TCR_Public/101001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 1, 2010, Vol. 14, No. 272

                            Headlines

+++++++: Case Summary & 7 Largest Unsecured Creditors
AEGIS MORTGAGE: US, Texas Object to Chapter 11 Plan
AFFINION GROUP: S&P Gives Negative Outlook, Affirms 'B+' Rating
ALMATIS GROUP: Emerges From Chapter 11
AMARANTH ADVISORS: U.S. Judge Certifies Suit as Class Action

AMERICAN INT'L: Unveils 3-Part Plan to Repay U.S. Government
AMERICAN INT'L: Sells Japan Units for $4.8BB to Prudential Fin'l
AMERICAN MEDICAL: S&P Raises Corporate Credit Rating to 'BB+'
AMERICAN SAFETY: Exec. Defends Tough Stance on Energizer Offer
AMSCAN HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive

AVENTINE RENEWABLE: Makes Quarterly Distribution of Common Stock
BELL, CALIFORNIA: County Supervisors Seek Receivership
BELL FURNITURE: Case Summary & 20 Largest Unsecured Creditors
BLOCKBUSTER INC: Intends to Pay Prepetition Taxes & Assessments
BLOCKBUSTER INC: Proposes to Continue Insurance Programs

BLOCKBUSTER INC: Proposes to Tap A&M for Restructuring Officers
BLOCKBUSTER INC: Wins Approval for KCC as Claims & Notice Agent
BLUE ACQUISITION: Moody's Assigns 'Caa1' Rating on $900 Mil. Notes
BOSTON GENERATING: Auction Faces Creditor Opposition
BRIGHAM EXPLORATION: Director Reynolds Sells 11,000 Shares

BURGER KING: S&P Retains CreditWatch Negative on 'BB-' Rating
CANO PETROLEUM: Unveils Update on Strategic Alternatives Review
CATHOLIC CHURCH: Curry Request to Liquidate Claims Denied
CATHOLIC CHURCH: Del. Court Amends Stay Order for Defendants
CATHOLIC CHURCH: Del. Court Enters 12th Order on Inv. Withdrawals

CENTAUR LLC: Wants Solicitation Exclusivity Extended Until Dec. 31
BELL, CALIFORNIA: County Supervisors Seek Receivership
CANNON RANCH: Case Summary & 10 Largest Unsecured Creditors
CITIGROUP INC: Treasury Has Recouped 90% of $45BB TARP Loan
COAST CRANE: U.S. Trustee Appoints 7 Members to Creditors Panel

COAST CRANE: Taps K&L Gates as Bankruptcy Counsel
CENTRAL JERSEY: N.J. Appeals Court Affirms Eviction Order
COLONIAL BANCGROUP: FDIC-Receiver Wants to Exercise Set-off Rights
CRYPTOMETRICS INC: Proposes Credit-Bid Sale to Insiders
DENNY'S CORP: EVP and COO Rodriguez Acquires 9,300 Shares

DHILLON PROPERTIES: Plans to Sell Holiday Inn After Emergence
DIGITALGLOBE INC: S&P Raises Corporate Credit Rating to 'BB'
DISH NETWORK: Ergen Entities Report Equity Stake
DOLLAR THRIFTY: Shareholders Reject Hertz Merger
EASTMAN KODAK: Officers Report Acquisition of Shares

ELECTRONIC GAME: Files Chapter 7 Petition
EMMIS COMMS: Smulyan Serves Notice Terminating Merger Deal
ENERTECH ENVIRONMENTAL: S&P Junks Rating on $130 Mil. Tax Bonds
ENVIRONMENTAL INFRASTRUCTURE: Posts $363,900 Net Loss in June
FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares

FAIRLAWN BURIAL: In Receivership; To Be Sold to StoneMor
FIRST FEDERAL BANCSHARES: Earns $637,000 in June 30 Quarter
FORBES ENERGY: S&P Affirms 'CCC' Corporate Credit Rating
FULTON HOMES: Schedules Nov. 28 Confirmation Hearing
GARLOCK SEALING: Files Rule 2015.3 Report for September 2010

GENERAL EMPLOYMENT: Receives Notice of Extension From NYSE Amex
GENERAL MOTORS: JD Norman Won't Purchase Indianapolis Plant
GENERAL MOTORS: New GM to Court International Investors
GENERAL MOTORS: Renault's Ghosn Remains Keen on Tie-Up
GENERICS INTERNATIONAL: Moody's Reviews 'B3' Corp. Family Rating

GEORGE CHOU: Voluntary Chapter 11 Case Summary
GEOSPATIAL HOLDINGS: Posts $1.5 Million Net Loss in June 30 Qtr.
GEOEYE INC: S&P Raises Corporate Credit Rating to 'B+'
GREAT LAKES: Management Changes Won't Affect Moody's 'B2' Rating
HARRISBURG, PA: Council Rejects Adviser for Out-of-Court Option

HEALTHSOUTH CORP: Moody's Upgrades Corporate Family Rating to 'B1'
HEALTHSOUTH CORP: S&P Raises Corporate Credit Rating at 'B'
HERITAGE FUNERAL: In Receivership; To Be Sold to StoneMor
HP DISTRIBUTION: GECC Leases Aren't Disguised Financing Pacts
HPT DEVELOPMENT: Fine Tunes Chapter 11 Plan of Reorganization

ICON HEALTH: Moody's Assigns Corporate Family Rating at 'B1'
ICON HEALTH: S&P Assigns 'B' Corporate Credit Rating
IMPATH INC: Trustee Discloses Next Distribution to Holders
INSIGHT HEALTH: S&P Downgrades Corporate Credit Rating to 'CC'
INTELSAT SA: Unit Completes Consent Solicitations of 2014 Notes

JOECELESTIN CIVIL: Voluntary Chapter 11 Case Summary
KENTUCKIANA MEDICAL: Gets Final Nod for $100,000 in DIP Loans
KENTUCKIANA MEDICAL: Gets Interim OK to Use $2MM of Cash Coll.
KENTUCKIANA MEDICAL: Asks for Approval of Seiller as Counsel
KLAAS TALSMA: May Hire Professional with Claim

LAS VEGAS SANDS: Moody's Assigns 'B2' Ratings on Senior Notes
LCD HOLDING: Case Summary & 16 Largest Unsecured Creditors
LEGACY AT JORDAN: Cash Collateral Hearing Continued Until Nov. 30
LEGACY AT JORDAN: Plan Confirmation Hearing Set for November 30
LEHMAN BROTHERS: Asia Units Sets Dec. 10 Deadline for Claims

LEHMAN BROTHERS: LBI Trustee Terminates 2 Engagement Letters
LEHMAN BROTHERS: LBI Wants to File Brief in Swedbank Appeal
LONGYEAR PROPERTIES: Section 341(a) Meeting Scheduled for Oct. 25
M/I HOMES: S&P Gives Negative Outlook, Affirms 'B-' Rating
MALIBU ASSOCIATES: Plan Hinges on Resolution of U.S. Bank Claim

MAMMOTH HENDERSON: Case Summary & 14 Largest Unsecured Creditors
METRO-GOLDWYN-MAYER: Carl Icahn Acquires 10% of Debt
NEWPARK RESOURCES: S&P Assigns 'CCC+' Rating on $150 Mil. Notes
NIELSEN CO: S&P Raises Corporate Credit Rating to 'B+'
OMNOVA SOLUTIONS: Moody's Upgrades Corporate Family Rating to 'B1'

ORLEANS HOMEBUILDERS: Plan Confirmation Hearing Set for Nov. 16
OTTER TAIL: Wants Access to $11.5-Mil. of Cash Collateral
PACIFIC ETHANOL: To Repurchase 20% Stake in 4 Plants
PHILLIP KEITH: Court Converts Case to Chapter 7 Liquidation
PROTOSTAR LIMITED: Kiskadee Comms. Balks at Chapter 11 Plan

RAYMOND PROFESSIONAL: Ill. Ct. Denies Bid to Stay Pope Judgment
RHC LLC: Case Summary & 5 Largest Unsecured Creditors
ROCK & REPUBLIC: Still Crafting Plan, Receives Offer to Buy Assets
SEARS HOLDINGS: Moody's Assigns 'Ba1' Rating on $665 Mil. Notes
SEARS HOLDINGS: S&P Assigns 'BB+' Rating on $665 Mil. Notes

SERVICE1ST BANK: Shareholders Approve Western Liberty Merger
SHANE CO: Plan Includes Full Payment Over Time
SIENA INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
SIENA RAINBOW: Case Summary & 4 Largest Unsecured Creditors
SINCLAIR BROADCAST: Secretary Duncan Sells Class A Shares

SMART ONLINE: Atlas Capital Amasses 40% Equity Stake
SMURFIT-STONE: Disputes $221-Mil. Claim by Finance Unit
ST JOSEPH: Moody's Reviews 'Ba3' Rating on Series 1999 Bonds
STEVE PAIGE: 10th Cir. Rebuffs Disgruntled Plan Proponent
SUPERIOR ACQUISTIONS: Case Summary & Creditors List

TAGISH LAKE: New Pacific Discloses Take Up Figures for Shares
TECH REALTY: Case Summary & Largest Unsecured Creditor
TELKONET INC: New Directors Report Equity Stake
THINKFILM LLC: Yellow Mag Seeks to Lift Protection Shield
THIRTEEN OASIS: To Sell in Commercial Property Auction

THOMPSON PUBLISHING: Gets Interim Nod to Obtain DIP Financing
TOUSA INC: Paulson & Co. Buys Western Business
TOWN & COUNTRY: Case Summary & 12 Largest Unsecured Creditors
TRANSDIGM INC: S&P Puts 'B+' Rating on CreditWatch Negative
TRICO MARINE: Taps Postlethwaite & Netterville as Accountants

TRICO MARINE: Wants to Hire PwC as Independent Accountants
TRICO MARINE: Wants to Hire Ernst & Young LLP as Tax Advisors
TRONOX INC: Court Approves Disclosure Statement
TRONOX INC: Opposes Equity Holders' $185MM Rights Offering
TRONOX INC: Reduces Distribution Network to Four

TRUMP ENTERTAINMENT: R. Griffin Takes Over as CEO of Reorg. Entity
UAL CORP: Advises Stock Plan Participants on Merger Impact
ULTIMATE ESCAPES: Gets Objection to "Aggressive" Sale Timeline
ULTIMATE ESCAPES: Sues Competitor for Luring Customers
VENETIAN CASINO: Moody's Assigns 'B2' Ratings on Senior Notes

WORKFLOW MANAGEMENT: Files for Chapter 11 with Plan
WORKFLOW MANAGEMENT: Case Summary & 30 Largest Unsecured Creditors

* Vultures Looking Elsewhere for Lack of Large Chapter 11s
* Judge Lifland Rails Against Late-in-the-Case Claims Buying

* BOOK REVIEW: The Health Care Marketplace

                            *********

+++++++: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: +++++++
        7235 S. Rainbow Blvd.
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-28257

Chapter 11 Petition Date: September 27, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Ste 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $2,155,860

Scheduled Debts: $2,968,738

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-28257.pdf

The petition was signed by Richard Olden, managing member of Olden
Enterprises, LLC.


AEGIS MORTGAGE: US, Texas Object to Chapter 11 Plan
---------------------------------------------------
The U.S. government and the Texas counties of Dallas and Harris
have objected to Aegis Mortgage Corp.'s Chapter 11 plan, saying it
does not provide for interest on back taxes, according to
Bankruptcy Law360.  The Plan, according to Law360, doesn't give
full value for taxes owed to the state and federal governments
since 2007 and improperly restricts the ability of Texas and the
U.S. Internal Revenue.

Bankruptcy Judge Brendan L. Shannon will consider on October 20,
2010, at 10:00 a.m., ET, the confirmation of the Plan.

According to the Disclosure Statement, the Plan provides for the
distribution of proceeds from the Debtors' various sales of their
assets.  The Plan proposes to substantially consolidate the
estates.

Pursuant to the Plan, the Debtors will ultimately be dissolved and
all existing interests in the Debtors will be extinguished and
cancelled.

               Treatment of Claims & Interests

   Class                                  Estimated Recovery
   -----                                  ------------------
    2 - Secured Claims                          100%

    3 - Convenience Claims                       20%

    4 - Consolidated Debtors
        Unsecured Claims                       5% - 15%

    5 - Consolidated Debtors
        EPD/Breach Claims                      5% - 15%

    6 - Velazquez claims                     not applicable

    7 - Aegis REIT Unsecured Claims           de minimis

    8 - Aegis REIT EPD/Breach Claims          de minimis

    9 - Intercompany Claims                       0%

   10 - Consolidated Debtors Equity Interest      0%

   11 - Aegis REIT Preferred Stock
         Equity Interests                     0% or de minimis

   12 - Aegis REIT Common Stock Equity
         Interests                                0%

The deadline for returning completed ballots is 7:00 p.m. on
September 28.  Ballots must be received by the Debtors' claims
agent at these addresses:

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

                 About Aegis Mortgage Corporation

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- provided mortgage loan products to
brokers.

The Company together with 10 affiliates filed for Chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).
Laura Davis Jones, Esq., Henry C. Kevane, Esq., David M.
Berthenthal, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as
counsel to the Debtors.  The Official Committee of Unsecured
Creditors is represented by Landis Rath & Cobb LLP.  Aegis
disclosed $138,265,342 in assets and $4,125,470 in liabilities as
of the Petition Date.


AFFINION GROUP: S&P Gives Negative Outlook, Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Affinion Group Inc. to negative from stable and
affirmed its ratings on the company, including the 'B+' corporate
credit rating.  S&P also assigned its 'B+' corporate credit rating
to Affinion Group Holdings Inc. The outlook is negative.

At the same time, S&P assigned issue-level and recovery ratings to
Affinion Group Holdings Inc.'s privately placed Rule 144A
$325 million of senior notes due 2015.  S&P assigned the notes an
issue rating of 'B-' (two notches lower than the 'B+' corporate
credit rating on the company) with a recovery rating of '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default.  The company plans
to use proceeds to refinance its $291 million pay-in-kind (PIK)
senior unsecured term loan due March 1, 2012.  (For the complete
recovery analysis, see Standard & Poor's recovery report on
Affinion to be published on RatingsDirect following the release of
this report.)

Pro forma total debt was $2.0 billion as of June 30, 2010.

"The outlook revision to negative reflects the company's weak
near-term operating outlook, increasing debt leverage, and the
financial risk associated with the proposed refinancing," said
Standard & Poor's credit analyst Hal F. Diamond.  The transaction,
while extending the nearest debt maturity, drives cash interest
expense slightly higher and discretionary cash flow lower due to
the replacement of low-cost pay-in-kind (PIK) debt with higher
coupon cash pay debt.  Also, operating company, Affinion Group
Inc., has a thin pro forma cushion of compliance with its
restricted payments test of 5x that permits it to pay dividends to
parent, Affinion Group Holdings Inc., so that the holding company
can pay cash interest on its debt.

S&P expects that EBITDA will weaken in the second half of 2010,
due to the company's plan to increase marketing investment and
commissions to restore revenue growth.  S&P also anticipates that
full-year EBITDA, excluding the impact of the June 2010 Connexions
acquisition, will be relatively flat.  S&P's 2010 base case
suggests lease-adjusted gross debt leverage will rise to roughly
6.6x in 2010, slightly below its 7x target for Affinion at a 'B'
corporate credit rating.  As a result, the margin of compliance
with Affinion's operating company restricted payments test of 5x
will likely narrow.  S&P expects debt leverage to decline modestly
in 2011, based on its outlook for a slight uptick in performance
as a result of recent investment.

The 'B+' corporate credit rating reflects S&P's expectation that
leverage at Affinion Group will remain high over the intermediate
term as the company continues its acquisitive growth strategy.
Affinion's business risk profile is weak, in S&P's assessment,
because of continued membership attrition in many of Affinion's
services, some affinity partner concentration (especially in the
financial services industry), and competitive pressures in the
membership marketing business.  The company's leading position in
membership marketing and recurring revenue streams from renewals
are modest positives that do not offset these risks.

Affinion is a direct marketer of membership, insurance, and credit
card ancillary services, primarily sold under the names of
affinity partner institutions, such as financial institutions and
retailers.  The company's top 10 U.S. marketing partners generated
about 71% of U.S. membership revenue in 2009 and represented 45%
of total revenue.  This suggests some concentration risk, but the
actual risk is lower because Affinion typically controls and
retains the underlying existing retail customer relationships.
The vast majority of its marketing agreements allow the company to
extend or renew memberships and to bill and collect associated
membership fees following any termination.

The negative outlook incorporates S&P's expectation that debt
leverage will remain high.  The outlook also reflects risks
associated with management's willingness to finance acquisitions,
and possibly additional special dividends, with debt.  S&P could
lower the rating if Affinion is unable to trim its leverage
because of further debt-financed acquisitions or because operating
performance deteriorates in 2011.  More specifically, if debt to
EBITDA approaches 7.0x because of borrowing to pay sponsor
dividends or because of acquisitions at high multiples that add
almost no EBITDA, S&P would probably lower the rating.  Another
scenario that could lead to a downgrade would be if the company is
unable to reduce leverage because revenues and EBITDA decline
roughly 3% and 10%, respectively, in 2011 in part because of a
resumption in member attrition.

S&P regards an upgrade to 'BB-' a less likely scenario, involving
consistent improvement in overall profitability, with stabilizing
trends in membership levels, positive discretionary cash flow, and
financial policies that support progress in reducing leverage and
widening the margin of compliance with financial covenants.


ALMATIS GROUP: Emerges From Chapter 11
--------------------------------------
The Almatis Group'a plan of reorganization, which was confirmed by
the United States Bankruptcy Court for the Southern District of
New York on September 20, 2010, became effective allowing Almatis
to complete its financial restructuring and emerge from
Chapter 11.

"[The] successful emergence from Chapter 11 after just five months
allows us to turn our full attention to the growth and development
of business again," stated Remco de Jong, CEO of Almatis.  "As we
have said before, we are emerging from Chapter 11 as a stronger
company with significantly reduced debt and a strongly operating
business.  With this stronger financial footing and the support of
DIC, who continues to be our majority shareholder, we are able to
invest and pursue growth opportunities for the business."

Remco de Jong added: "We would also like to thank our customers,
suppliers, business partners, lenders and employees for their
support throughout this process.  The commitment of our
stakeholders was instrumental in effectuating the necessary
financial restructuring."

Pursuant to the Plan, the existing senior debt was repaid in full.
In addition, the junior lenders to Almatis will receive new PIK
Notes and a 40% equity stake in the Almatis Group in exchange for
their old claims.  In exchange for a new $100 million equity
investment, DIC will retain a 60% equity stake in the Almatis
Group.  Financing for the distributions under the Plan was
provided from the new DIC equity investment and from approximately
$565 million in new debt underwritten by GSO Capital Partners,
Sankaty Credit Opportunities IV, and GoldenTree Asset Management.
An additional $50 million revolving credit facility is provided by
Bank of America, Merrill Lynch International and several units of
JP Morgan Chase.  As a result of the occurrence of the effective
date of the Plan, Almatis will also pay in full all outstanding
prepetition claims of trade vendors expeditiously.

                        About Almatis

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


AMARANTH ADVISORS: U.S. Judge Certifies Suit as Class Action
------------------------------------------------------------
U.S. District Judge Shira A. Scheindlin ruled Tuesday that
Amaranth Advisors LLC, the hedge fund that collapsed in 2006 after
losing $6.6 billion on energy trades, must face a class-action
lawsuit in which it is accused of market manipulation, American
Bankruptcy Institute reports.

Amaranth Advisors, based in Greenwich, Connecticut, with offices
in Toronto, Canada, London, England and Singapore, was an
investment management firm.  Amaranth specialized in a broad
spectrum of alternative investments and trading strategies,
through a multi-strategy investment fund and fund dedicated to
long-short equities.

Amaranth Advisors collapsed in 2006.  Amaranth faces suits after
disclosing in September that year that it had lost 35%, or
approximately $6 billion, of the value of its natural gas bets due
to a dramatic move in gas prices.  Amaranth transferred its energy
portfolio to Citadel Investment Group and J.P. Morgan Chase & Co.
following the loss announcement.


AMERICAN INT'L: Unveils 3-Part Plan to Repay U.S. Government
------------------------------------------------------------
American International Group Inc., on Thursday said it has entered
into an agreement-in-principle with the U.S. Department of the
Treasury, the Federal Reserve Bank of New York, and the AIG Credit
Facility Trust designed to repay all its obligations to American
taxpayers and position AIG as strong, independent, and worthy of
investor confidence.

The plan involves three key components:

     1. Repaying and Terminating the FRBNY Credit Facility with
        AIG: AIG owes the FRBNY approximately $20 billion in
        senior secured debt under the FRBNY credit facility. Under
        the plan, AIG expects to repay this entire amount and
        terminate the FRBNY senior secured credit facility with
        resources from the parent as well as with proceeds from a
        variety of asset dispositions underway, including the
        initial public offering of its Asian life insurance
        business, American International Assurance Company Ltd.,
        and the pending sale of its foreign life insurance company
        American Life Insurance Company to MetLife, Inc.

     2. Facilitating the Orderly Exit of the U.S. Government's
        Interests in Two Special Purpose Vehicles That Hold AIA
        and ALICO:  The FRBNY holds preferred interests in two
        AIG-related SPVs totaling approximately $26 billion.  AIG
        will draw down up to $22 billion of undrawn Series F funds
        available to the company under the Troubled Asset Relief
        Program to purchase an equal amount of the FRBNY's
        Preferred interests in the SPVs.  AIG will then
        immediately transfer these preferred interests to the U.S.
        Treasury as part of its consideration for the Series F
        preferred shares.  AIG also will apply proceeds from
        future asset monetizations, including the announced sales
        of the AIG Star Life Insurance Co. and AIG Edison Life
        Insurance, to retire the remainder of the FRBNY's SPV
        Preferred interests.  When these transactions are
        completed, AIG expects that it will have repaid the FRBNY
        in full.  To retire the U.S. Treasury's preferred
        interests in the SPVs, AIG will apply the proceeds of
        future asset monetizations, including its remaining equity
        stake in AIA and the equity securities of MetLife that AIG
        will own after the sale of ALICO to MetLife closes.

     3. Retiring AIG's Remaining TARP Support and Series C
        Preferred Shares.  AIG has approximately $49.1 billion of
        TARP preferred shares outstanding. Under the plan, the
        U.S. Treasury is expected to receive approximately 1.655
        billion shares of AIG common stock in exchange for the
        $49.1 billion of TARP Series E and Series F preferred
        shares and the Series C preferred shares currently held by
        the AIG Credit Facility Trust. In addition, AIG will issue
        up to 75 million warrants with a strike price of $45.00
        per share to existing common shareholders. Upon the
        exchange, the U.S. Treasury will own 92.1% of the common
        stock of AIG.  The exchange will not be executed until the
        FRBNY credit facility is repaid in full.  After the
        exchange is completed, it is expected that over time the
        U.S. Treasury will sell its stake in AIG on the open
        market.

AIG expects to repay and terminate the FRBNY credit facility and
complete the issuance of common stock to the U.S. Treasury before
the end of the first quarter of 2011, subject to regulatory
approvals and other closing conditions.

Robert H. Benmosche, AIG President and Chief Executive Officer,
said, "With this plan, we remain on track to emerge with one of
the largest, most diversified property and casualty companies in
the world, a leading U.S. life insurance and retirement savings
operation, and other businesses that enhance this nucleus. As our
results this year underscore, AIG's core businesses are
financially strong, well-managed enterprises that are well-
positioned to deliver long-term value to all of our stakeholders.
With this plan underway, we can concentrate our full attention on
managing our businesses for the benefit of all of our
stakeholders."

"The exit strategy . . . dramatically accelerates the timeline for
AIG's repayment and puts taxpayers in a considerably stronger
position to recoup our investment in the company," said Treasury
Secretary Tim Geithner.  "While there is a lot of work ahead to
execute the terms of this agreement, today we are much closer to
seeing a clear path out.  AIG's Board of Directors and new
management team deserve credit for the substantial progress
they've made to lower the company's risk profile, refocus it
around core insurance businesses, and put it in a better position
to pay back taxpayers."

On December 1, 2009, AIG contributed the equity of each of AIA and
ALICO to separate SPVs in exchange for interests in the SPVs.
Under the terms of these transactions, the FRBNY received
preferred interests with a liquidation preference in the AIA SPV
of $16 billion and with a liquidation preference in the ALICO SPV
of $9 billion.  The liquidation preference of the preferred
interests represented a percentage of the estimated fair market
value of AIA and ALICO.  Until AIG divests a majority of its
common interests in AIA and ALICO, those entities will continue to
be consolidated in AIG's financial statements.

On March 8, 2010, AIG announced a definitive agreement for the
sale of ALICO, one of the world's largest and most diversified
international life insurance companies, to MetLife for
approximately $15.5 billion, including $6.8 billion in cash and
the remainder in equity securities of MetLife, subject to closing
adjustments.  This transaction is expected to close in the fourth
quarter of 2010.

On August 6, 2010, AIG disclosed that it intends to conduct an
initial public offering of AIA, by seeking a listing of AIA on the
Hong Kong Stock Exchange, subject to regulatory approvals and
market conditions.

On September 30, 2010, AIG announced that it has entered into a
definitive agreement to sell its Japan-based life insurance
subsidiaries, AIG Star Life Insurance and AIG Edison Life
Insurance, to Prudential Financial Inc., for a total purchase
price of $4.8 billion, comprising $4.2 billion in cash and $0.6
billion in the assumption of third-party debt.  AIG will continue
to grow its general insurance business in Japan.

                           *     *     *

The Wall Street Journal's Serena Ng, Deborah Solomon and Joann S.
Lublin report that hedge fund Fairholme Capital Management, which
owns over $1 billion of AIG stock on behalf of its shareholders
and clients, said it "strongly" supports the plan to return AIG to
independence and repay taxpayers.

The Journal also reports that Maurice R. "Hank" Greenberg, AIG's
former longtime leader who remains a shareholder and one of the
most-vocal critics of the AIG bailout, this week said he would not
spend "even a nickel" to buy more AIG shares and predicted the
government would take more than a decade to sell down its stake.

                             About AIG

Based in New York, American International Group, Inc. --
http://www.aig.com/-- is an international insurance organization
with operations in more than 130 countries and jurisdictions.  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.


AMERICAN INT'L: Sells Japan Units for $4.8BB to Prudential Fin'l
----------------------------------------------------------------
American International Group, Inc., on Thursday announced a
definitive agreement to sell its Japan-based life insurance
subsidiaries, AIG Star Life Insurance Co., Ltd., and AIG Edison
Life Insurance Company, to Prudential Financial, Inc., for a total
purchase price of $4.8 billion, comprising $4.2 billion in cash
and $600 million in the assumption of third-party debt.

AIG will retain and continue to grow its general insurance
business in Japan.

Prudential Financial is not related to U.K.-based Prudential plc,
which offered to acquire AIG's Asian life-insurance unit, AIA
Group Ltd.  The AIA deal fell through middle of this year after
AIG declined Prudential plc's scaled-down offer.

The sale of AIG Star and AIG Edison represents another step in
AIG's program to repay U.S. taxpayers and a key milestone in
achieving a complete exit of government support over time.

AIG Star and AIG Edison offer life, medical and annuity products
to individuals and groups through their captive agent, independent
agent, corporate and bancassurance channels. Together, the
companies have approximately 10,400 employees, including about
7,800 company career agents, as well as 5,500 independent agents.

Goldman, Sachs & Co. and J.P. Morgan Securities LLC acted as
financial advisors and Simpson Thacher & Bartlett LLP and
Nagashima Ohno & Tsunematsu served as legal advisors to AIG on
this transaction.

"The AIG Star and AIG Edison companies have been an important part
of the AIG family. Their strength and potential generated
significant interest in the capital markets, and given our
obligations to the U.S. government, AIG had to consider any
resulting bids carefully," said Robert Benmosche, AIG Chief
Executive Officer. "In addition to receiving a compelling offer,
we are pleased to have found a buyer who unequivocally supports
AIG Star's and AIG Edison's long-standing commitment to
outstanding customer service and innovative product offerings for
the benefit of policyholders."

The transaction is subject to the satisfaction of customary
closing conditions, including receipt of regulatory approval, and
is expected to close in the first calendar quarter of 2011.

As a result of the sales agreement, AIG expects to take a non-cash
pretax goodwill impairment charge of approximately $1.2 billion in
the third quarter.

                             About AIG

Based in New York, American International Group, Inc. --
http://www.aig.com/-- is an international insurance organization
with operations in more than 130 countries and jurisdictions.  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.


AMERICAN MEDICAL: S&P Raises Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on American Medical Systems Inc. to 'BB+'
from 'BB' because of the company's expanding operating margins,
improving financial risk profile, and continued sales growth
despite economic and competitive challenges.  In addition, the
company's senior secured credit facility is raised to 'BBB' from
'BBB-' and its senior convertible subordinated notes are going to
'BB-' from 'B+'.  Recovery ratings on these securities of '1' and
'6', respectively, are unchanged.

"The rating on Minnetonka, Minn.-based American Medical Systems
Inc., the operating subsidiary of American Medical Systems
Holdings Inc., reflects its relatively narrowly focus on solutions
to pelvic health conditions, and competitive pressures, despite
improving financial parameters," said Standard & Poor's credit
analyst Cheryl Richer.  Geographic diversity remains moderate with
28% of sales derived outside the U.S.

Notwithstanding AMS' well-established medical products, its fair
business risk profile reflects its concentration in men's and
women's pelvic health products, which respectively represent about
68% (including benign prostatic hyperplasia, or BPH therapy) and
32% of sales.  While demand for AMS' core products is bolstered by
the increasing needs of an aging population, the potentially large
and underpenetrated patient base in the pelvic health segment has
attracted sizable competitors, including Boston Scientific Corp.
and Johnson & Johnson.  Accordingly, currently unanticipated
product developments, or changes in medical treatment protocols
are potential risks.


AMERICAN SAFETY: Exec. Defends Tough Stance on Energizer Offer
--------------------------------------------------------------
Bankruptcy Law360 reports that Energizer Holdings Inc.'s bid to
acquire American Safety Razor Company LLC grew more hostile
Wednesday, as the besieged debtor put one of its executives on the
stand to justify the company's stance that Energizer would have to
commit to closing the deal regardless of the outcome of an
antitrust review.

The second-lien lenders of American Safety Razor are asking U.S.
Bankruptcy Court for the District of Delaware to (i) allow the
second-lien lenders to commence an investigation of the Debtors'
auction process; and (ii) order the appointment of an examiner or
a Chapter 11 trustee.

As reported in the Troubled Company Reporter on September 9, the
Debtors propose to sell their assets to RZR Acquisition Company,
LLC, RZR Holding Corporation, and USB AG, Stmford Branch in
exchange for their debt.  The Debtors had conducted an auction
where the Debtors selected the lenders over rival Energizer
Holdings Inc., which offered $301 million in cash.  American
Safety financial adviser Andrew Torgove, managing director of
Lazard Middle Market LLC, said the bid of Energizer, maker of
Schick shavers, raises too many antitrust issues.

BlackRock Kelso Capital Corp and GSO/Blackstone Debt Funds
Management LLC, who together hold about $49.2 million of American
Safety Razor's second-lien debt, oppose the sale to the first-lien
lenders group.  The second lien lenders are institutions
collectively holding approximately 33.7% of the $178.1 million
second lien bank debt owed by the Debtors.

In defending their request for a sale probe, the second-lien
lenders explained that they requested for an investigation to
ensure a more open process and correct adjudication.  The
examination would primarily cover how the Debtors and Lazard
Middle Market LLC, the investment banker, have run the process,
what has been communicated to potential bidders and refinancing
sources, what bids have been received, and what efforts have been
undertaken to insulate management's present deal with the first
lien lenders from alternative bidding.

In its motion, the second-lien lenders said that the management
are making excuses not to accept a far more attractive offer from
a third party.

Energizer, which owns ASR competitor Schick Razors, has been in
secret negotiations to purchase ASR since early August, according
to testimony from ASR financial adviser Andrew Torgove at the sale
hearing, Bankruptcy Law360 reports.

                       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.


AMSCAN HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Rating Services said it placed its 'B' corporate
credit rating and all other related ratings on Elmsford, N.Y.-
based Amscan Holdings Inc. on CreditWatch with positive
implications.  Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.

"The CreditWatch placement reflects S&P's view that Amscan's
financial profile has improved over the past year," said Standard
& Poor's credit analyst Linda I.  Phelps.  In addition, the
company's operating performance has been relatively stable over
the past few years as it benefits from its strong presence in the
niche party goods industry and the industry's somewhat recession-
resistant characteristics.

The company's credit metrics have improved as a result of reduced
debt outstanding.  Amscan reduced total debt outstanding to
roughly $676 million as of June 30, 2010, as compared with
$711 million one year ago, with cash flow from operations.  The
company's free operating cash flow increased substantially over
the past year largely as result of improving profitability, better
inventory management, and lower capital expenditures.  S&P
estimate that adjusted total debt to EBITDA for the trialing 12
months ended June 30, 2010, was 4.5x, down from 5.2x in the same
year-ago period.  EBITDA interest coverage increased to 3.7x for
trialing 12 months ended June 30, 2010, up from 2.9x in the same
year ago period, in part due to lower interest expense over the
past year.  These measures are strong compared with the 'B' rating
medians.

The CreditWatch listing reflects Amscan's improved financial
profile.  In particular, if S&P believes the company is able to at
least sustain its current level of operating performance and an
adjusted debt to EBITDA of under 4.5x, S&P may raise its ratings
one notch.


AVENTINE RENEWABLE: Makes Quarterly Distribution of Common Stock
----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc. has commenced a pro rata
quarterly distribution of shares of the company's common stock to
holders of the company's former 10% senior unsecured notes due
2017, or the old notes, and to holders of allowed general
unsecured claims against the bankruptcy estate of the company.  In
connection with the quarterly distribution of shares, 32,935
shares of common stock are being distributed to holders of old
notes and 10,896 shares are being distributed to holders of
allowed general unsecured claims.

The shares are being distributed pursuant to the terms of the
Debtors' First Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code Dated as of January 13, 2010, confirmed
by the U.S. Bankruptcy Court for the District of Delaware on
February 24, 2010, under which the company emerged from Chapter 11
bankruptcy protection on March 15, 2010.

Including this quarterly distribution the company will have issued
approximately 7.4 million shares of common stock, with
approximately 1.2 million shares left for further distributions.
As of September 30, 2010, approximately 20 claims of recovery from
the company's bankruptcy case remain disputed, although the claims
continue to be reduced by virtue of the ongoing claims
reconciliation process.

The CUSIP number of the shares of common stock of the company is
05356X700.

                    About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  James L. Patton,
Esq., Joel A. Waite, Esq., Matthew Barry Lunn, Esq., and Ryan M.
Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serve as
bankruptcy counsel to the Debtors.  Dennis A. Meloro, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, represent
the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable estimated between $100 million and $500 million each in
assets and debts.

The Court confirmed on February 24, 2010, the Company's plan of
reorganization.  The Company emerged from Chapter 11 on March 15,
2010.


BELL, CALIFORNIA: County Supervisors Seek Receivership
------------------------------------------------------
City News Service reports that the Los Angeles County Board of
Supervisors called on the state attorney general to appoint a
receiver to take over the day-to-day management of the city of
Bell, California.

According to the report, on a 4-0 vote, with Supervisory Mike
Antonovich absent, the board approved a motion by Sup. Gloria
Molina calling on Atty. Gen. Jerry Brown to "use every legal
measure at his disposal . . .  to immediately prevent any
potential for continuing harm to the residents of Bell."

The report notes Ms. Molina's motion, written before arrests of
eight current and former Bell officials, also calls on Brown to
prohibit the Bell City Council from appropriating any funds or
entering into an contracts on behalf of the city.

The report says Bell's acting city attorney Jamie Casso told a
KFWB-Radio, 1070 reporter that placing the city in receivership
would be extremely difficult, and would likely require a court
order since Bell is a charter city.  Mr. Casso, the report
relates, also called the action unnecessary, since all city and
council actions are under close scrutiny as a result of the on-
going investigations.

Adding to the growing list of allegations of wrongdoing by current
and former city officials and employees, state Controller John
Chiang said that an audit by his office has found that Bell's
internal financial controls were "virtually non-existent, the
report notes.

Mr. Chiang, the report relates, said that there were "no
accounting controls, no checks or balances, and the general fund
was run like a petty cash drawer."  Rizzo had complete control
over how city funds were spent, and he used personal funds for
personal gain, he added.


BELL FURNITURE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bell Furniture, Inc.
          dba Reno Gallery of Furniture
              Mattress World
              Reno Gallery of Furniture Superstore
        3405 Kietzke Lane
        Reno, NV 89502

Bankruptcy Case No.: 10-53870

Chapter 11 Petition Date: September 27, 2010

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

Judge: Gregg W. Zive

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

Scheduled Assets: $544,230

Scheduled Debts: $2,183,926

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-53870.pdf

The petition was signed by Mark Bell, president.


BLOCKBUSTER INC: Intends to Pay Prepetition Taxes & Assessments
---------------------------------------------------------------
Blockbuster Inc. and its units seek the Court's authority, but not
direction, to pay in their sole discretion, all prepetition taxes
and assessments to various state and local taxing authorities,
including those obligations subsequently determined upon audit to
be owed during the postpetition period, as and when they become
due.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that the estimated total amount of
prepetition Taxes and Assessments will not exceed $18,000,000.

Each of the Taxes and Assessments incurred by the Debtors can be
classified according to these categories:

  (a) sales and use taxes;
  (b) franchise and income taxes;
  (c) real and personal property taxes; and
  (d) business license assessments, annual report taxes and
      other charges and assessments.

The Debtors estimate that, as of the Petition Date:

  -- $8,600,000 in prepetition Sales Taxes and Use Taxes have
     accrued, but have not yet been paid;

  -- they owe $1,500,000 in accrued and unpaid Franchise and
     Income Taxes, many of which represent prepetition
     assessments paid in arrears and others of which represent
     amounts assessed in advance in respect of the applicable
     Debtor's estimated operations for the remainder of 2010;

  -- $300,000 in Real Property Taxes and approximately
     $7,000,000 in Personal Property Taxes have accrued, but
     have not yet been paid; and

  -- the cost associated with various licenses, permits and
     other assessments total $200,000, including their
     obligations under various permitting and licensing
     requirements and miscellaneous business permits.

Mr. Karotkin contends that Blockbuster operates 3,306 retail
stores across all 50 states of the United States of America and
its territories, and any disputes that could impact Blockbuster's
ability to conduct business in a particular jurisdiction could
have a wide-ranging and adverse effect on Blockbuster's operations
as a whole.

Hence, Mr. Karotkin argues, ample cause exists to authorize the
payment of the prepetition Taxes and Assessments because certain
of the Taxes and Assessments are trust fund taxes and not property
of the estates, and may be entitled to priority status pursuant to
Section 507(a)(8) of the Bankruptcy Code, among other reasons.

The Court granted the request on an interim basis.  A hearing will
be held on October 19, 2010, to consider its final approval.

                       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 Continue Insurance Programs
--------------------------------------------------------
In connection with the operation of their business, Blockbuster
Inc. and its Debtor affiliates maintain various property,
casualty, workers' compensation and management liability related
insurance programs through several different insurance carriers.

The Insurance Carriers provide the Debtors with insurance coverage
for liabilities relating to, among other things, general
commercial claims, property damage, workers' compensation,
automobile damage, general foreign liability, directors' and
officers' liability, fiduciary liability, crime, excess umbrella,
and various other product, property related and general
liabilities.

By this motion, the Debtors seek the Court's permission to:

  (a) continue their Insurance Programs on an uninterrupted
      basis in accordance with the same practices and procedures
      as were in effect prior to the Petition Date, and to renew
      their Insurance Programs or obtain replacement coverage,
      as needed in the ordinary course of business without
      further Court approval; and

  (b) pay, in their sole discretion, all undisputed premiums,
      claims, deductibles, administrative fees, broker fees, and
      other obligations relating to the Insurance Programs, as
      applicable, that were or are due and payable, pre- or
      postpetition.

For the 2009/2010 policy period, the annual premiums for the
Insurance Programs totaled approximately $5.4 million.  Prior to
the Petition Date, the Debtors fully paid all of the premiums that
were due for the 2009/2010 policy period.

With respect to future obligations relating to the 2009/2010
policy period, the Debtors may be required to pay, from time to
time, towards the deductibles due under (i) the auto liability
policy, (ii) the workers' compensation policy, and (iii) the
property liability policy.  The Debtors may also have to make a
self-insured retention payment under the general liability policy.

The Debtors have begun renewing their Insurance Programs for the
2010/2011 policy period and expect to pay premiums towards these
new policies.

The Insurance Programs are necessary and essential to the
preservation of the value of the Debtors' business, property and
assets, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells the Court.  Maintaining the Insurance Programs
protects the value of the Debtors' bankruptcy estates by insuring
against property and personal damage and other matters, he
continues.

Blockbuster is required by state law, in the majority of
jurisdictions in which it has a retail store or distribution
center, to maintain workers' compensation coverage for employees
for claims arising from, or related to, their employment with the
Debtors, Mr. Karotkin asserts.  He adds that pursuant to the
guidelines established by the United States Trustee for the
Southern District of New York, the Debtors are obligated to remain
current with respect to a number of the Insurance Programs
throughout the Chapter 11 cases.

                         *     *     *

Judge Lifland authorized the Debtors on an interim basis to pay,
in their sole discretion, all Insurance Obligations, which become
due during the Interim Period as indicated by the Court at the
Interim Hearing on the record.

The Debtors are also authorized to (i) maintain their Insurance
Programs without interruption, on the same basis, and in
accordance with the same practices and procedures that were in
effect prepetition, and (ii) renew their Insurance Programs or
obtain replacement coverage, as needed, in the ordinary course of
business.

The Court will convene a hearing on October 19, 2010, to consider
final approval of the 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: Proposes to Tap A&M for Restructuring Officers
---------------------------------------------------------------
In consideration of the size and complexity of their business as
well as the exigencies of the circumstances, Blockbuster Inc. and
its units have determined that the services of experienced
restructuring managers will substantially enhance their attempts
to maximize the value of their estates.

For this reason, the Debtors seek the Court's authority to:

  (i) employ Alvarez & Marsal North America, LLC, to provide them
      with a chief restructuring officer and certain additional
      personnel; and

(ii) designate Jeffery J. Stegenga as chief their restructuring
      officer, nunc pro tunc to the Petition Date.

Mr. Stegenga is a managing director of A&M and serves as the
chairperson of the executive committee for A&M's North American
restructuring practice.  He has over 22 years of turnaround
advisory experience and has served as a senior officer or a lead
restructuring advisor to many large companies to assist with
stabilizing their financial condition, analyzing operations, and
developing appropriate business plans necessary for operational
and financial restructurings.

A&M and the CRO are intimately familiar with the Debtors'
businesses, financial affairs, and capital structure, explains
Roderick J. McDonald, Esq., Blockbuster Inc.'s vice president,
general counsel, and secretary.

Since A&M's initial engagement by the Debtors on April 26, 2010,
the A&M Professionals have worked closely with the Debtors'
management and other professionals in assisting with the myriad
requirements of the Chapter 11 cases.  Consequently, the Debtors
believe that A&M has developed significant relevant experience and
expertise regarding the Debtors, their operations and the unique
circumstances of these cases, Mr. McDonald says.

The Debtors propose to retain A&M to provide Mr. Stegenga as CRO
and to provide the Additional Personnel on the terms and
conditions set forth in the parties' engagement letter, dated
July 9, 2010.

Among other things, the A&M Personnel will support the Debtors
with respect to:

  (a) assisting the Debtors' finance personnel and financial
      advisors in a financial review of Blockbuster's business,
      including, but not limited to, a review and assessment of
      financial information that has been, and that will be,
      provided by the Debtors to their creditors, including
      without limitation the Debtors' short and long-term
      projected cash flows and business plans;

  (b) assisting in the management and analysis required for the
      Debtors' debtor-in-possession financing facility;

  (c) assisting in the identification and execution of cost
      reduction and operational improvement opportunities;

  (d) assisting in various real estate rationalization
      initiatives;

  (e) assisting in the performance of cost/benefit analyses
      related to non-store executory contracts and the
      assumption/rejection of each;

  (f) assisting the film team in the negotiation of interim
      studio accommodation agreements and long term studio
      supply contracts;

  (g) assisting in the discussions with and providing
      information to potential investors, secured lenders,
      official committees, the Office of the United States
      Trustee for the Southern District of New York as deemed
      necessary and appropriate by the Debtors;

  (h) assisting the overall financial reporting division in
      managing the administrative requirements of the Bankruptcy
      Code, including postpetition reporting requirements and
      claim reconciliation efforts;

  (i) assisting the Debtors and their other advisors in
      developing restructuring plans or strategic alternatives
      for maximizing the enterprise value of their various
      business lines;

  (j) serving as the principal contact with the Debtors' key
      constituents/creditors with respect to financial and
      operational matters; and

  (k) performing other services in connection with the
      restructuring process as reasonably requested or directed
      by Blockbuster's board of directors and other
      authorized Blockbuster personnel, consistent with the role
      played by A&M in this matter and not duplicative of
      services being performed by other professionals in these
      proceedings.

The Debtors will pay A&M for the services of the A&M Personnel at
the firm's customary hourly billing rates with the exception of
the CRO.  The Debtors will pay A&M a flat monthly rate of $130,000
in return for the services rendered to the Debtors by the CRO.
Any partial months will be pro-rated, based on the number of days
in the month.  The current hourly billing rates for Additional
Personnel are:

     Managing Director           $625-$675
     Director                    $425-$625
     Associate/Consultant        $325-$450
     Analyst                     $225-$300

The Debtors also propose to entitle A&M to receive an incentive
compensation of $2,000,000 for its services.  Pursuant to the
parties' Engagement Letter, the Completion Fee will be payable
upon the earlier of (a) the consummation of a Chapter 11 plan of
reorganization, or (b) the sale, transfer, or other disposition of
all or a substantial portion of the assets or equity of
Blockbuster in one or more transactions.  The final amount of the
fee will be subject to final approval by Blockbuster's board or
directors, and based on the timeframe and outcome of the
Engagement.

The Debtors will reimburse A&M for reasonable and necessary
expenses incurred in connection with the Chapter 11 Cases.

The Debtors will also indemnify and hold harmless A&M, its
affiliates and their shareholders, members, managers, employees,
agents, representatives, and subcontractors under certain
circumstances.  However, in no event will an Indemnified Person be
indemnified or receive contribution or other payment under the
Indemnification Agreement if a claim against an Indemnified Person
arose out of the bad-faith, self-dealing, breach of fiduciary
duty, gross negligence or willful misconduct on the part of the
Indemnified Person.

In the 90-day period immediately before the Petition Date, A&M
received payments, totaling $4,222,725, for services performed for
the Debtors.  A&M has applied these funds to amounts due for
services rendered and expenses incurred prior to the Petition
Date.  A precise disclosure of the amounts or credits held, if
any, as of the Petition Date, will be provided in A&M's first
report filed regarding compensation earned and expenses incurred,
relates Mr. McDonald.  The unapplied residual retainer, which is
estimated to total approximately $100,000, will not be segregated
by A&M in a separate account, and will be held until the end of
the Debtors' Chapter 11 cases and applied to A&M's finally
approved fees in these proceedings, unless an alternate
arrangement is agreed to by the Company, he says.

Mr. Stegenga assures the Court that A&M is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.  He further assures the Court that A&M will
conduct an ongoing review of its files to ensure that no conflicts
or other disqualifying circumstances exist or arise.  If any new
material facts or relationships are discovered or
arise, A&M will provide the Court with a supplemental declaration,
he says.

                       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 Approval for KCC as Claims & Notice Agent
---------------------------------------------------------------
Blockbuster Inc. and its units sought and obtained the Court's
authority to employ Kurtzman Carson Consultants LLC as their
official claims and notice agent in the Chapter 11 cases,
effective as of the Petition Date.

The Debtors anticipate that there will be more than 140,000
creditors and other parties-in-interest in their Chapter 11
cases.  In view of the number of anticipated creditors and
parties-in-interest given the broad based customer service nature
of their business, the Debtors believe that the appointment of KCC
is both necessary and in the best interests of all parties in
their Chapter 11 cases.

By appointing KCC as Claims Agent, the distribution of notices and
the processing of claims will be expedited, and the Office of the
Clerk of the Bankruptcy Court will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims, the Debtors aver.

Accordingly, the Court appointed KCC as agent for the Clerk of the
Bankruptcy Court and custodian of court records.  In line with
this development, KCC is designated as the authorized repository
for all proofs of claim filed in the Debtors' Chapter 11 Cases and
is authorized and directed to maintain official claims registers
for each of the Debtors.

In addition, KCC is tasked to:

  (a) notify all potential creditors of the commencement of
      the Chapter 11 Cases, the bankruptcy petitions, and of the
      setting of the first meeting of creditors, pursuant to
      Section 341(a) of the Bankruptcy Code, under the proper
      provisions of the Bankruptcy Code and the Federal Rules of
      Bankruptcy Procedure as determined by the Debtors'
      counsel;

  (b) maintain an official copy of Blockbuster's Schedules,
      listing Blockbuster Inc.'s known creditors and the amounts
      owed by Blockbuster to those creditors;

  (c) notify all potential creditors of the existence and amount
      of their claims as evidenced by the Debtors' books and
      records and as set forth in the Schedules;

  (d) furnish a notice of the last date for the filing of proofs
      of claims and a form for the filing of a proof of claim,
      after the notice and form are approved by the Court;

  (e) maintain a post office box for the purpose of receiving
      claims;

  (f) for all notices, file with the Clerk's Office an affidavit
      or certificate of service that includes a copy of the
      notice, a list of persons to whom it was mailed (in
      alphabetical order), and the date mailed, within seven
      days of service;

  (g) docket all claims received by the clerk's office, maintain
      the official claims registers for each Debtor on behalf of
      the Clerk's Office, and provide it with certified
      duplicate, unofficial Claims Registers on a monthly basis,
      unless otherwise directed;

  (h) specify, in the applicable Claims Register, these
      information for each claim docketed: (1) the claim number
      assigned; (2) the date received; (3) the name and address
      of the claimant and agent, if applicable, who filed the
      claim; and (4) the classifications of the claim;

  (i) record all transfers of claims and provide any notices of
      the transfers required by Rule 3001(e) of the Federal
      Rules of Bankruptcy Procedure;

  (j) relocate, by messenger, all of the actual proofs of claim
      filed with the Bankruptcy Court to KCC, not less than on a
      weekly basis;

  (k) upon completion of the docketing process for all claims
      received to date by the Bankruptcy Clerk's Office for each
      case, turn over to it copies of the Claims Register for
      its review;

  (l) make changes in the Claims Register pursuant to any
      applicable order of the Court;

  (m) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list
      will be available upon request by a party-in-interest or
      the Bankruptcy Clerk's Office;

  (n) assist with, among other things, solicitation and
      calculation of votes and distribution of as required in
      furtherance of confirmation of plan(s) of reorganization;
      and

  (o) thirty days prior to the close of the Debtors' Chapter 11
      cases, arrange to have submitted to the Court a proposed
      Order dismissing KCC as Claims Agent and terminating the
      services of KCC upon completion of its duties and
      responsibilities and upon the closing of the Chapter 11
      cases; file with the Court the final version of the Claims
      Register immediately before the closing of the Chapter
      11 Cases; and at the close of these cases, box and
      transport all original documents, in proper format, as
      provided by the Clerk's Office, to the Federal Archives
      Record Administration, located at Central Plains Region,
      200 Space Center Drive, in Lee's Summit, MO 64064.

KCC will also assist Blockbuster with, among other things:
(i) maintaining and updating the master mailing lists of
creditors; (ii) to the extent necessary, gathering data in
conjunction with the preparation of Blockbuster's Schedules;
(iii) tracking and administration of claims; and (iv) the
performance of other administrative tasks pertaining to the
administration of these Chapter 11 Cases as may be requested by
the Blockbuster or the Bankruptcy Clerk's Office in accordance
with the terms of the KCC Agreement.

In exchange for its services, KCC will be paid at the rates or
prices set by the firm in accordance with a fee structure, a copy
of which was not disclosed in papers filed in Court.

Where total fees and expenses are expected to exceed $10,000 in
any single month, KCC may require advance payment from the Debtors
due and payable upon demand and prior to the performance of
services.  If any amount is unpaid as of 30 days from the receipt
of the invoice, the Debtors will pay a late charge, calculated as
1-1/2% of the total amount unpaid every 30 days.

Before the Petition Date, Blockbuster paid KCC a retainer of
$75,000.  The Court ruled that KCC is entitled to hold the
retainer as security for postpetition expenses only, but not fees,
until the conclusion of the Debtors' Chapter 11 Cases.

The Debtors will also pay the reasonable out-of-pocket expenses
incurred by KCC in connection with services provided.

The Debtors will indemnify and hold harmless KCC, its officers,
employees and agents under certain circumstances, except in
circumstances of gross negligence or willful misconduct of the
Firm.

To reduce the administrative expenses related to KCC's
retention, Blockbuster sought and obtained the Court's approval to
pay KCC's undisputed fees and expenses as an administrative
expense of the Debtors' estates in the ordinary course of
business, without the filing of formal fee applications in
accordance with the provisions of the KCC Agreement.

Albert H. Kass, vice president of corporate restructuring services
of KCC, assures the Court that KCC neither holds nor represents
any interest adverse to the Debtors' estates in connection with
any matter on which it would be employed and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code, as defined in Section 101()4) of the Bankruptcy
Code, and as modified by Section 1107(b).

KCC will supplement its disclosure to the Court if any
facts or circumstances are discovered that would require
disclosure, Mr. Kass adds.

                       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)


BLUE ACQUISITION: Moody's Assigns 'Caa1' Rating on $900 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Blue
Acquisition Sub, Inc.'s proposed $900 million guaranteed senior
unsecured notes due 2018.  Blue Acquisition is a special purpose
entity which is in the process of acquiring the Burger King
Holdings, Inc.  In addition, Moody's affirmed all other ratings of
Blue Acquisition, including its B2 Corporate Family Rating and
Probability of Default Rating.  The outlook is stable.

                        Ratings Rationale

Proceeds from the proposed $900 million note offering along with
its $1.9 billion bank facilities, and $1.56 billion in common
equity contributed by an affiliate of 3G Capital will be used to
fund the acquisition of Burger King Holdings, Inc.  Upon
consummation of the transaction, Blue Acquisition will be merged
with and into BKH, with BKH being the surviving entity, and Burger
King Corporation assuming the debt obligations of Blue
Acquisition.

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

"The B2 CFR reflects the company's very weak debt protection
metrics pro forma for the acquisition and Moody's expectation that
historically high unemployment and high levels of promotional
activities by competitors will continue to pressure operating
performance" stated Bill Fahy, Moody's Senior Analyst.  "However,
the ratings also reflect Burger King's strong brand recognition,
meaningful scale, diversified day part which boosts returns on
invested capital, and good liquidity," stated Mr. Fahy.

The stable outlook reflects Moody's view that Blue Acquisition's
debt protection measures will improve over the next twelve months
despite persistently weak consumer spending as the company focuses
on debt reduction above and beyond required amortization.  The
stable outlook also reflects Moody's expectation that the company
will reduce leverage to under 6.5 times over the next twelve to
eighteen months and that it will maintain good liquidity.

New rating assigned;

  -- $900 million guaranteed senior unsecured notes due 2018,
     rated Caa1 (LGD 5, 83%)

Ratings affirmed are:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $150 million guaranteed senior secured revolving credit
     facility expiring 2015 at Ba3 (LGD 2, 28%)

  -- $1.75 billion guaranteed senior secured term loan B due 2016
     at Ba3 (LGD 2, 28%)

The ratings outlook is stable

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

Factors that could result in an upgrade include a sustained
strengthening of debt protection measures with debt to EBITDA of
under 5.0 times and EBITA coverage of interest of at least 2.0
times.  A higher rating would also require good liquidity.
However, a downgrade could occur in the event the company is
unable to strengthen debt protection metrics from current levels
while maintaining good liquidity.  Specifically, a downgrade could
occur if Burger King is unable to reduce debt to EBITDA over the
next twelve to eighteen months to below 6.5 times or if EBITA to
interest approached 1.1 time.  A deterioration in liquidity could
also result in a downgrade.

The last rating action for Blue Acquisition Sub, Inc, occurred on
September 24, 2010, when Moody's assigned initial ratings to Blue
Acquisition Sub, Inc, Corporate Family and Probability of Default
rating of B2.  The outlook was stable.

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,387 and franchises 10,787 Burger King hamburger quick
service restaurants.  Annual revenues are about $2.5 billion.


BOSTON GENERATING: Auction Faces Creditor Opposition
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that some creditors of Boston Generating LLC contend that
the company is moving too quickly with an auction for five
electric generating plants in the Boston area.

The Debtors intend to sell their business to Constellation
Holdings, Inc., for $1.1 billion, absent higher and better offers
for the assets.

The proposed bid procedures provide for these milestones:

     -- October 4, 2010, the last date by which potential
        bidders may deliver preliminary bid documents required to
        participate in the auction;

     -- October 25, 2010, at 4:00 p.m., prevailing Eastern Time,
        the deadline for objections to the sale and/or the
        assumption and assignment of assumed contracts or cure
        amounts related thereto;

     -- October 25, 2010, at 5:00 p.m. prevailing Eastern Time,
        the deadline by which all binding bids must be actually
        received pursuant to the bidding procedures;

     -- October 29, 2010, the date of the auction, if one is
        needed; and

     -- November 2, 2010, the date for the sale hearing.

A copy of the APA and proposed bidding procedures is available for
free at http://ResearchArchives.com/t/s?69df

                       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.  JPMorgan 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.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Boston Generating, LLC, and its debtor-affiliates asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ the law firm of Jager Smith P.C. as its
counsel.


BRIGHAM EXPLORATION: Director Reynolds Sells 11,000 Shares
----------------------------------------------------------
Stephen P. Reynolds, director at Brigham Exploration Co., disposed
of 11,000 shares of the Company's common stock on September 27,
reducing his stake to 112,277 shares.  He directly holds those
shares.  The sales prices ranged from a low of $18.02 per share to
a high of $18.0712 per share.

As of August 4, 2010, 116,610,421 shares were outstanding.

                    About Brigham Exploration

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

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

                          *     *     *

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

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

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


BURGER KING: S&P Retains CreditWatch Negative on 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on Miami-based Burger King Corp., a subsidiary of
Burger King Holdings Inc., will remain on CreditWatch with
negative implications.

"S&P placed the rating on CreditWatch on Sept. 2, 2010, after an
affiliate of 3G Capital Inc. (3G) announced that it had entered
into a definitive agreement to purchase the company for $24.00 per
share," said Standard & Poor's credit analyst Charles Pinson-Rose.

S&P is assigning a 'B?' issue-level rating and a '5' recovery
rating to the company's proposed $900 million senior unsecured
notes, which S&P expects to mature in 2018.  On Sept 24, 2010, S&P
stated that S&P expects to lower the corporate credit rating two
notches to 'B' with a stable outlook.  The rating on the notes
would be one notch below the expected corporate credit rating.
The '5' recovery rating indicates S&P's expectation of modest
(10%-30%) recovery of principal in the event of default.

The rating on Burger King reflects S&P's belief that it will be
difficult for the company to grow comparable-store sales in the
U.S. because of both its participation in the highly competitive
quick-service restaurant industry and the likelihood that domestic
unemployment will remained elevated in the near term.  S&P expects
that the company can improve operating performance through
international restaurant growth and cost management.  S&P also
expect Burger King to use most of its free cash flow generation to
reduce debt, leading to credit metric enhancement.  Nonetheless,
S&P expects the company to be highly leveraged in the near term.

3G will use $2.65 billion of funded debt to purchase the company,
which will weaken credit metrics substantially.  Pro forma
operating lease-adjusted debt to EBTIDA will increase to about
6.8x from 3.4x (at June 30, 2010, the end of fiscal 2010) and pro
forma lease-adjusted EBITDA coverage of interest will worsen to
about 1.8x from 4.0x.  Nonetheless, S&P does expect that Burger
King can enhance its credit metrics after the close of
transaction, but anticipate that the company will still be highly
leveraged over the next two years.  In S&P's view, the company's
highly franchised business model should allow for free cash flow
generation, even with the higher interest burden as the
transaction.


CANO PETROLEUM: Unveils Update on Strategic Alternatives Review
---------------------------------------------------------------
Cano Petroleum, Inc., on Thursday announced an update regarding
its ongoing strategic alternatives review and a cash flow
maximization plan for the near-term.

Upon the termination of its merger agreement with Resaca
Exploitation, Inc., Cano altered its operating strategy from
growth mode to a cash maximization mode.  As part of this effort,
Cano proceeded to reduce field-level and corporate general and
administrative expenses.  Cano has reduced the size of its Board
of Directors from six independent directors to two independent
directors.  The independent directors remaining are Donald W.
Niemiec and Garret Smith.  Cano also has implemented staffing
reductions as part of reducing the company's overall general and
administrative expense.  Additionally, certain field level
expenses which solely served the company's growth strategy have
been eliminated, thus increasing the company's net cash flows.

Cano Chairman and CEO, Jeff Johnson commented, "We would like to
thank our former directors Bill Powell, David Wehlmann, Randall
Boyd and Bob Gaudin for their service to Cano and its
shareholders. I am proud of the steps that our board and employees
have taken to streamline processes and reduce costs."

On September 24, 2010, the company's lenders delivered a
Reservation of Rights letter in response to Cano's inability to
deliver a letter of intent as specified in their Forbearance
Agreement.  Presently, the lenders have not taken any action in
conjunction with the delivery of this letter.  While Cano is in
compliance with its Asset Coverage Ratio covenant and continues to
meet its secured indebtedness interest payment obligations, Cano
is not in compliance with its Debt to EBITDA and EBITDA to
Interest covenants.

Per the NYSE Amex Company Guide, Section 610(b), Cano is providing
a press release notification of the fact that its auditor, Hein &
Associates, rendered a going concern opinion for the Company.
This opinion was previously disclosed in Cano's Form 10K filing
for the period ended June 30, 2010.

Cano Chairman and CEO, Jeff Johnson further commented, "I want to
express my appreciation to Cano's shareholders and lenders for
their support while we continue through our strategic alternatives
process."

                       About Cano Petroleum

Based in Forth Worth, Texas, Cano Petroleum, Inc. --
http://www.canopetro.com/-- is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet as of June 30, 2010, showed
$259.4 million in total assets, $96.8 million in total
liabilities, $26.5 million in temporary equity, and stockholders'
equity of $136.1 million.

As reported by the Troubled Company Reporter on September 28,
2010, the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CATHOLIC CHURCH: Curry Request to Liquidate Claims Denied
---------------------------------------------------------
On August 13, 2010, the United States Bankruptcy Court for the
District of Delaware ruled that the seven cases involving Francis
DeLuca and the case commenced by Joseph Curry may proceed with
their October 2010 trials in Delaware Superior Court before
President Judge Vaughn and Judge Scott, as to the Non-Debtor
Defendants.

Pursuant to Section 362(d)(1) of the Bankruptcy Code, Plaintiffs
of the 7 DeLuca cases, Mr. Curry and the Unofficial Committee of
98 Abuse Survivors ask the Bankruptcy Court to modify the
automatic stay to permit the liquidation/valuation of their claims
against the Catholic Diocese of Wilmington, Inc., at the upcoming
"DeLuca 7 and Curry trials".

Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in
Wilmington, Delaware, argues that the relief sought is reasonably
expected to substantially aid the bankruptcy process by
liquidating and valuing the claims of the Abuse Survivors, an
issue that (i) has repeatedly arisen in recent proceedings,
(ii) is key to settlement discussions, and (iii) will be at the
core of the coming plan process.

"Before this bankruptcy can be resolved, this Court will have to
value and liquidate the tort and personal injury claims of the
Abuse Survivors," Mr. Neuberger contends.  "As this bankruptcy has
progressed over the last 10 1/2 months, this has emerged as a key
issue.  Indeed, irrespective of how this case ultimately concludes
-- either by settlement or by plan -- the valuation of the abuse
claims remains key," he explains.

The Bankruptcy Court has been recently presented with conflicting
figures by different parties attempting to assess the "average"
value of an abuse claim, Mr. Neuberger relates.  He elaborates
that in Delaware cases, both in the Delaware Superior Court and in
the District of Delaware, against both the Diocese and religious
orders, the average settlement value has been $2,375,000.  He adds
that by way of comparison, the average settlement in the
Archdiocese of Los Angeles was $1,600,000 -- California being the
only other true comparable jurisdiction where window legislation
was enacted, thus, removing the statute of limitations impediment.

Yet despite the clear, undisputed Delaware values, numerous
parties-in-interest seek to downplay the previous and well
established values of the claims of the Abuse Survivors in the
hope of obtaining a greater proportion of the Diocese's estate as
part of a reorganization plan, Mr. Neuberger argues.  He alleges
that the pooled investment account participants have downplayed
the claims of the Abuse Survivors and somehow asserted that the
$237,000 per claim values from the Davenport, Iowa bankruptcy
purportedly should be used.

Mr. Neuberger argues that those assertions are clearly belied by
consideration of the Delaware priest sexual abuse settlement
values -- in cases drawing from settlements involving the Diocese
of Wilmington, the Oblates of St. Francis de Sales, Salesianum
School, the Premonstratension Fathers, the Norbertine Fathers of
Delaware, the Norbertine Fathers of Pennsylvania and Archmere
Academy -- the average of which is $2,375,000.  Thus, if there are
148 abuse survivors, the value of the claims would be
$351,000,000, dwarfing the claims by Lay Employees and, even more
significantly, almost negating the claims of the individual PIA
defendants, he points out.

                         *     *     *

Judge Christopher Sontchi denied the request "under the doctrine
of judicial estoppel."

In an amended order, Judge Sontchi cited as an example to his
ruling the Abuse Survivors' opposition to the Diocese's request
for temporary restraining order in the adversary proceeding
against tort claimants.  In the opposition, the Abuse Survivors
asserted that because the Diocese sought bankruptcy protection, a
trial without the Diocese is a trial without any legal theory
against the Diocese, and that it is "a trial without a special
verdict sheet having any factual determinations of liability,
compensatory or punitive damages against the Diocese."

The Diocese subsequently issued a statement saying that the relief
requested relating to it is moot because it has voluntarily agreed
not to seek removal with respect to the DeLuca 7 and Curry cases.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Del. Court Amends Stay Order for Defendants
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
amended order approving the Catholic Diocese of Wilmington, Inc.'s
request to extend automatic stay as to Non-Debtor Defendants.

In his Amended Order, Judge Christopher Sontchi extended the
automatic stay through and including September 24, 2010, except
with respect to certain cases.  The original order extended the
automatic stay through September 3.

Specifically, the stay with regard to the Non-Debtor Defendants
will no longer apply to eight cases pending in the Delaware
Superior Court, seven of which involves Francis DeLuca:

* John Doe #2 (C.A. No. 08C-06-017 (JTV));
* John Doe #3 (C.A. No. 08C-06-033 (JTV));
* John Doe #4 (C.A. No. 08C-10-028 (JTV));
* Vai (C.A. No. 08C-06-044 (JTV));
* Schulte (C.A. No. 08C-07-017 (JTV));
* Sowden (C.A. No. 08C-06-054 (JTV));
* Flanigan (C.A. No. 08C-05-040 (JTV)); and
* Joseph Curry (C.A. No. 08C-08-043 (CLS)).

Judge Sontchi ruled that the eight cases may now proceed against
the Non-Debtor Defendants as the presiding judge in each case sees
fit.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Del. Court Enters 12th Order on Inv. Withdrawals
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on a twelfth interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Christopher
Sontchi authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

  Pooled Investor           Aggregate Cap
  ---------------           -------------
  Diocese                     $5,400,000
  Foundation                     650,656
  Charities                      328,729
  Cemeteries                     279,500
  Corpus Christi                 164,000
  Siena Hall                     159,009
  Children's Home                151,316
  Holy Family                    135,897
  Seton Villa                    120,119
  Holy Cross                      50,000
  Our Lady of Lourdes             40,000
  Cathedral of St. Peter          25,000
  Our Mother of Sorrows           23,620
  St. Ann (Wilmington)            10,000
                               ---------
               Total          $7,537,846

Notwithstanding any other provision of the Interim Order, the
Custodian will have no liability for, or otherwise be in violation
of the Interim Order, for acting in accordance with the Custody
Agreement or processing any withdrawal or investment requests made
by the Diocese.

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b) of the Bankruptcy
Code.  The entities with which the Diocese's pooled investment
funds are deposited and invested will be excused from full
compliance with the requirements of Section 345(b) until 45 days
following the docketing of a final order directing compliance with
Section 345(b) as to specific accounts following the next hearing
on the requested relief.

Nothing contained in the Interim Orders will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

In the event Pooled Investment Funds or their proceeds transferred
by the Diocese to a non-debtor Pooled Investor pursuant to the
Interim Orders are determined to have been property of the
bankruptcy estate at the time of transfer, the transfer will be
presumed to have been an unauthorized postpetition transfer within
the meaning of Section 549(a)(2)(B) of the Bankruptcy Code,
provided that the presumption may be rebutted by a showing that
the transfer was made in the ordinary course of business within
the meaning of Section 363(c)(1) of the Bankruptcy Code.

In another order, Judge Sontchi authorized the Official Committee
of Unsecured Creditors to file under seal an exhibit to the
Committee's limited objection to St. Peter's withdrawal request.
The exhibit is St. Peter's balance sheet, which was provided to
the Creditors Committee on a confidential basis.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CENTAUR LLC: Wants Solicitation Exclusivity Extended Until Dec. 31
------------------------------------------------------------------
Centaur, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to extend its exclusive period to solicit acceptances for
the proposed Chapter 11 Plan until December 31, 2010.

As reported in the Troubled Company Reporter on September 13,
2010, U.S. Bankruptcy Judge Kevin Carey has approved the
disclosure statement explaining the Chapter 11 plan for Centaur
but requested further submissions from the Debtor and the
unsecured creditors committee to come to a decision on whether the
official committee of unsecured creditors will be allowed to
pursue $192 million in claims against the Debtor.

The Debtor explains that it needs more time to evaluate the filed
proofs of claim to identify particular categories of proofs of
claim that may be targeted for disallowance and expungement,
reduction and allowance or reclassification and allowance.

The Debtor also noted that the Court indicated that it will
approve the Disclosure Statement, that solicitation will commence
no earlier than October 15 and no later than October 20, and that
the hearing on the confirmation will commence on December 13.

The Debtor propose a hearing on the requested exclusivity
extension on November 2 at 11:00 a.m. (ET).  Objections, if any,
are due October 26 at 4:00 p.m.

                       About Centaur, LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.

The Company filed for Chapter 11 bankruptcy protection on March 6,
2010 (Bankr. D. Delaware Case No. 10-10799).  Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $500 million to $1 billion as of the Petition Date.


BELL, CALIFORNIA: County Supervisors Seek Receivership
------------------------------------------------------
City News Service reports that the Los Angeles County Board of
Supervisors called on the state attorney general to appoint a
receiver to take over the day-to-day management of the city of
Bell, California.

According to the report, on a 4-0 vote, with Supervisory Mike
Antonovich absent, the board approved a motion by Sup. Gloria
Molina calling on Atty. Gen. Jerry Brown to "use every legal
measure at his disposal . . .  to immediately prevent any
potential for continuing harm to the residents of Bell."

The report notes Ms. Molina's motion, written before arrests of
eight current and former Bell officials, also calls on Brown to
prohibit the Bell City Council from appropriating any funds or
entering into an contracts on behalf of the city.

The report says Bell's acting city attorney Jamie Casso told a
KFWB-Radio, 1070 reporter that placing the city in receivership
would be extremely difficult, and would likely require a court
order since Bell is a charter city.  Mr. Casso, the report
relates, also called the action unnecessary, since all city and
council actions are under close scrutiny as a result of the on-
going investigations.

Adding to the growing list of allegations of wrongdoing by current
and former city officials and employees, state Controller John
Chiang said that an audit by his office has found that Bell's
internal financial controls were "virtually non-existent, the
report notes.

Mr. Chiang, the report relates, said that there were "no
accounting controls, no checks or balances, and the general fund
was run like a petty cash drawer."  Rizzo had complete control
over how city funds were spent, and he used personal funds for
personal gain, he added.


CANNON RANCH: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cannon Ranch, LLC
        100 Pasadera Drive
        Monterey, CA 93940

Bankruptcy Case No.: 10-23503

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David S. Jennis, Esq.
                  JENNIS & BOWEN, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

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

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

The petition was signed by Lee E. Newell, president of New Cities
Land Company, Inc., manager and member.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Professional Land Development, LLC    10-02569            02/05/10

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Oldcastle Precast, Inc.            --                     $308,445
P.O. Box 402721
Atlanta, GA 30384

Wilson Miller                      --                     $250,000
P.O. Box 409756
Atlanta, GA 30384

Bricklemyer Smolker & Bolves       --                      $52,000
500 E. Kennedy Boulevard, Suite 200
Tampa, FL 33602

Johnson Pope Bokor Ruppel & Burns  --                      $14,250

Ferguson Waterworks                --                      $13,500

Farella Braun & Martel LLP         --                      $13,500

Heidt & Associates                 --                      $11,434

The Solomon Law Group              --                      $11,100

Tetra Rouge Group                  --                       $5,115

Stichter Riedel, et al             --                       $2,200


CITIGROUP INC: Treasury Has Recouped 90% of $45BB TARP Loan
-----------------------------------------------------------
The U.S. Department of the Treasury on Thursday said it has so far
recovered $41.6 billion from the $45 billion bailout it extended
to Citigroup Inc. pursuant to the Troubled Asset Relief Program.

Specifically, the Treasury said that to date, the combined
proceeds to the taxpayer from its planned sale of Citigroup trust
preferred securities and Citigroup common stock, together with
Citigroup repayments, dividends and other distributions received
to date, total $41.6 billion.

Also on Thursday, the Treasury said it priced a secondary offering
of all TruPS(R) received pursuant to the Asset Guarantee Program.
The aggregate gross proceeds from the offering, all of which
represent a net gain or profit to the taxpayer under the AGP, will
be $2.246 billion.  The closing of the TruPS(R) sale is expected
to occur on October 5, 2010.  The entirety of Treasury's proceeds
from this sale represents a profit to taxpayers, because Treasury
did not incur any losses on the Citigroup assets it guaranteed in
exchange for these TruPS(R).

Treasury also announced the sale of 1.5 billion shares of
Citigroup common stock pursuant to the completion of its third
trading plan with Morgan Stanley as sales agent.  To date,
Treasury has sold approximately 4.1 billion shares of Citigroup
common stock for gross proceeds of approximately $16.4 billion.

Treasury currently owns approximately 3.6 billion shares of
Citigroup common stock, representing 12.4% ownership of the
outstanding common stock.  Treasury expects to continue selling
its shares in the market in an orderly fashion, after the blackout
period set by Citigroup related to its third quarter earnings
release ends.

The remaining shares of Citigroup common stock held by Treasury
have a value of $14.0 billion at September 30's closing price.  In
addition, the taxpayer will ultimately receive proceeds from the
sale of the warrants for Citigroup common stock received under
TARP as well as the sale of up to $800 million in TruPS(R) held by
the Federal Deposit Insurance Corporation for Treasury's benefit.

On the TruPS(R) sale, BofA Merrill Lynch, J.P. Morgan, Morgan
Stanley, UBS Investment Bank, and Wells Fargo Securities acted as
joint lead managers and Citigroup Global Markets Inc. acted as
global coordinator but not as underwriter or sales agent.  On the
common stock sale, Morgan Stanley acted as sales agent.

The results of these sales will be posted on Treasury's TARP
transactions report within two business days of their completion
at http://www.financialstability.gov/

Copies of the prospectuses relating to these securities may be
obtained from Morgan Stanley, Attn: Prospectus Department, 180
Varick Street, New York, NY 10014, by emailing
prospectus@morganstanley.com or by calling toll-free in the United
States 1-866-718-1649.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Citigroup sold assets to repay the bailout funds.


COAST CRANE: U.S. Trustee Appoints 7 Members to Creditors Panel
---------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
members to the Official Committee of Unsecured Creditors in Coast
Crane Company's Chapter 11 cases.

The Committee members include:

1) Basil Equipment, Inc.
   Joe Ellsworth, Chief Financial Officer
   31312 Via Colinas, #109
   Westlake Village, CA 91362
   Tel: (818) 991-9694
   Fax: (818) 889-8905

2) Nixon-Egli Equipment Co.
   Linda Inforzato, V.P. Finance
   2044 S. Vineyard Avenue
   Ontario, CA 91761
   Tel: (909) 930-1822
   Fax: (909) 947-6014

3) Cen-Cal Machinery Co., Inc.
   Attn: Richard Merritt, Chairman
   P.O. Box 9639
   Fresno, CA 93793
   Tel: (559) 233-3836
   Fax: (559) 233-3862

4) WHECO Corporation
   Ronald Williams, Chief Executive Officer
   2989 Kingsgate Way
   Richland, WA 99354-5311
   Tel: (509) 371-1703
   Fax: (509) 375-4920 (fax)

5) Combined Carriers Co.
   dba Machine Carriers
   Attn: Charles Sparkman, President
   P.O. Box 73427
   Puyallup, WA 98373
   Tel: (253) 531-3300
   Fax: (253) 531-1913

6) MinnPar, LLC
   Ryan Dahlberg, Controller
   900 - 6th Avenue SE
   Minneapolis, MN 55414
   Tel: (612) 436-5314
   Fax: (612) 378-3741

7) Nelson Trucking Co., Inc.
   Louis Pantekoek*, Treasurer
   P.O. Box 80323
   Seattle, WA 98108
   Tel: (206) 723-5720, Ext. 1019
   Fax: (206) 723-4847

Seattle, Washington-based Coast Crane Company leases, sells and
services tower cranes, forklifts, hoists, elevators, boom lifts,
scissor lifts and other heavy equipment used in commercial
construction throughout the world.

Coast Crane filed for Chapter 11 bankruptcy protection on
September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229).  Brian
L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq.,
at K&L Gates LLP, assist the Debtor in its restructuring effort.
The Debtor estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

T. Scott Aliva at CRG Partners Group LLC is the Debtor's chief
restructuring officer.


COAST CRANE: Taps K&L Gates as Bankruptcy Counsel
-------------------------------------------------
Coast Crane Company asks for authorization from the U.S.
Bankruptcy Court for the Western District of Washington to employ
K&L Gates, LLP, as bankruptcy counsel.

K&L Gates will, among other things:

     a. prepare pleadings in the proceedings;

     b. assist the Debtor with negotiation and documentation of
        the Debtor's postpetition financing arrangement;

     c. assist the Debtor with the negotiation and documentation
        of any asset purchase agreement arising from sale and any
        plan of reorganization that may be proposed in the
        Debtor's bankruptcy case; and

     d. appear before the Court at all hearings held in connection
        with the Debtor's bankruptcy case.

The hourly rates of K&L Gates' personnel are:

        Michael J. Gearin, Attorney                  $425
        David Neu, Attorney                          $335
        Brian Lewis, Attorney                        $315
        John Wilson, Attorney                        $230
        Kjrsten Swan, Paralegal                      $150
        Eric Simonson, Attorney                      $680
        Kevin Gruben, Attorney                       $515

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

Seattle, Washington-based Coast Crane Company leases, sells and
services tower cranes, forklifts, hoists, elevators, boom lifts,
scissor lifts and other heavy equipment used in commercial
construction throughout the world.

Coast Crane filed for Chapter 11 bankruptcy protection on
September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229).  The
Debtor estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

T. Scott Aliva at CRG Partners Group LLC is the Debtor's chief
restructuring officer.


CENTRAL JERSEY: N.J. Appeals Court Affirms Eviction Order
---------------------------------------------------------
Judges Christine L. Miniman and Alexander Waugh of the Superior
Court of New Jersey, Appellate Division, affirmed a lower court
ruling granting in relevant part the application of plaintiffs
Central Jersey Airport, Inc., and Joseph Horner to evict Aircraft
Support Services, Inc., from Central Jersey's premises; another
order denying Stephen C. Richard's application to compel Mr.
Horner to purchase Mr. Richard's interest in Central Jersey
without prejudice.  The Appellate court held that the lower court
judge did not initially rule that ejectment was not an available
remedy for failure to pay rent.  In fact, he acknowledged that it
was such and contemplated that ejectment might well have to be
ordered if Aircraft Support continued to withhold rent and the
parties were unable, with the aid of the ordered appraisals, to
resolve the cross-judgments for unpaid rent and unpaid services.
Because both events occurred, the judge properly granted the
remedy he had, hopefully, withheld initially.

The case is Central Jersey Airport and Joseph Horner, v. John
Jones and Benjamin Jones, and Stephen C. Richard; and Aircraft
Support Services, v. Joseph Horner, case no. A-6368-08T1 (N.J.
Super. Ct., Appellate Division).  A copy of the Court's decision
is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=innjco20100929373

Central Jersey filed a Chapter 11 bankruptcy petition in March
2002.


COLONIAL BANCGROUP: FDIC-Receiver Wants to Exercise Set-off Rights
------------------------------------------------------------------
Federal Deposit Insurance Corporation, receiver for Colonial Bank,
Montgomery, Alabama, asks the U.S. Bankruptcy Court for the Middle
District of Alabama to modify the automatic stay in the Chapter 11
case of The Colonial BancGroup, Inc., to:

   1) permit the FDIC-Receiver to exercise its set-off rights
      against the balances held in certain demand deposit accounts
      upon the final determination of claims that are subject to
      litigation with the Debtor that is pending before the Court;
      and

   2) preserve the status quo until the final adjudication has
      occurred.

The Court previously denied the same motion of FDIC-Receiver based
on the Court's determination that the FDIC-Receiver had no claim
under the provisions of the Bankruptcy Court to set off against
the account balances.

FDIC explains that, among other things:

   -- A deposit is a form of debt, not an asset, and there is no
      dispute that a bank may offset a depositor's liability
      against that debt both under non-bankruptcy law and in
      bankruptcy.

   -- The Accounts at issue here are insured deposits that are
      subject to the FDIC-Receiver's setoff rights.

   -- The FDIC-Receiver is entitled to protect these nonbankruptcy
      setoff rights, which Section 553 of the Bankruptcy Code
      expressly preserves.

                   About The Colonial BancGroup

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

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


CRYPTOMETRICS INC: Proposes Credit-Bid Sale to Insiders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CryptoMetrics Inc. intends to sell its assets in
exchange for debt to the secured lender owed $10.5 million. The
debt was purchased by company insiders who would end up owning the
assets if the sale is approved.  The buyer would also pay $150,000
cash, which the company intends to use in filing lawsuits.

The Company, according to Mr. Rochelle, has filed a proposed
Chapter 11 plan and disclosure statement.  The disclosure
statement doesn't tell creditors how much they can expect to
recover.  The Plan would distribute assets in accordance with the
priorities in bankruptcy law.

The report relates that according to court filings, CryptoMetrics,
under former management, raised $60 million in debt and equity
from investors between 2002 and 2008.  The filing says that
"significant sums of money" were "wasted and perhaps subsidized
illegal activities."

San Antonio, Texas-based CryptoMetrics is a developer of biometric
security products.  CryptoMetrics, Inc., filed for Chapter 11
protection on September 17, 2010 in San Antonio, Texas (Bankr.
W.D. Tex. Case No. 10-53622).  Christopher Adams, Esq., at Okin
Adams & Kilmer LLP, in Houston, serves as counsel to the Debtor.
The Debtor estimated assets of up to $50,000 and debts of up to
$50 million in its Chapter 11 petition.

The Company's Canadian operating subsidiary is already in
bankruptcy.


DENNY'S CORP: EVP and COO Rodriguez Acquires 9,300 Shares
---------------------------------------------------------
Robert Rodriguez, Denny's Corp.'s EVP and Chief Operating Officer,
disclosed that he acquired 9,300 shares of the company's common
stock for $2.655 on September 16.  He directly holds those shares.

Mr. Rodriguez was named as Denny's COO in August.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet for June 30, 2010, showed
$296.6 million in total assets, $409.5 million in total
liabilities, and a stockholders' deficit of $112.9 million.

Denny's carries "B2" corporate family and probability of default
ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on Sept. 15, Standard
and Poor's affirmed Denny's Corp.'s corporate credit rating at
'B+'.


DHILLON PROPERTIES: Plans to Sell Holiday Inn After Emergence
-------------------------------------------------------------
Dhillon Properties LLC submitted to the U.S. Bankruptcy Court for
the District of Nevada a proposed Plan of Reorganization and an
explanatory Disclosure Statement.

The Debtor 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
continued operation of the Debtor's Holiday Inn Express located at
3019 Idaho Street, Elko, Nevada.  The income generated therefrom
will be used to fund the Plan.  The Debtor will sell or refinance
the property between 48 months and 63 months following the
Effective Date.  The proceeds from the sale or refinancing will be
used to fund the Plan.  Dhillon Holdings, Inc., or an affiliated
company, will contribute the funds as are necessary to implement
the Plan.

                 Treatment of Claims and Interests

Class 1 (Wells Fargo Secured Claim): The Debtor will distribute to
Wells Fargo the Monthly Net Income generated from the Debtor's
business operations for the previous monthly period, less the
payment to the Class 3 creditor until paid in full, up to a
maximum amount equal to the normal amortized monthly payment based
upon the Wells Fargo Interest Rate and a 30-year amortized
mortgage term.

Class 4 (Elko Gold Mine, LLC Secured Claim): The Secured Claim of
Elko Gold Mine, LLC will bear interest at the rate of 3.75%, and
will be paid by equal monthly payments over a period of 60 months.

Class 5 (Unsecured Claims): Allowed Unsecured Claims will receive
quarterly pro rata disbursements of $5,000.

Class 6 (Membership Interests): The member will retain its
membership interest in the Reorganized Debtor, but will receive no
distribution until Classes 1 through 5 are paid in full.

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

The Debtor is represented by:

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

   AJ Kung, Esq.
   Brandy Brown, Esq.
   KUNG & ASSOCIATES
   214 S. Maryland Parkway
   Las Vegas, Nevada 89101
   Tel: (702) 382-0883
   Fax: (702) 382-2720
   E-mail: ajkung@ajkunglaw.com
   E-mail: bbrown@ajkunglaw.com

                  About Dhillon Properties LLC

Elko, Nevada-based Dhillon Properties LLC, dba Holiday Inn
Express, filed for Chapter 11 bankruptcy on Dec. 31, 2009 (Bankr.
D. Nev. Case No. 09-54640).  In its petition, the Company
disclosed assets of $13,217,541, and total debts of $9,260,886.


DIGITALGLOBE INC: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Longmont, Colo.-based commercial satellite operator
DigitalGlobe Inc. to 'BB' from 'B+'.

In addition, S&P raised the issue-level rating on DigitalGlobe's
10.5% senior secured notes due 2014 to 'BBB-' from 'BB'.  The '1'
recovery rating remains unchanged.

At the same time, S&P removed the corporate credit rating and
issue-level rating from CreditWatch, where they were placed with
positive implications Aug. 9, 2010, following the announcement
that the company had been awarded a contract under the National
Geospatial-Intelligence Agency's EnhancedView commercial imagery
contract.  The rating outlook is stable.

"The upgrade reflects an improved business risk profile,"
explained Standard & Poor's credit analyst Naveen Sarma.  "S&P now
consider the company's business risk profile to be 'fair' due to
significantly improved revenue visibility stemming from the
$3.55 billion 10-year award under the EnhancedView contract."

Under the service level agreement portion of the contract,
DigitalGlobe could earn $250 million per year for the first four
years and $300 million per year for the following six years.  In
addition, value-added and other services could add another
$750 million over the life of the contract.  The EnhancedView SLA
became effective Sept. 1, 2010.

The ratings on DigitalGlobe reflect the company's high revenue
concentration from a U.S. government contract and disproportionate
reliance on two satellites, WorldView-1 and WorldView-2.  The
rating recognizes that government contracts are not guaranteed
until Congress appropriates the funds and that, although unlikely,
government agencies may terminate or suspend their contracts at
any time, with or without cause.  These risks are somewhat
tempered by the company's moderate leverage and strong position as
one of only two U.S.-based providers of high resolution commercial
satellite imagery services.  S&P expects rising demand for such
services, as reflected in the company's $436 million total backlog
as of June 30, 2010.  The company's 2014 notes total $355 million.

DigitalGlobe's business plan greatly depends on its contract with
the NGA, a U.S. government entity which purchases earth imagery
content from commercial providers on behalf of agencies within the
U.S. government including the Departments of Defense, State, and
Homeland Security, the Central Intelligence Agency, and the
Defense Intelligence Agency.  DigitalGlobe is just one of two
commercial companies (GeoEye Inc. being the other) that benefits
from this contract.  Revenues from NGA constituted 62% of
DigitalGlobe's consolidated revenues in the second quarter of
2010.

On Aug. 6, 2010, NGA awarded DigitalGlobe a $3.55 billion award
under its 10-year EnhancedView commercial imagery contract.  Under
the service level agreement portion of this contact, NGA is
contractually committed to make $250 million of imagery purchases
per year for the first four years and up to $300 million per year
for the final six years.  In exchange, DigitalGlobe is obligated
to make a substantial portion of its satellites' image-taking
capacities available to NGA.  The company expects commercial
customers, other U.S. government agencies, and non-U.S.
governmental entities to take up the remaining capacity.

DigitalGlobe currently operates three satellites, QuickBird,
WorldView-1, and WorldView-2.  WorldView-2 was successfully
launched in October 2009 and became fully operational in January
2010.  In addition, DigitalGlobe announced plans to build a new
satellite, WorldView-3, which the company expects would be ready
for launch in 2014.  Historically, the on-orbit failure rate for
the satellite industry is about 5%, while rocket launches fail
about 10% of the time.  Bondholders are provided some protection
from satellite failure, as DigitalGlobe maintains insurance on all
its satellites.  Currently, the company has $220 million of one
year and $50 million of three year in-orbit operations insurance
coverage for WorldView-1, $230 million of one year and $68 million
of three years of operations insurance coverage for WorldView-2,
and $40 million of one year in-orbit insurance coverage for
QuickBird.


DISH NETWORK: Ergen Entities Report Equity Stake
------------------------------------------------
Charles W. Ergen disclosed in a Schedule 13D/A filing with the
Securities and Exchange Commission that he may be deemed to
beneficially own 233,814,652 shares or roughly 53.3% of the Class
A Common Stock of DISH Network Corporation as of September 7.  The
shares represent: (i) 538,652 shares of Class A Common Stock owned
beneficially directly by Mr. Ergen; (ii) 19,025 shares of Class A
Common Stock owned beneficially indirectly by Mr. Ergen through
DISH Network's 401(k) Employee Savings Plan; (iii) 21,140 shares
of Class A Common Stock owned beneficially by Mr. Ergen as
custodian for his minor children; and (iv) 157,054,134 shares of
Class B Common Stock owned beneficially directly by Mr. Ergen.
The Class B shares are convertible into shares of Class A Common
Stock on a one-for-one basis at any time.

Mr. Ergen may also be deemed to hold (i) 235 shares of Class A
Common Stock owned beneficially by Mr. Ergen's spouse Cantey
Ergen; (ii) 1,466 shares of Class A Common Stock owned
beneficially indirectly by Mrs. Ergen through DISH Network's
401(k) Employee Savings Plan; and (iii) 75,000,000 shares of Class
B Common Stock owned beneficially by Mrs. Ergen solely by virtue
of her position as trustee of the Ergen Two-Year 2009 DISH GRAT.

There are 205,187,102 shares of Class A Common Stock outstanding
as of September 3, 2010.

In a separate filing, Ergen 2008 Two-Year GRAT dated September 5,
2008, and William R. Gouger, its trustee, disclosed that on
September 7 they ceased to be the beneficial owner of 5% or more
of DISH Network's Class A shares.

Ergen 2008 Two-Year GRAT no longer holds any shares.

Mr. Gouger disclosed he may be deemed to beneficially own
4,252,540 or roughly 2.0% Class A shares.  Mr. Gouger's Voting
Shares represent: (i) 140 shares of Class A Common Stock owned
beneficially directly by Mr. Gouger; (ii) 7,249 shares of Class A
Common Stock owned beneficially indirectly by Mr. Gouger in his
401(k) Employee Savings Plan; and (iii) 4,245,151 Class B shares
owned beneficially by Mr. Gouger solely by virtue of his position
as trustee -- with sole voting and dispositive power -- of certain
trusts established by Mr. Ergen for the benefit of his family.
Mr. Gouger exercises voting and dispositive power with respect to
such trusts independently and in accordance with his fiduciary
responsibilities to the beneficiaries of such trusts.

                       About DISH Network

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
Dec. 31, 2009.  Annual revenues approximate $11.6 billion.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                          *     *     *

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.  In March 2010, Moody's said the ratings
are not affected by the announcement that a U.S. appeals court
upheld a lower court's ruling that despite changes made by Dish to
its DVR software, the company was still infringing on TiVo Inc.'s
patents.  Dish and TiVo have been in litigation since 2004 over
TiVo's patent infringement claim.  As a result of the ruling, the
Company owes approximately $300 million in damages through July
2009 and potentially additional charges should the company be
required to pay for patent infringements since July 2009.  Dish
announced that it will be seeking a further review of the court's
latest decision by the full Federal Circuit.  Moody's noted that
if the company fails to win on the further review, it will have to
pay a sizable sum to TiVo, but it will still have to contend with
the future of its DVR product offering.  Its last hope is to gain
approval for a design around the TiVo patents, but if
unsuccessful, Dish will need to negotiate a licensing arrangement
with TiVo to avoid the risk of having to disable and replace
millions of DVRs at significant expense.


DOLLAR THRIFTY: Shareholders Reject Hertz Merger
------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said Thursday it did not
obtain the requisite votes to execute its definitive merger
agreement with Hertz Global Holdings, Inc., at the special
shareholders' meeting.

The final vote results, which were certified by IVS Associates,
Inc., the inspector of election, totaled 11,811,154 votes for and
13,830,126 against, with 4,735 abstentions.

Scott Thompson, president and CEO of Dollar Thrifty Automotive
Group, Inc., commented: "We respect the vote of our shareholders,
and remain confident in our ability to continue to deliver
outstanding value for them. The Dollar Thrifty board and
management team are focused on building on our track record of
superior operating performance to drive continued growth. We will
evaluate all of our options going forward in order to maximize
value for Dollar Thrifty shareholders."

Mark P. Frissora, Hertz's Chairman and Chief Executive Officer,
said, "Subject to final confirmation of the results of the
stockholder meeting, we will focus on implementing our strategy to
rapidly accelerate the expansion of Advantage Rent-a-Car and the
U.S. off-airport business.  This strategy builds on several
straight quarters of faster revenue growth in the U.S. airport
rental market compared with our publicly traded competitors.
Additionally, we started taking the necessary steps to cease
activities related to the acquisition of Dollar Thrifty, as
previously announced."

Avis, meanwhile, said the stockholders' rejection of the proposed
merger with Hertz represents a key milestone in Avis' plan to
acquire Dollar Thrifty.  Avis Budget said it intends to continue
to diligently pursue antitrust clearance and will commence an
exchange offer for Dollar Thrifty's shares at Avis' recent offer
price within the next 10 business days.  Avis also stands ready to
sign the merger agreement previously provided to Dollar Thrifty,
amended to include a $20 million reverse termination fee.

As Hertz has stated its intention to immediately terminate its
merger agreement and end all efforts to acquire Dollar Thrifty,
Avis Budget looks forward to engaging with Dollar Thrifty.

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.

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

As reported by the Troubled Company Reporter, Hertz said it will
immediately terminate its merger agreement with Dollar Thrifty,
taking its offer -- $50 cash per share of Dollar Thrifty stock --
permanently off the table; and end all efforts to acquire Dollar
Thrifty, IN THE EVENT Dollar Thrifty stockholders vote "No" on the
Hertz-Dollar Thrifty merger agreement.

Immediately after Hertz's statement, Avis said it is prepared to
agree to pay a reverse termination fee of $20 million in a merger
agreement with Dollar Thrifty.  Avis Budget noted it has always
said that as long as Hertz had matching rights, Avis Budget would
not consider a reverse termination fee.  Now that Hertz has in
effect eliminated those matching rights, Avis Budget is prepared
to offer such fee.

Avis said it will continue to actively pursue antitrust clearance.
Avis committed to sell assets representing $325 million of
revenues (of which not more than $250 million are U.S.),
demonstrating its commitment to attaining antitrust approval.

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.

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 Wall Street Journal's Rolfe Winkler and Gina Chon reported
that Paul Reeder, president of Boston hedge fund PAR Capital
Management Inc., said he intended to vote against Dollar's merger
deal with Hertz.  Mr. Reeder said Hertz's cash-and-stock offer
undervalues his holdings.  PAR Capital holds 2.2 million shares,
or about 7.7% of shares outstanding, according to a recent SEC
filing.

                      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'.


EASTMAN KODAK: Officers Report Acquisition of Shares
----------------------------------------------------
Eric Samuels, controller for Eastman Kodak Co., disclosed that on
September 16, he acquired 6,302.08 shares of common stock related
to the vesting and distribution of Restricted Stock Units, raising
his stake to 6,710.08 shares.  He, however, disposed of 2,283.08
of those shares as payment of withholding taxes.  Mr. Samuels
netted 4,427 following the transaction.

Brad Krutchen, senior vice president at Eastman Kodak, disclosed
that on September 16, he acquired 13,479.36 company shares related
to the vesting and distribution of Restricted Stock Units.  This
raised his stake to 20,023.36 shares.

Mr. Krutchen reported that he also disposed of 4,882.36 shares
that same day as payment of withholding taxes.  He netted 15,141
shares following the two transactions.  Mr. Krutchen may be deemed
to directly own those shares.

Mr. Krutchen also reported that his spouse acquired 13,756.88
shares and disposed of 4,982.88 shares for tax purposes.  His
spouse holds 10,988 following those transactions.  Mr. Krutchen
may be deemed to indirectly own those shares.

Mr. Krutchen may also be deemed to directly hold 26.6195 shares
held by "Trustee in ESOP", according to a recent Form 4 filing by
Mr. Krutchen.  Mr. Krutchen may also be deemed to indirectly hold
26.6195 shares held by "Trustee in spouse's ESOP", the Form 4
filing says.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.

The Company's balance sheet at June 30, 2010, showed $6.7 billion
in total assets and $6.9 billion in total liabilities, for a total
stockholders' deficit of $208.0 million.


ELECTRONIC GAME: Files Chapter 7 Petition
-----------------------------------------
Electronic Game Card has filed a petition for Chapter 7
liquidation (Bankr. D. Nev. Case No. 10-28366).

BankruptcyData.com reports that the Company is represented by
Lenard E. Schwartzer of Schwartzer & McPherson Law Firm.

The Court is expected to appoint a Chapter 7 trustee who will be
responsible for the liquidation of the business.

According to a regulatory filing by the Company, Kevin Donovan
tendered his resignation as member and chairman of the board of
directors and as chief executive officer, effective immediately.
Eugene Christiansen also tendered his resignation from the board
and as interim co-chairman and secretary.  With the resignations,
the Company no longer has any directors or officers, and the
Company also has no employees.

New York-based Electronic Game Card, Inc. --
http://www.electronicgamecard.com/-- designs and manufactures an
"instant" win, extended play gaming device.


EMMIS COMMS: Smulyan Serves Notice Terminating Merger Deal
----------------------------------------------------------
Jeffrey H. Smulyan, president, treasurer and secretary of JS
Acquisition Inc. and JS Acquisition LLC, on September 29 sent a
notice to Emmis Communications Corp. and its lawyers at Davis Polk
& Wardwell LLP, terminating the parties' agreement and plan of
merger.

"In light of the termination of the Offer on September 9, 2010,
no Shares were purchased pursuant to the Offer and the
Acceptance Date did not occur on or before September 24, 2010.  On
September 27, 2010, Alden Media Holdings, LLC, delivered a notice
to [JS Parent] pursuant to Section 8.1(c) of the Securities
Purchase Agreement, dated May 24, 2010, by and among Alden Global
Distressed Opportunities Master Fund, L.P., Alden Global Value
Recovery Master Fund, L.P., Alden Media Holdings, LLC, [JS Parent]
and Jeffrey H. Smulyan, electing to terminate the Securities
Purchase Agreement because the conditions to the Offer were not
satisfied or waived as of the close of business on September 24,
2010.  As a result, on the same day, the Rollover Agreement, dated
May 24, 2010, by and among [JS Parent] and the Rolling
Shareholders (as defined therein), was automatically terminated
pursuant to Section 5.3 thereof," according to the letter.

"Pursuant to Section 10.01(b)(i) of the Merger Agreement, the
Merger Agreement may be terminated at any time prior to the
Effective Time by Parent if the Acceptance Date shall not have
occurred on or before September 24, 2010.  Parent hereby notifies
the Company that it is terminating the Merger Agreement pursuant
to Section 10.01(b)(i) thereof, effective immediately."

Mr. Smulyan is also the Chairman, Chief Executive Officer and
President of Emmis.

The merger agreement was entered into in May 2010.  Mr. Smulyan
planned to take the company private, by offering to purchase all
of the outstanding shares of Class A Common Stock, par value $0.01
per share, of Emmis.  Among the conditions to the Offer was that
certain amendments to the terms of the 6.25% Series A Preferred
Stock, $0.01 par value, of Emmis obtained the required vote at a
special meeting of Emmis shareholders prior to the expiration of
the Offer.

On September 9, 2010, the special meeting of Emmis shareholders
was held in Indianapolis, and the required shareholder vote was
not obtained.

In a Schedule 13D/A filing on September 29, Mr. Smulyan disclosed
that he may be deemed to beneficially own 6,261,983 shares or
roughly 16.0% of the company's Class A shares.  According to the
filing, as of September 24, 2010, Mr. Smulyan may be deemed to
beneficially own 160,508 shares of Class A Common Stock and
6,101,476 shares of Class B Common Stock, which are convertible
into shares of Class A Common Stock at any time on a share-for-
share basis.

In a separate filing, Alden Global Capital Limited, Alden Global
Distressed Opportunities Master Fund, L.P., and Smith Management
LLC, disclosed that they may be deemed to hold 4,243,578.28 or
roughly 11.9% of the Class A shares.

                           About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates radio
stations and magazine publications in the U.S. and in Europe.

At February 28, 2010, the Company had $498,168,000 in total
assets; $487,246,000 in total liabilities and $140,459,000 in
Series A Cumulative Convertible Preferred Stock; and a
shareholders' deficit of $178,959,000.  At February 28, 2010, the
Company had non-controlling interests of $49,422,000 and total
deficit of $129,537,000.

As of April 15, 2010, the Company had not paid the Preferred Stock
dividend for six consecutive quarterly periods.

                           *     *     *

In April 2009, Moody's cut its corporate family rating on the
Company to 'Caa2'.

In May 2009, S&P raised its corporate credit rating on the Company
to 'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating
at the Company's request.


ENERTECH ENVIRONMENTAL: S&P Junks Rating on $130 Mil. Tax Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on EnerTech
Environmental California LLC's $130 million senior tax exempt
revenues bonds and its $9 million senior taxable revenue bonds to
'CCC+' from 'BB'.  At the same time, S&P removed the ratings from
CreditWatch with negative implications.  The outlook is negative.

The downgrade stems from implementation problems with EnerTech's
proprietary SlurryCarb technology, which have resulted in a
greatly extended ramp-up period.  This, along with unbudgeted
costs and offsite disposal of biosolids, weakened the projects'
financial profile and liquidity positions.

At present EnerTech's proprietary SlurryCarb process does not
allow it to process wastewater within mandated specifications.
EnerTech has outlined a technical plan that should bring the
process to within specifications.  The current budget for this
plan is estimated at $14 million, which will require draws on the
project's process and capital reserves.  These draws require
consent of the bondholders, with whom EnerTech is in discussions.
The current expectation is that the completion of these
discussions and the beginning of plan implementation could take
place in the next several weeks.  Should things proceed according
to this timeline, Enertech expects completed implementation of the
technical plan in early 2012.


ENVIRONMENTAL INFRASTRUCTURE: Posts $363,900 Net Loss in June
-------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed its quarterly
report on Form 10-Q, reporting a net loss of $363,896 on $998,823
of revenue for the three months ended June 30, 2010, compared with
a net loss of $79,924 on $1.1 million of revenue for the same
period of 2009.

As of June 30, 2010, the Company has a total stockholders deficit
of $3.8 million and negative working capital of $4.1 million.

To date, the Company has funded its operations, including its
research and development activities, through funds derived from
several private placements of an aggregate of approximately
$3.5 million of equity securities and convertible debt issues.

Based on its current plan of operations and cash on hand, the
Company believes that its current cash balances will not be
sufficient to fund operations through December 31, 2010.  The
Company's subsidiary, XIOM Corp., does not have the cash to pay
the convertible notes which are currently in default.

As of June 30, 2010, the Company had an accumulated deficit of
approximately $9.5 million.

The Company's balance sheet as of June 30, 2010, showed
$1.2 million in total assets, $5.0 million in total liabilities,
and a stockholders' deficit of 3.8 million.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses for the years ended December 31, 2009, and
2008, and has a deficiency in stockholders' equity at December 31,
2009.

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

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

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.


FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
global scale and 'P-3' Canadian scale ratings on Toronto-based
Fairfax Financial Holdings Ltd.'s pending issuance of up to
C$250 million in preferred shares, with an option on an additional
C$50 million available to the underwriters.

Fairfax intends to issue the preferred shares from its current
$2 billion universal shelf filing.  It will use the proceeds to
augment its cash position, to increase short-term investments and
marketable securities held at the holding company, to retire
outstanding debt and other corporate obligations, and for general
corporate purposes.

The ratings on Fairfax reflect its strong business and financial
profiles.  Fairfax, through its insurance operating subsidiaries -
- including Odyssey Reinsurance, Northbridge Financial units, Crum
& Forster, and Zenith Insurance -- maintains a competitive
presence in the North American commercial insurance marketplace,
as well as in the global reinsurance market.

During the first six months of 2010, Fairfax reported strong
pretax operating income of US$822 million, largely as a result of
realized investment gains, compared with $373 million in the first
six months of 2009.  Its combined loss and expense ratio in the
first half of 2010 was somewhat high at 106.3%, primarily because
of early 2010 catastrophe losses, compared with 98.5% in the first
six months of 2009.  Upon completion of the issuance, Fairfax's
total financial leverage will be approximately 26%, which is in
S&P's expected range of 25% to 30%, and EBIT fixed-charge coverage
(excluding realized gains) will be about 1.1x, compared with a
trailing three-year average of 0.8x.

                           Ratings List

                  Fairfax Financial Holdings Ltd.

        Counterparty Credit Rating         BBB-/Stable/--

                            New Ratings

                  Fairfax Financial Holdings Ltd.

                    C$250 mil. preferred shares

                Global scale rating               BB
               Canadian scale rating             P-3


FAIRLAWN BURIAL: In Receivership; To Be Sold to StoneMor
--------------------------------------------------------
The Associated Press reports that the Fairlawn Burial Park and
Heritage Funeral Home, placed in receivership after their owner
embezzled funds, will be sold to Philadelphia company StoneMor
Partners for $665,000.

According to the report, court-appointed receiver Edward Nazar
said only one other bid for the properties came in before a
deadline but that bidder wanted more time to study the purchase.
The report said that a sale procedure approved earlier this month
by a Reno County judge didn't include time for that study.

The Hutchinson News reports that the properties' former owner,
Sharon McDonough, was convicted of embezzling cemetery trust
funds. She's serving a nearly five-year sentence.

StoneMor Partners operates 293 cemeteries and 60 funeral homes in
26 states.  Fairlawn Burial Park and Heritage Funeral Home is a
funeral home and cemetery.


FIRST FEDERAL BANCSHARES: Earns $637,000 in June 30 Quarter
-----------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed its quarterly
report on Form 10-Q, reporting net income of $637,000 on
$5.1 million of net interest income for the three months ended
June 30, 2010, compared with a net loss of $937,000 on
$5.1 million of net interest income for the same period last year.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by December 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

The Company's balance sheet as of June 30, 2010, showed
$678.1 million in total assets, $633.7 million in total
liabilities, and stockholders' equity of $44.4 million.  This
compares with total assets of $731.1 million, total liabilities of
$687.8 million, and stockholders' equity of $43.3 million at
December 31, 2009.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

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

               http://researcharchives.com/t/s?69fb

            About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.


FORBES ENERGY: S&P Affirms 'CCC' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Forbes Energy Services LLC and revised the
outlook to developing from negative.

"The outlook revision to developing reflects the potential for
positive or negative rating actions depending on the
sustainability of the improvement in Forbes' operating performance
and liquidity," said Standard & Poor's credit analyst Paul Harvey.
Based on current industry trends, S&P expects Forbes to have
sufficient cash flow to make its February 2011 upcoming interest
payment of approximately $12 million.  S&P thinks that the company
could generate between $35 million to $40 million of EBITDA, based
on improved June 30 operating results, and maintain low capital
spending levels.  Combined with about $13.5 million cash on hand
as of Aug. 17, 2010, Forbes' near-term liquidity should be
sufficient.

Nevertheless, because Forbes lacks a credit facility or other
liquidity source, its liquidity could weaken significantly if
current market conditions falter.  During 2009, Forbes' EBITDA
fell nearly 75%, and has only recently improved.  A ratings
upgrade will require Forbes to maintain its improved performance
through the remainder of 2010 and for expectations of further
improvement into 2011.  On the other hand, a weakening in industry
conditions and liquidity, or more aggressive spending levels,
could result in a downgrade.

S&P expects the company's financial performance to improve during
the remainder of 2010, but remain weak.  S&P expects interest
coverage of around 1.5x and adjusted debt leverage of more than 5x
as of Dec. 31, 2010.  Financial measures are highly dependent on
natural gas and crude oil prices, which generally correlate to
spending by the exploration and production industry.  Given
Forbes' exposure to the onshore U.S. market, if natural gas prices
fail to improve in 2011 and related drilling weakens, surplus
equipment could erode the company's recent gains in utilization
and pricing.

The developing outlook reflects S&P's expectation that Forbes will
make its February 2011 interest payment and that S&P could raise
the ratings on Forbes if S&P believes the company can sustain the
improvement in its performance and liquidity.  However, if
liquidity declines materially or projected EBITDA weakens to under
$9 million per quarter, S&P could lower the ratings.


FULTON HOMES: Schedules Nov. 28 Confirmation Hearing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Fulton Homes Corp. scheduled a Nov. 28 confirmation
hearing for approval of the Chapter 11 plan when the bankruptcy
judge in Phoenix approved the explanatory disclosure statement on
Sept. 17.

The judge, according to the Bloomberg report, will take testimony
from witnesses at the Nov. 28 hearing after holding a pre-
confirmation conference on Oct. 28.

Mr. Rochelle relates that the plan was formulated by newly hired
restructuring lawyers assigned to break an impasse with bank
lenders.  The bankruptcy judge declined to approve a prior version
of the plan in March.  The revised plan offers the banks a
"substantial cash payment" on confirmation and senior liens to
secure their remaining debt. The new plan only gives secured
suppliers 60 percent payment on confirmation in return for their
$1.2 million in claims, with the remainder secured by a lien
subordinate to the banks. The suppliers also must agree to provide
"normal trade terms."

The new plan, Mr. Rochelle adds, assumes that Fulton is solvent.
As a result, the plan would pay interest on unsecured claims. The
company's valuation expert says the going-concern value is $200
million to $210 million.

                        Competing Plans

The Troubled Company Reporter yesterday, citing a report by the
Arizona Republic, said that creditors of Fulton Homes will be
presented at least two competing plans of reorganization from the
Company and a lender group comprised of BofA, JPMorgan Chase Bank,
Compass Bank, Wells Fargo, and Fulton founder Ira Fulton.  Neither
plan would require liquidation of the company nor have a negative
effect on holders of the Company home warranties, according to the
report.

The Arizona Republic reports relates that the fundamental
difference between the bank group's plan and management are:

  * Under the lenders' plan, the builder would have three years to
    repay its current debt, estimated at $184 million to $194
    million, plus whatever interest accrued during the repayment
    period.  The Fulton Homes plan would give the company six
    years to repay its debt.

  * the amount of a lump-sum payment to be made to creditors
    immediately upon court approval of the prevailing plan.  The
    lenders propose an advance payment of $50 million, while the
    builder's plan would require $30 million to $35 million in
    advance.  Fulton Homes currently has cash reserves of about
    $80 million.

  * the interest rate that would accrue during the repayment
    period.  The rate proposed by Fulton Homes would top out at
    slightly above 7 percent, based on the current prime interest
    rate, while the lender-proposed interest rate would go as high
    as 9 percent.

  * Vendors to the builder with outstanding accounts receivable
    also would be treated differently, depending on which plan
    prevails.  The lenders' plan would have them paid in full
    immediately, while the Fulton Homes proposal would pay them 60
    percent immediately and the remainder in installments over a
    two-year period.

  * An unsecured, $25 million debt owed to Fulton by his company
    could not be repaid until after all other creditors had been
    paid in full, under the lender plan.

  * The homebuilder's plan immediately would exchange founder
    Fulton's debt for additional private shares in the company,
    subject to the court's approval.

Mr. Anderson says a federal court could rule for the liquidation
of the Company if creditors or the court rejected both plans.

                        About Fulton Homes

Fulton Homes Corporation -- http://www.fultonhomes.com/-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  The Debtor
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


GARLOCK SEALING: Files Rule 2015.3 Report for September 2010
------------------------------------------------------------
Garlock Sealing Technologies LLC and its units filed with the
Court on September 21, 2010, a report on the value, operations and
profitability of entities in which it holds a substantial or
controlling interest, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

As previously reported, Garlock Sealing Technologies LLC holds a
substantial or controlling interest in these entities:

                             Garlock's
Entity                      Interest               Value
------                      ---------              -----
Garlock International Inc.     100%          $13,888,000
Garlock de Mexico, S.A.       99.9%          $19,961,000
Garlock Pty Limited            100%          $34,949,000
Garlock Overseas Corporation   100%              $19,981
Garlock Valqua Japan, Inc.      49%           $1,387,000

The valuation estimates for each entity are made as of a date not
more than two years before September 21, 2010, Donald G. Pomeroy,
II, vice president and chief financial officer of Garlock, notes.
Garlock also appended in the report a balance sheet, a statement
of income, a statement of cash flows and general notes for the
fiscal year ending July 3, 2010.

            Balance Sheet for Direct Subsidiaries
             of Garlock Sealing Technologies LLC

Entity                     Total Assets     Total Liabilities
------                     ------------     -----------------
Garlock International Inc.  $22,113,000           $22,113,000
Garlock de Mexico, S.A.       8,787,000             8,787,000
Garlock Pty Limited          22,613,000            22,613,000
Garlock Overseas Corporation    484,000               484,000


             Statement of Income for Direct Subsidiaries
                 of Garlock Sealing Technologies LLC

Entity                         Net Income
------                         ----------
Garlock International Inc.       $271,000
Garlock de Mexico, S.A.         1,354,000
Garlock Pty Limited             1,080,000
Garlock Overseas Corporation            -

       Statement of Cash Flows for Direct Subsidiaries
             of Garlock Sealing Technologies LLC

Entity                         Cash and cash equivalents at
                                        end of year
------                         ----------------------------
Garlock International Inc.             $1,519,000
Garlock de Mexico, S.A.                   437,000
Garlock Pty Limited                       714,000
Garlock Overseas Corporation                    -

A full-text copy of the Rule 2015.3 report is available for free
at http://bankrupt.com/misc/Garlock_Sept21Rule2015.3Report.pdf

                      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)


GENERAL EMPLOYMENT: Receives Notice of Extension From NYSE Amex
---------------------------------------------------------------
General Employment Enterprises, Inc. disclosed that on
September 24, 2010, it received notice from NYSE Amex LLC that the
plan of compliance submitted by the Company has been accepted by
the Exchange and the Company has been granted an extension until
December 16, 2011 to regain compliance with the continued listing
standards of the Exchange.

As previously disclosed on June 23, 2010, the Company received
notice from the Exchange on June 17, 2010 indicating that the
Company is not in compliance with one of the requirements of the
Exchange's continued listing standards as set forth in the NYSE
Amex Company Guide.  Specifically, the Company is not in
compliance with Section 1003(a)(i) of the Company Guide, because
it has stockholders' equity of less than $2,000,000 and losses
from continued operations and net losses in two out of its three
most recent fiscal years.  The Company was afforded the
opportunity to submit a plan of compliance to the Exchange by July
16, 2010, advising the Exchange how it intends to return to
compliance with Section 1003(a)(i) of the Company Guide, and the
Company submitted its plan on July 14, 2010.

The Company will be subject to periodic review by the Exchange
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the Exchange.


                       About General Employment

General Employment provides professional staffing services and
specializes in information technology, accounting and engineering
placements.


GENERAL MOTORS: JD Norman Won't Purchase Indianapolis Plant
-----------------------------------------------------------
Justin Norman, owner of Justin Norma Industries, backed out from
his intent to purchase General Motors' Indianapolis metal plant
after being turned down by union workers, IndyStar.com reported.

"We are withdrawing from pursuing the plant any further," JD
Norman Industries announced after autoworkers voted 457-96
against a concession contract that would have cleared the way for
Norman to buy the plant and cut wages by nearly half, the report
stated.

Leaders of United Auto Workers Local 23 were defiant with the bid
as they were trying to resist wage cuts, according to the report.
The backing out of JD Norman, however, brings a quick end to
attempts to spare the old riverside landmark from a shutdown, the
news added.

JD Norman Industries, based in Addison, Illinois, had emerged as
the only potential buyer after GM said it would close the 80-
year-old plant to shed excess capacity if no sale took place.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had $131.899 billion in total assets,
$101.00 billion in total liabilities, $6.998 billion in preferred
stock, and $23.901 billion in stockholders' equity.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM to Court International Investors
-------------------------------------------------------
General Motors will court international investors in the upcoming
initial public offering of the company's stock, the Associated
Press reported citing a statement from the U.S. Department of the
Treasury.

According to the report, investment bankers handling the IPO are
expected to court foreign investors, as well as those in North
America.  GM and the Treasury Department, however, did not
comment that the automaker is in talks with its Chinese partner,
SAIC, about buying a stake in the American automaker, AP noted.
SAIC is owned by the Chinese government.

The U.S. Government would have to sell its GM stock for $133.78
per share to recoup the $50 billion loan it extended to the then
ailing automaker, the AP said in a separate report, citing an
Aug. 30 letter from Neil Barofsky, special inspector general for
the U.S. Government's bailout to Sen. Charles Grassley.

The $133.78 figure does not cover any legal and investment
banking fees for the IPO, nor does it include the U.S.
government's preferred shares, Mr. Barofsky wrote, according to
the report.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had $131.899 billion in total assets,
$101.00 billion in total liabilities, $6.998 billion in preferred
stock, and $23.901 billion in stockholders' equity.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Renault's Ghosn Remains Keen on Tie-Up
------------------------------------------------------
David Pearson, writing for Dow Jones Newswires, reports that
Renault SA's Chief Executive Carlos Ghosn said he is still keen
for a tie-up between Renault, its Japanese alliance partner Nissan
Motor Co. and General Motors Co.

Dow Jones reports Mr. Ghosn said the Obama administration asked
him to head General Motors Co. in 2009 when the government was
forced to bail out the U.S. auto maker, but he turned down the
offer.  Dow Jones says Mr. Ghosn made the disclosure in an
interview with Le Monde ahead of the Paris Motor Show.  Dow Jones
reports that Mr. Ghosn said Steve Rattner -- President Barack
Obama's adviser in charge of pulling the U.S. auto industry back
from the brink of bankruptcy -- offered him the job.

According to Dow Jones, Mr. Ghosn said that at the time of the
approach he had suggested that his companies could "do things
together with GM."  Mr. Rattner replied that, for the time being,
it would be too complicated," Mr. Ghosn said in the interview.

"Now, I remain open to a tie-up with GM. If they're interested,
they'll come to us," Mr. Ghosn said.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had $131.899 billion in total assets,
$101.00 billion in total liabilities, $6.998 billion in preferred
stock, and $23.901 billion in stockholders' equity.

                     About Motors Liquidation

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

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

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


GENERICS INTERNATIONAL: Moody's Reviews 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Generics
International (US), Inc., including the B3 Corporate Family
Rating, under review for possible upgrade.

This rating action follows the announcement that Endo
Pharmaceuticals Inc. will acquire Generics International for
$1.2 billion in cash.  Moody's does not rate Endo, but it is a
substantially larger company than Generics International, and its
financial leverage is lower.

The rating review will focus on the treatment of Generics
International's debt following the acquisition.  Repayment of the
debt will result in withdrawal of the ratings.  Withdrawal could
also result if Moody's is unable to maintain the rating due to
inadequate information.

  -- B3 Corporate Family Rating

  -- B3 Probability of Default Rating

  -- B2 (LGD3, 36%) senior secured revolving credit facility due
     2013

  -- B2 (LGD3, 36%) senior secured first lien term loan due 2014

  -- B2 (LGD3, 36%) senior secured delayed-draw term loan due 2014

  -- Caa2 (LGD5, 86%) senior secured second lien term loan due
     2014

Generics International's B3 Corporate Family Rating reflects the
company's limited size and scale, relatively high financial
leverage, and limited cash flow generation.  These risks are
somewhat mitigated by the company's solid position in niche
markets including generic pain medicines, and favorable
fundamentals of the generic pharmaceutical industry.

Moody's last rating action on Generics International took place on
April 22, 2010 when Moody's lowered the ratings, including the
Corporate Family Rating to B3 from B2.

Generics International (US), Inc., is the parent company of QV
Pharmaceuticals, Inc, and Vintage Pharmaceuticals, LLC, and their
wholly owned subsidiaries, Qualitest Pharmaceuticals, Inc., and
Vintage.  Through these subsidiaries, Generics International is a
manufacturer and distributor of generic pharmaceutical products in
a variety of formulations including tablets, capsules, liquids,
suspensions and gels.  The principal subsidiary, Qualitest
Pharmaceuticals, is headquartered in Huntsville, Alabama.


GEORGE CHOU: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: George Chou
        18501 Vidora Drive Apt. A
        Rowland Heights, CA 91748

Bankruptcy Case No.: 10-51207

Chapter 11 Petition Date: September 27, 2010

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

Judge: Thomas B. Donovan

Debtor's Counsel: James A. Dumas, Jr., Esq.
                  DUMAS & ASSOCIATES
                  3435 Wilshire Blvd., Suite 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000
                  Fax: (213) 368-5009
                  E-mail: jdumas@dumas-law.com

Scheduled Assets: $158,049

Scheduled Debts: $1,381,964

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


GEOSPATIAL HOLDINGS: Posts $1.5 Million Net Loss in June 30 Qtr.
----------------------------------------------------------------
Geospatial Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.5 million on $1.2 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $1.1 million on $186,286 of revenue for the same
period of 2009.

Sales and cost of sales increased in 2010 due to improved economic
conditions and the commencement of the Company's utility locating
business.  The Company expects sales and cost of sales to
fluctuate as its business reaches maturity.

At June 30, 2010, the Company had current assets of $1.6 million,
and current liabilities of $5.4 million.

The Company's balance sheet as of June 30, 2010, showed
$10.4 million in total assets, $5.9 million in total liabilities,
and stockholders' equity of $4.5 million.

As reported in the Troubled Company Reporter on April 24, 2010,
Goff Backa Alfera and Company, LLC, in Pittsburgh, Pa., 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 net losses since
inception.  Operations and capital requirements since inception
have been funded by sales of stock and advances from its chief
executive officer, and current liabilities exceed current assets
by $3.9 million.

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

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

                    About Geospatial Holdings

Sarver, Pa.-based Geospatial Holdings, Inc. (OTC BB: GSPH)
-- http://www.GeospatialCorporation.com/-- through its wholly-
owned subsidiary Geospatial Mapping Systems, Inc., doing business
as Geospatial Corporation, utilizes proprietary technologies to
determine the accurate location and position of underground
pipelines, conduits and other underground infrastructure data
allowing Geospatial to create accurate three-dimensional (3D)
digital maps and models of all underground infrastructure.


GEOEYE INC: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Dulles, Va.-based commercial satellite operator GeoEye Inc. and
its subsidiary ORBIMAGE Inc., including the corporate credit
rating on GeoEye to 'B+' from 'B'.

In addition, S&P raised the issue-level rating on the 2015 first-
lien notes to 'BB-' from 'B'.  S&P revised the recovery rating on
these notes to '2', which indicates expectations for substantial
(70% to 90%) recovery in the event of payment default, from '3'.

At the same time, S&P removed all ratings from CreditWatch, where
they were placed with positive implications on Aug. 9, 2010,
following the announcement that the company had been awarded a
contract under the National Geospatial-Intelligence Agency's
EnhancedView commercial imagery contract.  The outlook is stable.

"The upgrade is due to significantly improved visibility into the
company's future revenues stemming from the $3.8 billion, 10-year
award under the EnhancedView contract," said Standard & Poor's
credit analyst Naveen Sarma.  Under the service level agreement
(SLA) portion of the contract, GeoEye could earn $150 million per
year for the life of the contract and an additional $184 million
per year with the successful launch of GeoEye-2, its next
generation satellite, which the company expects to launch in 2013.
In addition, value-added and other services could add another
$700 million over the life of the contract.  The EnhancedView SLA
became effective Sept. 1, 2010.

The ratings on GeoEye Inc. reflect what S&P considers to be its
aggressive financial risk profile, as well as business risks
including high revenue concentration with the U.S. government and
disproportionate reliance on the GeoEye-1 satellite.  The ratings
incorporate the fact that government contracts are not guaranteed
until Congress appropriates the funds and that, although unlikely,
government agencies may terminate or suspend their contracts at
any time, with or without cause.  GeoEye's strong position as one
of only two U.S.-based providers of commercial satellite imagery
services and rising demand for such services (which is reflected
by the company's $233 million in total backlog as of June 30,
2010) somewhat tempers those risks.  Outstanding debt is
$400 million.

GeoEye's business plan greatly depends on its contract with the
NGA, a U.S. government entity which purchases earth imagery
content from commercial providers on behalf of agencies within the
U.S. government including the Departments of Defense, State, and
Homeland Security, the Central Intelligence Agency, and the
Defense Intelligence Agency.  GeoEye is just one of two commercial
companies (DigitalGlobe Inc. being the other) that benefits from
this contract.  Revenues from the U.S. government constituted 69%
of GeoEye's consolidated revenues in the second quarter of 2010.

The stable outlook incorporates a predictable revenue stream due
to the EnhancedView SLA and S&P's expectation that the company's
leverage will not exceed 4x.  Given the company's reliance on one
satellite and the incorporation of this factor in S&P's business
risk analysis, S&P would not expect to raise the rating until
GeoEye-2 is launched and in service.  Conversely, S&P could lower
the rating if GeoEye were to lose the EnhancedView contract or if
GeoEye-1 were to fail.  Even in the absence of such adverse
events, the rating could be lowered if leverage were to exceed 4x
on a sustained basis due to either shareholder friendly
initiatives or debt financed growth initiatives.


GREAT LAKES: Management Changes Won't Affect Moody's 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service said Great Lakes Dredge and Dock Inc.'s
B2 corporate family rating and stable outlook are unaffected by
the company's executive management changes, but rising emphasis on
growth could pose risk to the rating.

Moody's last rating action on GLDD occurred November 13, 2009,
when the corporate family rating was upgraded to B2 from B3.

Great Lakes Dredge & Dock Corporation founded in 1890 and
headquartered in Oak Brook, Illinois, is a provider of dredging
services in the United States.  Revenues for the last twelve month
revenues ended June 30, 2010, were $642 million.


HARRISBURG, PA: Council Rejects Adviser for Out-of-Court Option
---------------------------------------------------------------
Dow Jones' DRB Small Cap reports that the city council in
Harrisburg, Pa., agreed to hire a bankruptcy adviser, the latest
development in the state capital's effort to grapple with its
fiscal crisis.

According to the report, in a sign of the city's deep political
divisions, however, the council also rejected state grants that
would pay for a different adviser selected by the mayor to advice
on ways to fix its finances outside of bankruptcy.  "There are way
too many myths about the ramifications of bankruptcy," said
councilman Brad Koplinksi, who called it a "viable option for the
city," the report notes.

Dow Jones' notes Mr. Koplinksi said that requests for proposals
would go out this week.  The report relates Mr. Koplinksi hopes
that there would be a firm "ready to go" in about a month.  Mayor
Linda Thompson opposes filing for bankruptcy, as does Gov. Ed
Rendell, who urged Harrisburg officials against it when he
announced a state lifeline earlier this month that averted a
general obligation bond default by the city, the report adds.

                       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.

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 News, 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.


HEALTHSOUTH CORP: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded HealthSouth Corp.'s Corporate
Family and Probability of Default Ratings to B1 from B2.  The
ratings on HealthSouth's existing unsecured notes were also
upgraded to B2 (LGD4, 64%) from Caa1 (LGD5, 80%).  Moody's
assigned a B2 (LGD4, 64%) rating to the company's proposed
unsecured notes maturing in 2018 and 2022 and a Ba1 (LGD1, 8%)
rating to the company's proposed $500 million senior secured
revolver.  Finally, Moody's also upgraded the rating on
HealthSouth's existing credit facility to Ba2 (LGD2, 25%) from Ba3
(LGD2, 25%) and expects to withdraw the ratings on the facility
based on the company's plan to repay the outstanding term loan
with proceeds from the note offering.  The rating outlook is
stable.

This is a summary of Moody's rating actions:

Ratings assigned:

  -- $500 million senior secured revolver due 2015, Ba1 (LGD1, 8%)
  -- $250 million senior unsecured notes due 2018, B2 (LGD4, 64%)
  -- $250 million senior unsecured notes due 2022, B2 (LGD4, 64%)
  -- Senior unsecured shelf (P)B2

Ratings upgraded:

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B1 from B2

  -- Senior secured revolver due 2012, to Ba2 (LGD2, 25%) from Ba3
     (LGD2, 25%) (expected to be withdrawn at close of the
     transaction)

  -- Senior secured term loan, to Ba2 (LGD2, 25%) from Ba3 (LGD2,
     25%) (expected to be withdrawn at close of the transaction)

  -- 10.75% senior unsecured notes due 2016, to B2 (LGD4, 64%)
     from Caa1 (LGD5, 80%)

  -- 8.125% senior unsecured notes due 2020, B2 (LGD4, 64%) from
     Caa1 (LGD5, 80%)

                        Ratings Rationale

HealthSouth's B1 Corporate Family Rating reflects the continued
reduction in debt outstanding and management's commitment to
strengthening the company's balance sheet.  The rating also
reflects the strong margins for the rating category that
contribute to robust interest coverage metrics and stable cash
flow generation.  The relatively modest capital needs, when
compared to acute care hospital operators, also contributes to
free cash coverage of debt that is strong for the rating category.
However, the ratings also reflect the still considerable adjusted
leverage and the risks associated with reliance on the Medicare
program for a significant portion of revenue.

If HealthSouth continues to grow its business and is expected to
achieve and sustain adjusted leverage below 4.5 times and interest
coverage above 2.0 times Moody's could change the outlook to
positive or upgrade the ratings.  Additionally, continued
improvement in cash flow coverage of debt could result in positive
rating pressure.

If the company is not expected to maintain its current credit
metrics, either through unforeseen adverse developments in its
operations or in Medicare reimbursement, Moody's could change the
outlook to negative or downgrade the ratings.  Moody's would also
consider downward pressure on the ratings if the company were to
engage in a significant debt financed acquisition or shareholder
initiative.

Moody's last rating on HealthSouth was on November 16, 2009 when
Moody's assigned a Caa1 (LGD5, 80%) rating to the company's senior
unsecured notes due 2020 and a Ba3 (LGD2, 25%) rating to the new
tranche of term loan due 2014 created in the company's credit
agreement amendment.  Moody's also affirmed HealthSouth's B2
Corporate Family and Probability of Default Ratings at that time.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  The company also provides outpatient services through
a network of outpatient rehabilitation satellite clinics and
hospital-based home health agencies.  HealthSouth recognized
approximately $1.9 billion of revenue in the twelve months ended
June 30, 2010.


HEALTHSOUTH CORP: S&P Raises Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its 'B' corporate credit
rating on Birmingham, Ala.-based HealthSouth Corp. to 'B+' At the
same time, S&P assigned a 'BB' (two notches above the corporate
credit rating) issue-level rating and a '1' recovery rating to
HealthSouth's proposed $500 million senior secured credit facility
due in 2015.  The '1' recovery rating indicates S&P's expectation
of very high (90%-100%) recovery for lenders in the event of
default.  S&P also assigned a 'B+' (the same as HealthSouth's
corporate credit rating) issue-level rating and a '4' recovery
rating to HealthSouth's proposed senior notes due in 2018 and
2022.  S&P also are raising the ratings on HealthSouth's existing
unsecured debt to 'B+' from 'CCC+'.  The recovery rating is
revised to '4' from '6', indicating S&P's expectation of average
(30%-50%) recovery for lenders in the event of default.  The
rating on HealthSouth's preferred stock is raised to 'CCC+' from
'CCC'.

The speculative-grade ratings on Birmingham, Ala.-based
HealthSouth Corp. reflect the company's narrow service niche and
difficult regulatory and reimbursement environment tied to its
focus as the largest provider of inpatient rehabilitative health
care services in the U.S. The ratings also reflect HealthSouth's
aggressive financial risk profile.

HealthSouth's weak business risk profile reflects the risks of
operating in only one business that is reliant on one source for a
large percentage of its revenues.  Because over two-thirds of its
total revenues are subject to Medicare reimbursement and
regulatory changes for inpatient rehabilitation services, S&P view
HealthSouth as being vulnerable in the long-term to adverse
reimbursement and regulatory risk in its inpatient rehabilitation
business.  Because Medicare already dramatically altered its rules
and regulations regarding both eligible cases and reimbursement
levels as reflected in its 60% rule, S&P does not view Medicare
reimbursement as being as risky in the near term as S&P does other
subsectors.  These changes did have an intended result to reduce
Medicare admissions to inpatient rehabilitation facilities and
control payment rates.  In the long term, S&P still views
HealthSouth's large reliance on Medicare and possible future
adverse payment and regulatory developments as a key risk factor.

The company's efforts to adapt to these business challenges have
been effective as its operating margin has increased slowly to its
present level of about 23% from 21% in 2008.  At the same time,
increasing EBITDA coupled with some debt repayment has resulted in
a reduction in lease-adjusted debt to EBITDA to 4.8x as of
June 30, 2010, from 6.2x as of December 31, 2008.  This measure
includes the treatment of HealthSouth's $400 million of
convertible perpetual preferred stock partially as a debt
equivalent, consistent with its criteria.  S&P view the preferred
stock as an intermediate equity content hybrid security that has
characteristics of both debt and equity.  S&P counts such
securities as 50% debt in its leverage measures.  Given the
improvement in debt leverage, and the company's current level of
funds from operations to lease-adjusted debt of about 15%, S&P now
views the company's financial risk profile as being aggressive
rather than highly leveraged.  S&P believes the company will
continue to further reduce debt, but not enough to change S&P's
view of the financial risk profile for at least the next year.


HERITAGE FUNERAL: In Receivership; To Be Sold to StoneMor
---------------------------------------------------------
The Associated Press reports that the Fairlawn Burial Park and
Heritage Funeral Home, placed in receivership after their owner
embezzled funds, will be sold to Philadelphia company StoneMor
Partners for $665,000.

According to the report, court-appointed receiver Edward Nazar
said only one other bid for the properties came in before a
deadline but that bidder wanted more time to study the purchase.
The report said that a sale procedure approved earlier this month
by a Reno County judge didn't include time for that study.

The Hutchinson News reports that the properties' former owner,
Sharon McDonough, was convicted of embezzling cemetery trust
funds. She's serving a nearly five-year sentence.

StoneMor Partners operates 293 cemeteries and 60 funeral homes in
26 states.  Fairlawn Burial Park and Heritage Funeral Home is a
funeral home and cemetery.


HP DISTRIBUTION: GECC Leases Aren't Disguised Financing Pacts
-------------------------------------------------------------
WestLaw reports that truck leases that a Chapter 11 debtor had a
meaningful right to terminate prior to the conclusion of the lease
terms were true "leases" rather than disguised "security
agreements" under Texas law, such that the debtor had to assume or
reject the leases in their entirety and could not cram down its
obligations to the lessor based on then-current value of the
trucks.  It did not matter that the debtor assumed the risk of
loss or damage to each vehicle and also agreed to pay taxes,
insurance and other costs as additional rent, or that the debtor,
under a terminal rent adjustment clause (TRAC), had to make an
additional post-termination payment to the lessor depending on
whether the lessor was able to resell the trucks for a sum equal
to their anticipated residual value.  The TRAC was simply a more
sophisticated means to measure the true extent to which the
debtor-lessee had consumed the lessor's interest in the trucks
based on how hard it used them.  In re HP Distribution, LLP, ---
B.R. ----, 2010 WL 3699240 (Bankr. D. Kan.) (Nugent, J.).

A copy of the Honorable Robert E. Nugent's Memorandum Opinion
dated Sept. 3, 2010, in HP Distribution, LLP, et al. v. General
Electric Capital Corproation, Adv. Pro. No. 09-5258 (Bankr. D.
Kan.), denying the Debtors' request for summary judgment, is
available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100903491

Hitchin Post Steak Co. is a decade-old meat processor based in
Kansas City, Kan.  Hitchin Post and HP Distribution, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Kan.
Case No. 09-12308) on July 21, 2009.  Mark J. Lazzo, Esq., in
Wichita, Kan., serves as bankruptcy counsel.  Hitchin estimated
less than $50,000 in assets and $1 million to $10 million in
debts at the time of the filing.


HPT DEVELOPMENT: Fine Tunes Chapter 11 Plan of Reorganization
-------------------------------------------------------------
HPT Development Corporation submitted to the U.S. Bankruptcy Court
for the District of Arizona a proposed Chapter 11 Plan and an
explanatory Disclosure Statement, as amended.

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

As reported in the Troubled Company Reporter on July 5, 2010, the
Plan will be funded by the Debtor's postpetition earnings and
excess cash flow.  The Reorganized Debtor will act as the
Disbursing Agent under the Plan.

                  Treatment of Claims and Interest

Under the Plan, these secured claims will be treated as:

   -- Maricopa County Claims -- as of the effective date, the
      Debtor will provide a deed in lieu of foreclosure to
      Heritage Bank on the real property.  The real property is
      transferred subject to the real property taxes owing to
      Maricopa County; and (a) any real property taxes that are
      owing on the property will continue to attach to the
      property, (b) will bear interest at the state law tax rate;
      (c) will be paid by the heritage Bank; and (d) the Debtor
      will have no further liability for these taxes upon the
      transfer to Heritage Bank;

   -- Heritage Bank -- upon the effective date, the Debtor will
      transfer by deed in lieu of the foreclosure lots 1, 2, 4 and
      5 to Heritage Bank in full satisfaction of its claim related
      to the construction loan; and

   -- Heritage Bank -- the Debtor will transfer by deed in lieu of
      the foreclosure lots 3 and 6 to Heritage Bank in full
      satisfaction of its claim related to the business loan.

General unsecured claims will be paid a pro rata share from the
Debtor's excess cash flow and any other funds obtained by the
Debtor before any junior interests receive a distribution.  The
Debtor anticipates that these unsecured claims will be paid in
full.

The Debtor does not anticipate that there will be any distribution
to the holders of the Debtor's interest; however, after all senior
claims have been paid, any remaining funds will be disbursed to
Howard and Christina Tay.  Howard and Christina Tay will retain
their interests in the Debtor.

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

                 About HPT Development Corporation

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. D.
Ariz. Case No. 10-06294).  Aiken Schenk Hawkins & Ricciardi P.C.
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$14,693,278 in assets and $14,952,270 in liabilities.


ICON HEALTH: Moody's Assigns Corporate Family Rating at 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a (P) B1 corporate family
rating and a (P) B1 probability of default rating to Icon Health &
Fitness, Inc.  Moody's also assigned a (P) B2 rating to ICON's new
$205 million senior secured notes.  Proceeds from the secured
notes will be used to repay select amounts outstanding under the
company's unrated revolving credit facility, term loan and unrated
senior subordinated notes.  The rating outlook is stable.  The
ratings and rating outlook are subject to the receipt of all final
documentation and are subject to the completion of the proposed
note offering.  All ratings and the rating outlook will be
withdrawn if the proposed transaction is not completed under the
terms outlined in the offering memorandum.  The provisional
ratings, indicated by a "P", will be converted into actual ratings
if the transaction closes under the terms outlined in the offering
memorandum.

                        Ratings Rationale

The (P) B1 corporate family rating reflects ICON's strong market
position and strong brand.  The ratings are constrained by the
company's modest size with revenue less than $900 million, lack of
product diversification outside fitness equipment, minimal
geographic diversification outside the United States, its highly
concentrated customer base with Sears and the potential for
earnings and cash flow volatility because of the company's
seasonality.  Nevertheless, Moody's recognizes the company's
commitment to product innovation and the long-term positive growth
trends for fitness products and anticipates that the company will
reduce its financial leverage through a combination of revolver
repayments and modest earnings growth.

"Moody's expects ICON's earnings and revenue to steadily improve
in the near to mid-term at a measured pace due to the combination
of higher discretionary consumer spending and the company's
flexible sourcing and manufacturing capabilities," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.

The stable outlook reflects Moody's view that ICON's fitness
business will grow at a measured pace, that gross and operating
margins will continue to improve and that it will maintain a good
liquidity profile.  The stable outlook further reflects Moody's
expectation that ICON will continue its flexible sourcing and
manufacturing processes and that it will reduce its revolver
borrowings with free cash flow.  An upgrade in the company's
ratings is unlikely in the near-term because of the company's
limited history of generating meaningful operating cash flow,
modest size and limited product diversification.  However, a
sustained improvement in financial metrics such that adjusted debt
to EBITDA fell below 3x, retained cash flow to net adjusted debt
exceeded 20% and free cash flow to adjusted debt was sustained
above 10% could warrant a change in the outlook to positive.  The
ratings outlook would be negatively impacted if the company's
financial performance deteriorates as a result of unexpected
weakness in the company's core business or if discretionary
consumer spending significantly deteriorates again.  Key credit
metrics driving potential negative rating actions would be
leverage approaching 5x, low single digit EBITA margins or the
consumption of cash over a prolonged period.

These ratings were assigned:

  -- Corporate Family Rating at (P) B1;

  -- Probability of Default Rating at (P) B1;

  -- $205 million senior secured notes rating at (P) B2 (LGD4,
     63%);

Located in Logan, Utah, ICON manufactures, markets and distributes
a broad line of products in the fitness equipment market, which
includes cardiovascular equipment, strength training equipment and
equipment service products.  Revenues for the twelve months ended
May 2010 exceeded $800 million.


ICON HEALTH: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Logan, Utah-based ICON Health & Fitness
Inc., a manufacturer and marketer of home fitness equipment.

At the same time, S&P assigned ICON's proposed $205 million
secured notes due 2016 its preliminary issue-level rating of 'B-'
with a preliminary recovery rating of '5', indicating S&P's
expectation of modest (10%-30%) recovery for debtholders in the
event of a payment default.

All ratings are pending Standard & Poor's review of final
transaction documentation.

"The preliminary 'B' corporate credit rating on ICON incorporates
S&P's assumption of revenue stabilization and margin growth from
mix shift, as well as lower input costs, over the intermediate
term," says Standard & Poor's credit analyst Andy Liu.

Similar to most consumer products categories, fitness experienced
some decline in 2009 as a result of the recession.  On a relative
basis, the category fared better than most others, registering a
mid-single-digit decline in 2009.  Some notable risks associated
with the company are significant customer and product
concentration in the highly competitive home fitness equipment
market, fluctuating operating performance, low EBITDA margin,
working capital management requirements, and high debt leverage.

ICON is the largest U.S. manufacturer and marketer of home fitness
equipment, which is sold through multiple distribution channels.
The company's products are marketed under the brand names
NordicTrack, Weider, ProForm, HealthRider, and others.


IMPATH INC: Trustee Discloses Next Distribution to Holders
----------------------------------------------------------
The Post-Dissolution Trustee of Impath Inc. disclosed the next
distribution to holders of Impath Bankruptcy Liquidating Trust
Class A Beneficial Interests will be in the aggregate of
$5,164,543 or equal to $0.31 per Class A unit.  The record date
for the distribution will be October 12, 2010 and the distribution
date will be October 22, 2010.  Any further distributions to
Holders will be subject to the settlement and collection of the
Trustee's California state income tax refunds.

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.

The company and its affiliates filed for chapter 11 protection on
Sept. 28, 2003 (Bankr. S.D.N.Y. Case No. 03-16113).  George A.
Davis, Esq., at Weil, Gotshal & Manges LLP represents the Debtors
in their restructuring efforts.  When the company filed for
protection from its creditors, it listed $192,883,742 in total
assets and $127,335,423 in total debts.  On March 22, 2005, the
Court confirmed the Debtors' Third Amended Joint Plan of
Liquidation.


INSIGHT HEALTH: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on InSight Health Services Corp. to 'CC'
from 'CCC'.  In addition, S&P lowered the 'CC' rating on the
company's $315 million secured floating rate notes to 'C'; the
recovery rating of '6' is unchanged.

"Lake Forest, Calif.-based InSight Health Services Corp.'s 'CC'
rating reflects expectations that the company will need to
restructure and refinance its debt," says Standard & Poor's credit
analyst Cheryl Richter.

The audited financial statements for fiscal year ended June 30,
2010, contain an explanatory paragraph written by the company's
independent registered public accounting firm that expresses
substantial doubt about InSight Health's ability to continue.
This opinion would cause a breach in financial covenants of the
company's revolving credit facility, which are required to be
delivered 120 days after the end of the fiscal year.  The company
has executed an amendment and received a forebearance from its
lenders that will allow full access to the revolver until Dec. 1,
2010.  The amendment reduces the total facility size to
$20 million from $30 million and the letter of credit limit to
$15 million from $5 million.  If not remedied, outstanding debt
could become due and payable.  Although InSight Health has no
outstanding debt balance, it has a $1.6 million LOC under the
facility.  The company has engaged a global investment advisor to
develop and finalize a restructuring and refinancing plan to
significantly reduce its outstanding debt balance and improve its
cash and liquidity position.

InSight Health provides diagnostic imaging services through its
network of 62 fixed-site and 104 mobile facilities as of fiscal
year-end 2010 (June 30, 2010), and serves patients in more than 30
states.  InSight Health Services Holdings Corp. and its wholly
owned subsidiary, InSight Health Services Corp., emerged from
bankruptcy on Aug. 1, 2007, and exchanged about $194 million of
its notes for 90% of its common stock per its prepackaged plan of
reorganization.  A new executive team was hired in 2008 to manage
InSight Health's core strategy of establishing a more cohesive
regional presence in order to achieve synergies and operate more
efficiently.  Despite several asset sales and purchases, its
efforts have been unsuccessful and results have steadily
deteriorated.  Revenues and EBITDA, adjusted for asset
acquisitions and dispositions, declined 13% and 26% respectively
in fiscal 2010 over fiscal 2009.  The declines reflected the
closure of a fixed-site center (related to a large health care
provider), contract reductions, reimbursement cuts, and incentive
for mobile customers to take their business in-house because of
the company's aging mobile fleet.  Debt to EBITDA was 10.5X for
fiscal 2010.


INTELSAT SA: Unit Completes Consent Solicitations of 2014 Notes
---------------------------------------------------------------
Intelsat S.A.'s its subsidiary, Intelsat Corporation has received
the requisite consents to amend certain terms of the indenture
governing its 91/4% Senior Notes due 2014 and the indenture
governing its 6 7/8% Senior Secured Debentures due 2028.  The
consent solicitation with respect to the 2014 Notes expired at
5:00 p.m. New York City time on Wednesday, September 29, 2010 and
the consent solicitation with respect to the 2028 Notes expired at
5:00 p.m.  New York City time on Wednesday, September 29, 2010.

As of the 2014 Consent Time, Intelsat Corp had received tenders of
$546,286,000 aggregate principal amount of the 2014 Notes pursuant
to its previously announced cash tender offer for the 2014 Notes
and, as of the 2028 Consent Time, Intelsat Corp had received
tenders of $124,859,000 aggregate principal amount of the 2028
Notes pursuant to its previously announced cash tender offer for
the 2028 Notes.

The withdrawal deadline relating to each Tender Offer occurred at
5:00 p.m., New York City time, on Wednesday, September 29, 2010.
Notes previously tendered and Notes that are tendered after the
date hereof may not be withdrawn except as required by law.  The
Tender Offers are scheduled to expire at 11:59 p.m., New York City
time, on Thursday, October 14, 2010, unless extended or earlier
terminated by Intelsat Corp.

Intelsat Corp has been advised by each of Wells Fargo Bank,
National Association, as the trustee under the indenture governing
the 2014 Notes, and The Bank of New York Mellon Trust Company,
N.A., as the trustee under the indenture governing the 2028 Notes,
that, as of the 2014 Consent Time and the 2028 Consent Time,
consents were delivered and not revoked in respect of at least a
majority in aggregate principal amount of each of the 2014 Notes
and the 2028 Notes.  As a result, Intelsat Corp and Wells Fargo
Bank, National Association have entered into a supplemental
indenture implementing the amendments to the 2014 Notes and the
related indenture and Intelsat Corp and The Bank of New York
Mellon Trust Company, N.A. have entered into a supplemental
indenture implementing the amendments to the 2028 Notes and the
related indenture.  The amendments amend each of the indentures
for the Notes, among other things, to eliminate substantially all
of the restrictive covenants, certain events of default and
certain other provisions contained in each indenture.

Intelsat Corp will make a payment to each security holder of the
2014 Notes that validly tendered its 2014 Notes, and did not
validly withdraw, and validly delivered its consent prior to the
2014 Consent Time, and did not validly revoke such consent, equal
to $1,035.00 per $1,000 principal amount of the notes for which
such security holder provided its consent, including accrued and
unpaid interest.  Intelsat Corp will make a payment to each
security holder of the 2028 Notes that validly tendered its 2028
Notes, and did not validly withdraw, and validly delivered its
consent prior to the 2028 Consent Time, and did not validly revoke
such consent, equal to $1,200.00 per $1,000 principal amount of
the notes for which such security holder provided its consent,
including accrued and unpaid interest.

Holders tendering their 2014 Notes after the 2014 Consent Time but
before the Expiration Time will receive the tender offer
consideration of $1,005.00 per $1,000 principal amount of 2014
Notes tendered.

Holders tendering their 2028 Notes after the 2028 Consent Time but
before the Expiration Time will receive the tender offer
consideration of $1,160.00 per $1,000 principal amount of 2028
Notes tendered.

Upon the terms and conditions described in each Offer to Purchase
and Consent Solicitation Statement, payment for Notes accepted for
purchase will be made (1) with respect to 2014 Notes and 2028
Notes validly tendered and not validly withdrawn at or prior to
the 2014 Consent Time and the 2028 Consent Time, respectively,
promptly after such acceptance for purchase (which is currently
expected to be on or around September 30, 2010), and (2) with
respect to 2014 Notes and 2028 Notes validly tendered after the
2014 Consent Time and 2028 Consent Time, respectively, but at or
before the applicable Expiration Time, promptly after such
Expiration Time (which is currently expected to be October 15,
2010, unless the applicable Tender Offer is extended).

Intelsat Corp will pay accrued and unpaid interest on all Notes
tendered and accepted for payment in the Tender Offers from the
last interest payment date to, but not including, the date on
which the Notes are purchased.

                        About Intelsat S.A.

Based in Luxembourg, Intelsat S.A. provides fixed satellite
services worldwide.  Its unit Intelsat Corporation, --
http://www.intelsat.com/-- formerly known as PanAmSat
Corporation, is a global provider of video, corporate, Internet,
voice and government communications services with a fleet of 25
satellites in-orbit.

Intelsat S.A.'s balance sheet at June 30, 2010, showed
US$17.34 billion in total assets, US$814.64 million in total
current liabilities, US$15.22 billion in long term debt,
US$128.77 million in deferred revenue, US$254.63 million in
deferred satellite performance, US$548.71 million in deferred
income taxes, US$239.87 million in accrued retirement benefits,
a US$335.15 million redeemable non-controlling interest,
US$8.88 million commitment and contingencies, and a stockholders'
deficit of US$210.76 million.

Intelsat S.A. reported revenue of US$635.3 million and a net loss
of US$180.6 million for the three months ended June 30, 2010.

Intelsat S.A., formerly Intelsat, Ltd., carries a 'Caa1' corporate
family rating from Standard & Poor's.


JOECELESTIN CIVIL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Joecelestin Civil Engineer & General Builder Corp
        396 NW 159 Street
        Miami, FL 3316

Bankruptcy Case No.: 10-39600

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: J. Wil Morris, Esq.
                  10800 Biscayne Boulevard, #560
                  Miami, FL 33161

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Josabhat Celestin, officer.


KENTUCKIANA MEDICAL: Gets Final Nod for $100,000 in DIP Loans
-------------------------------------------------------------
Kentuckiana Medical Center, LLC, sought and obtained final
authorization from the Hon. Basil H. Lorch III of the U.S.
Bankruptcy Court for the Southern District of Indiana to obtain
postpetition secured financing from the contributing members of
Kentuckiana Investors, LLC.

The DIP lenders have committed to provide up to $100,000.

The DIP Financing will have priority over any and all
administrative expenses and will be secured by a first priority
lien on all unencumbered property of the estate.

The Debtor may not pay the Contributing Members the balance owed
on the DIP Financing until further order of the Court.

David M. Cantor, Esq., at Seiller Waterman LLC, said that in order
to cover the Debtor's payroll and taxes, the Contributing Members
have agreed to provide $100,000 to $375,000 in necessary funds to
meet Debtor's September 17, 2010 payroll obligation and has agreed
to deposit that amount into the Debtor's account.  As a condition
of the DIP Financing, the Contributing Members have requested that
the DIP financing be on a secured basis.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the petition date.


KENTUCKIANA MEDICAL: Gets Interim OK to Use $2MM of Cash Coll.
--------------------------------------------------------------
Kentuckiana Medical Center, LLC, sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Southern
District of Indiana to use up to $2,009,903 of cash collateral.

First Tennessee Bank, National Association, and Cardinal Health,
Inc., have an interest in the cash collateral.  First Tennessee
objected to the Debtor's request.

In May 2009, the Debtor and FTB entered into a loan agreement and
corresponding notes for the extension of credit in the original
principal amounts of $3.5 million and $2.5 million.  In November
2009, FTB subsequently agreed to extend an additional loan to the
Debtor in the original principal amount of $1.5 million.

In October 2009, the Debtor executed and delivered to Cardinal
Health, Inc., and its affiliated companies and SunTrust Bank a
promissory note in the original principal amount of $577,166.
Pursuant to the documents and agreements executed in connection
with the Cardinal Term Note, the Debtor granted to Cardinal
security interests in and liens on the personal property.

David M. Cantor, Esq., Seiller Waterman 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
FTB and Cardinal a post-petition lien on all of the post-petition
assets of the Debtor in which they held a prepetition lien with
the liens continuing to the same extent and in the same priority
as existed pre-petition.

As and for adequate protection for the use of FTB's cash
collateral, FTB will be entitled to a superpriority post-petition
lien on assets of the estate and the Debtor will account for all
post-petition cash collateral use by submitting daily reports in a
form and content acceptable to FTB in its reasonable discretion to
FTB and Cardinal while this Interim Order is in effect.

The Debtors will use the collateral pursuant to a budget, a copy
of which is available for free at:

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

The Court has set a final hearing for October 22, 2010, at
10:00 a.m. on the Debtor's request to use cash collateral.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to $
50 million.


KENTUCKIANA MEDICAL: Asks for Approval of Seiller as Counsel
------------------------------------------------------------
Kentuckiana Medical Center, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Indiana to
employ Seiller Waterman LLC.

Seiller Waterman will:

     a. give legal advice with respect to Debtor's powers and
        duties as debtor in possession in the continued operations
        of its business and management of its properties;

     b. take necessary action to protect and preserve Debtor's
        estate, including the prosecution of actions on behalf of
        the Debtor, the defense of any actions commenced against
        the Debtor, negotiations concerning all litigation in
        which the Debtor is involved, if any, and objecting to
        claims filed against the Debtor's estate;

     c. prepare on behalf of the Debtor, as debtor in possession,
        all necessary motions, answers, orders, reports and other
        legal papers in connection with the administration of
        the Debtor's estate herein; and

     d. perform any and all other legal services for the Debtor,
        as debtor in possession, in connection with the Debtor's
        Chapter 11 case and the formulation and implementation of
        the Debtor's Chapter 11 plan.

The hourly rates of Seiller Waterman's personnel are:

        David M. Cantor                         $325
        Neil C. Bordy                           $300
        Charity B. Neukomm                      $245
        Tyler R. Yeager                         $225
        James E. McGhee, III                    $200
        Paralegal                                $95

David M. Cantor, Esq., a member at Seiller Waterman, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  The Debtor estimated its assets and
debts at $10 million to $50 million.


KLAAS TALSMA: May Hire Professional with Claim
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that U.S. Bankruptcy Judge Michael Lynn ruled that a
company reorganizing in Chapter 11 can retain a professional who
holds a pre-bankruptcy unsecured claim for services.  Judge Lynn
sided with a minority of courts that have considered the issue.

Judge Lynn, according to the report, interpreted two provisions in
11 U.S. Sections 327(a) and 1107(b).  Sec. 1107(b) says that a
bankrupt company is not barred from hiring a professional "solely
because of such person's employment by or representation of the
debtor before the commencement of the case."  Judge Lynn said that
the better reading of the two sections together is to permit
employment so long as the pre-bankruptcy claim "arose from prior
professional work for the debtor."  Judge Lynn said it "eludes the
court" why "a post-petition administrative priority claim should
be found to create no conflict of interest while a prepetition
general unsecured claim automatically disqualifies the creditor
professional."

Klaas Talsma, doing business as Klaas Talsma Dairy and Frisia
Farms, sought to retain the accountants the business had been
using for years. There were few if any other accountants familiar
with the dairy industry.  The U.S. Trustee objected to retention
approval because the accountants were owed $11,700 for work
performed before bankruptcy.  The U.S. Trustee wouldn't have
objected if the accountants had waived the claim.

Klaas Talsma filed for Chapter 11 protection on June 1, 2010 in
Ft. Worth, Texas (Bankr. N.D. Tex. Case No. 10-43790).
St. Clair Newbern III, Esq., in Forth Worth, serves as counsel.
The Debtor estimated assets and debts of $1 million to
$10 million.


LAS VEGAS SANDS: Moody's Assigns 'B2' Ratings on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Venetian Casino
Resort, LLC's and Las Vegas Sands, LLC's existing senior secured
credit facilities.  The co-issuers are U.S. subsidiaries of Las
Vegas Sands Corp.  All other LVSC and related ratings were
affirmed.  LVSC has a B2 Corporate Family Rating, B2 Probability
of Default Rating and a positive rating outlook.

Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-
issuer) ratings assigned:

  -- $218 million senior secured revolver expiring 5/2012 at B2
     (LGD 4, 51%)

  -- $533 million senior secured revolver expiring 5/2014 at B2
     (LGD 4, 51%)

  -- $753 million senior secured term loan B due 5/2014 at B2 (LGD
     4, 51%)

  -- $1,415 million senior secured term loan B due 11/2016 at B2
     (LGD 4, 51%)

  -- $154 million senior secured delayed draw term loan 1 due
     5/2014 at B2 (LGD 4, 51%)

  -- $284 million senior secured delayed draw term loan 1 due
     11/2016 at B2 (LGD 4, 51%)

  -- $77 million senior secured delayed draw term loan 2 due
     5/2013 at B2 (LGD 4, 51%)

  -- $208 million senior secured delayed draw term loan 2 due
     11/2015 at B2 (LGD 4, 51%)

Las Vegas Sands Corp. ratings affirmed:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- $190 million 6.375% senior notes at B2 (LGD 4, 51%)
  -- Speculative Grade Liquidity rating at SGL-2

Venetian Macao Limited ratings affirmed:

  -- $2,128 million senior secured term loans at B2 (LGD 4, 51%)
  -- $609 million senior secured revolver at B2 (LGD 4, 51%)

                        Ratings Rationale

LVSC's B2 Corporate Family Rating acknowledges the company's
significant leverage, and the risk that its future de-leveraging
is highly dependent upon the performance of its Marina Bay Sands
integrated resort in Singapore.  The ratings also consider the
continued challenges in the Las Vegas, NV gaming market as well as
a significant amount of further development plans in Macau, China.
And while leverage is very high for a B2 rated company, the rating
reflects Moody's expectation that LVSC will materially reduce its
leverage over the next year.  Ratings are supported by the strong
performance and favorable growth prospects for LVSC's Asian gaming
assets, the company's high quality gaming and resort assets, and
its good liquidity.

The positive rating outlook indicates that LVSC's ratings could be
upgraded if Marina Bay Sands continues to ramp up at a pace that
will facilitate significant reduction in leverage.  The positive
outlook also considers LVSC's improved cost structure which should
benefit the company's consolidated earnings profile going forward,
and the recent implementation of table games in Pennsylvania which
will benefit its Bethlehem, Pennsylvania facility.

Ratings could be upgraded if Moody's become comfortable that
Marina Bay Sands can generate a rate of return that enables LVSC
to materially reduce its consolidated debt burden.
Quantitatively, a higher rating requires that LVSC be able to
sustain consolidated debt/EBITDA below 5 times.  The company would
also need to adhere to a more conservative long-term financial
policy than it has followed in the past, and one that is
consistent with a higher rating.

The rating outlook would likely be revised to stable if Moody's
come to believe that LVSC will not be able to achieve and sustain
consolidated debt/EBITDA at 5 times, but would be able to achieve
and maintain consolidated debt/EBITDA no higher than 6 times.
Ratings could be lowered if Moody's come to believe that, for any
reason, LVSC will not be able to achieve lower than 6 times
consolidated debt/EBITDA.

LVSC owns and operates hotel and casino integrated resort
facilities in Las Vegas, NV, Bethlehem, PA, Macau, China and
Singapore.  The company generates consolidated annual net revenue
of about $5.4 billion.


LCD HOLDING: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: LCD Holding Corp.
        78 Laight Street, 2nd Floor
        New York, NY 10013

Bankruptcy Case No.: 10-15084

Chapter 11 Petition Date: September 27, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Bruce D. Mael, Esq.
                  BERKMAN HENOCH PETERSON PEDDY & FENCHEL
                  100 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 222-6200
                  Fax: (516) 222-6209
                  E-mail: b.mael@bhpp.com

Scheduled Assets: $1,979,489

Scheduled Debts: $1,937,035

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-15084.pdf

The petition was signed by Vincent Longobardi, president,
treasurer.


LEGACY AT JORDAN: Cash Collateral Hearing Continued Until Nov. 30
-----------------------------------------------------------------
The Hon. Randy D. Doub of the of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has continued until
November 30, 2010, at 1:00 p.m., the hearing to consider The
Legacy at Jordan Lake, LLC's request to continue using Capital
Bank's cash collateral.

As reported in the Troubled Company Reporter on June 23, the Court
authorized the Debtor to incur postpetition financing and use cash
collateral to continue the development of the subdivision.  The
Debtor owns certain lots and raw land which comprises the
residential subdivision known as The Legacy at Jordan Lake.

Capital Bank is authorized to advance funds in the monthly amount
of $14,200 pursuant to its existing Secured financing arrangement
or through use of its cash collateral, the source of which is at
Capital Bank's sole discretion.

Prior to filing, Capital Bank took a security interest in assets
of the Debtor, including cash being held in a market account at
Capital Bank with an approximate principal balance as of the
petition date of $500,000, plus accrued interest.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors said that Capital Bank's liens on the
collateral securing the indebtedness will extend to its
postpetition assets.

                  About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010
(Bankr. E.D. N.C. Case No. 10-03317).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.


LEGACY AT JORDAN: Plan Confirmation Hearing Set for November 30
---------------------------------------------------------------
The Hon. Randy D. Doub of the of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has continued until
November 30, 2010, at 1:00 p.m., the hearing to confirm The Legacy
at Jordan Lake, LLC's Plan of Reorganization.

According to the Disclosure Statement, the Plan contemplates a
continuation of the Debtor's business.  The Debtor intends to
satisfy creditor claims from income earned through continued sales
of real property.  The Debtor will continue to develop the real
property for sale.  All proceeds of liquidation will be
distributed in accordance with the priorities.

Under the Plan, if the value of the collateral or setoffs securing
the Allowed Secured creditor's claim is less than the amount of
the allowed claim, the deficiency will be classified as a general
unsecured claim.

Each holder of Priority Unsecured Claims will receive cash on the
effective date of the Plan equal to the allowed amount of the
claim.

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

                  About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010
(Bankr. E.D. N.C. Case No. 10-03317).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.


LEHMAN BROTHERS: Asia Units Sets Dec. 10 Deadline for Claims
------------------------------------------------------------
Lehman Brothers Securities Asia Limited, Lehman Brothers Futures
Asia Limited, Lehman Brothers Commercial Corporation Asia Limited,
Lehman Brothers Asia Limited and Lehman Brothers Nominees (H.K.)
Limited (all in liquidation), acting by their respective Joint and
Several Liquidators as agents without personal liability, request
asset owners to file claims for their trust assets.  The deadline
to file these claims is December 10, 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 disclosed
US$639 billion in assets and US$613 billion in debts in its
petition, 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: LBI Trustee Terminates 2 Engagement Letters
------------------------------------------------------------
James W. Giddens, the liquidation trustee of Lehman Brothers
Inc., entered into separate Court-approved stipulations
terminating prepetition engagement letters with Clearwater
Capital Fund III, L.P., and DFJ Element Partners, LLC.

LBI and Clearwater Capital entered into the engagement letter --
Placement Agreement -- whereby LBI was to act as the global
placement agent to sell interests in Clearwater Capital.
Clearwater Capital desires to terminate LBI's interests in the
Placement Agreement and to take other related actions.

Similarly, LBI entered into the engagement letter with DFJ
Element Partners -- the Adviser -- whereby LBI was to act as the
exclusive global placement agent to sell interests in DFJ
Element, L.P. -- Fund.  The Adviser and Fund desire to terminate
LBI's interests in the DFJ Agreement and to take other actions
related to it.

The LBI Trustee has determined that it would be in the best
interests of LBI and the LBI estate that the Placement Agreement
and the DFJ Agreement be terminated by the LBI estate subject to
the payment to these amounts in cash to the LBI Trustee:

  * Clearwater Capital will pay $2,501,295; and
  * the Fund will pay $1,550,906.

The terms of the stipulations are:

  (1) Clearwater Capital agrees to pay the Termination Fee to
      the LBI Trustee in immediately available funds: (i)
      $833,765 on or before April 15, 2011; (ii) $833,765 on or
      before April 15, 2010; and (iii) $833,765 on or before
      April 15, 2013.

      The Fund agrees to pay the Termination Fee to the LBI
      Trustee in immediately available funds: (i) $550,906 on
      October 1, 2010; (ii) $500,000 on January 3, 2010; and
      (iii) $500,000 on July 1, 2011.

      Payments will be made by wire transfer to:

      Union Bank, N.A.
      ABA No. 122000496
      A/C No. 37130196431 TRUSDG
      James W. Giddens, Trustee, LBI Funds Account, Account No.
      6711860101

  (2) Except with respect to Clearwater Capital's indemnification
      obligations under the Placement Agreement, upon entry of
      this order, the Placement Agreement will be terminated
      without need for further action by any of the Parties,
      without the need for any further Court approval and, without
      any further obligation or liability and pursuant to that
      termination, Section "7" of the Placement Agreement will no
      longer be operative and will be deemed waived irrespective
      of the Placement Agreement.

      As to the Fund's Agreement, upon timely payment of the
      full Termination Fee, the Agreement will be deemed
      terminated without need for further action by any of the
      Parties or the Court.

  (3) Upon timely payment to and receipt by the LBI Trustee of
      the full Termination Fees, the LBI Trustee will be deemed
      to have fully, finally and forever waived, settled,
      discharged and released Clearwater Capital and the Fund
      from any and all claims arising under the Agreements.
      Clearwater Capital and the Fund are also deemed to each
      have fully, finally and forever waived, settled,
      discharged and released the LBI Trustee and the LBI estate
      from any and all claims arising under the Agreements.

                       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 disclosed
US$639 billion in assets and US$613 billion in debts in its
petition, 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: LBI Wants to File Brief in Swedbank Appeal
-----------------------------------------------------------
The trustee of Lehman Brothers Inc. has sought a district court's
approval to file a brief of amici curiae in an appeal filed by
Swedbank AB to reconsider a prior decision by a bankruptcy judge
who oversees Lehman Brothers Holdings Inc.'s bankruptcy case.

In a motion filed with the U.S. District Court for the Southern
District of New York, LBI trustee's lawyer argued that the
trustee and the Securities Investor Protection Corp. have
significant interest in the outcome of the appeal.

"In carrying out their duties in the public interest, for the
protection of LBI's public customers and its general creditors,
the trustee and SIPC must ensure that this interest is
represented in the current appeal," says James Fitzpatrick, Esq.,
at Hughes Hubbard & Reed LLP, in New York.

Amicus curiae is a person with strong interest in or views on the
subject matter of an action, but not a party to the action, who
may petition the court for permission to file a brief.  Those
amicus curiae briefs are commonly filed in appeals concerning
matters of a broad public interest.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York earlier ordered Swedbank to turn more than
SEK82 million to LBHI, which the company was unable to withdraw
from its accounts with the Swedish bank after the latter imposed
an administrative freeze on the accounts.

The bankruptcy judge held that the administrative freeze violates
the automatic stay, an injunction that protects a bankrupt
company protection from its creditors.

Swedbank placed an administrative freeze on LBHI's account after
the latter filed for bankruptcy protection.  The bank is planning
to setoff the fund against LBHI's pre-bankruptcy debt under a
swap agreement.

                       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 disclosed
US$639 billion in assets and US$613 billion in debts in its
petition, 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)


LONGYEAR PROPERTIES: Section 341(a) Meeting Scheduled for Oct. 25
-----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Longyear
Properties, LLC's creditors on Oct. 25, 2010, at 1:00 p.m.  The
meeting will be held at Suite 1055, U.S. Trustee's Office, John W.
McCormack Federal Building, 5 Post Office Square, 10th Floor,
Boston, MA 02109.

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

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

Norwood, Massachusetts-based Longyear Properties, LLC, filed for
Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. D.
Mass. Case No. 10-20326).  Heather Zelevinsky, Esq., at Stewart F.
Grossman, Esq., at Looney & Grossman LLP, assists the Debtor in
its restructuring effort.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


M/I HOMES: S&P Gives Negative Outlook, Affirms 'B-' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Columbus, Ohio-based M/I Homes Inc. to negative from stable.  At
the same time, S&P affirmed its 'B-' corporate credit rating on
the company, its 'B-' issue rating on the company's $200 million
senior unsecured notes that mature on April 1, 2012, and its 'C'
rating on the company's $100 million 9.75% series A preferred
stock.  S&P's '4' recovery rating on the senior unsecured notes is
unchanged and continues to reflect S&P's expectation for an
average (30%-50%) recovery in the event of default.

"S&P revised its outlook on the company to reflect a weaker-than-
anticipated housing recovery and its expectation that the working
capital M/I Homes needs to grow its bottom line and higher
interest costs relating to a large potential refinancing could
further constrain liquidity," said credit analyst Eugene Nusinzon.
"S&P's ratings on M/I Homes reflect the homebuilder's vulnerable
business risk profile as characterized by a smaller market
position and narrow geographic focus."

The negative outlook reflects S&P's view that potentially higher
interest costs relating to large near-term refinancing needs, as
well as increased working capital expenditures relating to land
acquisition and development, could further constrain liquidity.
These risks preclude an upgrade at this time.  S&P would lower its
rating in the near term if spending on land acquisition and
development is more aggressive than S&P currently anticipate such
that combined cash and committed borrowing capacity falls below
$50 million.  S&P would also lower its rating if M/I Homes does
not present a feasible plan to refinance its $200 million senior
unsecured notes well before they mature in April 2012.


MALIBU ASSOCIATES: Plan Hinges on Resolution of U.S. Bank Claim
---------------------------------------------------------------
Malibu Associates, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to extend its exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until February 4, 2011, and April 4, 2011, respectively.

The Debtor says that it commenced an adversary proceeding against
U.S. Bank, National Association, to allow the Debtor to proceed
with an expeditious resolution of the bank's claim.

The Debtor believes that, with some amendments after the bank's
claim is determined, it has proposed a viable plan that will be
confirmed.

                   About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 on
November 3, 2009 (Bankr. C.D. Calif. Case No. No. 09-24625).
Ashleigh A. Danker, Esq., at Kaye Scholer LLP represents the
Debtor in its restructuring effort.  The Company disclosed assets
of $42,853,592, and debts of $35,758,538 as of the Petition Date.


MAMMOTH HENDERSON: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mammoth Henderson I, LLC
        20532 El Toro Road, Suite 112
        Mission Viejo, CA 92692

Bankruptcy Case No.: 10-28261

Chapter 11 Petition Date: September 27, 2010

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

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Ste 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $7,641,052

Scheduled Debts: $11,365,973

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-28261.pdf

The petition was signed by Joseph Ryerson, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mammoth Equities, LLC                  10-22506   09/03/10


METRO-GOLDWYN-MAYER: Carl Icahn Acquires 10% of Debt
----------------------------------------------------
The Wall Street Journal's Mike Spector and Lauren A.E. Schuker
report that people familiar with the matter said Carl Icahn bought
a significant chunk of Metro-Goldwyn-Mayer Inc.'s debt and is
pushing MGM to merge with rival Lions Gate Entertainment Corp.

Mr. Icahn is Lions Gate's largest shareholder, with just under
33%.

According to the Journal, Mr. Icahn told people close to MGM
earlier this week he holds somewhere between $400 million and $500
million of MGM's debt outstanding and is continuing to build his
position in the studio, they said.  The purchases give Mr. Icahn
about 10% of MGM's outstanding debt.

In discussions with some MGM creditors earlier this week, Mr.
Icahn said he believes MGM and Lions Gate could benefit from
synergies, the people said, according to the Journal.

The Journal notes Mr. Icahn doesn't yet hold enough debt to block
a pending deal between MGM and Spyglass Entertainment.  But he
could continue to buy pieces of MGM's bank obligations and try to
persuade other creditors to go along with his plans.

The Journal notes Hedge funds including Anchorage Advisors,
Highland Capital Management and Davidson Kempner Capital
Management hold about a third of MGM's debt, giving them power to
block any deal.

The Journal further relates Mr. Icahn didn't respond to a request
for comment.  MGM and Lions Gate declined to comment. Spyglass
couldn't be reached.

The Journal also adds that people close to MGM said Mr. Icahn's
recent overture shouldn't disrupt that deal. MGM's creditors spent
much of the summer talking to Lions Gate, but the two sides
disagreed on how to value a deal, they said.

Under MGM's current plan, creditors would forgive their debt and
take over the studio.  Spyglass would merge some of its older
films with MGM's library in exchange for a small ownership stake
in the restructured studio.

The Troubled Company Reporter, citing the Wall Street Journal's
Mike Spector, reported on September 20, 2010, that a person
familiar with the matter said Indian conglomerate Sahara India
Pariwar is in exploratory talks on acquiring Metro-Goldwyn-Mayer
for more than $2 billion.  This person cautioned that the talks
were at an early stage, and that MGM and its stakeholders haven't
yet shown substantial interest in doing a deal with Sahara, a
Lucknow-based company whose businesses, according to its Web site,
include TV and film.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.

MGM is grappling with $3.7 billion in debt.  In July 2010, MGM
received a sixth forbearance from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility, until September 15.

As reported by the Troubled Company Reporter on August 12, 2010,
sources told The Wall Street Journal that MGM hopes to file a
"prepackaged" bankruptcy sometime in mid-September, when the
latest waiver on debt payments expires.  J.P. Morgan Chase & Co.,
a major MGM creditor, is working on providing between $150 million
and $200 million in debtor-in-possession financing to steer the
studio through bankruptcy, one of the sources told the Journal.

MGM tried to sell itself in March 2010 but received low bids.  MGM
has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.


NEWPARK RESOURCES: S&P Assigns 'CCC+' Rating on $150 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level
rating and a recovery rating to Newpark Resources Inc.'s
proposed $150 million convertible notes due 2017.

S&P assigned a 'CCC+' issue-level rating (two notches below the
corporate credit rating on the company).  At the same time S&P
assigned a recovery rating of '6' to this debt, indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

"S&P's recovery analysis incorporates Newpark's plans to use the
proceeds from the proposed notes offering to repay outstanding
balances under its senior credit facility as well as general
corporate purposes," said Standard & Poor's credit analyst Amy
Eddy.

Newpark Resources is an oilfield service company based in Houston.
S&P's corporate credit rating on Newpark is 'B' and the outlook is
stable.

                          Ratings List

                      Newpark Resources Inc.

    Corporate Credit Rating                        B/Stable/--


                         Ratings Assigned

                      Newpark Resources Inc.

       $150 Mil. Convertible Notes Due 2017           CCC+
         Recovery Rating                              6


NIELSEN CO: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York, N.Y.-based Nielsen Co. B.V. to 'B+' from 'B'.
The rating outlook is positive.  S&P also raised its issue-level
ratings on the company's debt by one notch in conjunction with
S&P's raising of the corporate credit rating.

The 'B+' rating reflects Nielsen's relatively stable performance,
along with S&P's expectation that leverage will continue to be
reduced, albeit still high.  The rating action does not
incorporate specific expectations as to the size and certainty of
the company's planned IPO.  Further assumptions in S&P's rating
conclusion include the ongoing investment required to remain
competitive and likely continuing customer pressure on prices and
service levels that require and efficient cost structure.

S&P views Nielsen's business risk profile as "intermediate"
because of its strong market positions in media measurement and
retail marketing information, and its significant recurring
revenues.  Operating in approximately 100 countries, Nielsen is
the leading global provider of retail marketing, media, and
business information.  Marketing information and media measurement
have a high proportion of sales contracted in advance and strong
renewal rates, which lend a degree of stability to cash flows.
Marketing-information contract renewals are highly competitive,
though, linked to the scope of services and pricing.

Nielsen has a "highly leveraged" financial risk profile.  For the
12 months ended June 30, 2010, adjusted leverage was high at 7x
and in line with the average debt-to-EBITDA ratio of greater than
5x for the financial risk profile category.  Adjusted leverage
declined from 7.5x as of Dec. 31, 2009.  The company has reduced
leverage primarily through EBITDA growth.  The company also repaid
$25 million of debt in the first quarter and repaid a
EUR50 million note in May when it matured.  Adjusted leverage, pro
forma for the $1.5 billion debt repayment following the
contemplated IPO, was 5.8x for the last 12 months ended June 30,
2010.  Nielsen generated healthy discretionary cash flow for the
last 12 months ended June 30, 2010, converting 20% of its EBITDA
to discretionary cash flow.


OMNOVA SOLUTIONS: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded OMNOVA Solutions Inc.'s
Corporate Family Rating to B1 from B2 and the rating on its term
loan to B1 from B2.  The upgrade reflects the improvement in
OMNOVA's operations and incorporates expectations that the company
will take on debt to fund the recently announced Eliokem
acquisition.  The rating outlook is stable.  This summarizes the
ratings:

OMNOVA Solutions Inc.

Ratings upgraded:

* Corporate Family Rating -- B1 from B2

* Probability of Default Rating -- B1 from B2

* $150mm Gtd Sr Sec Term Loan B due 2014 -- B1 (LGD3, 42%) from B2
  (LGD4, 57%)

* Outlook: Stable

                        Ratings Rationale

The upgrade in OMNOVA's CFR to B1 is supported by the improvement
in operating performance and liquidity over the past twelve to
eighteen months.  The Performance Chemicals segment has
experienced higher sales volumes and profitability, and is
expected to benefit further from stronger pricing for paper
producers (paper related sales account for approximately 46% of
the Performance Chemicals segment sales).  While the Decorative
Products business has rebounded from trough levels, its profit
margins remain challenged, as real estate markets are not
supporting higher demand.  Lower commodity prices, rebounding
volumes (that are still below peak levels) and permanent overhead
cost reductions have led to increased profit margins and cash
flows at OMNOVA.  The company has also increased market shares as
competitors have exited the SB latex and other businesses.
Liquidity has improved to the point that the company carries a
sizeable cash balance ($42 million as of May 31, 2010) and
maintains an undrawn $90 million asset based revolving credit
facility.

Moody's view the announced acquisition of Eliokem as a positive.
The acquisition is a good strategic fit, and will provide
diversification into new niche product end markets for emulsion
polymers (75% of Eliokem's business are new markets for OMNOVA),
leading market positions, expansion into higher growth geographies
(particularly in emerging markets), an expanded customer base, and
international manufacturing operations that can offset the need
for future capital investments.  Eliokem's emulsion polymer
chemistries are similar to those of OMNOVA's Performance Chemicals
segment, but adds new product areas (e.g., antioxidants, specialty
resins, elastomeric modifiers).  Eliokem's higher margins, the
greater scale of the combined operations and the potential for
synergies should improve OMNOVA's profit margins.  While OMNOVA
has not actively made acquisitions in the recent past and does not
have operations in certain geographies where Eliokem operates,
Moody's would expect that OMNOVA's familiarity with the Eliokem
business should help minimize the acquisition integration risks.

The ratings upgrade is primarily supported by OMNOVA's improved
financial performance and liquidity that gives it the ability to
absorb the acquisition debt without impacting the B1 CFR.  The all
debt financing of the acquisition is expected to leave OMNOVA with
reasonable leverage for the B1 CFR (Debt/EBITDA ~ 4.1x for the
twelve months ended May 31, 2010, on a pro forma basis, including
Moody's standard analytical adjustments).  The reasonable
acquisition purchase price (approximately 6x adjusted EBITDA) also
allows OMNOVA to consider an all debt financed transaction without
pressuring the CFR.

Eliokem International manufactures specialty polymers and
chemicals, including coating resins, elastomeric modifiers,
antioxidants, rubber reinforcing resins, oil and gas drilling
chemicals, and lattices for specialty applications.  Its emulsion
polymer chemistries are similar to the offerings of OMNOVA's
Performance Chemicals segment.  The company operates five
production facilities, four of which are outside the U.S. It had
sales of and adjusted EBITDA of $268 million and $50 million for
the twelve months ended May 31, 2010.  About 76% of Eliokem's 2009
sales were outside the U.S., including the high growth emerging
markets of Asia.

OMNOVA manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals.  The company operates in two
business segments, Decorative Products (approximately 43% of
FY2009 consolidated net sales), which makes commercial wall
coverings, coated fabrics and decorative laminates, and
Performance Chemicals (approximately 57% of FY 2009 consolidated
net sales), which offerings include binders, coatings and
adhesives for the paper and carpet industries.  OMNOVA is a
producer of styrene butadiene latex in North America.
Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was
spun-off from GenCorp in 1999.  Revenues were $785 million for the
twelve months ended May 31, 2010.


ORLEANS HOMEBUILDERS: Plan Confirmation Hearing Set for Nov. 16
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orleans Homebuilders Inc. received approval of the
disclosure statement explaining its Chapter 11 plan.  The
confirmation hearing for approval of the Chapter 11 plan is now
set for Nov. 16.

The Plan, according to Mr. Rochelle, is designed to give stock and
new secured debt to revolving credit lenders owed $234 million.
Unsecured creditors would get lawsuit recoveries and share
proceeds from property sales after secured debt is paid.
Revolving credit lenders are expected to recover between 67% and
87% if they vote for the plan.  Unsecured creditors should see
between 3.4% and 5.25% if they vote "yes" as a class.

Mr. Rochelle recounts that Orleans negotiated the plan with
holders of more than 80% of the secured debt.  The Plan reduces
debt to less than $200 million from more than $400 million.

Orleans originally intended to sell the business for $170 million
to rival homebuilder NVR Inc.  Orleans dropped the sale in favor
of a plan where lenders would take ownership.  NVR sued for breach
of contract, according to Mr. Rochelle.

BankruptcyData.com reports the according to the Disclosure
statement and the Plan, as amended, holders of administrative
claims, D.I.P. facility claims, tax claims, priority claims, other
secured claims and secured operational lien claims are all
unimpaired and expected to receive 100% recovery.  Holders of
secured revolving credit facility claims are impaired and expected
to recover between 67 and 93%, depending on how the class votes on
the Plan.  Holders of general unsecured claims, junior
subordinated notes claims and trust preferred securities claims,
convenience class claims, lenders' deficiency claims are all
impaired, and Old OHB common stock interests and intercompany
claims are impaired and not entitled to vote.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


OTTER TAIL: Wants Access to $11.5-Mil. of Cash Collateral
---------------------------------------------------------
Otter Tail AG Enterprises, LLC, asks the U.S. Bankruptcy Court for
the District of Minnesota to approve a stipulation to extend its
access to cash that constitutes as collateral of various lenders.

The creditors which claimed an interest in the cash collateral
include AgStar Financial Services, PCA, MMCDC New Markets Fund II,
LLC, Otter Tail County, U.S. Bank National Association, and a
group of revenue bond holders assert an interest in the Debtor's
assets.  The Debtor owes lenders and the bondholders $81,206,140,
and $5,270,366, as of May 31, 2010.

Assets that constitute as collateral include real property located
at 24096 170th Ave. Fergus Falls, Minnesota; buildings and an
ethanol manufacturing plant in including processing equipment,
fixtures, and other property used directly in Debtor's
manufacturing operations, deposit accounts, accounts receivable,
vehicles, office equipment, parts inventory, production based
inventory and ethanol inventory.

The Debtor needs to use $11,500,000 of cash collateral until
October 6, 2010, to fund its payroll obligations and to continue
regular operations of its business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the various lenders replacement
liens in all of the real and personal property of Debtor and
superpriority administrative expense status.

                   About Otter Tail AG Enterprises

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  The Debtor disclosed assets of $66.4 million
against $86 million in debt, nearly all secured, in its schedules.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PACIFIC ETHANOL: To Repurchase 20% Stake in 4 Plants
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pacific Ethanol
Inc. has agreed to purchase a 20% stake in four plants it used to
own before they emerged from bankruptcy protection earlier this
year.

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.


PHILLIP KEITH: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The Hon. Ralph B. Kirscher converted, at the behest of the United
States Trustee, the chapter 11 bankruptcy case of Phillip Dennis
Keith to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code, effective September 20, 2010.  The Court finds
that Mr. Keith has no reasonable likelihood of rehabilitation, and
that the appointment of a Chapter 7 Trustee to investigate and
gather Mr. Keith's assets is in the best interest of creditors.

Mr. Keith objected to the U.S. Trustee, arguing he was going to
consolidate his case with the five pending bankruptcies of his
corporations.  But the Court notes Mr. Keith conceded at the
hearing that consolidation is not appropriate because Mr. Keith
has assets and liabilities separate and distinct from the debtor
corporations.

Wells Fargo Bank, N.A., Western Security Bank and Rocky Mountain
Bank joined in the U.S. Trustee's Motion.

First Interstate Bank Billings Height Branch sought Chapter 7
conversion solely on the grounds Mr. Keith failed to timely file
his schedules.  The Court denies that motion as Mr. Keith has
filed his schedules, albeit tardily.

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

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100929856

Phillip Dennis Keith, based in Billings, Montana, owns real
property and businesses.  He filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case No. 10-61722) on July 16, 2010.
Allen Beck, Esq., in Lewistown, Montana, serves as his bankruptcy
counsel.  He estimated $1 million and $10 million in assets and
debts.

Mr. Keith also placed his five companies in bankruptcy:

                                       Scheduled   Scheduled
   Debtor Company           Case No.   Assets      Liabilities
   --------------           --------   ---------   -----------
Turn of the Century, Inc.   10-61662  $3,573,600    $7,944,168
PS, Inc.                    10-61663  $1,142,558    $7,908,774
Jackpot on Main, Inc.       10-61664    $950,000    $7,015,723
Bailey's Pub, Inc.          10-61884  $1,435,547    $6,656,825
Blackhawk, Inc.             10-61886          $0    $7,898,847


PROTOSTAR LIMITED: Kiskadee Comms. Balks at Chapter 11 Plan
-----------------------------------------------------------
ProtoStar Ltd. will be facing opposition at an Oct. 6 confirmation
hearing for approval of a key settlement and its Chapter 11 plan.

ProtoStar has reached an agreement with the Official Committee of
Unsecured Creditors on the terms of the Chapter 11 plan.  A
creditor, Kiskadee Communications (Bermuda) Ltd., however, is
objecting to ProtoStar's creditor-repayment plan.

The Plan, according to Dow Jones' DRB Small Cap, is based on a
settlement agreement between ProtoStar's secured lenders and a
committee that represents unsecured creditors in the company's
bankruptcy case.  Under the settlement agreement, the secured
lenders -- which were initially slated to receive all of the
proceeds from the sale of ProtoStar's two satellites -- have
agreed to let unsecured creditors have some of the proceeds.
Specifically, unsecured creditors will receive their share of
$10.2 million.  In exchange, the unsecured creditors committee
agreed to drop its legal challenge of the secured lenders' liens.

Kiskadee, however, complained that after reviewing the creditor-
repayment plan, it appears the proceeds will not be distributed
fairly among unsecured creditors, according to Dow Jones.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Kiskadee, contends the settlement unfairly allocates fruits
of the settlement among the ProtoStar companies. Kiskadee also
argues that the settlement improperly benefits members of the
Creditors Committee.

                      About ProtoStar Ltd.

Hamilton, Bermuda-based ProtoStar Ltd. is a satellite operator
formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband Internet access across the
Asia-Pacific region.

The Company and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 09-12659) on July 29, 2009.  The Debtor
selected Milbank, Tweed, Hadley & McCloy LLP as lead counsel;
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Appleby as
Bermuda counsel; UBS Securities LLC as financial advisor and
investment banker and Kurtzman Carson Consultants LLC as claims
and noticing agent.  Lawyers at Lowenstein Sandler PC and
Greenberg Traurig LLP represent the Official Committee of
Unsecured Creditors.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. serves as liquidator of the Bermuda Group.

In their Chapter 11 petitions, the Debtors each estimated their
assets and debts at US$100 million and US$500 million.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 and liabilities totalling US$528,000,000.


RAYMOND PROFESSIONAL: Ill. Ct. Denies Bid to Stay Pope Judgment
---------------------------------------------------------------
The Hon. Jack B. Schmetterer denies a motion by Raymond
Professional Group, Inc., and Raymond Management Services, Inc.,
n/k/a Raymond Professional Group-Design/Build, Inc., to stay
collection of more than $3.5 million in judgment in a contractual
dispute with William A. Pope Company.  The judge finds RPG and RMS
have no assertable interests that can be irreparably harmed absent
a stay and they are not at all likely to succeed on the merits of
their appeals.  The judge also grants Pope's Motion for Turnover
of Bank Account.

Pope and RMS contracted to construct a project for the owner of a
power facility.  RPG was not part of the deal.  Pope and RMS
litigated their contractual rights in an arbitration proceeding
pre-bankruptcy.  The arbitration panel made an award in Pope's
favor.  Rather than accept the panel's decision, on December 18,
2006, RPG, RMS, and several related entities filed Chapter 11
bankruptcy cases.

Judge Schmetterer says both orders will be stayed at least two
weeks to permit any application for a stay that might be made to
the District Court Judge who presides over the appeals to be made
before Pope is allowed to take the Account funds.

The case is Raymond Professional Group, Inc., Plaintiff, Raymond
Management Services, Inc., n/k/a Raymond Professional Group-
Design/Build, Inc., Co-Plaintiff as to Counts II-VI, v. William A.
Pope Company, Defendant; William A. Pope Company, Counter-
Plaintiff as to Count VI, v. Raymond Professional Group, Inc., and
Raymond Management Services, Inc., n/k/a Raymond Professional
Group-Design/Build, Inc., Counter-Defendants; National Fire
Insurance Company of Hartford, a Connecticut Corporation
Intervening Plaintiff, v. Raymond Professional Group, Inc.,
Raymond Professional Group-Design/Build, Inc., and William A. Pope
Company, Intervening Defendants, Adv. Proc. No. 07-A-00639 (Bankr.
N.D. Ill.).

A copy of the Court's memorandum opinion dated September 29, 2010,
is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100929844

Engineering and design company Raymond Professional Group, Inc. --
http://www.raymond-co.com/-- and five of its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ill. Case No. 06-16748) on
December 18, 2006.  The Debtors are represented by Jason M. Torf,
Esq., at Schiff Hardin LLP in Chicago.  When the Debtors sought
Chapter 11 protection, they estimated their assets and debts
between $1 million and $100 million.


RHC LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: RHC, LLC
        300 Doug Warpoole Rd.
        Smyrna, TN 37167

Bankruptcy Case No.: 10-10445

Chapter 11 Petition Date: September 27, 2010

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

Judge: George C. Paine II

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

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-10445.pdf

The petition was signed by Robert W. Fields, president and owner.


ROCK & REPUBLIC: Still Crafting Plan, Receives Offer to Buy Assets
------------------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court in Manhattan
extended Rock & Republic Enterprises Inc.'s exclusive period to
propose a Chapter 11 plan until November 15, 2010, and the
exclusive period to solicit acceptances of that plan until Jan.
14, 2011, Dow Jones' DRB Small Cap reports.

Rock & Republic, according to the report, said that it had been
busy hunting for a strategic partner to assist it in crafting a
reorganization plan.  The Company added that a newly formed entity
called GR Acquisition LLC offered to purchase its assets for at
least $33 million.  The Company has also been busying itself with
resolving a dispute over two large claims, as well as dealing with
its leases.

                       About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-
11729).


SEARS HOLDINGS: Moody's Assigns 'Ba1' Rating on $665 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to the
$665 million senior secured notes due 2018 being offered by Sears
Holdings Corporation.  Of the planned issuance, $165 million will
be issued to Sears' pension fund through a private placement.
Moody's also affirmed the Ba2 Corporate Family Rating and other
credit ratings of Sears Holdings and its wholly-owned
subsidiaries.  Sears' rating outlook remains positive.

                        Ratings Rationale

The rating of the notes reflects their seniority to unsecured
obligations, as well as their effective subordination to debt with
higher priority on the collateral backing the notes.  The second
lien notes being offered in September 2010 have a second lien on
Sears' inventory and receivables which is subordinate to, but
independent of, the lien of the first position creditors.  The
notes contain provisions designed to ensure minimum asset coverage
for all secured debt by requiring Sears to offer to reduce debt
based on asset coverage tests.

The positive rating outlook reflects the potential for ratings to
rise in the near to medium term.  Sears' credit metrics, while
largely representative of its Ba2 rating, remained in a stable
band during the financial downturn.  Sears' low operating
profitability, which largely drives its credit metrics, has the
potential to improve given Moody's performance expectations for
the Sears Canada and Kmart franchises.  Recent actions taken to
monetize the value of Sears' proprietary brands also add to the
potential for improved profit margins.

Sears' ratings continue to reflect its formidable position in
hardlines and related service segments, led by its proprietary
market-leading Kenmore and Craftsman brands, which offsets the
struggling soft lines business.  The rating also considers Sears'
overall size and market position in the U.S., its respectable
positions in home electronics and the grocery and consumables
segments, and its 90% stake in Sears Canada which has consistently
been a solidly performing operation.  Negative factors impacting
the rating include Sears' continuing weak apparel business and
operating margins which are weak relative to peers.

Ratings could rise if operating margins improve meaningfully and
in a way that demonstrates broad improvement throughout Sears'
franchises.  Quantitatively, an upgrade would require debt/EBITDA
to be sustained below 4.3 times and EBITA/interest sustained above
2 times.  An upgrade would also require that Sears' financial
policy, including investment strategy, remains balanced and that
liquidity remains solid.

Ratings could be stabilized if trends which are leading to
improved operating margins were to reverse, or if overall same
store sales were to decline while peers' were gaining, indicating
loss of franchise strength.  Ratings could be downgraded if
operating performance weakens, or debt protection measures
deteriorate.  Specifically, ratings could be downgraded should
debt/EBITDA be sustained above 4.5 times, EBITA/interest be
sustained below 1.75 times, or liquidity weakens.  Additionally,
ratings could be downgraded if financial policy, including
investment strategy, becomes more aggressive to the extent that it
is a clear detriment to debtholders or increases the risk profile
measurably.

This rating was assigned:

  -- $665 million senior secured second lien notes due May 2018
     rated Ba1 (LGD 3, 35%)

These ratings and point estimates were affirmed:

Sears Holdings Corporation

  -- Corporate family rating at Ba2
  -- Probability of default rating at Ba2
  -- Speculative grade liquidity rating at SGL-2

Sears, Roebuck and Co.

  -- Issuer rating at Ba2

Sears Roebuck Acceptance Corp.

  -- 5.2% to 7.5% medium term notes due 2010 at 2013 of Ba3 (LGD
     5, 72%)

  -- 6.25% to 7.5% notes due 2010 to 2043 at Ba3 (LGD 5, 72%)

Sears DC Corp.

  -- 9.07% to 9.2% medium term notes at (P)B1 (LGD 6, 97%)

Sears Holdings Corporation is a holding company that owns both the
Sears and Kmart banners, as well as an 80.1% stake in Orchard
Supply Hardware.  Through its subsidiary Sears Roebuck, it also
owns 90% of Sears Canada.  Sears Holdings' consolidated annual
revenues are approximately $44 billion.


SEARS HOLDINGS: S&P Assigns 'BB+' Rating on $665 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+' debt
issue rating and '1' recovery rating to Sears Holdings Corp.'s
proposed $665 million senior secured second-lien notes due 2018,
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.

Of the $665 million proposed debt issuance, $165 million will be
offered to Sears' pension fund through a private placement.

The company intends to use proceed from the notes offering to
repay borrowings under the senior secured revolving credit
facility and to fund working capital requirements, capital
expenditures, and other uses, such as required pension
contributions.

"The rating on Sears reflect S&P's analysis that sales will remain
under pressure as consumer spending stays weak during the fragile
economic recovery," said Standard & Poor's credit analyst Ana Lai,
"but cost control and improving profitability at Kmart will
contribute to relatively stable operating margin in fiscal 2010."
It also reflects S&P's expectation that following the issuance of
the second-lien notes, borrowing needs under the revolving credit
facility will be reduced relative to historic levels, and Sears
would repay $425 million in debt maturities in 2011.

"The company's business profile is 'weak' because of the intense
competition from its peers, underinvestment in its store base
relative to its peers, and a merchandising strategy that has not
resonated with consumers," added Ms. Lai.  These factors and a
weak economy have contributed to a steady decline in sales.  In
addition, Sears and Kmart have struggled with increasing
competition from other broadline retailers, such as J.C. Penney,
Kohl's, Target, and Wal-Mart, as well as Home Depot and Lowe's.
Still, Sears holds leading positions in hard-line categories such
as appliances and tools.


SERVICE1ST BANK: Shareholders Approve Western Liberty Merger
------------------------------------------------------------
Service1st Bank of Nevada shareholders on September 22, 2010,
voted to approve the acquisition of Service1st by Western Liberty
Bancorp.

Additionally, WLBC has reached a definitive agreement with the
holders of a majority of its outstanding warrants to purchase
common stock to eliminate the warrants.  As a result of the new
agreement, warrant holders will instead have an existing share of
WLBC's Common Stock for every 32 warrants, and will receive a
consent fee of $0.06 in cash for each warrant (or $1.92 for every
32 warrants). Fractional shares of Common Stock will not be
issued.

John G. Edwards, writing for the Las Vegas Review-Journal,
reported that the merger would bring $25 million in additional
capital to Service1st, which would operate as a subsidiary of
Western Liberty and continue under the leadership of Chief
Executive William Martin.

The Review-Journal said some 99% of shareholders who cast ballots
favored the merger; however, many did not vote.

Western Liberty shareholders will vote on the proposed merger
later.

According to the Review-Journal, under the deal, Service1st
shareholders will receive stock valued at the bank's tangible book
value, or net worth of the company based on accounting books.  If
the stock sells above preset levels, shareholders are eligible for
a 20% premium on the buyout price.  The merger would give
Service1st more financial ammunition.  The report noted that
Service1st has been losing money in recent quarters because of the
Southern Nevada recession and the collapsing value of real estate
that back many of its loans.

Western Liberty Bancorp entered into a Merger Agreement, dated as
of November 6, 2009, as amended by a First Amendment to the Merger
Agreement, dated as of June 21, 2010, each among WL-S1 Interim
Bank, Service1st Bank of Nevada, and Curtis W. Anderson, as
representative of the former stockholders of Service1st.  The
Amended Merger Agreement provides for the merger of Merger Sub
with and into Service1st, with Service1st being the surviving
entity and becoming WLBC's wholly owned subsidiary.

On September 14, 2010, Service1st said it has been advised by
staff of the Federal Deposit Insurance Corporation, the Nevada
Financial Institutions Division and the Federal Reserve Board that
they will make every effort to grant the required regulatory
approvals for the Merger on or before September 30.  However, the
Federal Reserve Board staff advised Service1st that the date of
the Federal Reserve Regulatory Approval could be delayed until
October 12.

Service1st is a $232 million-asset bank that opened in early 2007.

On September 1, 2010, Service1st, without admitting or denying any
possible charges relating to the conduct of its banking
operations, agreed with the FDIC and the Nevada Financial
Institutions Division to the issuance of a Consent Order.  Under
the Consent Order, Service1st has agreed, among other things, to:

    (i) assess the qualification of, and have and retain
        qualified, senior management commensurate with the size
        and risk profile of Service1st;

   (ii) maintain a Tier 1 leverage ratio at or above 8.5% (as of
        June 30, 2010, Service1st's Tier 1 leverage ratio was at
        9.62%) and a total risk-based capital ratio at or above
        12.0% (as of June 30, 2010, Service1st's total risk-based
        capital ratio was at 16.88%); and

  (iii) continue to maintain an adequate allowance for loan and
        lease losses.


SHANE CO: Plan Includes Full Payment Over Time
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Shane Co. scheduled a Nov. 10 confirmation hearing
for a plan that proposes to pay secured and unsecured creditors in
full, over time.

According to the report, Chief Executive Officer Thomas M. Shane
is deferring payment on more than $30 million in loans he made to
the company he controls.  By providing full payment to creditors,
Mr. Shane and family trusts will retain ownership.  Mr. Shane will
defer principal payments on a $10.5 million secured loan he
advanced to finance the Chapter 11 case.  He will likewise defer
payments on $20 million in pre-bankruptcy secured loans until
unsecured creditors have been paid.  Some of the deferred payments
to unsecured creditors will be secured by a second lien on
inventory.  Mr. Shane will loan the company half of any tax
refunds he receives as a result of the company's net operating
losses.

                          About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- operates 20 jewelry stores.  The
Company filed for Chapter 11 protection on January 12, 2009
(Bankr. D. Col. Case No. 09-10367).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's
counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods,
P.C., serves as the Debtor's local counsel.  Cohen Tauber Spievack
& Wagner P.C. represents the Official Committee of Unsecured
Creditors.  The Debtor proposed Kurtzman Carson Consultants LLC as
its claims agent.  The Company filed formal lists showing assets
for $130 million and debt totaling $103 million, including $31.4
million owing on secured claims.


SIENA INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Siena Investments, LLC
        7235 S. Rainbow Blvd.
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-28260

Chapter 11 Petition Date: September 27, 2010

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

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Ste 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $2,155,860

Scheduled Debts: $2,968,738

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-28260.pdf

The petition was signed by Richard Olden, managing member of Olden
Enterprises, LLC.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Siena Rainbow, LLC                     10-28258   09/27/10


SIENA RAINBOW: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Siena Rainbow, LLC
        7235 S. Rainbow Blvd.
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-28258

Chapter 11 Petition Date: September 27, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Ste 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $3,139,555

Scheduled Debts: $3,954,062

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-28258.pdf

The petition was signed by Richard Olden, managing member of Olden
Enterprises, LLC.


SINCLAIR BROADCAST: Secretary Duncan Sells Class A Shares
---------------------------------------------------------
Sinclair Broadcast Group Inc. director and secretary J. Duncan
Smith disclosed in a Form 4 filing with the Securities and
Exchange Commission that he converted 64,000 shares of Class B
Common Stock to the same number of Class A shares.  Then he sold
off those shares in separate transactions between September 27 and
29.  The shares were sold for $7.05 to $7.10.  Mr. Duncan directly
holds 9,000,000 Class B shares following the transactions.  He
also directly owns 5,890.311615 shares of Common Stock held by a
401k Plan.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at June 30, 2010, showed $1.53 billion
in total assets, $1.71 billion in total liabilities, and a
stockholders' deficit of $170.36 million.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


SMART ONLINE: Atlas Capital Amasses 40% Equity Stake
----------------------------------------------------
Atlas Capital, SA, disclosed that as of September 14, 2010, it has
acquired, in the aggregate, 7,265,269 shares or 40% of Common
Stock either from Smart Online Inc. or from other shareholders of
the company.  Atlas has paid an aggregate of $19,644,247.08 for
shares from corporate funds, including 56,206 shares acquired from
Dennis Michael Nouri, former Smart Online President and Chief
Executive Officer, pursuant to a note cancellation agreement.  In
exchange for the shares acquired from Mr. Nouri, Atlas cancelled a
note under which Mr. Nouri owed Atlas principal and interest
totaling $85,117.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company's balance sheet at June 30, 2010, showed $1.05 million
in total assets, $17.84 million in total liabilities, and a
$16.78 million stockholders' deficit.  Stockholders' deficit was
$16.31 million at March 31.


SMURFIT-STONE: Disputes $221-Mil. Claim by Finance Unit
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Smurfit-Stone
Container Corp. is battling a $221 million claim from the
bankruptcy trustee of one of its units, Stone Container Finance
Co. of Canada II.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


ST JOSEPH: Moody's Reviews 'Ba3' Rating on Series 1999 Bonds
------------------------------------------------------------
Moody's Investors Service has placed the Ba3 rating assigned to
St. Joseph Health Services of Rhode Island on Watchlist for
possible downgrade.  The Watchlist action follows the receipt of
the St. Joseph's unaudited nine months of fiscal year 2010
financial statements ended June 30, 2010, which shows a large
$10.8 million operating loss and decline in unrestricted cash and
investments.  Admissions have declined 11% through June 30, 2010,
compared to the prior year period.  A multi-notch rating downgrade
is possible.  Moody's expect to complete Moody's review in the
next 90 days.

                           Rated Debt

  -- Series 1999 fixed rate bonds

The last rating action with respect to St. Joseph Health Services
of Rhode Island was on December 2, 2009, when the municipal
finance scale rating of Ba3 was affirmed with a negative outlook.
That rating was subsequently recalibrated to Ba3 on May 7, 2010.


STEVE PAIGE: 10th Cir. Rebuffs Disgruntled Plan Proponent
---------------------------------------------------------
WestLaw reports that an unsuccessful plan proponent that would
have provided funding to pay all unsecured creditors and
administrative expenses in full in the purchase of the valuable
domain name, "freecreditscore.com," from Chapter 11 estate was not
a "person aggrieved" by an appealed bankruptcy court fee order,
and thus lacked standing to appeal the fee order.  The proponent
had only an indirect and speculative financial stake in the
appeal.  The proponent not only had to be successful in vacating
confirmation of the joint plan, but it also had to obtain a
favorable decision in the adversary appeal, and the estate would
have to recover the domain name from the successful proponent,
before the unsuccessful proponent would have had any incentive to
propose a plan.  That plan would then have to be confirmed by the
bankruptcy court before the unsuccessful proponent would have had
any obligation to pay the administrative claim of the trustee and
counsel, i.e., the claim approved in the fee order, that the
unsuccessful proponent challenged in the appeal.  In re Paige,
2010 WL 3699747, slip op.
http://www.bap10.uscourts.gov/opinions/08/08-62.pdf(10th Cir.
BAP).

The Troubled Company Reporter covered the Bankruptcy Court's
ruling concerning a question about whether the Internet domain
freecreditscore.com was property of the Debtor's estate on
October 13, 2009.  As previously reported in the TCR, the
Honorable William T. Thurman received evidence that the Internet
domain name was valued between $350,000 and $25 million (and up to
$200 million) in the course of a 19-day trial in Jubber, et al.,
v. Search Market Direct, Inc., et al. (Bankr. D. Utah Adv. Pro.
No. 06-02299).

Steve Zimmer Paige sought Chapter 7 protection (Bankr. D. Utah
Case No. 05-34474) on Sept. 16, 2005, and the case was
subsequently converted to a Chapter 11 proceeding on Oct. 6, 2006,
after the U.S. Trustee's Office, acting on an anonymous tip from
THIRSTY 4 JUSTICE objected to Mr. Paige's general discharge for
failure to disclose ownership of the domain name in his Schedules
of Assets and Liabilities.  Gary Jubber serves as the Liquidating
Trustee under a joint Chapter 11 plan he and ConsumerInfo.com,
Inc., proposed on May 23, 2007, which was confirmed over Mr.
Paige's objection by Judge Thurman on Oct. 18, 2008.

Search Market Direct, Inc., and Magnet Media, Inc., and
ConsumerInfo.Com purchased substantial numbers of unsecured claims
against Mr. Paige with the clear intention to acquire and use the
freecreditscore.com Internet domain name.


SUPERIOR ACQUISTIONS: Case Summary & Creditors List
---------------------------------------------------
Debtor: Superior Acquistions, Inc.
        1 First Street
        Lakeport, CA 95453

Bankruptcy Case No.: 10-13730

Chapter 11 Petition Date: September 28, 2010

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

Judge: Alan Jaroslovsky

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

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

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

The petition was signed by Barry C. Johnson, president.

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Community Bank               Bare Land            $2,500,000
438 First Street
Santa Rosa, CA 95401

Bay Sierra                         Mobile Home Park     $1,250,000
1410 Neotomas Avenue, Suite 106    and RV Resort
Santa Rosa, CA 95405


Bay Sierra                         Office Building        $250,000
1410 Neotomas Avenue, Suite 106
Santa Rosa, CA 95405

Bob Nutto                          Mobile Home Park       $120,000
                                   and RV Resort

J. Berger                          Mobile Home Park       $110,000
                                   and RV Resort

Lake County Tax Collector          Mobile Home Park        $87,418
                                   and RV Resort

Clear Lake Lava                    Mobile Home Park        $41,000
                                   and RV Resort

Village Properties                 Bare Land               $40,000

Shasta County Tax Collector        Office Building         $18,744

Lake County Tax Collector          Bare Land               $12,490

Lake County Tax Collector          Office Parking Lot       $2,778


TAGISH LAKE: New Pacific Discloses Take Up Figures for Shares
-------------------------------------------------------------
New Pacific Metals Corp. disclosed that, pursuant to its recently
expired take-over bid for all of the outstanding common shares and
the offer to purchase all of the secured debt and the unsecured
debt (the "Unsecured Debt Offer") of Tagish Lake Gold Corp., New
Pacific, in total, took up 114,544,229 Tagish Shares, representing
approximately 80.1% of the issued and outstanding Tagish Shares.

New Pacific has issued an aggregate of approximately 15,328,600
New Pacific shares to the former holders of Tagish Shares who
tendered to the Share Offer and elected to receive all or part of
the consideration in common shares of New Pacific.  Today, New
Pacific effected the cancellation of 1,959,100 New Pacific Shares
which were acquired by it when its wholly-owned subsidiary
tendered its Tagish Shares for New Pacific Shares resulting in New
Pacific's total shares outstanding being 45,327,288 shares, of
which approximately 29.5% are held by former Tagish Lake
shareholders.

On September 28, 2010, New Pacific paid an aggregate of
$330,768.88 in secured debt of Tagish Lake that was tendered
pursuant to the Secured Debt Offer.  New Pacific did not pay for
any unsecured debt of Tagish Lake pursuant to the Unsecured Debt
Offer as the minimum tender condition of the Unsecured Debt Offer
(at least 50% of the unsecured creditors of Tagish Lake holding
unsecured debt representing in aggregate not less than 662/3% of
the unsecured debt then outstanding) was not met.

New Pacific has requested that the current Tagish Lake board of
directors resign, with the exception of John Resing, and that New
Pacific nominees be appointed.  Once New Pacific nominees are
appointed, the board will proceed to set dates for a Tagish Lake
shareholders' meeting and make plans that would seek to remove
Tagish Lake from CCAA protection.

                     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.


TECH REALTY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Tech Realty Developers, Inc.
        300 East 54th St., Unit 23BC
        New York, NY 10022

Bankruptcy Case No.: 10-15097

Chapter 11 Petition Date: September 27, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Robert L. Reda, Esq.
                  ROBERT L. REDA P.C.
                  1 Executive Boulevard, Suite 201
                  Suffern, NY 10901
                  Tel: (845) 357-5555
                  Fax: (845) 357-3333
                  E-mail: rreda@redalaw.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
R.A. Designs/ Eric Kupferbe
125 Taft Avenue
Long Beach, NY 11561

The petition was signed by company's president.


TELKONET INC: New Directors Report Equity Stake
-----------------------------------------------
Telkonet Inc. director William H. Davis disclosed in a Form 3
filing with the Securities and Exchange Commission that he
directly holds 14,800 shares of common stock.  He indirectly owns
8,500 shares, which are held by the William H. Davis Trust.

Director Joseph D. Mahaffey filed a separate Form 3 disclosing
that he doesn't hold any company securities.

As reported by the Troubled Company Reporter, the two directors
were appointed to Telkonet's Board effective September 1, 2010:

  * The Board of Directors appointed Mr. Mahaffey to fill the
    vacancy created by the resignation of Thomas C. Lynch.

  * The Board of Directors appointed Mr. Davis to fill the
    vacancy created by the resignation of Mr. Warren V. Musser.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

At June 30, 2010, the Company had total assets of $16,173,652; and
current liabilities of $8,293,244, long-term liabilities of
$697,557, and redeemable preferred stock of $811,303; and
stockholders' equity of $6,371,548.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that of
the Company's significant operating losses in the current year and
in the past.


THINKFILM LLC: Yellow Mag Seeks to Lift Protection Shield
---------------------------------------------------------
Yellow Mag LLC is asking a bankruptcy judge to lift the shield
protecting Thinkfilm LLC from creditors so it may pursue the
$1.1 million arbitration award it won in connection with a dispute
over an award-winning independent film, Dow Jones' DRB Small Cap
reports.

According to the report, Yellow Mag, a Nevada company that holds
the rights to the film "Self Medicated," won a $1.1 million
arbitration award from the Independent Film and Television
Alliance International Arbitration Tribunal against Thinkfilm on
March 9 in connection with Thinkfilm's breach of an agreement
regarding the film's distribution.

But within days, the report notes, creditors filed involuntary
Chapter 11 petitions against Thinkfilm and four affiliates,
effectively staying all pending collection efforts against the
companies.  The bankruptcy court hasn't yet issued a final ruling
on whether the companies must remain in bankruptcy, the report
adds.

                      About Thinkfilm, et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 against the
companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D.
Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif.
Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D.
Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No.
10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-
19912).  Judge Barry Russell presides over the cases.  The
Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.


THIRTEEN OASIS: To Sell in Commercial Property Auction
------------------------------------------------------
Thirteen Oasis convenience stores in the Twin Cities area:  that
closed due to a recent bankruptcy will soon have new owners,
clearing the way for them to reopen.  The stores will be sold in a
court-ordered two-phase auction that will culminate with live
bidding on Nov. 16.

Hagen Realty Group will market the properties and handle the
auctions.

"This may be the best chance in years for the right company or
investor to establish a strong foothold throughout the Twin Cities
metro area," said bankruptcy trustee John Hedback. The sale
includes stores in Inver Grove Heights, Hopkins, Eagan, Brooklyn
Park, Burnsville, Robbinsdale, Cannon Falls, Minnetonka, New
Brighton, South St. Paul and St. Louis Park.

"Many of these stores have excellent locations and facilities and
can quickly be re-established as thriving business locations for
individual investors or those who may be seeking to add to an
existing network of convenience stores," said Hedback.  "All of
them have operated within the last six to nine months, and all
will be ready for immediate occupancy."  The stores were owned by
Twin Cities Stores, Inc., doing business as Oasis Stores.

The auction will be conducted in two phases. Sealed bids are being
accepted through Friday, Nov. 12, and a live auction will follow
on Tuesday, Nov. 16, according to Hedback.  "Some sealed bids may
be accepted, so individuals need to go ahead and make offers in
case the store they want isn't available in the live auction," he
said. All high bids are subject to the approval of the U.S.
Bankruptcy Court.

The live auction will be held at 2:00 p.m. at the Marriott
Minneapolis West, 9960 Wayzata Boulevard, St. Louis Park, Minn.
Individuals interested in additional information about the auction
may contact the auction company at 800-942-6475 or visit
http://www.hrgsold.com/ Representatives will be available to
guide inspections of the property the week of Nov. 1.

Hagen Realty Group, based in Carrollton, Ga., is a national asset
disposition firm offering accelerated marketing for real estate
through accelerated listings, public outcry auctions, sealed bid
auctions, and Internet auctions to maximize dollar value for
clients.


THOMPSON PUBLISHING: Gets Interim Nod to Obtain DIP Financing
-------------------------------------------------------------
Thompson Publishing Holdings Co., Inc., et al., sought and
obtained interim authorization from the Hon. Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from a syndicate of lenders led by
PNC Bank, National Association, as administrative and collateral
agent, and to use cash collateral.

The DIP lenders have committed to provide a priming, senior
secured, superpriority revolving credit facility in a committed
amount of $3 million, of which $150,000 will be reserved for
letters of credit and $750,000 will be available upon entry of the
interim court order.  A copy of the DIP financing agreement is
available for free at:

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

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.

The DIP obligations will constitute superpriority administrative
expense claims against each of the Debtors with priority in
payment over any and all administrative expense claims, adequate
protection claims, and all other claims against the Debtors or
their estates.

The DIP facility will mature six months from the petition date.

As security for the DIP obligations, the DIP Agent will be granted
priming, first priority and fully perfected security interests in
and liens upon all of the Debtors' present and after-acquired
property.

The DIP facility will incur interest at a per annum rate equal to
the greater of (i) PNC's prime rate plus 5.75% and (ii) 9.00%.
Upon occurrence of an event of default, the loans outstanding
under the DIP Facility will, at the option of the DIP Agent, bear
interest at the applicable per annum interest rate then in effect
plus 2.0%.

Loans under the DIP Facility will be available if (a) book balance
of the Debtors' cash on hand is less than $1 million and (b) the
interim financing court order or final court order is in full
force and effect.

In the event that the book balance of the Debtors' cash on hand
exceeds $2.5 million at any time there are outstanding loans under
the DIP Facility, the Debtor will be required to apply any excess
cash to the outstanding loans under the DIP Facility.

The DIP Facility and the Debtors' right to use cash collateral
will mature and terminate on November 19, 2010.

The Debtors will pay a fee of $6,000 per month to the DIP Agent.
The Debtors will also pay the Agent a closing fee of $150,000 upon
entry of the interim court order.

The Court has set a final hearing for October 12, 2010, at
12:00 p.m. EST

                     About Thompson Publishing

Thompson Publishing Holding Co. Inc., which produces books on
regulatory trends and how they affect businesses and government,
sought bankruptcy protection from creditors (Bankr. D. Del. Case
No. 10-13070). Thompson is majority owned by Avista Capital
Partners, which bought a 50 percent stake in the company for
$130 million in 2006.

Thompson estimated assets of $10 million to $50 million and debts
of $100 million to $500 million in its Chapter 11 petition.

Six affiliates, including Thompson Publishing Group, Inc., filed
separate Chapter 11 petitions.

Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott,
Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtors
in their restructuring effort.


TOUSA INC: Paulson & Co. Buys Western Business
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc. was authorized by the bankruptcy court to
sell for $42.4 million most of its assets in Arizona, Nevada and
Colorado to RERF Acquisition Co., an affiliate of New York-based
hedge fund Paulson & Co.  Tousa operated in the western U.S. under
the name Eagle Homes.  Paulson bid to buy almost 8,300 unstarted
lots and 22 model homes.  Tousa decided that selling the western
operation in bulk was preferable to disposing of the properties
piecemeal over several years.

Tousa has an Oct. 27 hearing for approval of the disclosure
statement explaining the Chapter 11 plan filed in July.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TOWN & COUNTRY: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Town & Country Center LLC
        8105 Kiaweh Trace
        Port Saint Lucie, FL 34986

Bankruptcy Case No.: 10-65794

Chapter 11 Petition Date: September 27, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Timothy J. Conway, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  E-mail: tim.conway@tonkon.com

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-65794.pdf

The petition was signed by Linda Collins, member.


TRANSDIGM INC: S&P Puts 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Rating Services said that it has placed its
ratings on TransDigm Inc., including the 'B+' corporate credit
rating, on CreditWatch with negative implications.

"The action reflects the proposed acquisition of McKechnie by
TransDigm for about $1.27 billion in cash," said Standard & Poor's
credit analyst Roman Szuper.  "This largely debt-financed purchase
-- its largest to date -- will increase TransDigm's financial
risk, with pro forma total debt to EBITDA of about 6x, a
relatively elevated level for the rating.  The transaction is
expected to close before the end of 2010.  TransDigm has a good
history of integrating acquired companies and improving their
earnings and cash generation."

TransDigm is a well-established supplier in niche markets for
highly engineered aircraft components and has generated very
strong profit margins, benefiting mostly from aftermarket sales of
its proprietary products under sole-source contracts.  McKechnie
is a privately owned diversified aerospace supplier with 2010
sales of about $300 million and EBITDA margins in the low- to mid-
30% area.

"S&P expects to meet with management to review the McKechnie
acquisition, focusing on TransDigm's competitive business
position, cash generation, anticipated debt reduction, and
financial policy.  S&P's assessment of those factors will likely
determine whether the corporate credit rating is affirmed or
lowered," Mr. Szuper added.


TRICO MARINE: Taps Postlethwaite & Netterville as Accountants
-------------------------------------------------------------
Trico Marine Services, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ
Postlethwaite & Netterville as accountants.

P&N will assist the Debtors in the fulfillment of their duties
under applicable tax, accounting, and securities regulations, as
promulgated by the state and federal taxing authorities and the
Secutities and Exchange Commission, respectively.

The Debtors, P&N, and other professionals employed in the cases
will coordinate to prevent duplication in services provided.

Prepetition, P&N receive at least $966,596 in fees plus expenses
for services rendered.  The source of the compensation was the
Debtors' property.

The hourly rates of P&N's personnel are:

   Directors(Partners)     $150 - $200
   Manager/Associates      $110 - $150
   Seniors                  $95 - $110
   Staff                    $81 -  $95

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

P&N's lead accountant can be reached at:

   Lynne Burkart, CPA/CIA
   Energy Centre, 30th Floor
   1100 Poydras Street
   New Orleans, LA 70163-3000
   Tel: (504) 569-2978
   Fax: (504) 834-3609

The Debtors propose a hearing on the employment of P&N on
October 20, 2010, at 1:30 p.m.(ET).  Objections, if any, are due
October 13.

                        About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.

Ernst & Young LLP serves as tax advisors, and
Pricewaterhousecoopers LLC serves as the independent accountants
and tax advisors.


TRICO MARINE: Wants to Hire PwC as Independent Accountants
----------------------------------------------------------
Trico Marine Services, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ
Pricewaterhousecoopers LLC as independent accountants and tax
advisors.

PwC will, among other things:

   -- perform an audit of the Debtors' consolidated financial
      statements at December 31, 2010, and for the year ending,
      including reviews of the Debtors' unaudited consolidated
      quarterly financial before the form 10-Q is filed;

   -- access and assist with the technical accounting literature
      and resources; and

   -- provide consulting services and advice relating to tax
      advice, including both routine and special projects.

The Debtors, PwC, and other professionals employed in the cases
will coordinate to prevent duplication in services provided.

The hourly PwC's personnel are:

   Partner(National Office)             $950
   Partner(Regional Office)             $780
   Senior Manager(National Office)      $740
   Managing Director                    $650
   Director/Senior Manager              $550
   Manager                              $450
   Senior Associate                     $350
   Associate/Analysts                   $250
   Paraprofessional                     $200

PwC tells the Court that it intends to file interim and final fee
applications for the allowance of compensation for services
rendered and reimbursement of expenses incurred.  The estimated
fees in connection with the audit and quarterly review services
are approximately $1,400,000, excluding reasonable out-of-pocket
expenses.

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

PwC's lead accountant can be reached at:

   John M. Brady
   PRICEWATERHOUSECOOPERS LLC
   1201 Louisiana, Suite 2900
   Houston, TX 77002-5678
   Tel: (713) 356-4000
   Fax: (813) 329-9265

The Debtors propose a hearing on the employment of PwC on
October 20, 2010, at 1:30 p.m.(ET).  Objections, if any, are due
October 13.

                        About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.

Postlethwaite & Netterville serves as the Debtors' accountant and
Ernst & Young LLP serves as tax advisors.


TRICO MARINE: Wants to Hire Ernst & Young LLP as Tax Advisors
-------------------------------------------------------------
Trico Marine Services, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Ernst &
Young LLP as tax advisors.

Ernst & Young will, among other things:

   -- prepare the 2009 income tax returns;

   -- provide Chapter 11 Bankruptcy tax assistance; and

   -- provide Income Tax Provision Services.

The Debtors, Ernst & Young, and other professionals employed in
the cases will coordinate to prevent duplication in services
provided.

Prepetition, Ernst & Young received $267,480 and $100,000 in
advancement of funds.  In addition, Ernst & Young intends to
charge a fixed fee of $115,000 for the preparation of the 2009
income tax return.

As of the filing of this motion, Ernst & Young has not drawn from
the retainer.  The Debtors owe Ernst & Young approximately $14,631
in respect of services provided prepetition.

The hourly rates of Ernst & Young personnel are:

   Principals/Partners                   $602
   Senior Managers                       $546
   Managers                              $484
   Seniors                               $359

With respect to income tax provision services and routine on-call
advisory services, Ernst & Young intends to charge these hourly
rates:

   National tax Executive Directors/
   Principals/Partners                    $640
   Principals/Partners                    $565
   Executive Diectors                     $515
   Senior Managers                        $505
   Managers                               $409
   Seniors                                $331
   Staff                                  $109

The lead Ernst & Young professional can be reached at:

   John P. Hoffman
   1401 McKinney Street, Suite 1200
   Houston, TX 77010
   Tel: (713) 750-8230

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

The Debtors propose a hearing on the employment of Ernst & Young
on October 20, 2010, at 1:30 p.m.(ET).  Objections, if any, are
due October 13.

                        About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.

Postlethwaite & Netterville serves as the Debtors' accountant and
Pricewaterhousecoopers LLC serves as the independent accountanta
and tax advisors.


TRONOX INC: Court Approves Disclosure Statement
-----------------------------------------------
Tronox Incorporated disclosed that on September 30, 2010, the
United States Bankruptcy Court for the Southern District of New
York approved the Disclosure Statement Regarding the First Amended
Joint Plan of Reorganization of Tronox Incorporated, et al.
Pursuant to Chapter 11 of the Bankruptcy Code.  As a result of
such approval, Tronox may now solicit votes on the First Amended
Joint Plan of Reorganization of Tronox Incorporated, et al.
Pursuant to Chapter 11 of the Bankruptcy Code.

The Plan will settle Tronox's legacy environmental and tort
liabilities and allow it to emerge from chapter 11 in the coming
months.  A hearing to consider confirmation of the Plan is
scheduled for November 17, 2010 at 11:00 a.m. in the Bankruptcy
Court.

The Plan has the full support of the United States of America,
through the Department of Justice, on behalf of and in
consultation with the state, local, tribal and quasi-governmental
authorities who have filed claims against Tronox (including the
state of Nevada and certain water authorities (the "Nevada
Parties"), Tronox's official committee of unsecured creditors,
certain holders of Tronox's prepetition unsecured notes who are
backstopping the equity financing needed for the Plan and
representatives of holders of tort claims against Tronox.

The Plan provides for the following reorganization transactions:

Tronox will reorganize around its existing operating businesses,
including its facilities at Oklahoma City, Oklahoma; Hamilton,
Mississippi; Henderson, Nevada; Botlek, The Netherlands and the
Tiwest Joint Venture in Western Australia;

Tronox will rely on a combination of debt and new money equity
investments to meet its working capital needs and fund
distributions required by the Plan, which will include (a) total
funded first lien debt of no more than $468 million and (b) the
proceeds of a $185 million rights offering open to substantially
all unsecured creditors and backstopped by the Backstop Parties;

Government claims related to Tronox's environmental liabilities at
legacy sites (both owned and non-owned) will be settled through
the creation of certain environmental response trusts and a
litigation trust, to which Tronox will contribute the following
package of improved consideration: (i) $270 million in cash, (ii)
88% of Tronox's interest the pending Anadarko Litigation, (iii)
certain Nevada assets, including the real property located in
Henderson, Nevada, and (iv) certain other insurance and financial
assurance assets worth at least $50 million.

Tort Claimants, who have asserted claims related to potential
asbestos, benzene, creosote and other liabilities, will recover
from certain trusts to be created by the Plan to which Tronox will
contribute the following package of improved consideration: (i)
$12.5 million in cash, (ii) 12% of Tronox's interest in the
Anadarko Litigation, and (iii) certain insurance assets.

Holders of general unsecured claims will receive their pro rata
share of 50.9% of the common equity of reorganized Tronox, as well
as valuable rights to participate in the Rights Offering for an
aggregate of up to 45.5% of the common equity of reorganized
Tronox;

Private parties holding indirect environmental claims will have
their claims split for purposes of sharing in distributions to
holders of general unsecured claims and holders of tort claims;

A convenience class will be created consisting of certain
unsecured claims below $250 that will not be eligible to
participate in the Rights Offering.  Holders of these claims will
receive payment in cash equal to 89% of the amount of such claims;
and

Existing holders of equity in Tronox Incorporated will receive
warrants to purchase their pro rata share of up to 5% of the
common equity of reorganized Tronox if they vote to accept the
Plan.

"Approval of the Disclosure Statement represents further progress
in our restructuring and a significant milestone towards emerging
from chapter 11 in the coming months, free of our legacy
environmental and tort liabilities," said Dennis L. Wanlass,
Chairman and Chief Executive Officer of Tronox Incorporated.
"With this approval, our customers, suppliers and vendors can feel
confident in our ability to emerge from chapter 11 and move
forward as a strong competitor in the titanium dioxide and
specialty chemical industries."

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Opposes Equity Holders' $185MM Rights Offering
----------------------------------------------------------
The Official Committee of Equity Security Holders of Tronox Inc.
asks Judge Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to approve an alternative equity
commitment agreement as a binding agreement with the Debtors.

The Equity Committee, on September 2, filed an alternative
reorganization plan for the Debtors and, pursuant to that Plan,
the reorganized Debtor will offer and sell [18,500,000] shares of
new common stock to eligible holders and shareholder eligible
holders, who shall have the right to purchase shares of the new
common stock at $[10.00] per share.

In order to facilitate the Rights Offering and to fund, in part,
the payments to be made pursuant to the Plan, the Equity
Committee proposes the alternative commitment agreement
accompanied by a commitment from a group of companies to provide
$185 million as backstop in the contemplated rights offering.
The Backstop Sponsors are:

        * Ahab Capital Management;
        * Avenue Capital;
        * Cetus Capital, LLC;
        * Cheever Partners, LLC;
        * KVO Capital Management LLC;
        * LaGrange Capital Administration;
        * Oak Hill Advisors, L.P.; and
        * P. Schoenfeld Asset Management, LP.

The Debtors have also sought Court approval of a backstop
agreement for the same amount.  Craig A. Barbarosh, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, the Equity
Committee's counsel, however, notes that without the $185 million
that the Debtors are raising through their rights offering, the
Debtors would not be able to confirm their Amended Plan.

By this motion, the Equity Committee is simply requesting that
the Equity Committee Plan be placed on a level playing field with
the Debtors' Amended Plan, according to Mr. Barbarosh.  "It is
simply logical and fair that the EC Sponsors be given the same
incentives to provide the backstop for the Equity Committee Plan
as the Bondholder Backstoppers receive with respect to the
Debtors' Amended Plan," he contends.

Just like the Debtors' Amended Plan, the Equity Committee Plan
depends on the infusion of $185 million in new equity financing
to be raised through a rights offering, backstopped by the EC
Sponsors.

Under the circumstances, the fairest and most efficient process
for the Chapter 11 cases to move forward is for parties to
formulate coordinated rights offering procedures that can be
applied to both the Debtors' Amended Plan and the Equity
Committee Plan, Mr. Barbarosh asserts.  He adds that the joint
rights offering procedures should include the customary assurance
that both backstopping parties are entitled to equivalent
benefits in exchange for their capital commitments.

                     Debtors, et al., Object

The Debtors object to the Equity Committee's Request, complaining
that the request cited no legal authority either within the
statutory provisions of the Bankruptcy Code or case law to support
its position that "approval of the EC ECA is well within the
Court's discretion," the Request instead seek equitable
intervention.

Specifically, the Equity Committee asserts that, to create a
level playing field for a competing plan process, the Court must
force the Debtors' estates to be liable for the fees and expenses
associated with the Equity Committee's proposed financing, which
includes an $11,100,000 break-up fee.

On behalf of the Debtors, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, contends that even if the Equity
Committee's Request could override the express provisions of the
Bankruptcy Code, the underlying premise is flawed: ensuring the
Equity Committee a fair process with a meaningful opportunity to
confirm a viable alternative plan does not require saddling the
Debtors' estates with fees and expenses it does not believe in
its business judgment are reasonable, necessary or appropriate.

"In other words, it is the Equity Committee's responsibility to
propose a plan with adequate funding; it is not Tronox's
responsibility to fund the Equity Committee's plan," Mr. Cieri
argues.

The Equity Committee has had two years to develop a competing
plan and remains free to do so, and the Debtors have done nothing
to obstruct the competing plan process, Mr. Cieri points out.  He
adds that to the contrary, the Debtors have agreed to work with
the Equity Committee to facilitate a dual plan process.

The Debtors' accommodation in that regard always assumed the
Equity Committee would have a plan to solicit, like a plan for
which the Equity Committee has committed financing and legacy
creditor support, Mr. Cieri says.

And if the Equity Committee believes strongly enough that
Tronox's proposed plan significantly undervalues the reorganized
business, it should be comfortable pursuing a competing plan
without a backstopped rights offering or, more specifically,
without the need for a break-up fee, Mr. Cieri asserts.

For these reasons, the Debtors ask the Court to deny the Request.

In separate filings, the Official Committee of Unsecured
Creditors, the Ad Hoc Committee of Noteholders, and Anadarko
Petroleum Corporation and Kerr-McGee Corporation also ask the
Court to deny the Request.

On behalf of the Official Committee of Unsecured Creditors, Alan
W. Kornberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP,
in New York, argues that the Request not only lacks a valid legal
basis, but it reveals the infirmities plaguing its competing
plan.  He says that the Bankruptcy Code does not authorize the
payment of millions of dollars in the form of fees and other
expenses -- the most notable of which is the $11,100,000 Break-Up
Fee -- for a competing plan.

"Glaringly absent from the [Request] is reference to any
applicable legal authority to support its request to use assets
of the Debtors' estates to fund its competing plan process," Mr.
Kornberg notes.

In the Request, the Equity Committee argues that because it has
the right to file a competing plan pursuant to Section 1121 of
the Bankruptcy Code, it is only "fair" and "necessary" that
property of the Debtors' estates be used to pay for that
competing plan process.

However, Mr. Kornberg contends that Section 1121(c) or (d) makes
no reference to granting authority to use property of the estate
to fund a competing plan, and the Equity Committee fails to cite
even a single case to support its interpretation.

The Request also seeks approval of certain rights offering
procedures.

Anadarko and Kerr-McGee objects to the Request because the Rights
Offering Procedures preclude Anadarko and Kerr-McGee from
participating in the Equity Committee's rights offering and, in
turn, deny Anadarko and Kerr-McGee from realizing approximately
14% of their recovery under the Equity Committee's proposed
Chapter 11 plan.

Anadarko, Kerr-McGee, and the Equity Committee continue to engage
in discussions to resolve the issue, Richard A. Rothman, Esq., at
Weil Gotshal & Manges LLP, in New York, relates.  He adds that
nonetheless, because the parties have not finalized a consensual
resolution, Anadarko and Kerr-McGee filed their Objection on a
protective basis with the hope that the parties will resolve the
Objection prior to the hearing to consider the Request.

                   Equity Committee Responds

On behalf of the Equity Committee, Craig A. Barbarosh, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, contends that
because the Equity Committee is an official committee, the Court
has the authority to allow the Equity Committee access to estate
resources to enable it to do its work and pursue confirmation of
its proposed plan -- which will maximize the value of the
estates.

"It simply makes no sense for the Bankruptcy Code to mandate that
official committees shall use estate resources to represent their
respective classes, and -- after the termination of exclusivity -
- use estate resources to file alternative plans to maximize
value, but deny access to these same estate resources as a matter
of law when it comes to securing customary financing for such
alternative plans," Mr. Barbarosh says.

Approval of the EC ECA is essential to ensure that equity
financing is available throughout the confirmation process,
including in the likely event that the Equity Committee
successfully challenges the Debtors' valuation of Reorganized
Tronox, Mr. Barbarosh contends.  He adds that without equity
financing available, there will be added delay in the Debtors'
ability to exit Chapter 11.

Mr. Barbarosh also notes that in addition, the Objectors were
more than willing to allocate commitment fees totaling
$37,400,000 to the Bondholder Backstoppers pursuant to the
Debtors' August 27, 2010 Equity Commitment Agreement.

Under the Debtors' amended September 16 ECA, that commitment fee
was lowered to $21,200,000.

"Given their August 27 ECA, the Debtors are in no position to
argue that estate funding of the EC ECA is unreasonable or would
constitute a wasteful estate expense, especially as the EC ECA
provides needed assurance that equity financing will actually be
available upon plan confirmation," Mr. Barbarosh asserts.

For these reasons, the Equity Committee asks the Court to approve
the Request.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Reduces Distribution Network to Four
------------------------------------------------
Tronox Incorporated, the world's fifth largest producer of
titanium dioxide, TiO2, is making changes to its Distribution
Network effective October 1, 2010.  The number of distributors
representing Tronox TiO2 in the United States is being reduced
from seven to four.

In addition to their current territories, these four distributors
will add the following states to their territories:

    * Hall Technologies: Minnesota and Louisiana
    * D. H. Litter: North Carolina, South Carolina, Georgia and
      Florida

    * M. F. Cachat:Wisconsin, Eastern Tennessee, Alabama and
      Mississippi

    * Dowd and Guild will continue to serve the Western States

Majemac, Mehaffey & Daigle and Commerce Industrial Chemical will
continue to represent Tronox through September 30, 2010.  Tronox
recognizes and appreciates the long-term relationships that it has
had with these three distributors.

Tronox Customer Service (800-654-3911) will assist any customers
with questions about these changes.  Customers can also contact
the Distributor in their area directly at the following numbers.

    Hall Technologies -- 800-775-2909; http://www.halltechinc.com/
    D. H. Litter -- 800-551-1039; www.dhlitter.com/
    M. F. Cachat -- 800-729-8900; www.mfcachat.com/

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: R. Griffin Takes Over as CEO of Reorg. Entity
------------------------------------------------------------------
BankruptcyData.com reports that Trump Entertainment Resorts, which
emerged from Chapter 11 protection on July 16, 2010, announced the
appointment of Robert F. Griffin as chief executive officer of the
Company.  Mr. Griffin has also been named to the Company's board
of directors.

Mr. Griffin, age 51, has 30 years of experience in the gaming and
hospitality business.  Since November 2008, he has been president
and C.E.O. of MTR Gaming Group, which owns and operates casino and
racetrack facilities in West Virginia, Pennsylvania and Ohio.
Prior to joining MTR, Mr. Griffin served as senior vice president
of operations of Isle of Capri Casinos from 2004 to 2008, where he
was responsible for the operations of 16 casinos and racing
facilities in the United States, Grand Bahamas and the United
Kingdom. Mr. Griffin previously held senior management positions
at Trump Entertainment Resorts' Trump Marina Hotel Casino from
1992 to 1998.

Mark Juliano, who has served as C.E.O. and as a member of the
Company's board of directors since August 2007, will be leaving
the Company later this year to pursue other opportunities. Mr.
Juliano will remain as the Company's C.E.O. through a transition
period that will extend until the time Mr. Griffin joins the
Company, which is expected to be sometime in late October or
November 2010, subject to receipt of required regulatory
approvals.

Marc Lasry, chairman of the board of Trump Entertainment Resorts,
stated, "The Board is very pleased that Bob Griffin, an
experienced gaming executive with extensive knowledge of the
industry and hands-on operational experience, will be taking the
helm as CEO of Trump Entertainment Resorts. At the same time, we
thank Mark Juliano for his substantial contributions to the
Company over the last few years. The steady hand Mark provided as
CEO during the Company's successful reorganization helped position
us well for the future."

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on February 17, 2009
(Bankr. D. N.J., Lead Case No. 09-13654).  The Company has tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP is the Company's auditor and accountant and Lazard
Freres & Co. LLC is the financial advisor.  Garden City Group is
the claims agent.  The Company disclosed assets of $2,055,555,000
and debts of $1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in
May 2005, it exited from bankruptcy under the name Trump
Entertainment Resorts Inc.


UAL CORP: Advises Stock Plan Participants on Merger Impact
----------------------------------------------------------
UAL Corporation's Doug Rose advised stock plan participants in an
e-mail dated September 27 that the upcoming merger with
Continental Airlines will impact outstanding equity awards granted
under UAL's 2006 Management Equity Incentive Plan and Incentive
Compensation Plan.  The e-mail summarizes the effect of the merger
on the participants' outstanding equity awards.

Continental and United announced an all-stock merger of equals on
May 3, 2010.  Shareholders of UAL and Continental approved the
merger at separate meetings held September 17, 2010.

UAL and Continental expect to close their merger by Oct. 1, 2010.
Upon the closing of the merger, the holding company, UAL
Corporation, will be renamed United Continental Holdings, Inc.

Pursuant to the e-mail, upon the legal closing of the merger,
these will occur:

     -- Any unvested restricted stock awards will vest.  The
        shares, net of taxes, will be deposited into a
        participant's account with Fidelity Stock Plan Services,
        LLC, and be freely tradable.

     -- Any unvested restricted stock units granted before
        April 1, 2009 will vest upon the closing of the merger.
        The shares, net of taxes, will be deposited into a
        participant's Fidelity Account and be freely tradable.

     -- Any unvested restricted stock units granted between
        April 1, 2009 and May 1, 2010 will vest and a cash amount
        equal the closing price of UAUA common stock the day
        preceding the merger close multiplied by the number of
        RSUs, net of taxes, will be deposited into the Fidelity
        Account.

     -- Any unvested RSUs granted after May 1, 2010 will not
        accelerate and will remain subject to the normal vesting
        schedule as outlined in the participant's Restricted Stock
        Unit Award Notice.

     -- Any unvested stock options granted under the MEIP or ICP
        will vest in full and become immediately exercisable.

     -- Any cash incentive award granted under the 2009 Long Term
        Incentive Plan will be prorated based on the performance
        period completed and be paid within 10 business days via a
        separate payroll check.

Other than the changes, all outstanding options will continue to
be subject to the same terms outlined in the grant documents.

A copy of UAL's e-mail is available at:

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

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, and 'B' long term
foreign issuer credit rating from Standard & Poor's.

In September 2010, Fitch Ratings upgraded the debt ratings of UAL
Corp. and its principal operating subsidiary United Airlines,
Inc.  Fitch raised United's Issuer Default Ratings to 'B-' from
'CCC'; Secured bank credit facility to 'BB-/RR1' from 'B+/RR1';
and Senior unsecured to 'CC/RR6' from 'C/RR6'.  Fitch upgraded
UAL's IDR to 'B-' from 'CCC'; and Senior unsecured to 'CC/RR6'
from 'C/RR6'.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


ULTIMATE ESCAPES: Gets Objection to "Aggressive" Sale Timeline
--------------------------------------------------------------
U.S. Trustee Roberta A. DeAngelis is objecting to the bid rules
Ultimate Escapes Holdings LLC wants to govern its upcoming
auction, saying the "aggressive" timetable the company has laid
out for its sale process could compromise its ability to nab the
best offer for its assets, Dow Jones' DRB Small Cap reports.

According to the report, Mr. DeAngelis is urging a judge to slow
down the fast-approaching bid deadline, auction and sale hearing
dates Ultimate Escapes has pegged as part of its campaign to sell
its assets.  The report relates that under the luxury vacation
club's proposed bid procedures, up for court approval at an Oct. 4
hearing, the company seeks to solicit bids through October 15,
hold an auction on October 18 and seek final approval of a
transaction at a sale hearing on October 20.

Mr. DeAngelis, the report adds, said that the swift timeline could
prohibit the company from reaping the most value from its sale
process.

                         Bid Procedures

The Debtors are asking permission to sell substantially all assets
to lenders, absent higher and better bids at an auction this
October.

The Debtors entered into an asset purchase agreement with
CapitalSource Finance LLC, as administrative, payment and
collateral agent, and CapitalSource Bahamas LLC, as a collateral
agent, for the benefit of CapitalSource Bank, as lender.  Under
the APA, CapitalSource will acquire the assets for $74,709,715,
which will e paid by way of a dollar-for-dollar credit against the
prepetition obligations, or $97,276,905.84.

CapitalSource won't assume any liabilities of the Debtors.

A copy of the APA is available for free at:

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

The Debtors are proposing that in the event that the Debtors
receive better offers for the assets, an auction will be held on
October 18, 2010, at 10:00 a.m.  The Debtors propose that no later
than October 15, 2010, at 4:00 p.m. prevailing Eastern time, the
Debtors will notify the qualified bidders of (i) the highest or
otherwise best qualified bid and (ii) the time and place of the
auction.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


ULTIMATE ESCAPES: Sues Competitor for Luring Customers
------------------------------------------------------
Ultimate Escapes Inc. commenced an adversary proceeding against
Club Holdings LLC, one of its competitors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the complaint says that the two companies entered
into a confidentiality agreement in April allowing Club Holdings,
based in Broomfield, Colorado, to investigate the possibility of
an acquisition.  The complaint alleges that Club Holdings,
operating as Quintess, used information obtained through the
confidentiality agreement to solicit about 200 of Ultimate
Escapes' members.

Ultimate Escapes, Mr. Rochelle relates, wants the bankruptcy judge
in Delaware to sign a temporary restraining order halting use of
the customer lists.  The company contends contacting customers
violates the confidentiality agreement and the so-called automatic
stay resulting from the Chapter 11 filing.

In the complaint, the Debtors ask the U.S. Bankruptcy Court for
the District of Delaware to:

   -- direct Club Holdings, LLC, to refrain from using the
      Debtors' confidential and propriety membership lists and
      related information and from soliciting the Debtors'
      members;

   -- declare automatic stay barring Club Holdings' conduct in
      this regard; and

   -- avoid as fraudulent and preferential conveyances the
      transfer of valuable property by the Debtor in connection
      with the agreement dated August 6, 2010, without having
      received reasonably equivalent value in exchange and at a
      time when Ultimate Escapes was insolvent or became insolvent
      as a result of the transfer.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, serves as the
Debtors' bankruptcy counsel.  CRG Partners Group LLC is the
Debtors' restructuring adviser.  Ultimate Escapes Holdings
estimated assets at $10 million to $50 million and debts at $100
million to $500 million as of the Petition Date.  The Company's
consolidated balance sheet at June 30, 2010, showed $188.7 million
in total assets, $222.0 million in total liabilities, and a
stockholders' deficit of $33.3 million, according to recent
filings with the Securities and Exchange Commission.


VENETIAN CASINO: Moody's Assigns 'B2' Ratings on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Venetian Casino
Resort, LLC's and Las Vegas Sands, LLC's existing senior secured
credit facilities.  The co-issuers are U.S. subsidiaries of Las
Vegas Sands Corp.  All other LVSC and related ratings were
affirmed.  LVSC has a B2 Corporate Family Rating, B2 Probability
of Default Rating and a positive rating outlook.

Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-
issuer) ratings assigned:

  -- $218 million senior secured revolver expiring 5/2012 at B2
     (LGD 4, 51%)

  -- $533 million senior secured revolver expiring 5/2014 at B2
     (LGD 4, 51%)

  -- $753 million senior secured term loan B due 5/2014 at B2 (LGD
     4, 51%)

  -- $1,415 million senior secured term loan B due 11/2016 at B2
     (LGD 4, 51%)

  -- $154 million senior secured delayed draw term loan 1 due
     5/2014 at B2 (LGD 4, 51%)

  -- $284 million senior secured delayed draw term loan 1 due
     11/2016 at B2 (LGD 4, 51%)

  -- $77 million senior secured delayed draw term loan 2 due
     5/2013 at B2 (LGD 4, 51%)

  -- $208 million senior secured delayed draw term loan 2 due
     11/2015 at B2 (LGD 4, 51%)

Las Vegas Sands Corp. ratings affirmed:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- $190 million 6.375% senior notes at B2 (LGD 4, 51%)
  -- Speculative Grade Liquidity rating at SGL-2

Venetian Macao Limited ratings affirmed:

  -- $2,128 million senior secured term loans at B2 (LGD 4, 51%)
  -- $609 million senior secured revolver at B2 (LGD 4, 51%)

                        Ratings Rationale

LVSC's B2 Corporate Family Rating acknowledges the company's
significant leverage, and the risk that its future de-leveraging
is highly dependent upon the performance of its Marina Bay Sands
integrated resort in Singapore.  The ratings also consider the
continued challenges in the Las Vegas, NV gaming market as well as
a significant amount of further development plans in Macau, China.
And while leverage is very high for a B2 rated company, the rating
reflects Moody's expectation that LVSC will materially reduce its
leverage over the next year.  Ratings are supported by the strong
performance and favorable growth prospects for LVSC's Asian gaming
assets, the company's high quality gaming and resort assets, and
its good liquidity.

The positive rating outlook indicates that LVSC's ratings could be
upgraded if Marina Bay Sands continues to ramp up at a pace that
will facilitate significant reduction in leverage.  The positive
outlook also considers LVSC's improved cost structure which should
benefit the company's consolidated earnings profile going forward,
and the recent implementation of table games in Pennsylvania which
will benefit its Bethlehem, Pennsylvania facility.

Ratings could be upgraded if Moody's become comfortable that
Marina Bay Sands can generate a rate of return that enables LVSC
to materially reduce its consolidated debt burden.
Quantitatively, a higher rating requires that LVSC be able to
sustain consolidated debt/EBITDA below 5 times.  The company would
also need to adhere to a more conservative long-term financial
policy than it has followed in the past, and one that is
consistent with a higher rating.

The rating outlook would likely be revised to stable if Moody's
come to believe that LVSC will not be able to achieve and sustain
consolidated debt/EBITDA at 5 times, but would be able to achieve
and maintain consolidated debt/EBITDA no higher than 6 times.
Ratings could be lowered if Moody's come to believe that, for any
reason, LVSC will not be able to achieve lower than 6 times
consolidated debt/EBITDA.

LVSC owns and operates hotel and casino integrated resort
facilities in Las Vegas, NV, Bethlehem, PA, Macau, China and
Singapore.  The company generates consolidated annual net revenue
of about $5.4 billion.


WORKFLOW MANAGEMENT: Files for Chapter 11 with Plan
---------------------------------------------------
Workflow Management, Inc., WF Capital Holdings, Inc.,  and a host
of affiliates voluntarily filed for chapter 11 protection in
Virginia (Bankr. E.D. Va. Lead Case No. 10-74617) with a plan to
restructure the companies' senior debt.

netDockets reports that immediately upon filing for bankruptcy,
the Debtors filed a proposed plan of reorganization which, if
confirmed by the court, would impact primarily only the payment
terms for their secured debt; the proposed plan provides for
payment in full of all undisputed claims and the retention by
existing shareholders of their equity interests. In court filings,
the report relates, Workflow Management asserts that it did reach
an agreement with certain of its first lien lenders on a
consensual restructuring of their obligations but was "not able to
reach an agreement with one First Lien Lender with respect to
Revolver B and the Second Lien Credit Agreement," thereby
necessitating the chapter 11 filings.

The report notes that generated 2009 net revenues of US$661.5
million and 2009 adjusted EBITDA of US$61.5 million.

A complimentary copy of Workflow Management's proposed plan of
reorganization is available at:

          http://www.netdocketsblog.com/#ixzz114CWe290/

                     About Workflow Management

Workflow Management -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.  In early
2009 acquisition vehicle Enterprise Acquisition Corp. withdrew its
bid to acquire Workflow Management's privately held parent
company, Workflow Capital Holdings. Perseus is WF Capital's
largest shareholder.

Following the Company's May 1, 2009 amendments of its first-lien
and second-lien credit facilities, Standard & Poor's Ratings
Services lowered its corporate credit rating on Workflow
Management to 'SD' (selective default) from 'CC'.  S&P also
lowered the issue-level rating on the company's $140 million
second-lien term loan to 'D' from 'C'.  In addition, S&P revised
its recovery rating on the company's 40 million secured revolving
credit facility and $275 million first-lien term loan to '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
for lenders in the event of a payment default, from '1'.

Workflow Management and its affiliates are represented by
McGuireWoods LLP in the bankruptcy cases.  The Debtors will also
seek to employ Tavenner & Beran, PLC, as co-counsel and conflicts
counsel; Arnold & Porter LLP, as special counsel; Kaufman &
Canoles, P.C., as corporate counsel; FTI Consulting, as financial
advisors; and Kurtzman Carson Consultants LLC, as claims,
noticing, and balloting agent.


WORKFLOW MANAGEMENT: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor:  Workflow Management, Inc.
         fka Workflow Graphics, Inc.
         220 E. Monument Avenue
         Dayton, OH 45402-1223

Bankruptcy Case No.: 10-74617

Debtor-affiliates filing separate Chapter 11 petitions:

     WF Capital Holdings, Inc.
     Old UE, LLC
     Old FGS, Inc.
     WF Holdings, Inc.
     Workflow Holdings Corporation
     Workflow Management, Inc.
     WFMI, Inc.
     Workflow Solutions LLC
     WFIH, Inc.
     The Relizon Company
     Workflow of Florida, Inc.
     Workflow Management Acquisition II Corp.
     SFI of Puerto Rico, Inc.
     Workflow Direct, Inc.
     Relizon De Mexico Inc.
     Relizon SNE Inc.
     Formcraft Holdings Limited Partner, Inc.
     Formcraft Holdings General Partner, Inc.
     Relizon KNE Inc.
     Relizon Wisconsin Inc.
     Relizon (Texas) Ltd. LLP

Type of Business: Workflow Management offers commercial printing
                  services, including print buying and document
                  management capabilities, through three
                  divisions: WorkflowOne, Freedom Graphics
                  Services, and United Envelope.  It also
                  distributes office products and promotional
                  items through an online ordering system. Its
                  customers include both small and large companies
                  throughout North America in such sectors as
                  financial services, health care, retail, and
                  government

                  Web site: http://www.workflowone.com/

Chapter 11 Petition Date: September 29, 2010

Bankruptcy Court:  U.S. Bankruptcy Court
                   Eastern District of Virginia (Norfolk)

Bankruptcy Judge:  Stephen C. St. John

Debtor's Counsel: Cullen A. Drescher, Esq.
                  Daniel F. Blanks, Esq.
                  Douglas M. Foley, Esq.
                  Patrick L. Hayden, Esq.
                  McGuireWoods LLP
                  9000 World Trade Center, 101
                  W. Main St.
                  Norfolk, VA 23510
                  Tel: (757) 640-3700
                  Email: cdrescher@mcguirewoods.com
                         dblanks@mcguirewoods.com
                         dfoley@mcguirewoods.com
                         phayden@mcguirewoods.com

                  Sarah Beckett Boehm, Esq.
                  McGuireWoods LLP
                  One James Center
                  901 East Cary St.
                  Richmond, VA 23219
                  Tel: (804) 775-1000
                  Email: sboehm@mcguirewoods.com

                  Rosa J. Evergreen, Esq.
                  Arnold & Porter LLP
                  555 Twelfth St. N.W
                  Washington, DC 20004
                  Tel.: (202) 942-5572
                  Email: rosa_evergreen@aporter.com

Debtor's
Co-counsel
and
Conflicts
Counsel         : TAVENNER & BERAN, PLC

Debtor's
Special
Counsel:          ARNOLD & PORTER LLP

Debtor's
Corporate
Counsel:          KAUFMAN & CANOLES, P.C.

Debtor's
Financial
Advisor:          FTI CONSULTING

Debtor's
Claims
Agent:             KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $100 million to $500 million

Estimated Debts : $100 million to $500 million

The petition was signed by Paul H. Bogutsky, executive VP, CFO,
and Treasure.

Workflow Management's List of 30 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim        Claim
Amount
-------------                   ---------------        -----------
-
Branch Banking And Trust        Note Payable           $20,000,000
Company
Attn: Jeffrey M. Rubery
1909 K Street, N.W
2nd Floor
Washington DC 20006

The Carlyle Group               Note Payable           $12,495,728
Attn: Bruce E. Rosenblum
1001 Pennsylvania Avenue, N.W.
Washington DC 2000

Mohamed Yacoub                  Litigation Settlement   $1,367,275
Attn: Philippe C. Vachon
c/o Borden Ladner Gervais LLP
1000 de La Gaucheteiere Street
West
Bureau/Suite 90

United Envelope Long-Term       Pension Obligations     $1,094,706
Union Pension

Tenet Healthcare Corporation    Customer Sales Rebates    $768,737

Adecco Employment Servic        Trade Vendor              $679,645

Unisource Worldwide             Trade Vendor              $623,438

Appleton Paper                  Trade Vendor              $567,495

Georgia-Pacific Corp            Trade Vendor              $551,517

Fort James Corp.                Trade Vendor              $524,343

Nissan North America Inc        Prepaid Postage           $498,510

Carolinas Shared Services,      Buying Group Rebate       $491,169
LLC

Novation LLC                    Buying Group Rebate       $473,711

Fidelity Investments            Prepaid Postage           $351,320

Cingular Wireless               Prepaid Postage           $341,195

AT&T                            Prepaid Postage           $300,932

Rollsource Papers               Trade Vendor              $266,140

Pace Industry Union             Pension Obligations       $261,415
Management Pension Fund

CENVEO                          Trade Vendor              $259,389

Business Card Service           Trade Vendor              $230,045

Sanmar Corp                     Trade Vendor              $214,148

Baptist Memorial Health         Customer Sales Rebates    $193,377

Guaranty Bank                   Prepaid Postage           $184,949

Memorial Hermann                Customer Sales Rebates    $183,824
Healthcare System

Agribank                        Prepaid Postage           $182,554

Innerworkings/                  Litigation Settlement     $150,000
Servicemaster/Terminex

Medco Health Solutions          Prepaid Postage           $129,095

Lefavor Envelope Co             Trade Vendor              $126,978

Santa Clara Valley Health       Customer Sales Rebates    $122,156

Integris Health                 Customer Sales Rebates    $115,653


* Vultures Looking Elsewhere for Lack of Large Chapter 11s
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that restructuring experts said at a conference in
September that the lack of large, new Chapter 11 filings is
forcing vulture investors to find opportunities with smaller
companies in financial distress, mortgage-backed securities and
sovereign debt.


* Judge Lifland Rails Against Late-in-the-Case Claims Buying
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Hon. Burton R. Lifland, the longest-serving
bankruptcy judge in New York, gave a speech in September where he
said that investors who buy claims during a bankruptcy
reorganization can threaten to delay or derail an otherwise
successful confirmation by necessitating lengthy and costly
valuation trials.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Mr. Greenberg is an economist who analyzes the healthcare field
from the perspective that "health care is a business [in which]
the principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and economic
factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Mr.
Greenberg takes up the question of how physicians and how
hospitals compete in this system.  Competition among physicians
takes place locally among primary care physicians and on a wider
geographical scale among specialists.  There is competition also
between M.D.s and allied practitioners: for example, between
ophthalmologists and optometrists and between psychiatrists and
psychologists.  Regarding competition between physicians in a fee-
for-service practice and those in managed care plans, Mr.
Greenberg cites statistics and studies that there was lesser
utilization of healthcare services, such as hospitalization and
tests, with managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting time,"
the word "demeanor" takes on added meaning.  The demeanor of a
big-city plastic surgeon, for example, would be markedly different
from that of a rural pediatrician.  Thus, demeanor has a
relationship to the costs, options, services, and payments in the
medical field, and also a relationship to doctor education and
government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice.  He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he take
a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested in
understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better met.
Conditions that are often seen as intractable because they are
regarded as social or political problems such as the overcrowding
of inner-city health centers or preferential treatment of HMOs
are, in Greenberg's view, problems amenable to economic solutions.
According to the author, the basic economic principle of supply-
and-demand goes a long way in explaining exorbitantly high medical
costs and the proliferation of specialists.

Mr. Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Mr. Greenberg applies his abilities as a
keen-eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest, and
the author's focus on the economics of the health field does not
make for dry reading.  Healthcare is a central concern of every
individual and society in general.  Mr. Greenberg's book clarifies
the workings of the healthcare field and provides a starting point
for addressing its long-recognized problems and moving down the
road to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior Fellow
at the University's Center for Health Policy Research.  Prior to
these positions, in the 1970s he was a staff economist with the
Federal Trade Commission.  He has written a number of other books
and numerous articles on economics and healthcare.

                           *********

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.


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