securities, as held by or on
behalf of LBI on the date hereof pursuant to Rule 15c3-3 of the
Securities and Exchange Act of 1934, as amended, or securities of
substantially the same nature and value."  This entitlement, he
said, is not dependent on whether or not there was an excess
equal to or greater than $769 million in LBI's 15c3-3 reserve
account as of any date, because (i) the SIPA Trustee was
authorized to transact in LBI's property and committed to
delivering these securities without regard to whether there was
an excess, and (ii) even if the Court finds that the non-
existence of an excess would preclude the Trustee from delivering
$769 million of securities "as held by or on behalf of LBI . . .
pursuant to Rule 15c3-3," it would not preclude him from
delivering "securities of substantially the same nature and
value," as he agreed to do.

                       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)


LEHMAN BROTHERS: Fidelity Opposes SunCal Settlement
---------------------------------------------------
Fidelity National Title Insurance Company is seeking to block
court approval of a settlement proposed by Lehman Commercial Paper
Inc.

LCPI earlier filed a motion for approval of a term sheet, which
establishes the framework for a settlement among the company, the
Official Committee of Unsecured Creditors and the SunCal
entities' trustee.

The term sheet addresses the disposition of certain real estate
development projects and the liens on those projects.  Fidelity
purportedly has an interest in the term sheet as an issuer of
insurance policies with respect to LCPI's liens on those
projects.

Joshua Cohen, Esq., at Day Pitney LLP, in New Haven, Connecticut,
says the proposed settlement under the term sheet "improperly
seeks to allocate funds" in the Development Account Fund in a
manner that is contrary to the terms of the insurance policies.

Mr. Cohen also says the settlement purports to transfer to the
trustee LCPI's obligation under the insurance policies to
cooperate with Fidelity in its defense of certain foreclosure
actions and in coverage investigation.

Mr. Cohen has also expressed concern that the settlement may
affect the rights and obligations of Fidelity and LCPI under the
insurance policies.

In a statement filed with the Court, Gramercy Warehouse Funding I
LLC has also criticized the motion as "internally inconsistent,
saying it could be interpreted in a way that directly alters the
firm's rights.

Gramercy works as agent for the second lien lenders under a 2006
credit agreement with LBREP/L-SunCal Master I LLC, LCPI and
Lehman Brothers Inc.

The firm has also suggested the appointment of a special
examiner, subject to the Court's jurisdiction and control, to
evaluate the claims of the trustee and to issue a report about
the settlement.

LBREP Lakeside SC Master I, LLC, asks the Court to deny the
settlement as fundamentally unfair, inequitable and
inappropriate.

LBREP notes that while this is the second attempt by the Debtors
and the SunCal Entities to have the settlement approved, they
still do not address any of the concerns related to giving LCPI
and its first lien lenders a direct stake in the outcome of a
claim based on their actions in the related transactions.

Christopher W. Keegan filed a declaration in support of LBREP's
objection.

                       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)


LEHMAN BROTHERS: Judge Peck Approves Settlement With Aurora Bank
----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York has approved a settlement agreement between
Lehman Brothers Holdings Inc. and Aurora Bank FSB.

In an order dated September 23, 2010, the Court authorized the
transfer of $577 million in cash and $409.3 million worth of
assets to Aurora Bank or to Aurora Loan Services LLC.  The Court
also authorized LBHI to transfer a portfolio of its servicing
rights of about 33,000 residential mortgage loans free and clear
of liens and claims.

The court order prohibits persons or entities from pursuing their
interests in the assets to be transferred.  It does not restrict,
however, the right of a government-sponsored entity to approve
the transfer of mortgage servicing rights associated with its
sponsored loans, and to agree to the transfer of those rights
without assumption of LBHI's seller obligations by Aurora Bank
and Aurora Loan.

The court order does not also affect, limit or prejudice the
rights, powers and privileges of the Federal Housing Finance
Agency, in its capacity as the Conservator of the Federal
National Mortgage Association and the Federal Home Loan Mortgage
Corp. under the Housing and Economic Recovery Act of 2008.

Any claim, right or obligation that LBHI and its affiliated
debtors may have against each other in connection with the
settlement are "fully preserved" and will not be prejudiced by
the issuance of the order.  Any allocation of costs and benefits
among the Lehman units in connection with the settlement will be
subject to adjustment.

The September 23 order does not prejudice the right of the
Debtors or any concerned party to seek "a different allocation as
between the Debtors at a later point," including the right to
challenge any determination of ownership or valuation of the
Debtors' assets that are the subject of the settlement.

In connection with the settlement, LBHI was also given the go-
signal to enter into the capital maintenance agreement and the
new tax allocation agreement with Aurora Bank.  The company was
also authorized to extend the terms of an amended repurchase
agreement and financing facility for the duration of its
ownership of Aurora Bank and Aurora Loan.

The Official Committee of Unsecured Creditors extended its
support for approval of the settlement, saying LBHI would be able
to recover its investment in Aurora Bank as the deal through the
infusion of additional financing and the settlement of claims
between the bank and the Lehman units.

Douglas Lambert, managing director with Alvarez and Marsal and
Chief Executive Officer of Lamco LLC, also maintained that the
Settlement is in the best interest of the Debtors as the
Settlement will allow LBHI to begin to extract its equity
interest and investment in the bank.

Prior to the approval, a group of creditors expressed concern
over another arrangement made by LBHI, Lehman Commercial Paper
Inc. and Luxembourg Residential Properties Loan Finance S.a.r.l.
for the funding of the capital transfer.

Under the arrangement, LBHI agreed that LCPI and Luxembourg
Residential will not be responsible for funding the portion of
the capital transfer representing the fair value of their
collateral that was posted to support LBHI's obligations under
the MFA.  Instead, LBHI will each fund 90% of such amount as well
as fund the balance of the portion of the capital transfer.

The group, which calls itself the Ad Hoc Group of Lehman Brothers
Creditors, said that what is lacking in the arrangement is any
disclosure regarding the process by which and the person by whom
the fair value of the underlying loans will be determined on the
closing date.

The ad hoc group pointed out that any sale among the Lehman units
has to be at arms-length and at a price authorized by the Court
under Section 363 of the Bankruptcy Code since the assets
involved are worth millions of dollars.

                       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)


LEHMAN BROTHERS: Judge Peck Approves Woodlands Bank Settlement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement deal between Lehman Brothers Holdings Inc.
and Woodlands Commercial Bank.

In an order dated September 23, 2010, the Court authorized the
transfer of $75 million in cash to Woodlands, and the
cancellation by LBHI of its participation rights to the first
$200 million recovered from Woodlands' customer claim against
Lehman Brothers Inc.

Woodlands filed the customer claim for the undelivered municipal
bond securities, which it purchased through LBI.  The buy-out and
LBI's alleged failure to segregate the securities, which were
taken by its clearing bank JPMorgan purchase, reportedly caused
the decline in Woodlands' capital level.

The September 23 order also authorized LBHI to execute a capital
maintenance agreement and a new tax allocation agreement with
Woodlands in connection with the settlement deal.

Any claim, right or obligation that LBHI and its affiliated
debtors may have against each other in connection with the
settlement are "fully preserved" and will not be prejudiced by
the issuance of the order.  Any allocation of costs and benefits
among the Lehman units in connection with the settlement will be
subject to adjustment, according to the September 23 order.

The court order does not prejudice the right of the Debtors or
any concerned party to seek "a different allocation as between
the Debtors at a later point," including the right to challenge
any determination of ownership or valuation of the Debtors'
assets that are the subject of the settlement.

The Official Committee of Unsecured Creditors has expressed
support for the approval of the settlement, saying LBHI would be
able to recover its investment as the deal allows the company to
inject additional financing to maintain Woodland's capital level
and settles all claims between the bank and the Lehman units.

Douglas Lambert, managing director with Alvarez and Marsal and
Chief Executive Officer of Lamco LLC, maintained in a declaration
that the settlement is in the best interest of the Debtors and
should be approved.  He stated that although every aspect of the
Settlements may not be the best possible result for LBHI, when
viewed in their entirety and under the circumstances, including
giving effect to the potential consequences to LBHI's estate if
the Settlements are not approved, the Settlements are fair and
reasonable.

Prior to the approval, the Ad Hoc Group of Lehman Brothers
Creditors raised concern over the decision of some Lehman units
to allocate the costs of the settlement among themselves without
the Court's supervision or authorization.  The group pointed out
that the shifting of hundreds of millions of dollars of assets
and liabilities among the Debtors should be subjected to more
scrutiny.

                       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)


LEHMAN BROTHERS: Proposes Settlement With Societe Generale
----------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks court approval of a
settlement with Societe Generale New York and Lehman Brothers
Holdings Inc. to recover as much as $445 million.

The settlement deal was hammered out in connection with the
credit default swap agreements with Libra CDO Limited and MKP
Vela CBO Ltd., special purpose entities that invested in
mortgage-backed securities.

If LBSF won court approval of the deal, it would receive as much
as $445 million, which consists of an immediate payment of
$370 million and $75 million guaranteed by Societe Generale.  LBSF
would also have the right to pursue the remaining assets in Libra
and MKP Vela against the other parties to the swap agreements,
allowing the company to recover an additional $72 million.

LBSF could also ask the indenture trustee of Libra CDO to return
about $128 million, which the company posted as collateral before
Libra CDO's bankruptcy filing.  Meanwhile, LBHI's guarantee of
LBSF's obligations under the swap agreements would be
extinguished.

The settlement is formalized in a 48-page agreement, a full-text
copy of which is available without charge at:

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

LBSF executed the swap agreements to purchase credit protection,
which is similar to insurance, from Libra CDO and MKP Vela.  The
company agreed to make premium payments to Libra CDO and MKP Vela
in exchange for their payment if losses are incurred on mortgage-
related securities.

At the same time that the swap agreements were executed, Libra
CDO and MKP Vela entered into derivative transactions with
Societe Generale.  The transactions require Societe General to
advance funds to Libra CDO and MKP Vela so that they could pay
LBSF under the swap agreements in case they do not have available
funds.

As part of the settlement, LBSF also seeks the Court's approval
to assume, assign and sell its rights and interests in the swap
agreements to Societe Generale upon satisfaction of certain
conditions.  One of the conditions includes the issuance by the
Court of an order invalidating the early termination of the swap
agreements.

The swap agreements were terminated by the indenture trustee
after LBSF filed for bankruptcy protection in September 2008,
prompting the company and LBHI to file a lawsuit against the
trustee, Libra CDO and Societe Generale to invalidate the early
termination of their agreement.

The Lehman units have not yet filed a complaint challenging the
validity of the termination of their swap agreement with MKP Vela
but they anticipate filing such a complaint as contemplated by
the settlement deal, according to court papers.

The Court will consider approval of the proposed settlement at
the hearing scheduled for October 20, 2010.  Deadline for filing
objections is October 13, 2010.

                       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)


LEHMAN BROTHERS: To File New Restructuring Plan by 4th Quarter
--------------------------------------------------------------
Lehman Brothers Holdings Inc. said it is optimistic that its
Chapter 11 restructuring plan will be confirmed by the U.S.
Bankruptcy Court for the Southern District of New York by the end
of the first quarter in 2011.

In a regulatory filing with the U.S. Securities and Exchange
Commission, LBHI said the "size, complexity and diverse
interests" made the original timing target for confirmation of
the restructuring plan unachievable.

The company also said in the securities filing that a revised
plan and disclosure statement are likely to be filed by the
fourth quarter of this year.

LBHI and its affiliated debtors filed their restructuring plan
with the U.S. Bankruptcy Court for the Southern District of New
York on March 15, 2010.

Under the proposed plan, general unsecured creditors of LBHI
would likely recover 10.4 cents to 14.7 cents on the dollar for
their claims while unsecured creditors of the company's
commercial paper unit would likely recover between 29 cents and
44 cents on the dollar.  Unsecured creditors of LBHI's special
finance unit, meanwhile, would likely recover between 22 cents
and 24 cents on the dollar.

At the September 22 hearing, Chief Executive Bryan Marsal told
Judge James Peck that the biggest obstacle to getting a plan
approved has been dealing with foreign affiliates that are in
their own insolvency proceedings, Bloomberg News reported.

"I think our patience is paying off," Bloomberg News quoted
Mr. Marsal as telling the bankruptcy judge who oversees LBHI's
bankruptcy case.

LBHI said in the securities filing that it has made progress in
narrowing the amount of claims filed against the company and its
affiliated debtors from nearly $1.2 trillion to $464 billion.

The company also disclosed that "clearly erroneous errors" and
duplicate claims have been disallowed and a more realistic range
of unsecured claims is estimated at $250 to $350 billion.

A full-text copy of the September 22 securities filing is
available for free at http://ResearchArchives.com/t/s?6ba4

                       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)


LIFECARE HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the speculative grade liquidity
rating of LifeCare Holdings, Inc., to SGL-4 from SGL-3.
Concurrently, LifeCare's corporate family and probability of
default ratings were affirmed at Caa1.  The first lien facilities'
ratings were affirmed at B2 and the rating on the subordinated
notes was affirmed at Caa3.  The outlook remains negative.

The downgrade of the SGL rating to SGL-4 (indicating weak
liquidity position) from SGL-3 is prompted by the projected
narrowing of the headroom under financial covenants and increased
refinancing risk over the next twelve months.  While the company's
free cash flow generation is expected to be positive and cash
balance (excluding the revolver draws) adequate, the SGL-4 rating
takes into consideration the upcoming revolver maturity in August
2011 and the expected narrowing of the headroom under the
company's financial covenants in the first quarter of 2011.  The
company's net debt leverage covenant is currently set at 7 times
but will step-down to 6 times in 1Q11.  With the current debt
balances and EBITDA, the company would violate the 6 times
covenant level.  Moody's note that the covenant is net of cash
above $5 million.  LifeCare's $60 million revolving credit
facility is due in August 2011; the company had $35 million of
borrowings and $2.3 million of letters of credit outstanding under
the revolver at the end of the second quarter 2010.

The Caa1 corporate family rating continues to consider the
company's high debt leverage on a gross debt basis of close to 8
times and weak interest coverage of slightly above 1 times at the
end of June 2010.  The negative outlook reflects increased
refinancing risk and Moody's concerns about the company's ability
to support its current capital structure over the longer-term as
well as narrow headroom under the financial covenants over the
next 12-18 months.

The ratings would likely be downgraded if the company is
unsuccessful in its refinancing progress in the near term.

Moody's does not foresee upgrading the company's ratings in the
near term given the refinancing risk, reimbursement pressures, and
weak credit metrics.

These rating actions were taken:

  -- Corporate family rating, affirmed at Caa1;

  -- Probability of default rating, affirmed at Caa1;

  -- $255 million ($243 million outstanding) first lien term loan,
     due August 11, 2012, affirmed at B2; LGD assessment changed
     to LGD3, 31% from LGD3, 30%;

  -- $60 million first lien revolving credit facility, due August
     11, 2011, affirmed at B2; LGD assessment changed to LGD3, 31%
     from LGD3, 30%;

  -- $150 million ($119 million outstanding) 9 % subordinated
     notes, due August 15, 2013, affirmed at Caa3; LGD assessment
     changed to LGD6, 90% from LGD5, 89%;

  -- Speculative grade liquidity rating, downgraded to SGL-4 from
     SGL-3.

The last rating action on LifeCare was on April 24, 2009, when the
limited default designation on the probability of default rating
was removed and subordinated notes were upgraded to Caa3.

Headquartered in Plano, Texas, LifeCare operates 19 long-term
acute care hospitals in nine states.  The company's facilities
include eight "hospital within a hospital" facilities and eleven
free-standing facilities.  In addition, the company holds a 50%
investment in a joint venture for a long-term care hospital.
LifeCare reported revenues of $359 million for the twelve months
ended June 30, 2010.


LOCAL INSIGHT: Elects Two to Board of Directors
-----------------------------------------------
Local Insight Regatta Holdings Inc. said on Sept. 20, 2010,
pursuant to the Bylaws of the Company that (i) the size of the
Board of Directors of the Company was increased from five to seven
members and (ii) Allan R. Spies and Frederic F. Brace were elected
to serve as members of the Board.

Mr. Brace will receive a monthly cash retainer of $16,667 for his
service on the Board. On the earlier to occur of: (i) April 1,
2011 and (ii) the completion of any restructuring of the Company's
capital structure, Mr. Brace's compensation arrangement will be
reviewed.

Mr. Spies has served as a director and a member of the Audit
Committee of Local Insight Media Holdings, Inc., the indirect
parent of the Company, since September 2008.  Mr. Spies will
receive a monthly cash retainer of $13,333 for his service on the
Board and the LIMH Board of Directors. In addition, Mr. Spies will
receive a monthly cash retainer of $6,667 for his service on the
LIMH Audit Committee.  On the earlier to occur of: (i) April 1,
2011 and (ii) the completion of any restructuring of the capital
structure of LIMH or any of its subsidiaries, Mr. Spies'
compensation arrangement will be reviewed.

In September 2008, Mr. Spies was granted options under the LIMH
2008 Stock Option Plan.  Pursuant to the Option Plan, eligible
employees and directors of and consultants to LIMH and its direct
and indirect subsidiaries may be granted options to purchase
shares of common stock of LIMH.  The LIMH Compensation Committee
is responsible for administering the Option Plan and has authority
to approve the terms of all grants of equity compensation under
the Option Plan.

                    About Local Insight Regatta

Headquartered in Englewood, Colorado, Local Insight Regatta
Holdings, Inc. is a leading provider of local search advertising
products and services, targeting small and medium-sized
businesses, with a range of lead-generating solutions that enable
consumers to find products and services they need.  The company's
integrated suite of local advertising solutions includes print
Yellow Pages as well as a range of digital advertising products
and services designed to establish, maintain and optimize an
advertiser's online presence.  For the 12 months ended June 30,
2010, the company reported revenues of approximately $554 million.
The company is an indirect, wholly-owned subsidiary of Local
Insight Media Holdings, Inc. whose primary owner is Welsh, Carson,
Anderson & Stowe.

                           *     *     *

According to the Troubled Company Reporter on Aug. 25, 2010,
Standard & Poor's Ratings Services lowered its ratings on
Englewood, Colo.-based Local Insight Regatta Holdings Inc. to
'CCC-' from 'CCC+'.  The rating outlook is negative.

Moody's Investors Service downgraded Local Insight Regatta
Holdings, Inc.'s Corporate Family Rating and its Probability of
Default Rating, each to Ca from Caa1, and associated instrument
ratings detailed below.  The multi-notch downgrades reflect
Moody's view that the company is likely to violate financial
covenants for the September 30, 2010 reporting period and will
need to restructure its balance sheet in the near term.  Moody's
estimate recovery prospects to be average for a Ca rating with
subordinated debt taking most of the loss.  As announced on
September 8, 2010, management engaged a financial advisor to
evaluate the capital structure of its parent holding company,
Local Insight Media Holdings, Inc.  These downgrades complete
Moody's review initiated on September 9, 2010.


MAGNA ENTERTAINMENT: Del. Court. Rules on Simulcast Site Suit
-------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware approved in part and denied in part Magna
Entertainment Corp.'s motion to dismiss an adversary proceeding
filed by Redrock Administrative Services LLC, Racing and Gaming
Services, LTD., Amwest Entertainment, LLC, Bettor Racing, Inc.,
d/b/a Royal River Racing, and the Elite Turf Club, N.V. -- the
Simulcast Sites.

The adversary proceeding seeks to recover $7,307,298 allegedly
owed to the Simulcast Sites on account of Pari-mutuel funds or
money room settlements that were not paid on races conducted prior
to Magna Entertainment's filing for bankruptcy.

The Court held that to the extent that the Simulcast Sites seek
payment of fees and commissions due them under their contracts
with the Debtors, they are merely creditors and have failed to
state a claim for imposition of a trust, conversion, or bailment.
However, to the extent the Simulcast Sites contend that they have
paid the winning bettors who placed wagers at their locations, the
Court concluded that the Simulcast Sites may be subrogated to the
rights of the winning bettors and have stated a claim for
imposition of a trust and bailment in the Pari-mutuel Funds.

The adversary case is Redrock Administrative Services LLC, Racing
and Gaming Services, Ltd., Amwest Entertainment, LLC, Bettor
Racing, Inc. d/b/a Royal River Racing, and The Elite Turf Club,
N.V., v. Magna Entertainment Corp., Pacific Racing Association,
Inc., Mec Land Holdings (California), Inc., Gulfstream Park Racing
Assoc., Inc., Los Angeles Turf Club, Inc., and The Santa Anita
Companies, Inc., Adv. Proc. No. 09-51155 (Bankr. D. Del.).  A copy
of the opinion dated September 20, 2010, is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100920355

                   About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MAJESTIC STAR: Creditors Motion to Terminate Exclusivity Baseless
-----------------------------------------------------------------
The Majestic Star Casino, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to deny the Official Committee
of Unsecured Creditors' request to terminate their exclusivity
periods.

As reported in the Troubled Company Reporter on September 27,
2010, the Committee asked for the termination of the Debtors'
exclusivity periods because it intends to file under seal the
Committee Plan, which will be premised upon the prosecution of the
claims and defenses inappropriately compromised in the Plan
Settlements.

The Debtors explained that:

   -- the Committee has not established requisite cause;

   -- creditor objections to proposed plan treatment do not
      justify denying or terminating exclusivity;

   -- denying an extension or terminating the exclusive periods
      and soliciting dual plans would significantly prejudice the
      Debtors; and

   -- the Committee's confirmation objections are premature,
      inaccurate, and are not grounds to deny or terminative
      exclusivity.

The Debtors relate that the Disclosure Statement and Plan have the
preliminary support of all of the key creditors.

                       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.

The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company
estimated up to $500 million in assets and up to $1 billion in
debts.


MATTERHORN NURSEY: Sale Collapse Prompted Ch. 11 Filing
-------------------------------------------------------
Bill Cary at LoHud.com reports that Matterhorn Nursery is in
Chapter 11 protection after the Town of Ramapo pulled out of a
deal to purchase 15 acres of unused land.  The Company's owners
wanted to use the sale proceeds to provide cash flow as they made
long-planned renovations to the nursery.  The owners said the
collapse of the deal with Ramapo came as a shock because it had
been in the works for more than two years.  Matterhorn Nursery
operates a 38-acre New Hempstead nursery in Spring Valley, New
York.

Matterhorn Nursery, Inc., filed for Chapter 11 protection on Sept.
10, 2010 (Bankr. S.D.N.Y. Case No. 10-23887).  Dana Patricia
Brescia, Esq., at Alter, Goldman & Brescia, LLP, in New York,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $1 million to $10 million.


MERUELO MADDUX: Equity Holders Submit Revised Reorganization Plan
-----------------------------------------------------------------
Bankruptcy Law360 reports that two equity holders of Meruelo
Maddux Properties Inc. have submitted a revised reorganization
plan that will compete for creditors' votes with two other plans
already on the table in the bankrupt real estate company's
contentious Chapter 11 proceedings.  Charlestown Capital Advisors
LLC and Hartland Asset Management Corp. filed the reorganization
plan on Friday in the U.S. Bankruptcy Court for the Central
District of California, Law360 says.

Three parties have filed competing plans for Meruelo Maddux:

  (1) The Company.

       -- The plan provides for the payment in full of all claims
          over time with interest.  The secured claims will be
          paid interest only over the term of the Plan and the
          principal balance will be paid either through the sale
          of the property securing the claim or the refinance of
          the secured debt.  PI shareholders will retain their
          shares in MMPI.  General unsecured creditors will be
          paid within 30 days after the effective date with
          interest from the Petition Date at 5% per annum.
          Holders of unsecured claims will be paid in the full
          amount of their claims over 5 years from the effective
          date.

          See http://bankrupt.com/misc/MMP_MgtPlan_091510.pdf

  (2) Lenders Legendary Investors Group No. 1 LLC and East West
      Bank.

       -- The plan's foundation is an $80 million
          recapitalization via a $5 million cash infusion by
          Legendary, conversion of about $65 million of debt to
          equity and a $10 million rights offering to holders of
          Meruelo Maddux existing common stock.  East West will
          receive 70% to 80% of the stock of the reorganized
          company.  Holders of unsecured claims will receive a
          cash payment equal to 100% of the amount of their
          allowed claims on the effective date, plus simple
          interest at 5% per annum for the period from the
          petition date through the date each allowed claim is
          paid.  Interest will be at the Federal Judgment Rate if
          the creditors vote to reject the plan.  Holders of the
          existing stock will receive 20% of the stock in the
          reorganized company.

          See http://bankrupt.com/misc/MMP_LendersPlan_091010.pdf

  (3) Existing shareholders Charlestown Capital Advisors LLC and
      Hartland Asset Management Corp.

       -- Under the plan, MMPI will receive a $31 million cash
          investment from Charleston and Hartland-led investors
          and from a rights offering made available to existing
          MMPI shareholders.  Non-insider general unsecured
          creditors will be paid in full with interest as soon as
          the plan becomes effective.  Holders of secured claims
          will receive monthly interest payments at 5.25% for four
          years with full payment on the principal balance four
          years after the effective date.  Reorganized MMPI will
          issue to existing holders of MMPI interests, if they
          elect to receive stock instead of cash, will receive
          up to 26% of the total stock of the reorganized company.
          Stockholders can also purchase up to 19% of the stock in
          an $8 million rights offering.

The Creditors Committee is recommending that creditors turn down
the management plan.  The Committee supports the lenders' plan.
The Committee noted that the lenders' plan will pay creditors in
full with interest shortly after plan confirmation while the
company plan would pay creditors in full over five years.

The Company has said that East West is taking a predatory action
by converting real estate debt into a controlling interest in a
company.  East West also appears to be proposing it use TARP money
obtained by the federal government as a part of its effort to
complete its hostile takeover of Meruelo Maddux.

Charleston and Hartland are represented by:

      Christopher E. Prince, Esq.
      Matthew A. Lesnick, Esq.
      Andrew R. Cahill, Esq.
      LESNICK PRINCE LLP
      185 Pier Avenue, Suite 103
      Santa Monica, CA 90405
      Tel: (213) 291-8984
      Fax: (310) 396-0963
      E-mail: cprince@lesnickprince.com
              matt@lesnickprince.com
              acahill@lesnickprince.com

Legendary Investors is represented by:

      Jeremy V. Richards, Esq.
      Jeffrey W. Dulberg, Esq.
      PACHULSKI STANG ZIEHL & JONES LLP
      10100 Santa Monica Blvd., 11th Floor
      Los Angeles, CA 90067-4100
      Tel: (310) 277-6910
      Fax: (310) 201-0760
      E-mail: jrichards@pszjlaw.com
              jdulberg@pszjlaw.com

           - and -

      Surjit P. Soni, Esq.
      THE SONI LAW FIRM
      35 N. Lake Ave., Suite 720
      Pasadena, CA 91101
      Tel: (626) 683-7600
      Fax: (626) 683-1199
      E-mail: surj@sonilaw.com

East West Bank is represented by:

      Curtis C. Jung, Esq.
      Monica H. Lin, Esq.
      JUNG & YUEN, LLP
      888 South Figueroa Street, Suite 720
      Los Angeles, CA 90017
      Tel: (213) 689-8880
      Fax: (213) 689-8887
      E-mail: curtis@jyllp.com

           - and -

      Elmer Dean Martin III, Esq.
      22632 Golden Springs Dr., Suite 190
      Diamond Bar, CA 91765
      Tel: (909) 861-6700
      Fax: (909) 860-3801
      E-mail: elmer@bankruptcytax.net

The Creditors Committee is represented by;

      Victor A. Sahn, Esq.
      Dean G. Rallis Jr., Esq.
      Asa S. Hami, Esq.
      Tamar Kouyoumjian, Esq.
      SULMEYERKUPETZ
      333 South Hope Street, 35th Floor
      Los Angeles, CA 90071-1406
      Tel: (213) 626-2311
      Fax: (213) 629-4520
      E-mail: vsahn@sulmeyerlaw.com
              drallis@sulmeyerlaw.com
              ahami@sulmeyerlaw.com
              tkouyoumjian@sulmeyerlaw.com

                        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.


MOUNT VERNON: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Mount Vernon Money Center Corp., a debtor-affiliate of Mount
Vernon Monetary Management, filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $173,798
  B. Personal Property           $26,830,876
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        -
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,516
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $81,749,422
                                 -----------      -----------
        TOTAL                     $27,004,674      $81,755,938

The lead Debtor and two other debtor-affiliates also filed their
respective schedules:

Mount Vernon Monetary Management Corp. disclosed $2,394,555 in
assets and $162,139 in liabilities.

GT Public Services, Inc., disclosed "-" assets and "-"
liabilities.

MKey, LLC, disclosed "-" assets and "-" liabilities.

                         About Mount Vernon

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.


MOUNT VERNON: U.S. Trustee Forms 6-Member Creditors Committee
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed six
members to the official committee of unsecured creditors in
the Chapter 11 cases of Mount Vernon Money Center Corp., et al.

The Creditors Committee members are:

1. Bank of America, N.A.
   Attn: Lora C. Pepi, Esq.
   MA1-225-0201
   225 Franklin Street
   Boston, MA 02110
   Tel: (671) 346-0588

2. U.S. Bank National Association
   Attn: Laura L. Jones
   2751 Shepard Road
   Mail Stop: EP-MN-BB1P
   St. Paul, MN 55116
   Tel: (651) 205-3433

3. Webster Bank National Association
   Attn: Erin Dorman
   Webster Plaza
   145 Bank Street/ME 105
   Waterbury, CT 06702
   Tel: (203) 294-8321

4. New York Community Bancorp., Inc.
   Attn: Kathy Kowler, Esq.
   One Jericho Plaza, 2nd Floor, Wing B
   Jericho, NY 11753
   Tel: (516) 942-6944

5. Actors Federal Credit Union
   Attn: Jeff Rodman
   165 W. 46th Street, 14th Floor
   New York, NY 10036
   Tel: (212) 869-8926 extn. 317

6. NorthEast Alliance Federal Credit Union
   Attn: Donald H. Briggs
   35 Bardonia Road
   Bardonia, NY 10954
   Tel: (845) 735-6659

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

                         About Mount Vernon

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.


NALCO CO: S&P Assigns 'BB+' Rating on $750 Mil. Senior Loans
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior secured debt rating and a recovery rating of '1' to Nalco
Co.'s proposed $750 million senior secured term loans.  They
include a $650 million new term loan B-1 maturing in 2017 and a
$100 million new term loan C-1 maturing in May 2016 (concurrent
with existing term loan C maturity).  The ratings indicate S&P's
expectation of very high (90% to 100%) recovery in the event of a
payment default.  Proceeds from the proposed term loans along with
cash on hand will be used to refinance the existing term loan B
due 2010 and term loan B due 2016.

All other ratings on Nalco, including the 'BB-' corporate credit
rating, are unchanged.  The outlook is positive.  Standard &
Poor's has updated its recovery analysis on Nalco.

The rating on Naperville, Ill.-based Nalco, a subsidiary of Nalco
Holding Co., reflects a strong business risk profile and an
aggressive financial risk profile.  The company's business profile
benefits from Nalco's strong competitive position in water
treatment and process chemicals and its respectable operating
margins.  In addition, it has demonstrated its ability to generate
meaningful discretionary cash flows, which it has used in a
balanced fashion to support growth, shareholder distributions, and
debt reduction.

                           Ratings List

                             Nalco Co.

  Corporate credit rating                        BB-/Positive/--

                           New Rating

                            Nalco Co.

       $650 million new term loan B-1 due 2017        BB+
        Recovery rating                               1
       $100 million new term loan C-1 due May 2016    BB+
        Recovery rating                               1


NAT'L UNION OF HEALTHCARE: Members to Vote to Keep Union Contract
-----------------------------------------------------------------
Another group of Service Employees International Union-United
Healthcare Workers West (SEIU-UHW) members are preparing to vote
to keep their union and contract intact as the National Labor
Relations Board (NLRB) sets a mail ballot election to begin
October 18.

The National Union of Healthcare Workers (NUHW), a union started
last year, triggered the election by filing a petition with the
NLRB to decertify the union for almost 2,000 optical
professionals, psychologists, social workers and other
professional members of SEIU-UHW in Northern California.

The election will give Kaiser professionals in Northern California
the option of remaining in SEIU-UHW, with their guaranteed
contract protections, no union whatsoever, or moving into NUHW.
Leaving SEIU-UHW would mean workers lose their guaranteed raises,
benefits, bonuses, and job security protections--and have to re-
bargain a contract in the midst of the economic crisis.

"We worked too hard for our contract gains to allow NUHW, or
anyone else, to purposely destroy our union and knowingly
invalidate our contract," said Paul Martinez, Customer Service,
Kaiser Richmond Optical Lab.  "We won't sit by and let that
happen. Just like other Kaiser workers, we're getting out there to
protect our contract and getting ready to vote to stay with SEIU-
UHW."

43,000 other Kaiser employees at facilities statewide are already
in the process of voting in a mail ballot election that began
September 13.  Ballots in that election are due back to the NLRB
offices in Oakland on October 4 and will be counted beginning
October 6.

"With SEIU-UHW we have bargained annual raises, secure healthcare
benefits, are part of the Coalition of Unions at Kaiser, and are
supported by our union.  With NUHW, we get empty promises. There
is no contest.  I am ready to cast my ballot for SEIU-UHW," said
Alex Ivanovsky, LCSW, Kaiser Roseville Hospice.

NUHW is led by former SEIU leaders who were removed from office in
January 2009 for misusing members' dues money.  NUHW leaders were
found liable by a federal jury and ordered to repay SEIU-UHW
members $1.57 million in damages.  NUHW recently filed a motion to
indefinitely delay payment, claiming they do not have the
resources and would face bankruptcy if they are forced to comply
with the award--but their motion was denied.


NEC HOLDINGS: Wants Plan Exclusivity Until January 6
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported that National Envelope Corp., which completed the sale of
its business to The Gores Group, LLC, early this month, is seeking
a January 6 extension of the exclusive right to propose a Chapter
11 plan.  A hearing is scheduled on October 6.

The Debtor obtained approval to sell the business to affiliates of
Gores Group for $208 million, including $149.9 million in cash.

                       About NEC Holdings

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and two
distribution centers and approximately 3,500 employees in the U.S.
and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings estimated assets and debts of $100 million to
$500 million in its Chapter 11 petition.


NEDAK ETHANOL: Posts $3.2 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
NEDAK Ethanol, LLC, filed its quarterly report on Form 10-Q,
reporting a net loss of $3.2 million on $21.4 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $4.4 million on $12.0 million of revenue for the same period
last year.

As of June 30, 2010, the Company was in default of its Credit
Agreement and its Tax Increment Financing.  For this reason, the
Company has reclassified amounts owing under these loans as
current liabilities.  Because of these events and market
conditions, there is an increased level of uncertainty with
respect to the Company's ability to obtain sufficient cash flows
from operations or debt or equity financing sufficient to cover
the liquidity needed for ongoing operations.

The reclassification of long term debt to current liabilities
resulted in negative working capital of $45.6 million as of
June 30, 2010.

The Company's balance sheet as of June 30, 2010, showed
$89.7 million in assets, $55.6 million in total liabilities, and
members' equity of $34.1 million.

As reported in the Troubled Company Reporter on April 14, 2010,
McGladrey & Pullen, LLP, in Sioux Falls, South Dakota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that there is uncertainty as to the Company's
ability to secure additional funds needed to fund ongoing
operations.

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

               http://researcharchives.com/t/s?6bb6

                       About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.


NEPHROS INC: Posts $365,000 Net Loss in June 30 Quarter
-------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $365,000 on $809,000 of revenue for the three months
ended June 30, 2010, compared with a net loss of $413,000 on
$527,000 of revenue for the same period of 2009.

The Company says it needs to raise operating funds through either
the licensing or sale of its technologies or public or private
offerings of its securities.  Unless capital is raised, the
Company expects its funds will be depleted in the fourth quarter
of 2010, and it might not be able to continue its operations.

The Company's balance sheet as of June 30, 2010, showed
$1.94 million in total assets, $867,000 in total liabilities, and
stockholders' equity of $1.07 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Rothstein, Kass & Company, P.C. 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 incurred negative cash flow from operations and net
losses since inception.

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

               http://researcharchives.com/t/s?6bb5

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH.OB -
News) -- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NEW LEAF: Completes $1.65 Million Bridge Notes & Warrants Offering
------------------------------------------------------------------
New Leaf Brands Inc. completed on Sept. 21 & 22, 2010, a unit
offering of $1,652,273 of its bridge notes and warrants to
accredited investors.  The bridge notes were sold at an Original
Issue Discount of 12%, and have a 90 day maturity.  Each Unit sold
consisted of $1,000 principal amount of 12% Notes and warrants to
purchase 1,200 shares of common stock at $0.25 per share.  The
company sold 1,982,727 warrants to the accredited investors in
conjunction with this offering.

A full-text copy of the Promissory Note is available for free
at http://ResearchArchives.com/t/s?6bbc

A full-text copy of the Common Stock Purchase Warrant is available
for free at http://ResearchArchives.com/t/s?6bbd

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

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010, Mayer
Hoffman McCann P.C., in Phoenix, Ariz., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has a working capital
deficiency, was not in compliance with certain financial covenants
related to debt agreements, and has a significant amount of debt
maturing in 2010.


NIGHTHAWK RADIOLOGY: Moody's Retains 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service said that it expects repayment in full
of the rated debt of NightHawk Radiology Holdings Inc. per the
change of control provision in the company's credit agreement,
assuming the completion of the definitive purchase agreement
announced by Virtual Radiologic on September 27, 2010, to acquire
NightHawk.  Existing ratings of NightHawk, including the B2
corporate family rating and negative outlook are unaffected by the
announcement.  When the rated debt has been paid in full, Moody's
will withdraw all of the ratings of NightHawk Radiology Holdings
Inc.

The last ratings action was on March 11, 2010, when Moody's
lowered NightHawk's corporate family rating to B2.

NightHawk Radiology Holdings Inc. is a provider of professional
and business solutions to radiology groups and hospitals in the
United States.  For the trailing twelve months ended June 30,
2010, the company reported revenues of approximately $157 million.


NOBLEPEAK VISION: Assigns All Its Assets to Joseph F. Finn
----------------------------------------------------------
Joseph F. Finn, Jr., C.P.A. disclosed that assets of NoblePeak
Vision Corp. of Wakefield, Massachusetts have been assigned to him
for the benefit of NoblePeak's creditors.

NoblePeak holds numerous patents in germanium (Ge) on silicon
processing.  Its TriWave technology is the world's first
Germanium-enhanced, CMOS image sensor technology, which delivers
sensitivity and resolution across the visible, near infrared (NIR)
and short wave infrared (SWIR) spectrum.

The intellectual property, fixed assets and inventory will be sold
by a sealed bid sale at 12:00 noon on November 5, 2010.
Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office:

   jffinnjr@finnwarnkegayton.com
   781-237-8840.

They will then receive a bid package.

                    About Joseph F. Finn, Jr.

Joseph F. Finn, Jr., C.P.A. is the owner of the firm Finn, Warnke
& Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts.  He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation.  He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years.  His most recent Assignments for the Benefit of Creditors
in the biotech field include Spherics, Inc., ActivBiotics, Inc.,
Prospect Therapeutics, Inc. and Epix Pharmaceuticals, Inc


NUTRACEA: To Seek Confirmation of Full Payment Plan on Oct. 19
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported that NutraCea has a confirmation hearing scheduled for
Oct. 19 to approve the reorganization plan designed to pay
unsecured creditors in full with interest.  Distributions to
unsecured creditors will be about $6.2 million.

NutraCea, Mr. Rochelle relates, recently sold a non-core facility
in Phoenix for $4.5 million to pay off remaining secured debt.

                          About NutraCea

Phoenix, Arizona-based NutraCea is a world leader in production
and utilization of stabilized rice bran.  NutraCea holds many
patents for stabilized rice bran production technology and
proprietary products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.

Nutracea filed for Chapter 11 bankruptcy protection November 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  S. Cary Forrester,
Esq., at Forrester & Worth, PLLC, assists the Company in its
restructuring effort.  The Company estimated assets of $50 million
to $100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


OCEAN CASINO: SunCruz Settles Gambling-Cruise Workers' WARN Suit
----------------------------------------------------------------
Bankruptcy Law360 reports that Fortress Investment Group's SunCruz
Casinos has agreed to pay more than $600,000 to settle claims with
a class of employees who accused the company of failing to give
proper notice that it would conduct a mass layoff prior to filing
for bankruptcy in December 2009.

Magistrate Judge David Baker of the U.S. District Court for the
Middle District of Florida on Monday signed off on the preliminary
agreement resolving the suit.

Ocean Casino Cruises Inc., which is the parent company of SunCruz
Casinos, filed for Chapter 7 bankruptcy Dec. 28, 2009, in the
Southern District of Florida.  The bankruptcy filing says the
Company's assets are worth $1 million to $10 million, but it owes
$50 million to $100 million.


OMC INC: Plans to Restructure Debt to Union
-------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported that OMC Inc. filed for Chapter 11 protection after
running up debt to the Sheet Metal Workers Union.  The Bronx, New
York-based company resorted to Chapter 11 when negotiations with
the union on a stretch-out didn't bear fruit.  OMC intends to use
Chapter 11 to "restructure its outstanding liabilities to the
union."

OMC Inc. is a subcontractor that makes and installs sheet metal
ductwork for heating and cooling systems.  The Debtor estimated
assets of $1 million to $10 million, and debts of $10 million to
$50 million.

Company President Michael Checchi, according to Bloomberg, said in
a court filing that revenue declined to $13 million in 2009 from
$25 million in 2007.  Depressed cash flow resulted in a $4 million
liability to the union and a $1 million debt to the union pension
fund.

OMC, Inc., filed for Chapter 11 protection on Sept. 15, 2010
(Bankr. S.D.N.Y. Case No. 10-14864).  Jonathan S. Pasternak, Esq.,
at Rattet, Pasternak & Gordon Oliver, LLP, in New York, serves as
counsel.


OTC HOLDINGS: Plan Contemplates Consolidation and Assets Transfer
-----------------------------------------------------------------
OTC Holdings Corporation, et al., submitted to 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 provides for the
substantive consolidation of the estates of certain Debtors.  On
the effective date, Fun Express, Inc. and Oriental Trading
Marketing, Inc. will deemed merged into OTC.

In addition, on the effective date, Holdings will be deemed, but
solely for administration of the Chapter 11 cases, merged into OTC
Investors Corporation.

Under the Plan, these entities will be formed: (i) a Delaware
corporation (New OTC) that will own, directly or indirectly
through one or more subsidiaries, substantially all of the assets
of the Debtors as of the effective date upon the consummation of
the asset transfer contemplated by the Plan; (ii) a Delaware
corporation that will own all of the shares of common stock of New
OTC upon the consummation of the asset transfer (New Midco); and
(iii) a Delaware corporation that will own all of the shares of
New Midco upon the consummation of the asset transfer (New
Holdco).

After the asset transfer, New OTC will be renamed as Oriental
Trading Company, Inc.

The Debtors, in consultation with the first lien steering
committee will obtain the new term loans from new term third party
lenders.  In the event that the new term loans cannot be obtained
on term reasonably acceptable to the Debtors and the first lien
steering committee, then the new term loans will be issued to the
first lien lenders.

                 Treatment of Claims and Interests

     Classification                 Estimated Percentage Recovery
     --------------                 -----------------------------
DIP Facility Claims                             100%

Class 2 Other Secured Claims                    100%

Class 3 First Lien Claims                       [__]%

Class 4 Second Lien Claims                      [__]%

Class 5 General Unsecured Claims    On the effective date, each
                                    holder will receive its pro
                                    rata share of cash in an
                                    amount sufficient to provide
                                    each holder with a percentage
                                    recovery equal to the
                                    percentage recovery received
                                    by each holder of a Class 4
                                    claim through the distribution
                                    of New Warants to each holder
                                    on account of its Class 4
                                    claim.
                                                [__]%

Intercompany claims                              0%

Class 7 First Lien Guarantee Claims             [__]%

Class 8 Second Lien Guarantee Claims            [__]%

Class 9 Holdings/Investors General  On the effective date, each
        Unsecured Claims            holder will receive its pro
                                    rata share of the Holdings
                                    cash.
                                                [__]%

Class 10 Equity Interests                        0%

A full-text copy of the Plan and the Disclosure Statement is
available for free at:

           http://bankrupt.com/misc/OTCHoldings_Plan.pdf
           http://bankrupt.com/misc/OTCHoldings_DS.pdf

                        About OTC Holdings

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.


PACIFIC DEVELOPMENT: Committee Taps Parsons Behle as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Pacific Development, L.C., asks the U.S. Bankruptcy Court
for the District of Utah form permission to employ Parsons Behle &
Latimer as its counsel.

The firm will, among other things:

   -- represent the Committee in its investigation of, analysis of
      an consultations with the Debtor concerning the history,
      operation and liquidation of the Debtor's business and
      assets and the administration of the Debtor's case;

   -- represent the Committee and the interests of unsecured
      creditors in negotiations toward, and confirmation and
      consummation of, any reorganization plan; and

   -- represent the Committee and the interest of the unsecured
      creditors in all matters of the Court in the case.

The hourly rates of the firm's personnel are:

     J. Thomas Beckett, Esq.             $400
     David P. Billings, Esq.             $190

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

The firm can be reached at:

     J. Thomas Beckett, Esq.
     David P. Billings, Esq.
     PARSONS BEHLE & LATIMER
     One Utah Center
     201 South Main Street, Suite 1800
     P.O. Box 45898
     Salt Lake City, UT 84145-0898
     Tel: (801) 532-1234
     E-mail: tbeckett@parsonsbehle.com
             dbillings@parsonsbehle.com

                  About Pacific Development, L.C.

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection on March 10,
2010 (Bankr. D. Utah Case No. 10-22754).  Danny C. Kelly, Esq. at
Stoel Rives LLP represents the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


PACIFIC DEVELOPMENT: Wants 90-Day Extension of Plan Exclusivity
---------------------------------------------------------------
Pacific Development, L.C., asks the U.S. Bankruptcy Court for the
District of Utah for a 90 day extension on both of its exclusive
periods to file and solicit acceptances for the proposed plan of
reorganization.

The Debtor is represented by:

     Blake D. Miller, Esq.
     James W. Anderson, Esq.
     MILLER GUYMON, P.C.
     165 Regent Street
     Salt Lake City, Utah 84111
     Tel: (801) 363-5600
     Fax: (801) 363-5601
     E-mail: miller@millerguymon.com
             anderson@millerguymon.com

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection on March 10,
2010 (Bankr. D. Utah Case No. 10-22754).  Danny C. Kelly, Esq. at
Stoel Rives LLP represents the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


PACIFIC ETHANOL: Signs Definitive Agreements to Raise $53.5MM
-------------------------------------------------------------
Pacific Ethanol, Inc. disclosed that several transactions intended
to further improve the company's balance sheet and position the
company for continued growth in the ethanol industry.  On
September 27, 2010, PEI entered into agreements to issue senior
convertible notes (Notes) in the aggregate principal amount of
$35.0 million to institutional investors, which agreements are
expected to close on or prior to October 11, 2010.  In addition,
on September 27, 2010, PEI signed an agreement to sell its
minority ownership interest in Front Range Energy, LLC for $18.5
million in cash that is expected to close coincident with the
closing of the issuance of the Notes.  Total gross proceeds from
these two transactions are expected to be $53.5 million.  On
September 28, 2010, PEI entered into agreements to purchase for
$23.3 million a 20% ownership interest in New PE Holdco LLC (New
PEH), which is the owner of PEI's previously-owned four ethanol
production facilities.  As a result, PEI will hold the largest
equity ownership position in New PEH. Further, PEI intends to
retire $17.0 million in corporate debt, accrued interest and fees
owed to Lyles United LLC and Lyles Mechanical Co. (Lyles).  The
balance of the proceeds is expected to pay transaction fees and to
provide approximately $10.0 million of cash reserves to PEI's
balance sheet.

Neil Koehler, PEI's president and CEO, stated, "These transactions
represent a significant step forward for PEI as we complete our
restructuring and improve our balance sheet.  We are reinvesting
in the ownership of core assets at a time when plant valuations
offer considerable upside potential, as evidenced by the price we
received from the sale of our interest in Front Range.  We believe
these transactions best enable us to continue our mission and
leadership as the leading West Coast marketer and producer of low
carbon renewable fuels, and will drive our growth strategy.  We
are focused on an immediate plan to restart the Stockton,
California, plant to meet the growing demand for ethanol and
realize the high value of California produced ethanol.  With our
improved financial position, additional working capital, the
integration of marketing, asset management, and plant ownership,
together with efficient operations, we are well positioned for
profitable growth."

PEI has also filed a Current Report on Form 8-K today with the
Securities and Exchange Commission that provides further details
of the transactions described above and further summarized below.

                Senior Convertible Notes and Warrants

PEI has signed definitive agreements, conditioned on the
simultaneous closing of the other transactions described in this
press release and other customary closing conditions, to issue
Notes for cash in the aggregate principal amount of $35.0 million.
The Notes will have a term of 15 months, bear interest at the rate
of 8% per annum and will contain other terms that are consistent
with the terms approved by PEI's stockholders at its annual
meeting held on June 3, 2010.  In connection with the issuance of
the Notes, PEI will issue seven-year warrants to purchase an
aggregate of up to 20.6 million shares of its common stock. PEI
expects to close the offering of the Notes and warrants on or
prior to October 11, 2010, subject to the satisfaction of various
customary closing conditions.  PEI expects that the net proceeds
from the offering will be approximately $32.0 million, after
deducting estimated fees and expenses of the offering.  Lazard
Capital Markets LLC acted as the exclusive placement agent for
this transaction.

             Sale of Minority Ownership of Front Range

PEI signed a definitive agreement with the majority owner for the
sale of its 42% interest in Front Range Energy, LLC, a 48 million
gallon per year ethanol production facility located in Windsor,
Colorado, for $18.5 million in cash.  The sale is anticipated to
close on or prior to October 11, 2010, subject to customary
closing conditions.

                  Purchase of Ownership in Plants

As part of PEI's plan of reorganization following its emergence
from bankruptcy on June 29, 2010, the ownership of its wholly-
owned subsidiary, Pacific Ethanol Holding Co. LLC (PEH), together
with PEH's four wholly-owned ethanol production facilities with a
combined annual capacity of 200 million gallons was transferred to
a newly formed holding company, New PEH.  As announced on June 29,
2010, PEI had an exclusive option to purchase up to a 25% equity
interest in New PEH for up to $30 million in cash. PEI exercised
its option and entered into a separate agreement to acquire
ownership interests.  PEI will pay $23.3 million in the aggregate
for a 20% interest.  As a result, PEI will hold the largest equity
ownership interest in New PEH.

                    Retirement of Corporate Debt

With the proceeds of the sale of PEI's interest in Front Range
Energy, LLC, PEI will retire all of its corporate debt obligations
to Lyles, including accrued interest and fees, in the aggregate
amount of approximately $17.0 million.  PEI has been in default
under these obligations since 2009.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


POWER DEVELOPMENT: Chapter 11 Case Dismissed
--------------------------------------------
American Bankruptcy Institute reports that the bankruptcy case of
Power Development LLC has been dismissed due to the debtor's
failure to comply with court orders and the unlikelihood that it
could successfully reorganize.

Asheville, North Carolina-based Power Development, LLC, filed for
Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. W.D.
N.C. Case No. 10-10684).  D. Rodney Kight, Jr., Esq., at Kight Law
Office, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


PERRY COUNTY: Bankr. Ct. Won't Rule on Remand Bid in Landfill Suit
------------------------------------------------------------------
In Ethel L. Abrahams, et al., v. Phill-Con Services LLC and
Phillips & Jordan Incorporated, Adv. Pro. No. 10-00075 (Bankr.
S.D. Ala., September 24, 2010), the Hon. Margaret A. Mahoney
grants the defendants' Motion to Defer Ruling on the plaintiffs'
Motion for Remand and Abstention, and denies the plaintiffs'
Motion to Strike.  The adversary proceeding is "related to" the
Chapter 11 cases of Perry Uniontown Ventures I, LLC, and Perry
County Associates, LLC.

The plaintiffs sued the defendants on June 21, 2010, in Perry
County Circuit Court (Case No. 2010-cv-24), alleging negligence,
wantonness, nuisance, and trespass arising from the construction
and operation of the Arrowhead Landfill in Perry County, Alabama.
On June 25, 2010, the plaintiffs filed a complaint in the United
States District Court for the Southern District of Alabama (Case
No. 10-cv-00326), alleging violations of federal law.  The
plaintiffs demanded jury trials.

The defendants removed the state court action to the Debtors'
Chapter 11 cases.  Phill-Con filed a Motion to Refer the district
court litigation to the Bankruptcy Court to consolidate the
federal action with the removed state court action that is
presently pending.

Perry Uniontown Ventures I owns the Landfill, which is its primary
asset.  Perry County Associates owns Alabama Department of
Environmental Management Solid Waste Disposal Permit No. 53-03,
which authorizes the operation of the Landfill facility.  The ADEM
permit is PCA's only asset.  Phill-Con operates the Landfill.  P&J
is a contractor for construction at the Landfill and operates the
Landfill in conjunction with Phill-Con.

The Plaintiffs filed a Motion to Withdraw Reference pursuant to 28
U.S.C. Sec. 157 in the event that the District Court decides to
refer the federal action to the Bankruptcy Court.  Phill-Con filed
a Motion to Withdraw Reference in the adversary proceeding.  The
Motions to Withdraw Reference are currently pending before Judge
Steele in the District Court.

According to Judge Mahoney, any ruling by the Bankruptcy Court on
abstention or remand might moot any ruling on the pending District
Court Issues.  "Judge Steele may decide that withdrawal of the
reference in this adversary proceeding is appropriate.  Therefore,
it is premature for [the Bankruptcy] Court to make any
determination as to remand and abstention.  The District Court
should have an opportunity to rule on the motions before it as its
decision will determine the direction of remaining litigation in
this case.  For these reasons the Defendants' Motion to Defer
Ruling Pending Action by the District Court is due to be GRANTED,"
Judge Mahoney says.

On September 20, 2010, the Plaintiffs submitted a Motion to Strike
Exhibits, objecting to exhibits attached to the Defendants' Motion
for Remand or Abstention and Response to the Court's Show Cause
Order.  The Plaintiffs object to the admission of the exhibits on
the ground that they support a "false assertion" by the Defendant
that Plaintiffs "began a new focus' on P&J and Phill-Con with an
intent 'to circumvent the Debtors' Bankruptcy Case.'"  Judge
Mahoney holds that it is appropriate to deny the Motion to Strike.
The exhibits in question were attached to a response and include
notices of intent to sue sent to various government bodies as well
as requests to the Environment Protection Agency/ADEM, and two
news articles.  In the present case these attachments need not be
removed from the litigation at hand, she says.

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


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924571

            About Perry Uniontown & Perry County Assoc.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No.
10-00277) on January 26, 2010.  Jeffery J. Hartley, Esq., at
Helmsing, Leach, Herlon, Newman & Rouse, assists the Company in
its restructuring effort.  PCA estimated $50 million to
$100 million in assets and debts.

Affiliate Perry Uniontown Ventures I, LLC, filed a separate
Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 10-
00276).  PUV disclosed $15,009,538 in assets and $67,489,007 in
liabilities in its schedules.


PFG ASPENWALK: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PFG AspenWalk, LLC
        2005 Cargo Road
        Minneapolis, MN 55450

Bankruptcy Case No.: 10-47089

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Robert T. Kugler, Esq.
                  LEONARD STREET & DEINARD P.A.
                  150 South Fifth Street, Suite 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-1645
                  E-mail: robert.kugler@leonard.com

Scheduled Assets: $12,004,580

Scheduled Debts: $7,535,608

The petition was signed by Thomas Salmen, vice president of
Finance.

Debtor's List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of America, N.A.     Swap Agmt.             $628,661
Attn: Richard L. Carter
2990 Lava Ridge CT,
Suite 120
Roseville, CA 95661

Sopris Consulting         Consulting             $480,000
Group, LLC                Contract
Attn: Paul Lotzer         August 2010
5400 Norwood Lane
Plymouth, MN 55442

See Attachment to                                $16,025
Schedule E
for Tenant Security
Deposits/Prepaid Rent

Holy Cross Energy                                $495

Stan Clauson                                     $467
Associates, Inc.

Waste Management-                                $444
Carbondale

Integrity Plumbing and                           $388
Heating

Aspen Custom Glass                               $265

City of Aspen                                    $248

Terminix                                         $240


PRES-LAHAINA SQUARE: Has Until Nov. 1 to File Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
directed Pres-Lahaina Square LLC and VLJ Aloha LLC to file a
proposed plan of reorganization and an explanatory disclosure
statement by November 1, 2010.

Newport Beach, California-based Pres-Lahaina Square LLC filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. C.D.
Calif. Case No. 10-18065).  Marc J. Winthrop, Esq., who has an
office in Newport Beach, California, assists the Debtors in their
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.

The Company's affiliate, VLJ Aloha LLC, filed a separate Chapter
11 petition on June 15, 2010 (Case No. 10-18067).


PRES-LAHAINA SQUARE: Taps Winthrop Couchot as Insolvency Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Pres-Lahaina Square LLC and VLJ Aloha LLC to Winthrop
Couchot Professional Corporation as general insolvency counsel.

The firm is expected to represent the Debtors in the Chapter 11
proceedings.

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

Newport Beach, California-based Pres-Lahaina Square LLC filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. C.D.
Calif. Case No. 10-18065).  Marc J. Winthrop, Esq., who has an
office in Newport Beach, California, assists the Debtors in their
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.

The Company's affiliate, VLJ Aloha LLC, filed a separate Chapter
11 petition on June 15, 2010 (Case No. 10-18067).


REEF ENVIRONMENTAL: Files for Chapter 11 Protection in Alabama
--------------------------------------------------------------
Matt Quillen at The Daily Home reports that REEF Environmental
officials filed for Chapter 11 bankruptcy in Montgomery, Alabama.

According to Daily Homes, the REEF wastewater treatment plant,
located in the Sylacauga area, has been an object of local
controversy for at least 18 months.  Odors believed to be coming
from the plant caused residents to file lawsuits and notify local
and state officials.  The Alabama Department of Environmental
Management fined REEF $72,000 in October 2009 for violating an air
permit.  The city of Sylacauga also filed a civil lawsuit against
the company that is pending.


REGAL ONE: Earns $408,576 in June 30 Quarter
--------------------------------------------
Regal One Corporation filed on April 8, 2010, its quarterly report
on Form 10-Q, reporting net increase in net assets of $408,576 for
the three months ended June 30, 2010, compared with a net decrease
in net assets of $14,695 for the comparable period of 2009.

For the three and six months ended June 30, 2010, the Company had
no operating revenues.  For the six month period ended June 30,
2010, the Company primarily satisfied its working capital needs
from cash on hand at the beginning of the period which decreased
by $68,048.  Working capital expenditures included: (i) a decrease
in prepaid insurance in the amount of $12,279.

For the three months ended June 30, 2010, operating expenses were
$33,984 compared to $56,898 for the comparable period of 2009.
The decrease for the three month period ending June 30, 2010,
compared to the comparable period of 2009 was primarily due to
decreased Professional Services expenses of $20,239 and a $2,675
decrease in General and Administrative expenses.

The Company recorded a gain on recovery of legal fees of $63,484
for the three months months ended June 30, 2010.  These funds were
received in July.

For the three months ending June 30, 2010, the Company's net
investment income after taxes was $29,500 compared to a net
investment loss of $56,898 for the comparable period in 2009.
The change of $86,398 in the three month month period ending
June 30, 2010 as compared to the comparable period ended June 30,
2009 was attributable to the factors discussed above.

For the three months ended June 30, 2010, net assets increased by
$408,576 primarily from the net change in unrealized gain on the
value of portfolio securities of $158,500 combined with the
unrealized gain of $205,200 in the valuation of the investment
warrant.  This compares to an unrealized gain on the value of
portfolio securities of $6,833 and an unrealized gain of $6,300
in stock options for the comparable period in 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.09 million in total assets, $13,153 in total liabilities, and
stockholders' equity of $2.08 million.

As reported in the Troubled Company Reporter on April 12, 2010, De
Joya Griffith & Company, LLC, in Henderson, Nev., 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 does not generate operating
revenue and must liquidate its investment portfolio to provide
cash flow for its operations.

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

               http://researcharchives.com/t/s?6bc0

                         About Regal One

Based in Las Angeles, Regal One Corporation is a financial
services company which coaches and assists biomedical companies,
through its network of professionals, in listing their
securities on the over-the-counter market.


REMINGTON RANCH: Unlicensed Contractor Has No Construction Lien
---------------------------------------------------------------
The Hon. Elizabeth Perris concludes that the correct reading of
The Oregon Revised Statues 701.131(2)(a) requires a contractor to
be licensed by the Construction Contractors Board at the time it
perfects a lien.  If the contractor is not licensed at the time of
perfection, the lien is a nullity.  Accordingly, Judge Perris says
Hooker Creek Companies, LLC, does not qualify for the safe harbor
and thus it does not hold a construction lien on debtor's
property.

The adversary case is Remington Ranch, LLC, Plaintiff, and
Columbia State Bank, Successor-in-Interest to Columbia River Bank,
a Washington State Chartered Bank, Intervenor-Plaintiff, v. Hooker
Creek Companies, LLC, an Oregon Limited Liability Company,
Defendant, Adv. Proc. No. 10-3093 (Bankr. D. Ore., September 24,
2010).  A copy of the memorandum opinion is available at:


http://www.leagle.com/unsecure/page.htm?shortname=inbco20100924583

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406).  In its
schedules, the Debtor disclosed $29,298,544 in assets and
$32,453,284 in liabilities.


ROCK & REPUBLIC: Lender Protests 'Secret' Nature Sale Talks
-----------------------------------------------------------
Rock & Republic Enterprises Inc.'s largest secured lender is
criticizing the company for hinging all of its sale aspirations on
one prospective purchaser, arguing the clothing designer's plan to
carry out exclusive negotiations could threaten the lender's
chances of getting repaid, Dow Jones' DBR Small Cap reports.

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).


ROTECH HEALTHCARE: Moody's Reviews 'Caa2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service placed Rotech Healthcare, Inc.'s Caa2
corporate family rating and Caa2 probability of default rating
under review for possible upgrade and assigned a prospective B1
rating to the new $225 million in first lien notes.  Moody's
placed Rotech's Caa3 rated senior subordinated notes under review
for possible upgrade as well.  Moody's expects to upgrade Rotech's
CFR and PDR to Caa1 and the senior subordinated notes rating to
Caa2 following the close of the transaction and review of the
final documentation.

                        Ratings Rationale

The review for upgrade will consider the improvement in Rotech's
operating performance, most notably over the past two quarters
although leverage remains high at 5.5 times debt-to-EBITDA
(according to Moody's standard adjustments).  Moreover, Moody's
anticipates that Rotech will be able to de-lever modestly over
time through EBITDA growth.  The operating performance reflects a
better cost structure and increasing revenue despite the
significant reduction in Medicare reimbursement.  Revenue growth
is also supported by the acquisition of competitors that have
exited the market and the potential for market share gains.  In
Moody's view, Rotech is likely to garner market share as a result
of its scale (in a negative pricing environment) as well as its
success in contract awards following the Round 1 Rebid for
Medicare patients.

Notwithstanding the improvement in operations, Moody's remains
concerned about ongoing uncertainty around the reimbursement
environment and the potential for further negative impact on
oxygen and other home medical equipment providers.  Moody's is
also mindful of the 2012 maturity of Rotech's senior subordinate
notes, the majority of which need to be repaid by November 2011,
and the refinancing pressure that will continue to build despite
the current refinancing.  Ongoing positive rating momentum would
likely focus on sustainable liquidity, including the refinancing
of the senior subordinated notes, as well as the ability to
generate free cash flow despite the expansion of competitive
bidding in 2013.  Should the transaction not close as anticipated,
the company's ratings would not be upgraded and could face
negative rating pressure if financing alternatives did not seem
likely.

Ratings Under Review for Upgrade:

Rotech Healthcare, Inc.:

  -- Corporate Family Rating at Caa2;
  -- Probability of Default Rating at Caa2;
  -- $287 million senior subordinated notes due 2012 at Caa3;

Rating Assigned:

  -- Proposed $225 million senior secured first lien notes at
     (P)B1;

  -- LGD assessments are not under review.

Moody's last rating action for Rotech was on August 13, 2009 when
Moody's stabilized the outlook and affirmed the Caa2 corporate
family rating and all other ratings.

Rotech, headquartered in Orlando, Florida, is one of the largest
providers of home medical equipment and related products and
services in the US, with a comprehensive offering of respiratory
therapy and durable home medical equipment and related services.
Rotech provides equipment and services in 48 states through
approximately 450 operating centers located primarily in non-urban
markets.  For the twelve months ended June 30, 2010, Rotech
reported revenue of approximately $493 million.


ROTECH HEALTHCARE: S&P Puts 'CCC' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating and 'CC' issue-level rating on Orlando, Fla.-based
home health care provider Rotech Healthcare Inc. on CreditWatch
with positive implications.  The CreditWatch listing reflects the
probability that Rotech will successfully complete the planned
refinancing of its $225 million payment in kind term loan due in
2011 with $225 million new first-lien notes due in 2015.  At the
same time, S&P assigned issue-level and recovery ratings of 'B+'
and '1' on the company's proposed $225 million first-lien notes.
The positive CreditWatch listing could result in potential ratings
change on the corporate credit rating and senior subordinated
notes to 'B-'.  The senior subordinated notes would be rated the
same as the corporate credit rating given S&P's likely recovery
rating revision on the notes to '4' from '6' in light of the new
financing.

"The rating on Rotech continues to reflect the company's
operational exposure to the detrimental impact of Medicare
reimbursement reductions for its products and services, although
it is now manageable through the company's effective cost-cutting
measures," says Standard & Poor's credit analyst Tahira Wright.
"The rating also reflects limited liquidity given its near-term
maturity on its debt due in 2011 and 2012, and its highly
leveraged financial risk profile."

Rotech's vulnerable business risk profile reflects its narrow
focus in providing home respiratory care services (about 86% of
revenues) with the balance comprising of durable medical equipment
and other services and related challenges with government
reimbursement that far outweigh the benefits of the company's
position as the No.  3 provider in its niche industry segment.
Although Rotech serves patients in 48 states through approximately
450 centers across the country, principally in non-urban markets,
Rotech's concentration in respiratory therapy exposes the company
to changes in the respiratory care field, including reimbursement
pressures.  In fact, Medicare, Medicaid, and other governmental
payors constituted 58% of the company's revenues in 2009.  This
high exposure resulted in the company suffering from a number of
reimbursement cuts.  This included the 2008 Medicare reimbursement
cuts for a number of key respiratory drugs -- including compounded
budesonide, Xopenex, and DuoNeb.  The passage of the Medicare
Improvement for Patients and Providers Act in July 2008, which
delayed the competitive bidding for some of the company's
supplies, including oxygen equipment for 18 months, also reduced
the Jan. 1, 2009, reimbursement for such supplies by 9.5%.  The
significant reimbursement reduction in 2009 relating to rental
caps on oxygen equipment and reduced reimbursement on nebulizer
medication also contributed to 2008 reimbursement cuts.  As a
result of these cuts, Rotech's revenues were negatively impacted
by approximately $27 million and $52 million in 2008 and 2009,
respectively.


RUBICON US: Starwood-JPMorgan Units Complete Reorganization
-----------------------------------------------------------
Citybiz Real Estate reports that affiliates of Starwood Capital
Group, Kaufman Jacobs LLC and JPMorgan Chase & Co. have completed
the reorganization of Rubicon US REIT whose primary tenant was the
U.S. General Services Administration in a $550 million portfolio.

According to Citybiz, the affiliates bought 100% of the corporate
bonds of Rubicon US REIT as laid out in a reorganization plan
approved June 21 by the U.S. Bankruptcy Court for the District
of Delaware.  About $80 million in bonds were exchanged for 100%
of the common stock of Rubicon US REIT and the issuance of new
corporate debt of $50 million to ensure adequate solvency for
Rubicon US REIT.  Class A preferred stockholders will retain their
equity through the bondholders' plan.  Unsecured creditors will
also be paid in full, totaling approximately $1 million.

                      About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company estimated $100 million to $500 million in
assets and liabilities.  The Company's affiliates -- Rubicon GSA
II, LLC, et al. -- also filed Chapter 11 petitions.


SANSWIRE CORP: Posts $4.1 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
Sanswire Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of $4.1 million for the three months ended June 30,
2010, compared to a net loss of $7.3 million for the corresponding
period last year.

The Company had revenue related to sale of a 50% interest in the
Company's SkySAT airship of $250,000 for the three months ended
June 30, 2010, and no revenue for the three months ended June 30,
2009.

The Company had a working capital deficit of $17.6 million and a
stockholders' deficit of $15.9 million at June 30, 2010.
Additionally, at June 30, 2010, the Company had an accumulated
deficit of $139.5 million, compared to $134.7 million at
December 31, 2009.

Management believes it can continue to raise capital from various
funding sources, which will be sufficient to sustain operations at
its current level through December 31, 2010.

The Company's balance sheet as of June 30, 2010, showed
$3.6 million in total assets, $19.5 million in total liabilities,
and a stockholders' deficit of $15.9 million.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, 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 experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.

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

               http://researcharchives.com/t/s?6bb7

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp.'s primary business is the
design, construction and marketing of a variety of aerial vehicles
through a joint venture with TAO Technologies, Stuttgart, Germany,
named Sanswire-TAO Corp.

The High Altitude class of prospective airships are generally
referred to as HAAs (High Altitude Airships) but have also been
called HAPs (High Altitude Platform) and HALEs (High Altitude Long
Endurance).  They have been designed to be able to keep a station
in one location in the Stratosphere, at approximately 65,000 ft.
for durations of 30 days or more.


SEA ISLAND: Oaktree-Led Auction Set for October 11
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported that Sea Island Co. received approval from the bankruptcy
judge on Sept. 15 for auction procedures to test whether there is
a better offer for its properties.  A company affiliated with
Oaktree Capital Management LP and Avenue Capital Group is under
contract to buy the business for $197.5 million.  Procedures call
for the submission of competing offers by Oct. 4.

Absent higher and better offers at the auction, the Debtor will
move seek confirmation of the current version of its proposed
Chapter 11 plan at a hearing on Nov. 4, 2010.

The Plan is premised upon the sale of the Company's holdings for
about $197.5 million.  Lenders including Synovus Bank, Bank of
America and Bank of Scotland would recoup about $180 million, less
than a third of outstanding loans.  Unsecured creditors would be
paid shares from a pool totaling just $3 million.  They include
former Sea Island president Dennie McCrary, who is owed about
$27 million.  The Company estimates that unsecured creditors, at
best, would receive about 3 cents per dollar owed to them.

                         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.


SHOPPES OF LAKESIDE: Gets Temporary OK to Use Cash Collateral
-------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida authorized, on an interim basis, Shoppes of
Lakeside, Inc., to use cash securing its obligation to secured
creditors.

The Debtor would use the cash collateral to fund expenses
necessary to preserve its business, including insurance,
maintenance, repairs, property taxes, and adequate protection
payments.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured creditors:

   -- regular payments of 9,903 to Putnam State Bank beginning
      November 1, 2010;

   -- regular payments at contractual rate to Jacksonville Bank on
      300 W. Adams beginning October 1;

   -- regular payments at contractual interest rate to
      Jacksonville Bank on 937 Main St. beginning November 1;
      and

   -- adequate protection payments to other cash collateral
      lenders of 4% interest only beginning 90 days from the entry
      of the order.

The Debtor, on the interim basis, is only authorized to use Vystar
Credit Union cash collateral to make insurance, utility and
maintenance payments on the Vystar properties.

                   About Shoppes of Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D.
Fla. Case No. 10-05199).  Bryan K. Mickler, Esq., who has an
office in Jacksonville, Florida, assists the Company in its
restructuring effort.  The Company disclosed $39,894,050 in assets
and $37,748,101 in liabilities.


SHOREBANK CORP: Pacific and International Units Still Operating
---------------------------------------------------------------
The operations of ShoreBank Corporation, its subsidiaries
ShoreBank Pacific and ShoreBank International, and affiliates are
unaffected by the receivership of ShoreBank's Midwest bank and
continue as usual, according to the Web site
http://www.shorebankcorp.com/

ShoreBank, Chicago, Illinois, was closed August 20 by Illinois
regulators, which appointed the Federal Deposit Insurance
Corporation as receiver.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Urban Partnership Bank, Chicago,
Illinois, a newly-chartered institution, to assume all of the
deposits of ShoreBank.  Pursuant to the agreement, the 15 branches
of ShoreBank reopened as branches of Urban Partnership Bank,
including those in Detroit, Michigan, and Cleveland, Ohio, under
their normal business hours, including those offices with Saturday
hours.

As of June 30, 2010, ShoreBank, Chicago, had approximately
$2.16 billion in total assets and $1.54 billion in total deposits.

According to Bloomberg, ShoreBank Corp.'s community bank was under
a March order from the FDIC to boost capital within 60 days.  Tier
1 capital shrank to $4.1 million at the end of June from $26.3
million as of March 31 and $43.5 million at the end of last year,
according to the FDIC.

                      About ShoreBank Corp.

Founded in 1973, ShoreBank Corp. has built a reputation on lending
to low-and-moderate income borrowers.  The holding company's
subsidiary banks and not-for-profits help fund homeowners,
investors, small businesses, and faith-based and not-for-profit
organizations in diverse communities in the Midwest and Pacific
Northwest.  Northern Initiatives, ShoreBank Neighborhood
Institute, ShoreBank Enterprise Cascadia, and ShoreBank Enterprise
in Cleveland and Detroit offer small business loans, business
development assistance, and employment services.  ShoreBank has
also taken its message overseas with ShoreBank International and
ShoreCap Exchange, both of which offer microfinance and other
services.

ShoreBank posted a $119 million loss in 2009 and a $39.6 million
loss in the first half of this year, according to Federal Deposit
Insurance Corp. figures.  It had a net loss of $9.3 million in
2008.


SOUTHPOINT I: Podolsky Northstar Sells Building to KVH Industries
-----------------------------------------------------------------
Southpoint I, six months after it went into receivership, has been
sold to KVH Industries, Inc., rejournals.com reports.

According to the report, Podolsky Northstar CORFAC International,
which had served as court-appointed receiver, property manager and
broker agent, then as the exclusive listing agent for the owner,
arranged the sale of the property for Jefferson Pilot Investments,
a subsidiary of Lincoln Financial Group.  The report relates
Jefferson Pilot was the lender of the property when the building
went into receivership, and took ownership following foreclosure.

"This represents one of those results that was beneficial for
everyone," the report quoted Adam Tarantur, vice president,
Podolsky Northstar CORFAC International, as saying.  "KVH
demonstrates its long term commitment to the area through the
acquisition of the property, and Jefferson Pilot secured a more
advantageous price than if the property had been sold to an
investor," he added.

The report notes that Podolsky and Tarantur represented building
ownership in the transaction; Larry Johnson of CB Richard Ellis
represented KVH.  Dan Minor of Vorys, Sater Seymour & Pease LLP
provided legal services for the seller; and Jay Gitles of Seyfarth
Shaw represented the legal interests of the buyer.

Southpoint I is a 100,415-square-foot building in the Tinley
Crossings Corporate Center in Chicago's south suburbs.


STERLING FINANCIAL: FDIC Lifts Cease Order on Sterling Bank
-----------------------------------------------------------
Sterling Financial Corporation disclosed that its regulators --
the Federal Deposit Insurance Corporation and Washington
Department of Financial Institutions -- have terminated a cease
and desist order put in place in October 2009 with Sterling
Savings Bank.

"[The] announcement provides a clear indication of the progress of
Sterling Savings Bank's recovery, following the completion in
August of a $730-million recapitalization effort, as well as
improvement in our operating results," said Greg Seibly, president
and CEO of Sterling Financial Corporation.

The lifting of the cease and desist order reflects Sterling
Savings Bank's significantly strengthened balance sheet and
capital position, which exceeded the regulatory requirements
outlined in the order.  In addition, it reflects the progress made
by Sterling Savings Bank's board of directors and management to
reduce the proportion of its loans and other assets classified as
non-performing as well as measures taken by the Bank to realign
its credit practices going forward.

"This regulatory recognition of our progress marks another
important milestone in Sterling Savings Bank's recovery efforts.
Going forward, Sterling anticipates maintaining a Tier 1 capital
ratio above 8 percent, which surpasses the current "well-
capitalized" standard for banks and the proposed Basel III global
banking standards," said Seibly.

                    About Sterling Financial

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is a
bank holding company, organized under the laws of Washington State
in 1992.  The principal subsidiaries of Sterling are Sterling
Savings Bank and Golf Savings Bank.  Subsequent to June 30, 2010,
Golf Savings Bank was merged with and into Sterling Savings Bank,
with the mortgage banking operations of Golf Savings Bank
continuing to operate as a division of Sterling Savings Bank.

                        *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.

Sterling currently is categorized as being significantly
undercapitalized pursuant to regulatory guidelines.  Both Sterling
and Sterling Savings Bank are currently operating under regulatory
agreements.  Sterling has entered into a regulatory agreement with
the Federal Reserve Bank of San Francisco, and Sterling Savings
Bank has entered into a regulatory agreement with the FDIC and the
Washington Department of Financial Institutions.  Both agreements
require, among other things, a return to "well capitalized"
status.


TAGISH LAKE: New Pacific Take-Over Bid to Expire September 27
-------------------------------------------------------------
New Pacific Metals Corp. wishes to remind the shareholders and
debtholders of Tagish Lake Gold Corp. that the take-over bid by
New Pacific for all of the outstanding common shares and the offer
to purchase all the debt of Tagish Lake will expire at 11:59 p.m.
(EST), September 27, 2010.  New Pacific has taken up (or already
owned) 76,106,723 Tagish Shares, representing approximately 53.2%
of the issued and outstanding Tagish Shares.

New Pacific notes that on September 23, 2010, the board of
directors of Tagish Lake issued a directors' circular and notice
of change recommending that Tagish Lake shareholders accept the
Offer and reject the take-over bid made by YS Mining Company Inc.
to acquire all of the Tagish Shares and debt of Tagish Lake dated
September 8, 2010.  YS Mining subsequently announced the
withdrawal of its offer on September 24, 2010.

The Tagish Board's stated reasons for recommending acceptance of
the Offer include:

-- New Pacific has taken up (or already owned) approximately
     53.2% of the issued and outstanding Tagish Shares.

-- The fairness opinion prepared by Evans & Evans, Inc. in
    connection with the Offer concludes that, subject to the
    matters stated therein, as at July 27, 2010 the consideration
    to be paid for the Tagish Shares under the initial terms of
    the Offer is fair from a financial point of view to
    Tagish shareholders.  The consideration to be paid for the
    Tagish Shares under the current Offer is greater than the
    consideration to be paid for the Tagish Shares under the
    initial Offer.

-- Tagish Lake has commenced proceedings under the Companies'
    Creditors Arrangement Act ("CCAA") and needs funds to pay its
    creditors.  Tagish Lake's cash on hand is only sufficient to
    enable Tagish Lake to continue operations until late
    September, 2010.  If Tagish Lake does not emerge from CCAA
    protection, it will likely face receivership or bankruptcy
    proceedings, either of which will lead to the liquidation of
    Tagish Lake's assets.

-- At present, the Offer is the only offer for the Tagish Shares
    and debt that will be successful if accepted by
    securityholders of Tagish Lake.

-- There can be no assurance as to the availability of any
    Acceptable liquidity opportunity for the securityholders of
    Tagish Lake if the Offer is not successful.

New Pacific's offer per Tagish Share is:
a. $0.10 in cash (the "Cash Election"); or
b. 0.1370 of a common share of New Pacific (a "New Pacific
    Share") (the "Share Election"); or

c. a combination of 50% in cash and 50% in New Pacific Shares
    (the "Combined Election").

For Tagish Lake shareholders who tender all their Tagish Shares
under the Cash Election the enhanced $0.10 Cash Offer represents:

a. a premium of approximately 150% over the $0.04 closing price
    of the Tagish Shares on the TSXV on July 2, 2010, the last
    trading day prior to the July 5, 2010 announcement of New
    Pacific's intention to make the Offer; and

b. a premium of approximately 89% over the $0.053 volume weighted
    average price of the Tagish Shares on the TSXV for the year to
    date ended September 15, 2010, the last trading to prior to
    this Notice.

For Tagish Lake shareholders who tender all their Tagish Shares
under the Combined Election, based on the $1.10 closing price of
the New Pacific Shares on September 15, 2010, the implied offer
for each Tagish Share is approximately $0.125 which represents:

a. a premium of approximately 213% over the $0.04 closing price
    of the Tagish Shares on the TSXV on July 2, 2010; and
b. a premium of approximately 136% over the $0.053 volume
    weighted average price of the Tagish Shares on the TSXV for
    the year to date ended September 15, 2010.

For Tagish Lake shareholders who tender all their Tagish Shares
under the Share Election, based on the $1.10 closing price of the
New Pacific Shares on September 15, 2010, the implied offer for
each Tagish Share is approximately $0.15 which represents:


a. a premium of approximately 275% over the $0.04 closing price
    of the Tagish Shares on the TSXV on July 2, 2010; and
b. a premium of approximately 183% over the $0.053 volume
    weighted average price of the Tagish Shares on the TSXV for
    the year to date ended September 15, 2010.

Investors may obtain a free copy of the Circular and other
documents filed by New Pacific with the Canadian securities
regulators at http://www.sedar.com/ The Circular, Letter of
Transmittal, Notice of Guaranteed Delivery and other documents may
also be obtained for free from New Pacific's website or by
directing a request to New Pacific's investor relations department
by telephone at 1-888-224-1881, fax to 604-669-9387 or e-mail to
info@newpacificmetals.com/  or by contacting the Information
Agent, Kingsdale Shareholder Services Inc., toll free at 1-888-
518-6812.

Secured and unsecured creditors of Tagish Lake may obtain more
information by contacting New Pacific at the above phone number,
or by email to: debtinfo@newpacificmetals.com/

                     About New Pacific Metals

New Pacific -- http://www.newpacificmetals.com/-- is engaged in
the exploration and development of mineral resources and gold-
poly-metallic projects in China and other jurisdictions.  New
Pacific has extensive experience in implementing high grade
resource development projects.

                        About Tagish Lake

Tagish Lake Gold Corp. explores for and develops high grade gold-
silver mineral deposits in the Yukon Territory of Canada.  The
Company is currently focused on its wholly owned, 178 km2 Skukum
Mineral District located 80 km by road south of Whitehorse.  The
Skukum Mineral District hosts the Skukum Creek gold-silver
deposit, the Goddell Gully and the Mt. Skukum gold deposits.

In May 2010, Tagish Lake commenced proceedings in the Supreme
Court of British Columbia pursuant to the Companies' Creditors
Arrangement Act (Canada).   Grant Thornton Limited was appointed
as the Monitor for the Company.


TAYLOR BEAN: Ex-Chair's Fraud Case Stays In Va., Judge Says
-----------------------------------------------------------
Judge Leonie M. Brinkema of the U.S. District Court for the
Eastern District of Virginia has refused to move a nearly
$2 billion criminal fraud case against Lee Bentley Farkas, the
former chairman and majority owner of Taylor Bean & Whitaker
Mortgage Corp. to Florida, saying the alleged fraud is a national
crime, according to Bankruptcy Law360.

                          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.


TEGAL CORPORATION: Board Approves Bonuses to Company CEO and CFO
----------------------------------------------------------------
On September 15, 2010, the Compensation Committee of the Board of
Tegal Corporation, approved discretionary bonuses for the
following executive officers:

       Name                     Title            Amount of Bonus
       ----                     -----            ---------------

Thomas Mika                President, CEO          $125,000
Christine Hergenrother     Vice President, CFO      $75,000

                     About Tegal Corporation

Petaluma, Calif.,-based Tegal Corporation (Nasdaq: TGAL)
-- http://www.Tegal.com/-- designs, manufactures, markets and
services specialized plasma etch systems used primarily in the
production of micro-electrical mechanical systems ("MEMS")
devices, such as sensors and accelerometers as well as power
devices.  The Company's Deep Reactive Ion Etch ("DRIE") systems
are also employed in certain sophisticated manufacturing
techniques, such as 3-D interconnect structures formed by
intricate silicon etching, also known as Deep Silicon Etch ("DSE")
for so-called Through Silicon Vias ("TSVs").

The Company's balance sheet at June 30, 2010, showed $12.7 million
in total assets, $3.0 million in total liabilities, and
stockholders' equity of $9.7 million.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations, has experienced a
significant decrease in demand for its products, and is evaluating
certain strategic alternatives which may significantly alter its
ability to recover its assets in the normal course of business
over the next twelve months.


TEGAL CORPORATION: Posts $2.5 Million Net Loss in June 30 Quarter
-----------------------------------------------------------------
Tegal Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $319,000 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$2.6 million on $1.1 million of revenue for the three months ended
June 30, 2009.

For the three months ended June 30, 2010, and for the fiscal year
ended March 31, 2010, the Company financed its operations from
existing cash on hand.

The Company has engaged Cowen & Co., LLC to assist it in
evaluating strategic alternatives for the Company, which may
include a merger with or into another company, a sale of all or
substantially all of its assets and the liquidation or dissolution
of the Company, including through a bankruptcy proceeding.

The Company's balance sheet at June 30, 2010, showed $12.7 million
in total assets, $3.0 million in total liabilities, and
stockholders' equity of $9.7 million.

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations, has experienced a
significant decrease in demand for its products, and is evaluating
certain strategic alternatives which may significantly alter its
ability to recover its assets in the normal course of business
over the next twelve months.

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

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

                     About Tegal Corporation

Petaluma, Calif.,-based Tegal Corporation (Nasdaq: TGAL)
-- http://www.Tegal.com/-- designs, manufactures, markets and
services specialized plasma etch systems used primarily in the
production of micro-electrical mechanical systems ("MEMS")
devices, such as sensors and accelerometers as well as power
devices.  The Company's Deep Reactive Ion Etch ("DRIE") systems
are also employed in certain sophisticated manufacturing
techniques, such as 3-D interconnect structures formed by
intricate silicon etching, also known as Deep Silicon Etch ("DSE")
for so-called Through Silicon Vias ("TSVs").


TERRANCE COSGROVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Terrance L. Cosgrove
        c/o Armand J. Kornfeld
        Bush Strout & Kornfeld
        601 Union St. #5000
        Seattle, WA 98133

Bankruptcy Case No.: 10-21304

Chapter 11 Petition Date: September 23, 2010

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

Judge: Karen A. Overstreet

Debtor's Counsel: Armand J. Kornfeld, Esq.
                  BUSH STROUT & KORNFELD
                  601 Union St., Ste 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: jkornfeld@bskd.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 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-21304.pdf


TIX CORPORATION: To Be Delist From NASDAQ
-----------------------------------------
Tix Corporation has been notified by the NASDAQ Stock Market
("NASDAQ") that the Company no longer meets the minimum $1.00 per
share requirement for continued listing on the NASDAQ under
Listing Rule 5550(a)(2).  Additionally, the Company today also
announced that its Board of Directors has approved a plan to
voluntarily delist the Company's common stock from the NASDAQ.
Following the delisting, the Company intends to move its common
stock listing to the OTCQX U.S. Premier over-the-counter market,
operated by Pink OTC Markets Inc.

Subsequent to the delisting, the Company intends to deregister its
common stock and suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended.  The Company has
submitted a No-Action Request to the Securities and Exchange
Commission to deregister its common stock and suspend its
reporting obligations under the Exchange Act.  In the event the
SEC approves the Company's No-Action Request, the Company will not
file any future annual or quarterly reports with the SEC,
including a Form 10-Q for the quarter ending September 30, 2010.
The Company expects that its shares will continue to trade under
the "TIXC" ticker symbol following the delisting from NASDAQ.  The
Company expects that, as a result of delisting and deregistering
under the Exchange Act, it will save approximately $1.0 million
annually and will free up considerable time for management to
focus on the Company's strategy and operating performance.

Mitch Francis, Chairman of the Board and CEO, stated, "We're
taking this important step with our shareholders' interests in
mind.  The burden of reporting under the Exchange Act, and in
recent years the added burden of Sarbanes-Oxley, has become too
expensive for many small companies such as Tix Corporation.  After
careful consideration, the Company believes that by moving its
stock listing to the OTCQX and deregistering its common stock, it
can re-invest significant resources to help drive growth and
profitability. We believe that by utilizing the OTCQX platform,
material savings can be achieved while still providing reliable
information to our shareholders."

Notwithstanding the deregistration, the Company will continue to
maintain a system of internal controls over financial reporting to
ensure the continuing accuracy and reliability of results of
operations reported to its stockholders.  Following
deregistration, the Company will no longer bear the financial
burden of complying with the Exchange Act and the Sarbanes-Oxley
Act of 2002, legal and auditor reviews of SEC disclosures, as well
as, accounting and other administrative expenses related to the
Company's NASDAQ listing and SEC reporting requirements.

The Company chose the OTCQX marketplace because it believes it may
provide shareholders a more liquid market than the Pink Sheets and
requires member companies to adhere to a prescribed set of
financial disclosures.  Specifically, OTCQX-listed issuers are
required to publicly disclose annual audited financial statements,
unaudited quarterly financial statements and current information
pertaining to material events.  The Company believes that these
disclosures will provide its shareholders with the ability to
monitor the Company's results of operations and continue to make
informed investment decisions.

                      Procedural Details

The Company has notified the NASDAQ of its intent to voluntarily
delist its common stock from the NASDAQ and will file a Form 25
with the Securities and Exchange Commission (the "SEC") on or
about October 12, 2010 to effect such voluntary delisting.  The
delisting of the Company's common stock will take effect no
earlier than 10 days after filing the Form 25, or on or about
October 26, 2010.  As a result, the Company expects that the last
day of trading of its common stock on the NASDAQ will be on or
about October 26, 2010.  The Company is currently taking the
necessary steps to list its common stock on the OTCQX, and expects
the common stock to be listed on or about October 29, 2010. In the
event that the Company's common stock is not eligible for trading
on the OTCQX at that time, the common stock will trade on the Pink
Sheets.

Following the effectiveness of the Form 25, the Company's common
stock will no longer trade on the NASDAQ.  The Company intends to
comply with the OTCQX listing rules to enable its common stock to
list on the OTCQX immediately upon delisting from the NASDAQ.
These rules require at least one market maker to quote the
Company's common stock after complying with certain filing and
disclosure rules or by complying with the unsolicited customer
order rule.  In addition, the OTCQX requires companies to engage
an approved dedicated advisor for disclosure, to advise them on
proper disclosure under the OTCQX Alternate Reporting Standard,
and to certify that listing and disclosure requirements have been
met. Given that the Company is current in all of its SEC filings,
it does not currently anticipate any difficulties in meeting all
of the OTCQX listing requirements, although there can be no
assurances that it will be able to do so.

Subsequent to the effectiveness of the Form 25, the Company
intends to file a Form 15 with the SEC to voluntarily deregister
its common stock and suspend its reporting obligations under the
Exchange Act.  The Company has submitted a No-Action Request to
the SEC to deregister under the Exchange Act.  In the event that
the SEC approves the Company's No-Action Request, the Company will
not be filing any future annual or quarterly reports with the SEC,
including a Form 10-Q for the period ending September 30, 2010.
Upon the filing of the Form 15, the Company's obligation to file
reports and forms with the SEC, including Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, will be suspended immediately and all of the Company's other
SEC reporting obligations will be suspended when the Form 15
becomes effective 90 days after filing.  The Company intends to
immediately begin reporting under the OTCQX Alternate Reporting
Standard, including annual audited financial statements, unaudited
quarterly financial statements and current information.  The
Company is eligible to deregister its common stock under the
Exchange Act because it has fewer than 300 stockholders of record.
As of September 23, 2010, the Company had approximately 215
registered shareholders of record.

The decision by the Company's Board of Directors to voluntarily
delist and deregister its common stock is in part a cost-savings
measure to significantly reduce annual expenses associated with
the Company's NASDAQ listing and compliance with SEC reporting
requirements, including legal, accounting and other administrative
expenses.  Given the limited current public trading volume and
liquidity of the Company's common stock, the Company believes the
benefits of having its common stock listed on a national exchange
and registered under the Exchange Act are outweighed by the
associated annual costs.  The Board of Directors believe that the
Company's stockholders will be better-served if the Company spends
more of its financial resources and management's time on the
Company's business without the substantial cost and time
associated with having to comply with NASDAQ rules and SEC
reporting obligations.  The Board of Directors determined to
delist, deregister and suspend its public reporting obligations
after extensive deliberations of the advantages and disadvantages
of no longer being a public reporting company and careful
consideration of the recommendation of an independent committee
and the advice of the Company's legal counsel and other outside
advisors.  The Board of Directors and management believe that the
expense reductions inherent in delisting and deregistering the
common stock will benefit the Company and its stockholders, and
ultimately will serve to maximize the value of the Company.

                      About TIX Corporation

Tix Corporation is an integrated entertainment company providing
discount and premium ticketing services, event and branded
merchandising, and production / promotion of live concert and
theatrical events.  It currently operates eleven discount ticket
stores in Las Vegas under the Tix4Tonight marquee, and offers up
to a 50 percent discount for same-day shows, concerts, attractions
and sporting events, as well as discount reservations for dining.
The Company also offers premium tickets to concerts, theater and
sporting events throughout the United States under its
Tix4AnyEvent.com brand.  The Company's Exhibit Merchandising
operation is engaged in branded merchandise development and sales
activities related to museum exhibitions and other events,
including the King Tutankhamun and Real Pirates tours; selling
themed souvenir memorabilia and collector's items in specialty
stores in conjunction with the specific events and venues.  Tix
Productions is dedicated to live concert and theatrical promotion
and production throughout the United States, Canada and Europe,
and operates under the banners of Magic Arts & Entertainment and
NewSpace Entertainment.


TONY NGUYEN: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Tony Nguyen
               Theresa Anh Vinh Tran
               aka Theresa LeVinh Tran
               207 Chelan Court NE
               Renton, WA 98059

Bankruptcy Case No.: 10-21285

Chapter 11 Petition Date: September 23, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union St., Ste 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: eajbwellaw@aol.com

Scheduled Assets: $1,169,139

Scheduled Debts: $1,602,630

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-21285.pdf


THOMPSON PUBLISHING: Organizational Meeting Set for Oct. 1
----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on October 1, 2010, at
1:00 p.m. in the bankruptcy case of Thompson Publishing Holding
Co., Inc., et al.  The meeting will be held at J. Caleb Boggs
Federal Building, 844 King Street, Room 2112, Wilmington, DE
19801.

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

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

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

Washington, DC-based Thompson Publishing publishes books,
newsletters, audio conferences, web products and e-mail alerts to
help customers with "the dynamic regulatory mandates facing their
organizations," according to its website. The publications cover
regulatory and compliance related issues in areas such as
education, energy, environment and health care.

Thompson is majority owned by Avista Capital Partners, which
bought a 50 percent stake in the company for $130 million in 2006.

Thompson Publishing filed for Chapter 11 bankruptcy protection on
September 21, 2010 (Bankr. D. Del. Case No. 10-13070).  Alissa T.
Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at
Morris Nichols Arsht & Tunnell, LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts of $100 million to $500
million as of the Petition Date.

Affiliates TPG AES Holding Co, Inc. (Bankr. D. Del. Case No. 10-
13072), Alex eSolutions, Inc. (Bankr. D. Del. Case No. 10-13074),
AHC Media LLC (Bankr. D. Del. Case No. 10-13073), Thompson
Publishing Group, Inc. (Bankr. D. Del. Case No. 10-13071), The
Performance Institute, Inc. (Bankr. D. Del. Case No. 10-13075),
and Thompson Publishing Development, LLC (Bankr. D. Del. Case No.
10-13076) filed separate Chapter 11 petitions.


TRIBUNE COMPANY: Mediator Endorses Settlement
---------------------------------------------
Tribune Company has reached agreement with Oaktree Capital
Management, L.P. and Angelo, Gordon & Co, L.P. on a plan of
reorganization that will settle claims surrounding "Step 1" of the
company's 2007 going-private transaction.

The settlement comes as a result of the court-ordered mediation
requested by the company and overseen by U. S. Bankruptcy Court
Judge Kevin Gross; it has been approved by the Special Committee
of Tribune's Board of Directors, comprised of independent members
of the company's board.  Oaktree and Angelo Gordon, who will be
co-proponents of this plan, both hold significant amounts of the
Initial and Incremental Term Loan of Tribune Company.

"The plan addresses two primary issues that are fundamental to a
successful reorganization of Tribune," said Don Liebentritt,
Tribune's Chief Restructuring Officer.  "First, it enables the
company to exit Chapter 11 and distributes the equity of the
reorganized Tribune and its subsidiaries to the holders of the
Initial and Incremental Term Loan claims.  Second, to the extent
not settled prior to confirmation, all claims identified by the
Examiner's Report relating to 'Step 2' of the company's going-
private transaction are preserved and placed in a litigation
trust.  We remain confident that additional settlements will be
reached."

The Litigation Trust will allow an independent litigation trustee
to pursue legal action relating to the remaining fraudulent
conveyance issues alleged by various unsecured creditors, while
avoiding the possible negative impact these litigation issues
might have on the company's business operations.

The plan's settlement resolves claims associated with the
financing of "Step 1" of the going-private transaction, all of
which the Examiner found to have less than 50% probability of
success.  The settlement, which has been overseen by the court-
appointed mediator, provides for Tribune Company's senior
bondholders to receive a total distribution of $300 million
(approximately 23% of their claim amount) in cash plus their
interest in the Litigation Trust.

Unsecured creditors of Tribune Company will receive the same
percentage recovery, also in cash and an interest in Litigation
Trust, which will allow them to seek redress for potential
fraudulent conveyance issues.  Unsecured creditors of Tribune
Company's subsidiaries will have an opportunity to receive 50% of
their claim amount in cash.

The plan also provides for both Initial Term Loan Lenders and
Incremental Term Loan Lenders to receive a pro rata distribution
of cash, debt and equity of the reorganized Tribune and its
subsidiaries pursuant to the terms of Credit Agreement.

TRIBUNE is one of the country's leading multimedia companies,
operating businesses in publishing, interactive and broadcasting.
In publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, The Baltimore Sun, Sun Sentinel
(South Florida), Orlando Sentinel, Hartford Courant, The Morning
Call and Daily Press.  The company's broadcasting group operates
23 television stations, WGN America on national cable and
Chicago's WGN-AM. Popular news and information websites complement
Tribune's print and broadcast properties and extend the company's
nationwide audience.  At Tribune we take what we do seriously and
with a great deal of pride.  We also value the creative spirit and
nurture a corporate culture that doesn't take itself too
seriously.

                       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)


TRUVO INTERMEDIATE: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
(Default) long-term corporate credit rating on Delaware-based
international publisher of classified directories TRUVO
Intermediate LLC and its related entities.

At the same time, the 'D' issue rating and associated recovery
rating on the $200 million and ?395 million subordinated notes
maturing in 2014, issued by TRUVO Subsidiary Corp., were also
withdrawn.  Prior to the withdrawal, the recovery rating on the
notes was '6', indicating S&P's expectation of negligible (0%-10%)
recovery for noteholders in the event of a payment default.

"The withdrawals reflect the fact that S&P is not in a position to
monitor its corporate credit, issue, and recovery ratings on Truvo
due to a lack of updated financial information following the
group's filing for Chapter 11 bankruptcy protection in the U.S.,"
said Standard & Poor's credit analyst Carlo Castelli.  "In
addition, there is a lack of visibility on the timing of the debt
restructuring and Truvo's potential exit from Chapter 11."

On Dec. 31, 2009, the group had total unadjusted debt of
$2,222.4 million.

On July 2, 2010, S&P lowered the long-term corporate credit rating
on Truvo to 'D' from 'SD' (Selective Default) as a result of the
filing for Chapter 11 bankruptcy protection in the U.S.


ULTIMATE ESCAPES: Organizational Meeting to Form Panel on Oct. 1
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on September 29, 2010, at
10:00 a.m. in the bankruptcy case of Ultimate Escapes Holdings,
LLC, et al.  The meeting will be held at Doubletree Hotel, 700
King Street, Wilmington, DE 19801.

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

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

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

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.


UNITED COMPONENTS: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on United Components Inc. to 'B' from 'B-'
and removed the rating from CreditWatch, where it was placed
July 30, 2010, with positive implications.  The outlook is
positive.

At the same time, S&P assigned its final 'B' issue rating and
'3' recovery rating on the new $425 million term loan B and
$75 million revolving credit line.  These ratings had previously
been assigned on a preliminary basis.  S&P also withdrew its
ratings on the company's term loan D, which S&P understand has
been repaid, and on the subordinated notes, for which funds for
repayment have been deposited with the trustee for repayment on
Oct. 25.

"The upgrade reflects S&P's view that near-term risks to the
company's financial flexibility have been reduced by the senior
debt refinancing," said Standard & Poor's credit analyst Nancy
Messer.  "In addition, S&P believes liquidity has been bolstered
by the addition of a revolving credit facility, as UCI had no
revolving line previously," she continued.

Still, S&P also believe UCI will remain highly leveraged following
the proposed senior debt transaction, with lease-adjusted total
debt to EBITDA of about 6x.  This ratio remains elevated, in S&P's
view, because of pressures on EBITDA and cash flow in 2009,
combined with accretion of indirect parent UCI International
Inc.'s $235 million payment-in-kind notes, which S&P view as debt.

UCI's revenues increased 6.7% in the first half of 2010, year over
year, boosted by higher sales in all of the company's auto
aftermarket channels, including retail, traditional, OES, heavy-
duty truck, and OEM.  S&P calculate that EBITDA for the first half
of 2010 was $81 million, a 49% increase year over year.  The
EBITDA improvement resulted from better gross margin and lower
administrative and selling costs than in 2009.  Recent
restructuring actions such as workforce reductions, wage freezes,
and stricter discretionary spending have improved margins in the
past year, and UCI continues to earn sufficient EBITDA to remain
in compliance with its covenants.  UCI had total balance sheet
debt of $407 million at June 30, 2010, plus another $339 million
in PIK notes held by a third party.

UCI is a supplier to the U.S. automotive aftermarket.  UCI's sales
are narrowly focused on a few key products: filtration products,
which accounted for 39% of 2009 revenues; fuel delivery systems,
25%; cooling systems, 17%; and vehicle electronics, 18%.

UCI's weak business risk profile reflects the highly competitive
character of the automotive aftermarket and the company's limited
revenue diversity.  Of UCI's revenues for 2009, 88% were derived
from the aftermarket (replacement parts for older vehicles) and
12% from the original equipment manufacturing and service
(OEM/OES) markets (relatively new vehicles).  UCI's revenues are
concentrated with its largest customer, AutoZone Inc.
(BBB/Stable/A-2), the nation's largest automotive aftermarket
retailer, which accounted for 30% of UCI's 2009 sales.  UCI's
earnings also are subject to volatility in costs for commodities
and energy as well as changes in foreign currency exchange rates,
both of which have affected profits in the past several years.

UCI's credit measures remain weak, and its free cash flow
generation is low relative to its debt load.  S&P assume the
company must be recapitalized or sold in the next few years
because its capital structure includes the PIK notes that become
cash-pay in 2012 and require a material cash payment in March 2012
and term loan amortization that rises significantly in 2012.

The positive outlook reflects the possibility that S&P could raise
the rating if UCI completes plans to issue common equity as
described in the company's recently filed registration statement
with the SEC.  S&P believes the company will use the proceeds
raised from this offering, combined with cash on hand, to fully
pay down the $235 million principal amount of the PIK notes.

S&P would revise the outlook to stable if S&P believed the company
would not pursue an equity issuance in the next few months.


URBAN BRANDS: Asks Court to Extend Schedules Filing Until 45 Days
-----------------------------------------------------------------
Urban Brands, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to extend the
deadline for the filing of schedules of assets and liabilities,
schedules of current income and expenditures, schedules of
executor contracts and unexpired leases, and statements of
financial affairs until 45 days after the Petition Date.

The Debtors have more than 200 creditors and therefore, must file
their schedules within 30 days after the Petition Date.  The
Debtors say that given the amount of work entailed in completing
the schedules, and the competing demands upon the Debtors' limited
staff to address numerous critical operational matters during the
initial postpetition period, the Debtors won't be in a position to
properly and accurately complete the schedules within the required
30-day period.

Secaucus, New Jersey-based Urban Brands, Inc., operates as a
women's specialty retailer.  Its products include tops, such as
knit tops, shirts and blouses, and tanks and camis; bottoms, which
include shorts and capris, skirts, and pants; sweaters; and denim
apparel, including denim jeans, skirts, denim sets, and jackets.
The company also provides dresses, career and related separates,
jackets, intimates, hosiery, swimwear, activewear, linen wear,
extended sizes, bras and panties, maxi dresses, ruffles, tunics,
and accessories.

Urban Brands filed for Chapter 11 bankruptcy protection on
September 21, 2010 (Bankr. D. Del. Case No. 10-13005).  It
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

Affiliates A.S. Interactive, Inc., et al., filed separate Chapter
11 petitions.

Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq.,
at Richards, Layton Finger, P.A., assist the Debtors in their
restructuring efforts.

BMC Group, Inc., is the Debtors' claims agent.


URBAN BRANDS: Gets OK to Hire BMC Group as Claims & Noticing Agent
------------------------------------------------------------------
Urban Brands, Inc., et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ BMC Group, Inc., as claims and
noticing agent.

BMC will, among other things:

     a. prepare and serve required notices in the Chapter 11
        cases;

     b. maintain copies of proofs of claim and proofs of interest
        filed;

     c. maintain an official claims register by docketing all
        proofs of claim on a register containing certain
        information; and

     d. create and administer a claims database.

BMC will charge the Debtors its standard prices for its services,
expenses and supplies at the rates or prices in effect on the day
that the services and supplies are provided to the Debtors.  The
Debtors paid BMC a retainer of $10,000 to be applied immediately
in satisfaction of the Debtors' obligations under the BMC service
agreement, a copy of which is available for free at:

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

Tinamarie Feil, BMC's president, assured the Court that the firm
is "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Secaucus, New Jersey-based Urban Brands, Inc., operates as a
women's specialty retailer.  Its products include tops, such as
knit tops, shirts and blouses, and tanks and camis; bottoms, which
include shorts and capris, skirts, and pants; sweaters; and denim
apparel, including denim jeans, skirts, denim sets, and jackets.
The company also provides dresses, career and related separates,
jackets, intimates, hosiery, swimwear, activewear, linen wear,
extended sizes, bras and panties, maxi dresses, ruffles, tunics,
and accessories.

Urban Brands filed for Chapter 11 bankruptcy protection on
September 21, 2010 (Bankr. D. Del. Case No. 10-13005).  It
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

Affiliates A.S. Interactive, Inc., et al., filed separate Chapter
11 petitions.

Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq.,
at Richards, Layton Finger, P.A., assist the Debtors in their
restructuring efforts.


URBAN BRANDS: Proposes New Ashley-Led Auction for Assets
--------------------------------------------------------
Urban Brands, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of the Debtors' assets free and clear of liens,
claims, encumbrances and interests.

On September 21, 2010, the Debtors entered into a stalking horse
asset purchase agreement with New Ashley Stewart, LLC.  Under the
agreement, New Ashley will (i) pay a purchase price of at least
$6 million, consisting of (x) an amount equal to $13 million in
cash and (y) a note in the initial aggregate outstanding principal
amount of $2 million, or (ii) assume liabilities.

In the event that the Debtors receive offers from other interested
parties, the Debtors propose that an auction will be held on
October 25, 2010.  New Ashley will be paid, as break-up fee, cash
equal to 3% of the estimated closing date cost value of the
inventory.  The Debtors paid New Ashley an expense reimbursement
in the amount of $150,000 which was paid (i) $100,000 upon
execution and delivery of the letter of intent and (ii) $50,000 on
September 13, 2010.

The Debtors have filed their proposed bidding procedures with the
Court, a copy of which is available for free at:

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

The Debtors propose that: (i) a bidding procedures hearing be held
on October 4, 2010; (ii) the submission deadline for required bid
materials be October 22, 2010; (iii) a sale hearing be held on
October 26, 2010; and (iv) a consummation of sale be on
October 26, 2010.

Bids must be at least $15,525,000.  Qualified bidders must exceed
New Ashley's stalking horse bid by at least $200,000 in total
consideration for all bids made by qualified bidders.  Minimum bid
increments must be at least $150,000.

The Debtors propose that within four business days following the
Petition Date, the buyer will deposit into escrow an amount equal
to $1,500,000.

Secaucus, New Jersey-based Urban Brands, Inc., operates as a
women's specialty retailer.  Its products include tops, such as
knit tops, shirts and blouses, and tanks and camis; bottoms, which
include shorts and capris, skirts, and pants; sweaters; and denim
apparel, including denim jeans, skirts, denim sets, and jackets.
The company also provides dresses, career and related separates,
jackets, intimates, hosiery, swimwear, activewear, linen wear,
extended sizes, bras and panties, maxi dresses, ruffles, tunics,
and accessories.

Urban Brands filed for Chapter 11 bankruptcy protection on
September 21, 2010 (Bankr. D. Del. Case No. 10-13005).  It
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

Affiliates A.S. Interactive, Inc., et al., filed separate Chapter
11 petitions.

Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq.,
at Richards, Layton Finger, P.A., assist the Debtors in their
restructuring efforts.

BMC Group, Inc., is the Debtors' claims and noticing agent.


URBAN BRANDS: Organizational Meeting to Form Panel on Oct. 1
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on October 1, 2010, at
11:00 a.m. in the bankruptcy case of Urban Brands, Inc.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 2112, Wilmington, DE 19801.

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

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

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

Urban Brands, Inc., operates as a women's specialty retailer.  Its
products include tops, such as knit tops, shirts and blouses, and
tanks and camis; bottoms, which include shorts and capris, skirts,
and pants; sweaters; and denim apparel, including denim jeans,
skirts, denim sets, and jackets.  The company also provides
dresses, career and related separates, jackets, intimates,
hosiery, swimwear, activewear, linen wear, extended sizes, bras
and panties, maxi dresses, ruffles, tunics, and accessories.

Urban Brands Inc. sought bankruptcy protection under Chapter 11
(Bankr. D. Del. Case No. 10-13005) on September 21, 2010.  The
Company estimated assets of $10 million to $50 million and debts
of $100 million to $500 million in its Chapter 11 petition.

Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq.,
at Richards, Layton Finger, P.A., in Wilmington, Delaware, serve
as counsel to the Debtors.  BMC Group, Inc., is the claims and
notice agent.


US DATAWORKS: Silicon Valley Bank Forbearance Expires Sept. 30
--------------------------------------------------------------
US Dataworks, Inc., and Silicon Valley Bank on September 20, 2010,
entered into a Forbearance to Loan and Security Agreement pursuant
to which SVB has agreed to forbear from filing any legal action or
instituting or enforcing any rights and remedies it may have
against the Company arising out of the Company's failure to comply
with (i) the financial covenants set forth in Section 6.7(a) of
the Loan and Security Agreement dated as of February 9, 2010 -- as
amended by the First Amendment to Loan and Security Agreement
dated March 5, 2010 and the Second Amendment to Loan and Security
Agreement dated April 23, 2010, for the April 2010, May 2010, June
2010 and July 2010 measuring periods -- (ii) the financial
covenants set forth in Section 6.7(b) of the Loan Agreement for
the May 2010, June 2010 and July 2010 measuring periods, and (iii)
the restrictions on making payments with respect to Subordinated
Debt in violation of Section 7.9 of the Loan Agreement and Section
3 of the Subordination Agreement dated as of February 9, 2010
between the Company, SVB and the subordinated creditors, for the
period beginning on September 20, 2010 and ending on September 30,
2010.

In consideration for the Forbearance Agreement, the Company paid a
forbearance fee of $2,500.

The Company and SVB are currently in discussions concerning an
amendment to the Loan Agreement pursuant to which the Existing
Defaults would be waived and the Company would be back in
compliance with its covenants under the Loan Agreement and the
Subordination Agreement.  The Company currently expects that such
an amendment would be in place by the end of the Forbearance
Period.

Based in Sugarland, Texas, US Dataworks, Inc., a Nevada develops,
markets, and supports payment processing software for multiple
market segments.  Its customer base includes some of the largest
financial institutions as well as credit card companies,
government institutions, banker's banks and high-volume merchants
in the United States.  The Company was formerly known as
Sonicport, Inc.

At June 30, 2010, the Company had total assets of $5,671,723,
total liabilities of $4,435,110, and shareholders' equity of
$1,236,613.


VICTOR VALLEY: Gets Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
Victor Valley Community Hospital sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Central
District of California to use cash collateral through
October 21, 2010.

The Debtor owed these secured creditors:

     a. Statewide Health Planning and Development of the State of
        California approximately $5 million to Office;

     b. Physicians Hospital Management, LLC, approximately
        $6.1 million; and

     c. Corwin Medical Group, Inc., approximately $700,000.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor will grant
each Secured Creditor a replacement security interest in and lien
upon the existing collateral and all postpetition proceeds
thereof.

The Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

The Court has set a final hearing for October 19, 2010, at
2:00 p.m.

                     About Victor Valley

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a health care facility.  It has a rural nonprofit
hospital operator in Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP.


VICTOR VALLEY: Gets Interim Nod to Obtain DIP Financing
-------------------------------------------------------
Victor Valley Community Hospital sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Central
District of California to obtain postpetition secured financing
from Prime Healthcare Services Foundation, Inc.

The Lender has committed to provide a superpriority expense claim
credit facility in an aggregate amount of up to $3,200,000.  A
copy of the DIP financing agreement is available for free at:

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

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

Advances and all other outstanding obligations under the revolving
facility will be immediately due and payable in full in cash, if
not earlier, without further application to or order of the Court,
on the earlier of (i) the effective date of a plan reorganization
for the Debtor approved by the Lender; (ii) acceleration of
maturity of the Obligations upon the occurrence of an Event of
Default; (iii) the sale or liquidation of all or substantially all
of the assets of the Debtor; (iv) 20 days after the Court enters
an order (a) confirming a plan of reorganization for the Debtor
that has not been approved in writing by Lender; or (b) granting
a motion to sell substantially all of Debtor's assets pursuant to
a transaction not approved in writing by Lender; (v) the date on
which a plan or sale referred to in the prior subsection
(iv) becomes effective or is consummated; or (v) December 31,
2010.

Interest on outstanding advances under the Revolving Facility will
accrue monthly in arrears on the first day of each calendar month
at an annual rate equal to 1% calculated on the basis of a 360-day
year and for the actual number of calendar days elapsed in each
interest calculation period.  Interest accrued on each Advance
under the Revolving Facility will be due and payable in accordance
with the procedures provided for in Section 2.2 and Section 2.6 of
the DIP financing agreement, commencing the first business day of
the first calendar month following the Closing Date, and
continuing until the later of the expiration of the term and the
full performance and irrevocable payment in full in cash of the
obligations and termination of the DIP financing agreement.

To secure the payment and performance of the obligations, the
Debtor, upon entry of the final financing order, as applicable, by
the Court, hereby grants to Lender a continuing subordinate
security interest in and Lien upon, and pledges to Lender, all of
its right, title and interest in and to all of its personal and
real property and assets whether now owned or hereafter.

All obligations under the DIP Facility, accrued or otherwise,
will be due and payable in full on the earliest to occur of
(i) October 15, 2010, unless a final court order has been entered
by such date and if so entered, December 13, 2010.

No fees, except the DIP Lender's out-of-pocket costs and expenses,
will be paid out.

                    About Victor Valley

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a health care facility.  It has a rural nonprofit
hospital operator in Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP.


WALKER-CALLAHAM: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Walker- Callaham Joint Venture
        a Washington General Partnership
        10804 NE Hwy 99
        Vancouver, WA 98686

Bankruptcy Case No.: 10-47895

Chapter 11 Petition Date: September 24, 2010

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

Judge: Brian D. Lynch

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

Scheduled Assets: $15,550,000

Scheduled Debts: $7,753,584

The petition was signed by Clyde David Callaham.

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Clyde David Callaham      Promissory Note        $1,884,834
2023 NW Columbia Summit   dated 2/20/10
Drive
Camas, WA 98607

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Clyde David Callaham                   10-46294    7/30/10


WASHINGTON COMMONS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Washington Commons Limited Partnership
        106 E. North Street
        New Castle, PA 16101

Bankruptcy Case No.: 10-26792

Chapter 11 Petition Date: September 23, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Scott E. Schuster, Esq.
                  BERNSTEIN LAW FIRM
                  2200 Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8119
                  Fax: (412) 456-8273
                  E-mail: sschuster@bernsteinlaw.com

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-26792.pdf

The petition was signed by Thomas J. George, vice president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                            Case No.   Petition Date
        ------                            --------   -------------
Grove Commons Limited Partnership         10-26791        09/23/10


WEST CORP: Gets Green Flag to Amend Credit Agreements
-----------------------------------------------------
West Corporation has received lender consent to amend and restate
the credit agreement governing its senior secured credit
facilities.

The amended and restated credit agreement is expected to modify
the Company's senior secured credit facilities in several
respects, including as follows:

* Extend the maturity of a portion of the Company's $250 million
   revolving credit facility to January 2016 from October 2012;

* Extend the maturity of up to $500 million of its term loans to
   July 2016 from October 2013 with the interest rate margins of
   such extended term loans increasing by 1.875 percent;

* Increase the interest rate margins of approximately $985
   million of its term loans due July 2016 by 0.375 percent to
   match the interest rate margins for the newly extended term
   loans; and

* Modify the step-down schedule in the current financial
   covenants and modify certain covenant baskets.

The effectiveness of these amendments will be subject to certain
conditions, including the issuance of at least $500 million
aggregate principal amount of senior unsecured notes to repay a
portion of the Company's term loans and there being no more than
$500 million of term loans due October 2013 outstanding after
giving effect to the prepayment of term loans and the extension of
term loan maturities.

West Corporation CFO, Paul Mendlik stated: "These changes will
improve West's capital structure by extending the weighted average
maturity of funded debt from 4.4 to 5.5 years and provide greater
flexibility for future growth plans."

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation --http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation had total assets of $3,008,762,000, total
liabilities of $4,068,914,000, Class L Common Stock of
$1,413,958,000, and stockholders' deficit of $2,474,110,000 as of
June 30, 2010.

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.


WEST CORP: Plans to Offer $500 Million Senior Unsec. Notes
----------------------------------------------------------
West Corporation said it intends to offer $500 million aggregate
principal amount of senior unsecured notes due October 2018.
Proceeds of the Notes will be utilized to repay a portion of its
term loan facilities.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation --http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation had total assets of $3,008,762,000, total
liabilities of $4,068,914,000, Class L Common Stock of
$1,413,958,000, and stockholders' deficit of $2,474,110,000 as of
June 30, 2010.

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.


WHITE BIRCH: Senior Lenders Insist $175MM Bid Was Superior
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a group of White
Birch Paper Co.'s senior lenders say their $175 million cash bid
for the company was a better offer than the bid from Black Diamond
Capital Management LLC which won the auction for the newsprint
maker.

As reported in yesterday's Troubled Company Reporter, Black
Diamond, White Birch's largest creditor, won an auction for the
company.  Black Diamond had estimated the total purchase price for
operations in Quebec and the U.S. would be US$178 million --
including $90 million cash plus the repayment of certain
obligations.

A court hearing to approve the sale will be held on September 29.

The deal is expected to close November 19, 2010.

                         About White Birch

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.

The Company filed for Chapter 15 protection on February 24, 2010
(Chapter 15 E.D. Va. Case No. 10-31234).  White Birch estimated
assets of $100 million to $500 million and liabilities of
$500 million to $1 billion.

Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for
Chapter 11 protection (Bankr. Case No. 10-31202).  In its
petition, Bear Island estimated assets of $100 million to
$500 million and debts ranging from $500 million to $1 billion.


WORKSTREAM INC: May 31 Balance Sheet Upside-Down by $20.1 Million
-----------------------------------------------------------------
Workstream Inc. reported a net loss of $26.6 million on
$16.5 million of revenue for the fiscal year ended May 31, 2010,
compared with a net loss of $4.9 million of $21.5 million of
revenue for the fiscal year ended May 31, 2009.

The Company has incurred substantial losses in recent periods.  At
May 31, 2010, the Company has an accumulated deficit of
$164.0 million and a shareholders deficit of $20.1 million.

On May 31, 2010, the Company defaulted on the 2009 Secured Notes
when the quarterly principal payment was not made and the Company
fell out of compliance with certain covenants.  Upon default, the
interest rate on the 2009 Secured Notes increased by 5%.

On August 13, 2010, the Company entered into separate 2010
Exchange and Share Purchase Agreements and a 2010 Exchange
Agreement (collectively, the "2010 Exchange Agreements") with each
of the Holders of its senior secured promissory notes pursuant to
which, among other things, the Holders exchanged their existing
2009 Secured Notes (the aggregate principal amount of all the
Notes, together with accrued but unpaid interest and penalties,
was $22.4 million) for a total of 682,852,374 of the Company's
common shares.

As a result of the foregoing refinancing transactions, the Company
says it nearly eliminated its outstanding debt and received the
cash it needed to improve working capital to positive levels.

The Company's balance sheet at May 31, 2010, showed $8.6 million
in total assets, $28.7 million in total liabilities, and a
stockholders' deficit of $20.1 million.

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

                 http://researcharchives.com/t/s?6bc6

                      About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM.OB) provides
enterprise workforce management solutions and services that help
companies manage the entire employee lifecycle -- from recruitment
to retirement. Workstream services customers with offices across
North America.


XENONICS HOLDINGS: Stock Delisted From NYSE Amex
------------------------------------------------
Xenonics Holdings, Inc.'s common stock has been delisted from NYSE
Amex.  The Company's common stock will be traded on the over-the-
counter market and quoted on the OTC Bulletin Board and OTCQB(TM)
Marketplace beginning, September 27, 2010 under the symbol "XNNH".

As previously announced, on July 30, 2010 the Company received
notice from the Exchange that the Company failed to regain
compliance with continued listing standards and, accordingly, the
Company's securities were subject to delisting proceedings.  In
accordance with the Company Guide, Xenonics appealed the Staff
Determination by requesting a hearing before a Listing
Qualifications Panel.  This appeal was denied after a hearing held
on September 14, 2010.

                          About Xenonics

Xenonics Holdings, Inc. -- http://www.xenonics.com/-- develops
and produces advanced, lightweight and compact ultra-high-
intensity illumination and low-light vision products for military,
law enforcement, public safety, and commercial and private sector
applications.  Xenonics' NightHunter line of illumination products
is used by every branch of the U.S. Armed Forces as well as law
enforcement and security agencies.  Its SuperVision high-
definition night vision is designed for commercial and military
applications. Employing patented technologies, Xenonics provides
innovative solutions for customers who must see farther so they
can do their jobs better and safer.  Xenonics' products represent
the next generation in small, high intensity, high efficiency
illumination and low-light vision systems.


Z TRIM: Incurs $3.6 Million Net Loss in June 30 Quarter
-------------------------------------------------------
Z Trim Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.6 million on $201,138 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$2.8 million on $162,960 of revenue for the corresponding period
of 2009.  The Company estimates that it will take from 15 to 21
months to achieve profitability.

As of June 30, 2010, the Company had a cash balance of $583,495.
Over the last several years, the Company has been funding our
operations through the sale of both equity and debt securities.
In the second quarter of 2010, the Company sold $200,000 worth of
convertible notes.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company discloses in its latest 10-Q that it does not expect
or anticipate that its concerns over its ability to continue as a
going concern will have any impact on its ability to raise capital
from internal and external sources.

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

                   http://researcharchives.com/t/s?6bc1

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.


* Bank Failures This Year Now Total to 127
------------------------------------------
Regulators shut lenders in Florida and Washington on September 24,
pushing the number of U.S. bank failures to 127 for the year.

The Federal Deposit Insurance Corp., appointed as receiver, took
over Haven Trust Bank Florida of Ponte Vedra Beach and Arlington,
Washington-based North County Bank on Friday.  The two failures
cost the FDIC's deposit-insurance fund $104.7 million.

According to Bloomberg News, banks are failing at a faster pace
than last year, which saw the most failures since 1992, as real
estate values remain depressed and economic recovery stays
sluggish. Regulators closed 140 banks last year.

The Wall Street Journal's Randall Smith and Robin Sidel wrote that
some 279 banks have collapsed since Sept. 25, 2008, when
Washington Mutual Inc. became the biggest bank failure on record.
That dwarfed the 1984 demise of Continental Illinois, which had
only one-seventh of WaMu's assets.  The failures of the past two
years shattered the pace of the prior six-year period, when only
three dozen banks died.

According to a report issued last Tuesday by Standard & Poor's,
bank failures are expected to "persist for some time".

According to the Journal, the top executive of investment-banking
firm Keefe, Bruyette & Woods Inc., said between failures and
consolidation, the number of U.S. banks could fall to 5,000 over
the next decade from the current 7,932.

The Journal notes that the upside of the bank failures is that
they can represent a healthy cleansing of a sector that grew too
fast, with bank assets more than doubling to $13.8 trillion in the
decade that ended in 2008.  Many banks that failed were
opportunistic latecomers.  According to SNL Financial, of the
failed banks since February 2007, 75 were formed after 1999.

                      2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                         Loss-Share
                                  Transaction Party      FDIC Cost
                      Assets of   Bank That Assumed   to Insurance
                    Closed Bank   Deposits & Bought           Fund
  Closed Bank        (millions)      Certain Assets     (millions)
  -----------       -----------   -----------------   ------------
Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             829 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said the number of
institutions on its "Problem List" rose to 829 at June 30, 2010
from 775 at March 31, 2010. However, the total assets of "problem"
institutions declined from $431 billion to $403 billion.  Also,
while the number of "problem" institutions is the highest since
March 31, 1993, when there were 928, it is the smallest net
increase since the first quarter of 2009.

The FDIC said 45 insured institutions failed during the second
quarter.

On Tuesday, the FDIC said commercial banks and savings
institutions insured by the agency reported an aggregate profit of
$21.6 billion in the second quarter of 2010, a $26 billion
improvement from the $4.4 billion net loss the industry posted in
the second quarter of 2009.

The Deposit Insurance Fund balance improved for the second quarter
in a row.  The DIF balance -- the net worth of the fund --
improved from negative $20.7 billion to negative $15.2 billion
during the second quarter. The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve, which covers the costs of expected failures. The reserve
declined from $40.7 billion to $27.5 billion during the quarter.

The FDIC's liquid resources -- cash and marketable securities --
remained strong. Liquid resources stood at $44 billion at the end
of the second quarter, a decline from $63 billion at the end of
the first quarter. The decline in cash balances reflects
previously anticipated outlays, primarily related to three bank
failures in Puerto Rico on April 30th.

"As we expected," Chairman Bair said, "demands on cash have
increased this year. But our projections indicate that our current
resources are more than enough to resolve anticipated failures."

Total insured deposits declined by 0.7% ($39 billion) during the
quarter.

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

    http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* FDIC Puts Off Resolution Authority Rule Vote
----------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
on Monday delayed presenting a final rule for the liquidation of
failed investment banks and other large, interconnected financial
institutions until it is before a council of regulators created
under the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2009.

Law360 says the FDIC is consulting with the Financial Stability
Oversight Council about the final details of its resolution
authority, as required under the Dodd-Frank Act.


* Akin Gump and Orrick Herrington in Preliminary Merger Talks
-------------------------------------------------------------
Akin Gump Strauss Hauer & Feld and Orrick, Herrington & Sutcliffe
are in "preliminary" merger talks, spokespersons from both firms
have confirmed.

According to The Wall Street Journal's Law Blog, David Schaefer, a
spokesperson for Orrick, said: "Orrick and Akin Gump have held
preliminary discussions about the possibility of a merger. At this
time, it is premature and inappropriate to speak publicly in any
detail about the process."

Law Blog also relates Kathryn Holmes Johnson, a spokeswoman for
Akin, said, "Akin Gump and Orrick are in exploratory discussions
regarding the possibility of a merger."

Zach Lowe, writing for The Am Law Daily, says the combined firm
would have about 1,800 lawyers, according to the most recent Am
Law 100 headcount numbers.  Akin Gump had slightly higher profits
per equity partner of $1.455 million in 2009 compared to a PPP
figure of $1.36 million for Orrick, Mr. Lowe relates.


* Cadwalader Wins M&A Advisor Turnaround Award of the Year
----------------------------------------------------------
Cadwalader, Wickersham & Taft LLP will be named the winner of the
M&A Advisor's "Turnaround Award of the Year" at a ceremony at the
Cornell Club in New York. The M&A Advisor awards honor the
accomplishments of professionals and firms in mergers and
acquisitions, financing, and turnarounds across seven geographic
regions.  Cadwalader's nod came in recognition of work on the
Chapter 11 bankruptcy of LyondellBasell in which it served as
debtor's counsel.  Financial Restructuring Partner George Davis
will accept the award on the firm's behalf.

Cadwalader's successful representation of the global
reorganization of chemical company giant LyondellBasell was
completed on April 30, 2010.  In addition to securing one of the
largest commercial debtor-in-possession financings in the history
of chapter 11, Cadwalader guided the company through the
rationalization of its world-wide refining and petrochemical
operations and paved the way for plan confirmation in just fifteen
months.  "LyondellBasell's plan of reorganization was the capstone
of an historic and extremely successful global reorganization,"
said Christopher White, Chairman of Cadwalader.  "The outstanding
work of our team of talented and dedicated lawyers was an
extraordinary accomplishment achieved in a very short period of
time."

In addition, the firm's top tier restructuring practice was
recognized by U.S. News Media Group and Best Lawyers In America as
one of the top practices in the country.  Both nationally and in
New York metropolitan rankings, Cadwalader placed in the first
tier in Bankruptcy and Creditor Debtor Rights / Insolvency and
Reorganization Law. These inaugural rankings showcased more than
8,500 law firms in one or more major practice areas.  Responses
from significant clients and leading lawyers asked to rate the law
firms they consider best in their practice area were combined with
evaluations of individual lawyers from the most recent Best
Lawyers survey.

             About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP, -- http://www.cadwalader.com/-
- established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental, financial
restructuring and reorganizations, healthcare, intellectual
property, litigation, mergers and acquisitions, private client,
private equity, real estate, regulation, securitization,
structured finance, and tax.


* Kramer Levin Haas 'Top 10 & 100' Attorneys on Super Lawyers List
------------------------------------------------------------------
Kramer Levin Naftalis & Frankel LLP congratulates the 60 members
of the firm who were recognized in the 2010 edition of New York
Super Lawyers.  Two of these lawyers appeared in the "Top 10" and
seven lawyers were listed in the "Top 100," which recognize the
lawyers who received the highest point totals in the New York
Super Lawyers balloting.  Kramer Levin had more attorneys named to
the "Top 10" and "Top 100" than any other firm. The selection
process is based on a combination of peer recognition and
professional achievement.  Super Lawyers names only five percent
of New York metro area lawyers to this honor.

The seven Kramer Levin lawyers in the "Top 100" are Barry H.
Berke, Thomas Moers Mayer, Gary P. Naftalis, Jay A. Neveloff, Ted
Ruthizer, Paul D. Selver and Harold P. Weinberger. Mr. Berke and
Mr. Naftalis were also listed in the top 10.  Additionally, all of
the firm's partners in the Tax, Land Use, Immigration and Real
Estate groups were listed.

The 60 Kramer Levin lawyers that received the "Super Lawyer"
designation are:



    Peter A. Abruzzese - Intellectual Property
    Arthur H. Aufses, III - Securities Litigation
    Jay G. Baris- Securities & Corporate Finance
    Philip Bentley - Bankruptcy & Creditor/Debtor Rights
    Barry H. Berke - Criminal Defense: White Collar
    Jeffrey L. Braun - Business Litigation
    Jonathan H. Canter - Real Estate
    Jonathan S. Caplan - Intellectual Property Litigation
    Pamela M. Capps - Tax
    Nicholas L. Coch - Intellectual Property Litigation
    Michael J. Dell - Business Litigation
    Abbe L. Dienstag - Securities & Corporate Finance
    Matthew S. Dunn - Immigration
    Kenneth H. Eckstein - Bankruptcy & Creditor/Debtor Rights
    David S. Frankel - Criminal Defense: White Collar
    Alan R. Friedman - Securities Litigation
    Carl Frischling - Securities & Corporate Finance
    James P. Godman - Real Estate
    Cheryl E. Hader - Estate Planning & Probate
    Timothy P. Harkness - Securities Litigation
    Robert M. Heller - Antitrust Litigation
    Barry Herzog - Tax
    Robert N. Holtzman - Employment & Labor
    Maria T. Jones - Tax
    Mark D. Koestler - Immigration
    Kenneth P. Kopelman - Corporate Governance & Compliance
    Michael P. Korotkin - Real Estate
    Kevin B. Leblang - Employment & Labor
    Ezra G. Levin - Business/Corporate
    Samuel H. Lindenbaum - Land Use/Zoning
    Randy Lipsitz - Intellectual Property Litigation
    Christine Lutgens - Employee Benefits/ERISA
    Thomas Moers Mayer - Bankruptcy & Creditor/Debtor Rights
    Thomas E. Molner - Mergers & Acquisitions
    Gary P. Naftalis - Business Litigation
    Michael J. Nassau - Employee Benefits/ERISA
    Jay A. Neveloff - Real Estate
    John C. Novogrod - Estate Planning & Probate
    Michael S. Oberman - Business Litigation
    Paul M. Ritter - Employee Benefits/ERISA
    Adam C. Rogoff - Bankruptcy & Creditor/Debtor Rights
    Howard J. Rothman - Tax
    Theodore (Ted) Ruthizer - Immigration
    Robert T. Schmidt - Bankruptcy & Creditor/Debtor Rights
    Paul H. Schoeman - Criminal Defense: White Collar
    Naomi Schorr - Immigration
    Paul D. Selver - Land Use/Zoning
    Stephen R. Senie - Real Estate
    Michael T. Sillerman - Land Use/Zoning
    Howard T. Spilko - Mergers & Acquisitions
    Gary R. Tarnoff - Land Use/Zoning
    Eric A. Tirschwell - Criminal Defense: White Collar
    Jeffrey S. Trachtman - Bankruptcy & Creditor/Debtor Rights
    Neil R. Tucker - Real Estate
    Elise Wagner - Land Use/Zoning
    Jonathan M. Wagner - Intellectual Property Litigation
    Charles S. Warren - Environmental
    Ernest S. Wechsler - Securities & Corporate Finance
    Harold P. Weinberger - Intellectual Property Litigation
    Philip R. Weingold - Tax

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com/
-- is a premier, full-service law firm with offices in New York
and Paris.  Firm lawyers are leading practitioners in their
respective fields, who understand their clients' businesses,
demonstrate a strong focus on client service and offer innovative
and practical solutions.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.  The firm, its attorneys and practice
groups have received the highest rankings, awards and honors for
their work including from Best Lawyers, Chambers USA/Global,
Lawdragon 500, American College of Trial Lawyers, National Law
Journal, National Bankruptcy Conference, BTI Client Service All-
Star Team for Law Firms, Benchmark Litigation, Institutional
Investor, The International Who's Who of Corporate Immigration
Lawyers, Dealflow Media, Investment Dealers Digest, IP Law &
Business Almanac, Legal 500 (US and European), Real Estate Weekly
and M&A Advisor, among many others.  The firm has also been widely
honored for its strong commitments to pro bono, community service
and diversity efforts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Sept. 22-23, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYU Bankruptcy and Business Reorganization Workshop
        New York University School of Law, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 28, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Level Professional Development Program
        Weil, Gotshal & Manges LLP, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: September 22, 2010

                           *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***