TCR_Public/101004.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 4, 2010, Vol. 14, No. 275

                            Headlines

24 HOUR: Moody's Downgrades Corporate Family Rating to 'B3'
ADMI ACQUISITIONS: Moody's Assigns 'B2' Rating on $230 Mil. Loan
AE BIOFUELS: Posts $2.23 Million Net Loss in June 30 Quarter
AEROFLEX INCORPORATED: Moody's Raises Corp. Family Rating to 'B2'
ALLIANZ GLOBAL: Recognition Hearing Scheduled for Nov. 9

AMERICAN APPAREL: Amends Credit Agreement with Lion Capital
AMERICAN APPAREL: Annual Shareholders Meeting Set for Dec. 10
AMERICAN INTERNATIONAL: Fitch Affirms 'B' Rating on Securities
AMERICAN SAFETY: Auction Overturned by Bankruptcy Judge
AMERITYRE CORP: Recurring Losses Prompt Going Concern Doubt

ANGELICA CORPORATION: Moody's Assigns 'B2' Corp. Family Rating
ANGIOTECH PHARMA: Defers $9.7 Million Payment to Bondholders
ANTHONY MOULTRIE: Case Summary & 12 Largest Unsecured Creditors
ASBURY AUTOMOTIVE: Moody's Affirms 'B2' Corporate Family Rating
ASCEND PERFORMANCE: Moody's Assigns 'B2' Corporate Family Rating

ASCEND PERFORMANCE: Moody's Assigns 'B2' Corporate Family Rating
ASSOCIATED MATERIALS: Carey Plans to Offer $730MM Sr. Sec. Notes
ASSOCIATED MATERIALS: S&P Raises Corporate Credit Rating to 'B'
AURASOUND INC: Net Losses Cue Going Concern Doubt
AUTOTRADER.COM LLC: S&P Assigns 'BB+' Rating on $100 Mil. Loan

AUTOTRADER.COM LLC: S&P Assigns 'BB+' Rating on $100 Mil. Loan
AXCAN INTERMEDIATE: S&P Gives Negative Outlook, Keeps 'BB-' Rating
BABY FOX: Losses Prompt Going Concern Doubt
BAKER & TAYLOR: S&P Raises Corporate Credit Rating to 'B'
BARRINGTON RUSSELL: Case Summary & 20 Largest Unsecured Creditors

BB LOGGING: Case Summary & 20 Largest Unsecured Creditors
BERRY PLASTICS: Dr. Rich to Replace Ira Boots as Pres. & CEO
BIOLASE TECHNOLOGY: Inks Distribution & Supple Deal with Schein
BIORELIANCE CORP: S&P Affirms Corporate Credit Rating at 'B+'
BORGER ENERGY: S&P Downgrades Rating on Senior Notes to 'B+'

BRADLEY STEPHENSON: Case Summary & 20 Largest Unsecured Creditors
BROOKE CORP: Court Orders Orr to Turn Over Documents
BROOKLANE ESTATES: Case Summary & 8 Largest Unsecured Creditors
BURLINGTON TELECOM: CitiCapital Extends Forbearance to Oct. 29
CANNON RANCH: Case Summary & 10 Largest Unsecured Creditors

CAREY ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating
CASCADE BANCORP: Inks Securities Purchase Deal with Investors
CDW CORP: S&P Changes Outlook to Positive, Affirms 'B-' Rating
CENGAGE LEARNING: Moody's Gives Positive Outlook, Keeps B3 Rating
CHATEAU DE VILLE: Files for Chapter 11 in Seattle

CHEM RX: Unsecured Creditors Object to Exclusivity Extension
CJ'S HOME: Case Summary & 12 Largest Unsecured Creditors
COLOWYO COAL: S&P Affirms 'BB-' Rating on $92.8 Mil. Bonds
CONCORD CAMERA: Board Approves Liquidation Distribution of Shares
DELPHI FINANCIAL: S&P Gives Stable Outlook, Affirms 'BB+' Rating

DISTANCE LEARNING: Case Summary & 20 Largest Unsecured Creditors
DR. RICHARD WOLFSON: Voluntary Chapter 11 Case Summary
DRYSHIPS INC: Unit Gets American Exploration Company Award
ELAN CORP: S&P Affirms Corporate Credit Rating at 'B'
ELAINE WISBY: Case Summary & 8 Largest Unsecured Creditors

EMMIS COMMS: Alden Media to Terminate Securities & Purchase Deal
ENCORIUM GROUP: Extends Expiration of Pending Rights Offering
ESCALON MEDICAL: Delays Filing of Form 10-K for Fiscal 2010
EWALD SCHUTZ: Case Summary & 4 Largest Unsecured Creditors
EZRI NAMVAR: Partner Pleads Not Guilty in $23 Million Fraud Case

FERTINITRO FINANCE: Fitch Maintains 'CCC' Rating on Secured Bonds
FORTUNE INDUSTRIES: Posts $1.42 Million Net Income for FY 2010
FREECREST INVESTMENTS: Case Summary & Largest Unsecured Creditor
FX REAL: Signs Stock Subscription Agreements with Directors
GAMETCH INT'L: Gets NASDAQ Notice for Delay Filing of Form 10-Q

GELTECH SOLUTIONS: Salberg & Company Raises Going Concern Doubt
GENCORP INC: Earns $2.8 Million in Q3 Ended August 31
GEORGE GIANNAKAKIS: Case Summary & 15 Largest Unsecured Creditors
GEORGE MICHAEL: Case Summary & 20 Largest Unsecured Creditors
GRAHAM PACKAGING: Completes $568-Mil. Purchase of Liquid Container

GREEN EARTH: Friedman LLP Raises Going Concern Doubt
GROUP 1: Moody's Affirms Corporate Family Rating at 'B1'
HAROLD MCCAFFREY: Case Summary & 11 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Nigel Wright to Resign as Director
HEALTHCARE PARTNERS: S&P Lifts Counterparty Credit Rating From BB+

HEALTHSOUTH CORP: Inks Underwriting Deal with Citigroup Global
HENRY RIDAD: Case Summary & 20 Largest Unsecured Creditors
HOMELAND SECURITY: YA Global Extends Debt Maturity
HOMELAND SECURITY: Posts $2.18 Million Net Income for FY2010
HOTELS NEVADA: Quarles & Brady Denied 95% of Fees

IMPLANT SCIENCES: Delays Form 10-K Filing for Fiscal 2010
INDUSTRIAL SUPPLY: Case Summary & 18 Largest Unsecured Creditors
INSIGHT HEALTH: S&P Downgrades Corporate Credit Rating to 'CC'
INTEGRATED BIOPHARMA: Default on Notes Payable Cues Going Concern
INTEGRATED SECURITY: Montgomery Coscia Raises Going Concern Doubt

INTERTAPE POLYMER: To Appeal Jury Verdict in Inspired Litigation
INTERNATIONAL RECTIFIER: S&P Puts B+ Rating on Positive Watch
ISTAR FINANCIAL: Fitch Downgrades Issuer Default Rating to 'C'
JOECELESTIN CIVIL: Voluntary Chapter 11 Case Summary
KEVIN GREEN: Case Summary & 13 Largest Unsecured Creditors

KINGS RANCH: Voluntary Chapter 11 Case Summary
KJS REAL ESTATE: Voluntary Chapter 11 Case Summary
L-3 COMMUNICATIONS: Fitch Affirms BB+ Rating on Convertible Notes
LODGENET INTERACTIVE: To Explore Alternatives to $435MM Offering
LODO INVESTORS: Voluntary Chapter 11 Case Summary

LONESOME PINE: Case Summary & 5 Largest Unsecured Creditors
MARCO COMMUNITY: Earns $635,000 in March 31 Quarter
MARY TAPLETT: Plan Outline Hearing Continued Until November 17
MCG CAPITAL: Fitch Affirms Issuer Default Rating at 'BB+'
MEDICURE INC: KPMG LLP Raises Going Concern Doubt

MEHDI AHMADI: Case Summary & 9 Largest Unsecured Creditors
MERCURY COMPANIES: Plan Confirmation Hearing Set for November 30
METALDYNE LLC: Moody's Assigns 'B1' Corporate Family Rating
MICHAEL FORRET: Case Summary & 26 Largest Unsecured Creditors
MIGUEL ANGELES-HERNANDEZ: Case Summary & Creditors List

MOMENTIVE PERFORMANCE: Terminates CEO and CFO Without Cause
MONEYGRAM INTERNATIONAL: Makes $30 Million Debt Prepayment
MOULTONBOROUGH HOTEL: Files for Chapter 11 in New Hampshire
MSGI SECURITY: Delays Filing of Form 10-K for Fiscal Year 2010
MXENERGY HOLDINGS: Posts $11.5 Million Net Income in FY2010

NAVJOT LLC: Plan Confirmation Hearing Scheduled for October 22
NBC ACQUISITION: S&P Gives Stable Outlook, Affirms 'B-' Rating
NEFF CORP: Completes Restructuring With Wayzata-Sponsored Plan
NEWARK GROUP: Moody's Assigns 'B3' Corporate Family Rating
NM HOLDINGS: 6th Cir. Affirms Dismissal of Suit v. Deloitte

NORDYKE VENTURES: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: S&P Withdraws 'D' Ratings on Two US Lease Deals
NOWAUTO GROUP: Delays Form 10-K Filing for Period Ended June 30
OMEGA HEALTHCARE: S&P Assigns 'BB+' Rating on $225 Mil. Notes
OMNICITY CORP: Files Amendment to Form 10-K for Fiscal 2009

OMNICITY CORP: Restates Q1 FY 2010 Financials, Posts $644,136 Loss
PAUL BARDOS: Case Summary & 14 Largest Unsecured Creditors
PCS EDVENTURES: SEC Commences Civil Action in Idaho
PETER GOULD: MORs, UST Fees Not Prerequisite for Final Decree
PHILADELPHIA NEWSPAPERS: Court Again Approves Sale to Lenders

POSEIDON POOL: Pre-Trial in Arbore Suit Continued to Oct. 26
PROMETRIC INC: S&P Raises Rating to 'BB-', Gives Positive Outlook
PRUDENTIAL FINANCIAL: Fitch Affirms Issuer Default Ratings
QUICK-MED TECHNOLOGIES: Recurring Losses Cue Going Concern Doubt
RADIO ONE: Discloses Add'l Extension of Pending Exchange Offer

RAFAELLA APPAREL: Delays Filing of Form 10-K for Fiscal 2010
ROBERT CRUMLEY: Case Summary & 19 Largest Unsecured Creditors
ROBERT MICHAEL: Case Summary & 20 Largest Unsecured Creditors
ROBERT VICKERY: Case Summary & 19 Largest Unsecured Creditors
ROSLYN LANE: Case Summary & 5 Largest Unsecured Creditors

ROBERT WOOD: Moody's Downgrades Rating on $10.4 Mil. Debt to 'Ba3'
ROCK & REPUBLIC: Wins Court Nod to Proceed With Sale Talks
SANDY CREEK: S&P Affirms 'BB-' Rating After Annual Review
SANTA FE GOLD: Stark Schenkein Raises Going Concern Doubt
SCHUTT SPORTS: Temporarily Allowed to Sell Infringing Helmets

SEALY CORP: D. Ellinger and J. Replogle Named Ind. Directors
SEALY CORP: Posts $16 Million Net Loss in Fiscal Q3
SEARS HOLDINGS: Fitch Assigns 'BB+' Rating on $665 Mil. Notes
SHG SERVICES: Moody's Assigns 'B1' Corporate Family Rating
SHORELINE BANK: Closed; GBC International Bank Assumes Deposits

SEQUENOM INC: Faces Lawsuit From Former Chief Financial Officer
SIRIUS XM: S&P Puts 'B' Corp. Rating on CreditWatch Positive
SOMERSET MEDICAL: Moody's Affirms 'Ba2' Rating on $81.4 Mil. Bonds
SOUTHEAST CAPITAL: Case Summary & 5 Largest Unsecured Creditors
STAR GAS: Fitch Affirms Issuer Default Rating at 'B'

STOKES EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
STREAM GLOBAL: S&P Gives Negative Outlook, Affirms 'B+' Rating
STAR GAS: Fitch Affirms Issuer Default Rating at 'B'
STREAM GLOBAL: S&P Gives Negative Outlook, Affirms 'B+' Rating
SUN HEALTHCARE: S&P Affirms Corporate Credit Rating at 'B'

SUNRISE ON THE BEACH: Voluntary Chapter 11 Case Summary
SUPERIOR ACQUISTIONS: Case Summary & Creditors List
SUPERTRAIL MANUFACTURING: DIP Lender Bound by Settlement Pact
SYDNEY WILLIAMS: Case Summary & 11 Largest Unsecured Creditors
T&M AVIATION: Case Summary & 3 Largest Unsecured Creditors

TAX STRATEGIES: Case Summary & 19 Largest Unsecured Creditors
TEKNI-PLEX INC: Moody's Assigns 'B3' Corporate Family Rating
TEKNI-PLEX INC: S&P Assigns 'B-' Corporate Credit Rating
TELLIGENIX CORP: Can't Use Deposit to Set-Off Admin. Rent Claim
THANH TRAN: Case Summary & 8 Largest Unsecured Creditors

TITAN SPECIALTIES: S&P Raises Corporate Credit Rating to 'B-'
TODD STEPHENSON: Case Summary & 20 Largest Unsecured Creditors
UAL CORPORATION: Moody's Raises Corporate Family Ratings to 'B2'
UCI INTERNATIONAL: Moody's Raises Corporate Family Rating to 'B2'
UNIFI INC: Moody's Upgrades Corporate Family Rating to 'B3'

UNIGENE LABORATORIES: Former Sr. Manager Elected to Board
UNILIFE CORPORATION: KPMG LLP Raises Going Concern Doubt
USG CORPORATION: COO Metcalf Promoted to CEO and President
VERTIS HOLDINGS: Discloses Extension of Exchange Offers
VISTEON CORPORATION: Completes Reorganization, Emerges from Ch. 11

WAKULLA BANK: Closed; Centennial Bank Assumes All Deposits
WALTER B. SCOTT: Commercial Reasonableness of Sale Debated
WARNER MUSIC: Fitch Affirms Issuer Default Ratings
WESTERN LIBERTY: Inks Warrant Restructuring Agreement with Holders
WISE METALS: Names Wesley Oberholzer as Exec. VP & COO

WAKULLA BANK: Closed; Centennial Bank Assumes All Deposits
WORKFLOW MANAGEMENT: Files Joint Plan of Reorganization
WORKFLOW MANAGEMENT: Wants Oct. 29 Schedules Filing Deadline
WORKFLOW MANAGEMENT: Taps McGuireWoods as Bankruptcy Counsel
WORKFLOW MANAGEMENT: Wants to Hire Kurtzman Carson as Claims Agent

WORKFLOW MANAGEMENT: S&P Downgrades Corporate Credit Rating to 'D'
YRC WORLDWIDE: Board Approves Tentative Agreement with IBT
YRC WORLDWIDE: CEO Zollars to Retire After Recovery Plan Completed

* 2010 Bank Failures Now 129 as Wakulla and Shoreline Banks Shut
* S&P's List of Global Corporate Defaults Now at 57 This Year

* Adviser Takes Heat for Helping Struggling Cities Sell Assets

* BOND PRICING -- For Week From Sept. 27 to Oct. 1, 2010

                            *********

24 HOUR: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of 24 Hour Fitness Worldwide,
Inc. to B3 from B2 and changed the rating outlook to stable from
negative.  Concurrently, Moody's lowered the rating on the secured
credit facility to Ba3 from Ba2.

These ratings were downgraded:

  -- $75 million Revolving Credit Facility due 2015, to Ba3 (LGD
     2, 18%) from Ba2 (LGD 2, 18%)

  -- $600 million Term Loan B Facility due 2016, to Ba3 (LGD 2,
     18%) from Ba2 (LGD 2, 18%)

  -- Corporate Family Rating, to B3 from B2

  -- Probability of Default rating, to B3 from B2

                        Ratings Rationale

The downgrade of the CFR reflects declining Cash Revenues (before
deferrals) and Adjusted EBITDA during 2009 and the first half of
2010.  As a result, credit metrics have deteriorated and position
the company weakly in the B3 rating category.  The company's
profitability has been negatively affected by the difficult
environment for consumer spending, particularly for more
discretionary services such as personal training, elevated
customer attrition levels and the shift to monthly dues paying
memberships.  Cash Revenues, Adjusted EBITDA and customer
attrition rates in 2010 were also negatively affected by a change
in the member cancellation policy implemented as a result of a
legal settlement.  Moody's expect covenant headroom to decline in
the second half of 2011 due to a contractual tightening of
covenant requirements.  The B3 corporate family is supported by
the company's large base of profitable fitness clubs in leading
markets, aggressive cost reduction and efficiency initiatives, and
the pending maturation of fitness clubs opened over the last few
years.

The stable outlook anticipates relatively flat revenues and
profitability in the back half of 2010 and modest growth in 2011.
The ratings or outlook could be pressured if profitability
substantially declines over the next few quarters, free cash flow
turns negative on a sustained basis, or liquidity deteriorates.
Given the company's weak credit metrics, upward rating momentum is
not expected in the near term.  Over the medium term, upward
rating momentum could develop if improving financial performance
or debt reduction results in sustained Debt to EBITDA and free
cash flow to debt of 5x and 5%, respectively.

24 Hour Fitness is a significant owner and operator of fitness
clubs in the United States.  Reported revenues for the twelve
month period ended June 30, 2010 were approximately $1.3 billion.


ADMI ACQUISITIONS: Moody's Assigns 'B2' Rating on $230 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$230 million first lien senior secured credit facility of ADMI
Acquisitions LLC, a newly formed entity to facilitate the
acquisition of AA Dental Management Holdings, LLC.  Upon
consummation of the acquisition, Aspen Dental Management, Inc.,
will become the borrower of the new credit facility.  There are no
changes to the B2 Corporate Family or Probability of Default
Ratings, or the stable outlook.  Concurrently, Moody's will
withdraw the previously assigned instrument ratings as the
proposed capital structure has changed.

The proposed credit facility will be used in part to finance the
acquisition of Aspen by Leonard Green & Partners, L.P., from the
current equity sponsor, Ares Management LLC for $547.5 million.
LGP is contributing approximately $250 million of common equity
and Ares and management are rolling over approximately
$117 million of equity.

All ratings are subject to review of final documentation.

Ratings Assigned:

* $35 million senior secured revolving credit facility due 2015,
  B2, LGD3, 44%

* $195 million senior secured term loan due 2016, B2, LGD3, 44%

Ratings Withdrawn:

* $35 million senior secured revolving credit facility due 2015,
  B1, LGD3, 34%

* $150 million senior secured First-Out term loan, B1, LGD3, 34%

* $45 million senior secured Last-Out term loan, Caa1, LGD5, 83%

                        Ratings Rationale

The B2 Corporate Family Rating reflects the company's limited
absolute size, based on revenue and earnings, and the significant
leverage that is being incurred as a result of the company's
leveraged buyout.  The company's aggressive de novo growth
strategy is expected to continue to constrain profitability
margins and free cash flow.  However, the rating is supported by
the company's flexibility to reduce de novo growth if necessary,
and its ability to then generate solid free cash flow that could
be used to deleverage.  In addition, the rating is supported by
the significant equity contribution (65% of total capitalization)
by the financial sponsors and management.

The credit profile benefits from the large population of people
that are underserved in terms of access to dental care, which
Moody's believe supports Aspen's growth prospects.  A risk to the
growth story is the high proportion of self-pay revenues, as
Aspen's patients typically are responsible for a large portion of
their bill and rely heavily on third party financing arrangements
to pay for services.  Aspen is therefore exposed to changes in
consumer spending and credit availability trends.  The ratings are
also constrained by the risk of reputational damage of the Aspen
brand, and regulatory and legal risks associated with the business
model.

If over time, the company were to demonstrate stable, positive
same store sales growth and a more moderate growth strategy such
that adjusted leverage were to be sustained below 4.0 times and
free cash flow to debt exceeded 10%, Moody's could change the
outlook to positive or upgrade the ratings.  If Aspen, or the DPM
industry in general, were to face an escalation in regulatory or
legal risk, Moody's could change the outlook to negative or
downgrade the ratings.  The rating or outlook could also face
downward pressure if adjusted debt to EBITDA were to rise above 6
times.

Aspen, headquartered in East Syracuse, New York, provides general
dentistry services to patients through its owned subsidiaries and
affiliated professional corporations ("PC").  The parent company
is a dental practice management company ("DPM") that provides
dental lab services and various business and management services
to its dentists through long-term management services agreements.

Aspen affiliates with its dentists through two models: the
staffing model and the practice ownership program ("POP").  Under
the staffing model (~55% of offices), dentists are at-will
employees of affiliated PCs, where the PCs own the medical
records, patient lists, and operating records.  Under the POP
model (~45% of offices), dentists purchase the medical records
from the PC to essentially own their own practice.  The company's
audited financials do not consolidate the POP practices.  Audited
revenues for the twelve months ended December 31, 2009,
approximated $260 million.  The consolidated (unaudited) revenues
for all Aspen branded dental offices, including POP offices,
approximated $322 million over the same period.


AE BIOFUELS: Posts $2.23 Million Net Loss in June 30 Quarter
------------------------------------------------------------
AE Biofuels Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting a net loss
$2.23 million on $1.81 million of sales for the three months ended
June 30, 2010, compared with a net loss of $2.46 million on
$994,462 of sales for the same period a year earlier.

The Company's balance sheet at June 30, 2010, showed
$18.99 million in total assets, $21.23 million in total current
liabilities, $5.26 million in long-term debt, and a stockholders'
deficit of $7.49 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6be6

Cupertino, Calif.-based AE Biofuels, Inc. (OTC BB: AEBF)
-- http://www.aebiofuels.com/-- is an international biofuels
company focused on the development, acquisition, construction and
operation of next-generation fuel grade ethanol and biodiesel
facilities, and the distribution, storage, and marketing of
biofuels.  The Company currently operates a biodiesel
manufacturing facility with a nameplate capacity of 55 million
gallons per year (MGY) in Kakinada, India and has a next-
generation integrated cellulose and starch ethanol demonstration
facility in Butte, Montana.


AEROFLEX INCORPORATED: Moody's Raises Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Aeroflex Incorporated to B2 from
B3, upgraded the ratings on the term loans by one notch and
affirmed its SGL-2 speculative grade liquidity rating.  The rating
outlook was changed to stable from positive.

This is a summary of the rating actions:

  -- Corporate Family Rating to B2 from B3

  -- Probability of Default Rating to B2 from B3

  -- $50 Million Senior Secured First Lien Revolver due 2013 to
     Ba2 (LGD-2, 19%) from Ba3 (LGD-2, 19%)

  -- $389 Million (originally $400 Million) (First-Out) Senior
     Secured Term Loan due 2014 to Ba2 (LGD-2, 19%) from Ba3 (LGD-
     2, 19%)

  -- $122 Million (originally $125 Million) (First-Loss) Senior
     Secured Term Loan due 2014 to B2 (LGD-4, 53%) from B3 (LGD-4,
     54%)

  -- $166 Million (originally $120 Million) Senior Subordinated
     Unsecured PIK Term Loan due 2015 to Caa1 (LGD-6, 92%) from
     Caa2 (LGD-6, 92%)

  -- Speculative Grade Liquidity Rating affirmed at SGL-2

                        Ratings Rationale

The upgrade of Aeroflex's CFR to B2 reflects the company's solid
revenue growth and strong EBITDA expansion across both the
Microelectronics and Test Solutions business segments plus
improvement in leverage metrics and free cash flow following the
recovery in demand for semiconductors and test and measurement
products.  Aeroflex experienced 9% year-over-year revenue growth
as a result of expanded R&D investments, targeted product
development and a string of small acquisitions that strengthened
the company's product portfolio.  This enabled it to move up the
value chain by introducing new products for existing end markets
and broadening the applications of existing technologies into new
end markets.  In fiscal 2010, Aeroflex witnessed good customer
uptake for integrated circuits, microelectronic modules and
wireless test products, which carry richer margins than the
corporate average, and a favorable product mix shift in motion
control, radio test and avionics products, all of which led to
improvement in the company's consolidated gross margins.

The rating revision considers the improvement in adjusted leverage
(6.4x total debt to EBITDA in FY10 compared to 7.9x in FY09) and
FCF generation ($61 million FCF in FY10 vs.  $36 million in FY09),
as well as the expectation that adjusted leverage will continue to
improve as a result of continued EBITDA growth and potential debt
reduction.

The stable rating outlook reflects the company's exposure to the
less cyclical aerospace & defense (government) sector, well-
diversified product portfolio in which Aeroflex is the only (or
principal) supplier and a rich portfolio of new products expected
to ramp and contribute to revenue growth in fiscal 2011.  The
stable outlook takes into account Moody's expectation that
increasing government-related backlog, improving customer and
product diversification and new ATS programs will result in
enhanced EBITDA and cash flow performance.

The SGL-2 rating reflects Aeroflex's good liquidity from internal
sources, which consists of $101 million of cash balances as of
June 30, 2010 and Moody's expectation of solid FCF levels in
fiscal 2010.  External liquidity is supported by full access to an
undrawn $50 million revolver.  Moody's expect Aeroflex to remain
compliant with its financial covenants over the next year.

Moody's notes that to the extent an IPO is consummated and
proceeds (depending on offering size) allocated to meaningfully
reduce the unsecured debt obligations maturing 2015, ratings on
the secured term loans would possibly experience a one-notch
downgrade.  The downgrade would result from the reduction of
unsecured obligations in the consolidated debt capital structure,
requiring the senior secured creditor class to absorb a higher
loss under Moody's Loss Given Default Methodology.

Aeroflex's ratings could experience upward pressure to the extent
the company is able to: de-lever through expanded EBITDA and/or
debt reduction resulting in total debt to EBITDA (Moody's
adjusted) at or under 4.5x; and drive top-line revenue growth via
effective R&D investments and product development targeted to
moving up the value chain, and continued progress towards
increasing the dollar content in existing programs and broadening
applications for existing technologies into new end markets.

Ratings could migrate lower if: Aeroflex experienced an erosion in
its competitive position or product functionality due to under-
investment in R&D, as evidenced by below market revenue growth,
diminished pricing power or significant customer losses; the
company suffers a sustained contraction in gross and operating
margins, increases financial leverage above 7.0x or materially
increases capital expenditures leading to negative FCF generation
on a sustained basis; the company's liquidity position were to
weaken; or there was a material change in the business profile.

Aeroflex, headquartered in Plainview, NY, is a fabless specialty
provider of microelectronics and test and measurement products to
the aerospace, defense, wireless, broadband and medical markets.
For the fiscal year ended June 30, 2010, revenues and EBITDA
(Moody's adjusted) were $655 million and $168 million,
respectively.


ALLIANZ GLOBAL: Recognition Hearing Scheduled for Nov. 9
--------------------------------------------------------
The Honorable Stuart M. Bernstein will convene a hearing in
Manhattan at 10:00 a.m. on Nov. 9, 2010, to consider the request
by David McGuigan, the Foreign Representative for Allianz Global
Corporate & Specialty (France) fka Compagnie d'Assurances
Maritimes Aeriennes et Terrestres (when writing direct insurance
and reinsurance business in the Camomile Underwriting Agencies
Limited Pool) aka Allianz Marine & Aviation (France); Allianz IARD
fka Assurances Generales de France I.A.R.T. (when writing direct
insurance and reinsurance CUAL Pool); Delvag
Luftfahrversicherungs-AG; and Nurnberger Allgemeine Versicherungs-
AG to recognize the jointly administered adjustment of debt
proceeding pursuant to Part 26 of the Companies Act of 2006 and
the scheme of arrangement sanctioned by the High Court of Justice
of England and Wales on July 9, 2010.

The aim of the Scheme is to finalise the run-off of the Scheme
Companies' involvement in the business underwritten for them by
Camomile Underwriting Agencies Limited.  The Scheme does not
include any non-CUAL business nor, for the avoidance of doubt, any
business underwritten for Sovereign Marine & General Insurance
Company Limited whether for the business they underwrote through
CUAL or otherwise.

Copies of the Scheme Documnets are available at http://www.CUAL-
Scheme.co.uk/ and further information can be obtained from the
Scheme Manager:

         David McGuigan
         CUAL Scheme Manager
         PO Box 683
         Redhill, RH1 9BY
         United Kingdom
         Fax: +44 (0)207 626 7937
         E-mail: dmcguigan@limbo.eu

David McGuigan, the Foreign Representative for Allianz Global
Corporate & Specialty (France), Allianz IARD, Delvag
Luftfahrversicherungs-AG and Nurnberger Allgemeine Versicherungs-
AG, filed chapter 15 petitions (Bankr. S.D.N.Y. Case Nos. 10-14990
through 10-14993) on Sept. 22, 2010.  The Foreign Representative
is represented by Lee Stein Attanasio, Esq., at Sidley Austin LLP
in New York.


AMERICAN APPAREL: Amends Credit Agreement with Lion Capital
-----------------------------------------------------------
American Apparel, Inc., announced Friday that on September 30,
2010, it entered into an amendment to its credit agreement with
Lion Capital which, among other things, eliminates the minimum
Consolidated EBITDA covenant for the dates through and including
December 31, 2010, and provides for the minimum Consolidated
EBITDA covenant to be tested monthly during 2011.

"Lion Capital has enormous admiration for both American Apparel
and its founder, Dov Charney," said Lyndon Lea, Founder and
Partner of Lion Capital.  "We are working together with Dov to
realign the capital structure of American Apparel to support a
number of key initiatives within the business, including the
hiring of several new senior executives.  We wholeheartedly
support the Company's 'Made in USA' philosophy under which 7,000
industrial workers in downtown Los Angeles are paid a fair wage.
We are particularly impressed by Dov's passion and energy, and
have complete confidence in the American Apparel brand and its
business model as an integrated manufacturer and retailer."

"We are grateful for this expression of continued support for
American Apparel's mission by Lion Capital," said Dov Charney,
Chairman, CEO and founder of American Apparel.  "I am touched that
Lion Capital is sensitive to the unique challenges that the
company has faced in the past year.  We look forward to continuing
to work closely with Lyndon and Lion Capital over the next several
years as we work to build a great future for American Apparel."

                      About American Apparel

American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
September 30, 2010, American Apparel employed roughly 10,000
people and operated over 280 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea, and China.  American Apparel also operates a leading
wholesale business that supplies high quality T-shirts and other
casual wear to distributors and screen printers.  In addition to
its retail stores and wholesale operations, American Apparel
operates an online retail e-commerce website at
http://www.americanapparel.com/

The Company's balance sheet as of March 31, 2010, showed
$295.74 million in total assets, $180.40 million in total
liabilities, and a stockholders' equity of $115.34 million.

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2010,
the Company disclosed that based upon results of operations for
the three months ended March 31, 2010, and trends occurring in the
Company's business since the first quarter and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months.  Also,
the Company's current operating plan indicates that losses from
operations are expected to continue through at least the third
quarter of 2010.  The Company also believes that it is probable
that as of September 30, 2010, the Company will not be in
compliance with the minimum Consolidated EBITDA covenant under the
Lion Credit Agreement.

The Company said the foregoing factors, among others, raise
substantial doubt about its ability to continue as a going
concern.


AMERICAN APPAREL: Annual Shareholders Meeting Set for Dec. 10
-------------------------------------------------------------
American Apparel, Inc., in a regulatory filing Wednesday,
discloses that its 2010 Annual Meeting of Stockholders has been
tentatively scheduled for December 10, 2010.  Because the
tentative date of the 2010 Annual Meeting is more than 30 days
after the anniversary date of the 2009 Annual Meeting of
Stockholders, in accordance with Rule 14a-5(f) under the
Securities Exchange Act of 1934, as amended, the Company is
informing stockholders of the change.

For a stockholder proposal to be considered for inclusion in the
Company's proxy statement for the 2010 Annual Meeting in
accordance with Rule 14a-8 under the Exchange Act, the proposal
must be received by the Company's Secretary at the address set
forth below no later than October 11, 2010.  The stockholder
proposal also must comply with Rule 14a-8 under the Exchange Act.

For a stockholder proposal that is not intended to be included in
the Company's proxy statement for the 2009 Annual Meeting under
Rule 14a-8 under the Exchange Act, written notice of the proposal,
which notice must include the information required by the
Company's bylaws, must be received by the Company's Secretary at
the address set forth below no later than the tenth (10th) day
following the date on which notice of the date of the 2010 Annual
Meeting is mailed or public disclosure of the date of the 2010
Annual Meeting is made, whichever first occurs, in accordance with
the advance notice provisions of the Company's bylaws.

The address of the Company's Corporate Secretary is:

          American Apparel, Inc.
          Attention: Glenn A. Weinman, Secretary
          747 Warehouse Street
          Los Angeles, CA 90021

                      About American Apparel

American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
September 30, 2010, American Apparel employed roughly 10,000
people and operated over 280 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea, and China.  American Apparel also operates a leading
wholesale business that supplies high quality T-shirts and other
casual wear to distributors and screen printers.  In addition to
its retail stores and wholesale operations, American Apparel
operates an online retail e-commerce website at
http://www.americanapparel.com/

The Company's balance sheet as of March 31, 2010, showed
$295.74 million in total assets, $180.40 million in total
liabilities, and a stockholders' equity of $115.34 million.

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2010,
the Company disclosed that based upon results of operations for
the three months ended March 31, 2010, and trends occurring in the
Company's business since the first quarter and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months.  Also,
the Company's current operating plan indicates that losses from
operations are expected to continue through at least the third
quarter of 2010.  The Company also believes that it is probable
that as of September 30, 2010, the Company will not be in
compliance with the minimum Consolidated EBITDA covenant under the
Lion Credit Agreement.

The Company said the foregoing factors, among others, raise
substantial doubt about its ability to continue as a going
concern.


AMERICAN INTERNATIONAL: Fitch Affirms 'B' Rating on Securities
--------------------------------------------------------------
Fitch Ratings has affirmed these ratings of American International
Group, Inc.:

  -- Issuer Default Rating at 'BBB';

  -- Senior unsecured notes at 'BBB';

  -- Subordinated hybrid securities at 'B';

  -- Short-term IDR at 'F1';

  -- Insurer Financial Strength ratings of non-life insurance
     companies at 'A+' and life insurance companies at 'A-'.

AIG's Rating Outlook is Stable.

Fitch's rating actions follow the announcement by AIG of a broad-
based re-capitalization plan under which AIG will use proceeds
from asset divestitures to repay monies owed under its credit
facility with the Federal Reserve Bank of New York, and under
which AIG will over time redeem the FRBNY's preferred interests in
various special purpose vehicles, ultimately relieving itself of
all FRBNY obligations.  Also under the recapitalization plan, the
AIG preferred shares held by the U.S. Treasury and the AIG Credit
Facility Trust that provide Treasury with a majority ownership
interest in AIG, will be converted into common shares.

A key goal of the recapitalization plan is to simplify AIG's
capital structure, and to remove any subordination of senior debt
obligations that existed under the FRBNY obligations, in order to
improve AIG's access to traditional sources of capital.
Accordingly, AIG also plans to access the capital markets in the
future.

Fitch's IDR and debt ratings of AIG continue to reflect an implied
government support floor based on the company's majority ownership
by the AIG Credit Facility Trust for the sole benefit of the U.S.
Treasury.  Absent this assumption of government support, Fitch
would currently rate AIG's IDR at 'BB' and both new and existing
senior debt at 'BB-' (i.e.  on a so-called 'stand-alone' basis).

AIG's Rating Outlook remains Stable.  The Stable Outlook in part
reflects an expectation that government support provided to AIG
will decrease over the next 12 months as AIG becomes increasingly
less systemically important, and as the Treasury sells off its
equity interests.  Decreases in assumed government support will
reduce the uplift Fitch would factor into its ratings relative to
the implied stand-alone ratings.  Offsetting this, however, is
Fitch's view that the recapitalization plan and a renewed access
to traditional forms of capital, together with various reductions
in AIG's risk profile executed by management over the past two
years, will lead to upward migration in AIG's stand-alone ratings
over the same time period.

Accordingly, Fitch believes it is likely that the negative ratings
impact of reduced government support will be offset by
improvements in AIG's stand-alone profile, ultimately allowing
AIG's 'BBB' IDR and senior debt ratings to remain at or close to
their current levels, even after government support is lifted.

Reductions in AIG's risk profile include success the company has
had in reducing the net notional value of AIG Financial Products
Corp.'s portfolio of credit-default swaps, entering into an
agreement to sell the company's consumer finance subsidiary, which
Fitch viewed as more highly-leveraged than AIG's insurance
operations, and stabilizing the near-term liquidity and funding
structure at the company's International Lease Finance Corporation
aircraft leasing subsidiary.

The agency notes that at the 'BB' level, AIG's stand-alone IDR
reflects significantly wider-than-standard notching from the
company's 'A+' rated non-life and 'A-' rated life insurance
subsidiaries (typically holding company senior unsecured
securities are rated three notches below insurance subsidiaries'
IFS ratings).  Fitch attributes this more conservative notching
primarily to ongoing, albeit reduced, risks emanating from AIGFP
and, to a lesser extent, ILFC and views these risks as atypical of
those faced by the majority of its rated insurance holding
companies.  Further, these entities contribute significantly to
leverage ratios, principally Fitch's Total Financing & Commitment
ratio which is based on a broad definition of financial and
operating debt, and financial obligations, including notional
derivative exposures, that continue to exceed those supportive of
standard notching.  At June 30, 2010, AIG's TFC stood at 2.2x much
improved from 3.3x at Dec. 31, 2009 but still materially higher
than general insurance industry averages of closer to 0.5x.

Key rating drivers that could produce revisions in Rating Outlooks
to Positive or lead to upgrades in AIG's subsidiaries' IFS ratings
or the company's IDR include:

  -- Further stabilization of sales trends and profitability of
     the company's domestic life insurance subsidiaries;

  -- Enhanced underwriting profitability and reserve stability of
     the company's non-life insurance subsidiaries;

  -- Further declines in outstanding notional values of AIGFP's
     CDS portfolio without significant liquidity or capital
     drains.  The agency notes that the net notional value of
     AIGFP's CDS portfolio declined to $90 billion at June 30,
     2010 from $184 billion at year-end 2009 and the agency's
     expectation is that this portfolio will decline materially by
     year-end 2010.  Such a decline would most directly affect
     Fitch's view of AIG's stand-alone IDR.

  -- Further clarity around AIG's plans for ILFC and how the
     company's funding needs over the long term can be met without
     adding contingent risks to AIG's profile.

Key rating drivers that could produce revisions in Rating Outlooks
to Negative or lead to downgrades in AIG's subsidiaries' IFS
ratings or the company's IDR include:

  -- Deterioration in the company's domestic life subsidiaries'
     sales or profitability trends;

  -- Declines in underwriting profitability and heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;

  -- Material declines in risk-based capital ratios at either the
     domestic life insurance or the non-life insurance
     subsidiaries;

  -- Evidence that AIGFP's CDS portfolio run-off is not proceeding
     as currently envisioned;

  -- A decline in Fitch's view of the implied rating support
     provided by the U.S. Treasury's interests in AIG that is not
     fully offset from a rating perspective by improvements in
     AIG's stand-alone financial profile.  The agency believes
     that the most plausible situation under which this could
     occur would be a significant unwinding of the Treasury's
     ownership position prior to further run-off of AIGFP's CDS
     portfolio.

Fitch notes that typically senior unsecured securities issued by
an insurance holding company are rated one notch below the
company's IDR.  In AIG's case, in applying the government support
floor, the company's IDR and senior debt have been set at the same
level.  Fitch plans to establish a one notch differential between
its ratings on AIG's senior unsecured securities and the company's
IDR as AIG emerges more fully from its period of government
support.  However, at this point Fitch cannot yet determine if the
ratings on AIG's senior unsecured securities may be downgraded one
notch or AIG's IDR may be upgraded by one notch to achieve this
notching differential.

Finally, Fitch expects to evaluate its 'B' ratings on AIG's
subordinated hybrid securities in the near term as part of its
ongoing analysis of AIG's liquidity profile and progress executing
its re-structuring plan.  Ratings on those securities reflect
Fitch's view that coupon deferral is a meaningful risk and the
agency's review will focus on whether its view of that risk has
changed.

Fitch has affirmed these ratings and assigned Stable Outlooks:

American International Group, Inc.

  -- Long-term IDR at 'BBB';

  -- Senior debt at 'BBB';

  -- Short-term IDR at 'F1';

  -- 6.25% series A-1 junior subordinated debentures due March 15,
     2087 at 'B';

  -- 5.75% series A-2 junior subordinated debentures due March 15,
     2067 at 'B';

  -- 4.875% series A-3 junior subordinated debentures due March
     15, 2067 at 'B';

  -- 6.45% series A-4 junior subordinated debentures due June 15,
     2077 at 'B';

  -- 7.7% series A-5 junior subordinated debentures due Dec. 18,
     2062 at 'B';

  -- 8.175% series A-6 junior subordinated debentures due May 15,
     2058 at 'B';

  -- 8% series A-7 junior subordinated debentures due May 22, 2038
     at 'B';

  -- 8.625% series A-8 junior subordinated debentures due May 22,
     2068 at 'B';

  -- 5.67% series B-1 debentures due Feb. 15, 2041 at 'B';

  -- 5.82% series B-2 debentures due May 1, 2041 at 'B';

  -- 5.89% series B-3 debentures due Aug. 1, 2041 at 'B'.

AIG Funding, Inc.

  -- Commercial paper at 'F1'.

AIG International, Inc.

  -- Long-term IDR at 'BBB';
  -- Senior debt at 'BBB';
  -- 5.6% senior unsecured notes due July 31, 2097 at 'BBB'.

AIG Life Holdings (US), Inc.

  -- Long-term IDR at 'BBB';
  -- 7.5% senior unsecured notes due July 15, 2025 at 'BBB';
  -- 6.625% senior unsecured notes due Feb. 15, 2029 at 'BBB'.

American General Capital II

  -- 8.5% preferred securities due July 1, 2030 at 'B'.

American General Institutional Capital A

  -- 7.57% capital securities due Dec. 1, 2045 at 'B'.

American General Institutional Capital B

  -- 8.125% capital securities due March 15, 2046 at 'B'.

Fitch has affirmed these IFS ratings at 'A+' with Stable Outlooks:

  -- Chartis Property Casualty Company;
  -- American Home Assurance Company;
  -- Chartis Casualty Company;
  -- Commerce and Industry Insurance Company;
  -- Granite State Insurance Company;
  -- Illinois National Insurance Co.;
  -- National Union Fire Insurance Company of Pittsburgh, PA;
  -- New Hampshire Insurance Company;
  -- The Insurance Company of the State of Pennsylvania;
  -- Chartis Select Insurance Company;
  -- Landmark Insurance Company;
  -- Lexington Insurance Company;
  -- AIU Insurance Company;
  -- Chartis Specialty Insurance Company;
  -- Chartis MEMSA Insurance Company;
  -- Chartis UK Ltd.;
  -- Chartis Overseas, Limited.

Fitch has affirmed these IFS ratings at 'A-' with Stable Outlooks:

  -- American General Life Insurance Company of Delaware;

  -- AGC Life Insurance Company;

  -- Western National Life Insurance Company;

  -- SunAmerica Annuity and Life Assurance Company;

  -- American General Life and Accident Insurance Company;

  -- American General Life Insurance Company;

  -- American International Life Assurance Company of New York;

  -- First SunAmerica Life Insurance Company;

  -- SunAmerica Life Insurance Company;

  -- The United States Life Insurance Company in the City of New
     York;

  -- The Variable Annuity Life Insurance Company.

ASIF II Program
ASIF III Program
ASIF Global Financial Program

  -- Program ratings at 'A-'.

These 'A+' IFS rating remains on Rating Watch Positive:

  -- American Life Insurance Company.

These 'A+' IFS rating remains on Rating Watch Evolving:

  -- American International Assurance Company (Bermuda) Limited.


AMERICAN SAFETY: Auction Overturned by Bankruptcy Judge
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Mary F. Walrath rejected the
results of the auction conducted by American Safety Razor Co.  At
a hearing on September 30, Judge Walrath read her ruling into the
record from the bench and directed ASR to hold another auction,
this time permitting bids from Energizer Holdings Inc., the maker
of Schick shavers.  ASR didn't allow Energizer to bid at a
previously scheduled auction, claiming antitrust concerns might
scotch a sale and slow the disposition of the business.

Judge Walrath, according to Mr. Rochelle, said the process at the
first auction "has not been fair."  The judge also questioned
whether ASR had been correct in demanding that Energizer make a
non-refundable deposit.

As reported in the Troubled Company Reporter on September 9, the
Debtors asked for approval to sell their assets to RZR Acquisition
Company, LLC, RZR Holding Corporation, and USB AG, Stamford 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, opposed 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.

The second-lien lenders said that the management was making
excuses not to accept a far more attractive offer Energizer.

                       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.


AMERITYRE CORP: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------
Amerityre Corporation filed on September 28, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations that have resulted
in an accumulated deficit.

The Company reported a net loss of $1.4 million on $3.7 million of
revenue for fiscal 2010, compared with a net loss of $3.6 million
on $3.2 million of revenue for fiscal 2009.

For the fiscal year ended June 30, 2010, the Company had
$1.1 million of total gross profit compared to $874,147 for 2009.
The $2.2 million decrease in net loss was due primarily to the
reduction in payroll and payroll taxes, sales and marketing,
research and development, and other general and administrative
expenses.

The Company has a retained deficit of $56.0 million as of June 30,
2010.

The Company's balance sheet at June 30, 2010, showed $2.5 million
in total assets, $602,577 in total liabilities, and stockholders'
equity of $1.9 million.

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

               http://researcharchives.com/t/s?6bf3

                   About Amerityre Corporation

Boulder City, Nev.-based Amerityre Corporation (OTC BB: AMTY.OB) -
- http://www.amerityre.com/-- is engaged in the research and
development of technologies related to the formulation of
polyurethane compounds and the manufacturing process for producing
tires from polyurethane.


ANGELICA CORPORATION: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Angelica Corporation a B2
corporate family rating and a B3 probability of default rating.
At the same time, Moody's also assigned a B2 rating to each of
Angelica's proposed $35 million senior secured revolver,
$50 million senior secured term loan A and $100 million senior
secured term loan B.  The proposed credit facility will be used
to refinance about $100 million of existing debt, pay a cash
dividend of about $34 million and cover transaction costs.  The
rating outlook is stable.

These instrument ratings and LGD assessments have been assigned:

Angelica Corporation:

  -- Corporate family rating at B2;

  -- Probability of default rating at B3;

  -- $35 million senior secured revolving credit facility at B2
     (LGD3, 35%);

  -- $50 million senior secured term loan A at B2 (LGD3, 35%);

  -- $100 million senior secured term loan B at B2 (LGD3, 35%);

                        Ratings Rationale

Angelica's B2 Corporate Family Rating reflects the company's new
projected leverage level, which is acceptable for the B2 rating
category.  In addition, the rating reflects recent trends in the
healthcare sector including declining patient visits and pressure
on physicians and hospital administrators to lower overall
operating costs as a consequence of healthcare reform.  The rating
is supported by the company's good customer diversification and
leading market share in most of the operating areas in which the
company competes.

Moody's rates Angelica Corp's secured bank facilities B2 with a
loss given default of LGD3, 35%.  The B2 rating for the secured
facilities reflects their secured interest in substantially all of
the tangible and intangible assets of the company.  Given the
company's all 1st lien bank capital structure, Angelica's
probability of default rating is B3, one notch lower than the
corporate family rating of B2.

Angelica's stable outlook reflects Moody's expectation that it
will attain at least modest growth in fiscal 2011, driven largely
by incremental sales to existing clients.  We'd also expect that
operating performance will benefit somewhat from improved sales
mix in the clinic segment and from other cost saving actions taken
in fiscal 2010.

While Angelica's relatively modest scale constrains the rating, in
the event that it sustainably increases its relative scale without
incrementally increasing leverage, the rating could be upgraded.
A positive action would also require that the company maintain a
good liquidity profile.

The ratings could be downgraded as a result of poor liquidity
management, maintaining adjusted debt-to-EBITDA leverage above
5.5x, or in the event its core business began to erode due to a
change in competitive forces.

This is the first time Moody's has provided a public rating for
Angelica.

Angelica Corporation is a leading provider of textile rental and
linen management services to the U.S. healthcare market.  Angelica
provides laundry and linen management services to hospitals, long
term care facilities, and out-patient medical practices from 26
service centers across the nation.  The company is headquartered
in Alpharetta, Georgia.  The company reported net sales of
approximately $433 million for the last twelve months end
August 28, 2010.


ANGIOTECH PHARMA: Defers $9.7 Million Payment to Bondholders
------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., on Friday said it has determined,
in connection with discussions being conducted with holders of
approximately 72% of the Company's 7.75% Senior Subordinated
Notes, that it will not make interest payments totaling
approximately $9.7 million due to holders of the Subordinated
Notes on October 1, 2010.

The Company is currently in discussions with holders of its
Subordinated Notes to effectuate a transaction that would
materially reduce the Company's existing debt levels.

The transaction, if completed and approved, would provide for
substantial improvement in the Company's credit ratios, liquidity
and operating flexibility.  Angiotech expects to announce specific
details relating to the transaction in the very near future.  In
the near term, the Company's operating entities remain adequately
supported, with cash on hand in excess of $25 million as of
September 24, 2010.

Concurrent with these discussions, the Company has entered into a
Forbearance Agreement with Wells Fargo Capital Finance, LLC,
pursuant to which Wells Fargo has agreed to leave in place the
Company's existing revolving credit facility and not immediately
exercise rights or remedies it may have relating to the Company's
decision to defer the interest payment due to the holders of the
Subordinated Notes.

"We believe concluding these discussions will be a critical step
in advancing Angiotech's primary mission of providing innovative
surface modified medical devices, drug-device combinations and
novel locally delivered therapeutics to our physician customers
and their patients," said Dr. William Hunter, President and CEO of
Angiotech.  "We appreciate our Subordinated Note holders and our
lenders at Wells Fargo working with the Company to facilitate a
consensual transaction that allows our business plan to move
forward consistent with our strategic vision and in partnership
with our customers, operations, and employees."

"To date, we have held substantive and constructive discussions
with the holders of a significant majority of our Subordinated
Notes, who have been supportive of our business plan and are
excited about Angiotech's future prospects," said Thomas Bailey,
Chief Financial Officer of Angiotech.  "We expect to complete
discussions in the very near future, and if concluded the
transaction is expected to immediately and substantially improve
our financial flexibility and competitive position."

Mr. Bailey added, "Throughout this transaction process we will
continue to remain focused on providing our customers with quality
products and on-time deliveries, and our employees, suppliers,
partners and trade creditors will continue to receive all amounts
owing to them in the ordinary course of business."

Pursuant to the terms of the Subordinated Notes, Angiotech has a
30-day grace period from the date an interest payment is due in
which to make the required interest payment to the holders of the
Subordinated Notes before the Company is in default of its
obligations.  Angiotech intends to utilize the 30-day grace period
to attempt to reach an agreement which Angiotech believes will be
beneficial for all of its stakeholders.

Failure to make the interest payment on the Subordinated Notes
within 30 days of the due date -- or such extended grace period as
may be agreed to by the requisite bondholders -- would constitute
an event of default under the indenture governing the Subordinated
Notes. Any such event of default would permit holders of 25% or
more of the aggregate outstanding principal amount of such
Subordinated Notes to accelerate obligations under the
Subordinated Notes.  Additionally, if the Company fails to make
the interest payment due on the Subordinated Notes prior to the
expiration of any applicable grace period, such failure will also
result in an event of default under the indenture governing the
Company's Senior Floating Rate Notes due 2013.

Under the Company's Credit Agreement with Wells Fargo, the failure
to make interest payments on the Subordinated Notes would
constitute an event of default, which in turn would permit Wells
Fargo to accelerate the Company's obligations thereunder and
terminate any outstanding commitments. As noted, the Company has
entered into a Forbearance Agreement with Wells Fargo, pursuant to
which Wells Fargo has agreed not to take any action under the
Company's Credit Agreement before October 31, 2010 with respect
any event of default relating to the Company's decision to defer
interest payments due on October 1, 2010.

To date, the Company has no borrowings outstanding under the Wells
Fargo facility. As of September 24, 2010, the Company had no
advances outstanding and available liquidity of approximately
$15 million under the Credit Agreement.

As of October 1, 2010, the Company has not reached an agreement
with the holders of the Subordinated Notes and the Company can
give no assurance that an agreement will be reached.  Any
recapitalization transaction resulting from the discussions with
the holders of the Subordinated Notes would be subject to
completion of definitive documentation and the satisfaction of any
conditions contained therein.

The discussions between Angiotech and holders of the Subordinated
Notes follow previous announcements that the Company had retained
the Blackstone Group LP to analyze its capital structure and
advise it in its exploration of financial and strategic
alternatives for all or part of its business.  Over the course of
the past 24 months, working together with Blackstone and the
Company's legal advisors at Osler, Hoskin & Harcourt LLP and
Willkie Farr & Gallagher LLP, the Company has undertaken
significant initiatives to reduce costs and manage its liquidity,
implemented a senior secured revolving credit facility with Wells
Fargo, and explored a wide range of potential strategic and
financial transactions, with the primary goals of improving the
Company's credit ratios, reducing the aggregate amount of its
indebtedness and securing additional working capital liquidity to
fund the Company's various business initiatives.  In addition,
Angiotech and its advisors have explored, and will continue to
explore, opportunities that could capture strategic value for part
or all of the business or that could enhance the Company's
competitive position, or could provide for sharing of certain of
the Company's significant investments in commercial and research
initiatives with a corporate partner or partners. The Company has
said it will provide further updates on said processes as
information warrants.

                          About Angiotech

Based in Vancouver, British Columbia, Angiotech Pharmaceuticals,
Inc. (NASDAQ: ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a
global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

The Company's balance sheet at June 30, 2010, showed
$110.6 million in total assets, $51.8 million in total current
liabilities, $622.2 million total non-current liabilities, and
$339.7 million in stockholders' deficit


ANTHONY MOULTRIE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Anthony Moultrie
        140 N. Hillcrest
        Inglewood, CA 90301
        Tel: (310) 259-0084

Bankruptcy Case No.: 10-51334

Chapter 11 Petition Date: September 28, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

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

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

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-51334.pdf


ASBURY AUTOMOTIVE: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings for Asbury Automotive, Inc., and
changed the outlook to stable from negative.

                         Rating Rationale

The change in outlook to stable from negative recognizes the
positive impact on Asbury's credit metrics of its improved
operating performance.  "Asbury continues to navigate a difficult
operating environment, with its improved credit profile evidence
of the success," stated Moody's Senior Analyst Charlie O'Shea.
"We feel that barring a double-dip macroeconomic scenario,
Asbury's credit profile should continue to reflect incremental
improvement such that it is more reflective of a B2 credit."

The B2 rating considers Asbury's weak, though improving, credit
metrics, as well as its strong market position in the still very
fragmented auto retailing segment.  The rating also considers
Asbury's historically-favorable brand mix, with 83% of new vehicle
sales coming from luxury and import brands, and its operating
profit trend away from new vehicle sales.  Asbury's business
model, with solid parts and service and finance and insurance
segments, as well as improving focus on used car sales, reduces
reliance on new car sales.

Ratings affirmed and LGD point estimates adjusted include:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- Sr. Subordinated Debt at Caa1 (LGD 5, 88%) from Caa1 (LGD 5,
     87%)

The stable outlook reflects Moody's expectation that Asbury's
performance will remain solid and that credit metrics will remain
at least at current levels over the next twelve months.

Ratings could be upgraded if Asbury's operating performance
continues to improve and leverage as measured by debt/EBITDA is
sustained below 5.5 times and interest coverage as measured by
EBITA/interest is sustained above 2.25 times.  Qualitatively, an
upgrade would also factor in Asbury's ability to potentially
"flex" its operating model should the macroeconomic factors that
are critical to the auto retail segment exhibit signs of stress.
Additionally, for an upgrade Moody's would expect liquidity to
remain adequate.

Ratings could be downgraded if Asbury's operating performance were
to weaken such that debt/EBITDA approaches 6.5 times, liquidity
worsens, or if EBITA/interest fell below 1.5 times.

The last rating action for Asbury Automotive was the March 25,
2009 downgrade of the Corporate Family and Probability of Default
ratings to B2 from B1, the downgrade of the Senior subordinated
notes to Caa1 (LGD5, 87%) from B3 (LGD5, 85%), and the assignment
of a negative outlook.


ASCEND PERFORMANCE: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Ascend Performance Materials Holdings, Inc.  APMH is a major
integrated Nylon 6,6 manufacturer and this is its initial Moody's
rating.  The proposed debt, consists of a senior secured asset
backed revolver (unrated) and a secured term loan, with a dual
purpose of a $922 million dividend to the owners.  Moody's
assigned a B2 rating to the proposed $800 million guaranteed
secured Term Loan B issued by Ascend Performance Materials LLC.
The proposed rating outlook is stable.

                        Ratings Rationale

APMH is the former Integrated Nylon division of Solutia (Solutia's
CFR is B1- positive outlook).  APMH was identified as a non-core
asset and in 2008; Solutia further classified the division as a
discontinued operation for sale.  On June 1, 2009, SK Capital
closed the acquisition of this company with Solutia retaining a
small equity ownership position of about 2%.  SK Capital Partners
is a sector-focused investment firm with industry and operating
expertise in Specialty Materials, Specialty Chemicals and
Healthcare.

APMH has proposed new Credit Facilities including a $275 million,
4.5 year, senior secured ABL and an $800 million, 6-year, senior
secured term loan.  The proceeds of which will be used to fund a
$922 million distribution to APMH shareholders and pay related
fees and expenses.  APMH's ratings and outlook are subject to
review of the final documentation of the financing and closing of
the transaction as described.

Ratings Assigned:

Ascend Performance Materials Holdings, Inc

* Corporate Family Rating -- B2
* Probability of Default Rating -- B2

Ascend Performance Materials LLC

* $800 million Sr Sec Term Loan B due 2016 - -- B2 (LGD4, 55%)

APMH's B2 CFR is weakly positioned in the B2 category and reflects
significant debt leverage, a limited operating history as an
independent company, severely abbreviated audited historic
financials, the prospect of volatile raw materials in the event
that current contracts recently negotiated are not renewed on a
sustainable basis, and significant cash resources exiting the
business in the form of a series of one time dividends amounting
to over $1 billion.  The proposed $922 million dividend
contemplated by this new debt exceeds the total assets reported at
the end of June 2010 of $694 million by 33% and is over 3X the
book equity reported at the end of June 2010.  Debt, when adjusted
for Moody's standard adjustments, (including unfunded pensions of
$80 million and capitalized rents of $7 million at the end of
2009) is about $1,053 million.  During 2010 the under funding of
the pension has been reduced.  An additional concern is the
prospect of reduced liquidity under the ABL if a proposed
incremental dividend of $120 million is permitted in the 4th
quarter of 2010.  At this level of debt Moody's proforma estimated
leverage for 2010 would be about 3.7.  In 2010 APMH EBITDA has
benefited from cost savings initiated by the former owners
consisting of a 33% reduction of the company's global workforce.
In addition management is likely to benefit from more favorable
contract terms over time as long as the main industry competitors
continue to operate at close to industry capacity.  If the global
economy were to contract again contract terms might change upon
renewal.

APMH's rating reflects the very difficult reported financial
performance in recent years notwithstanding several large unusual
items that contributed to the poor performance including
$113 million of annual cost savings from a 1,300 employee
downsizing initiative and a $256 million impact, over two years,
from overvalued inventory caused by high raw material prices
combined with an unexpectedly large decrease in demand.  In
addition, it is estimated that in 2010 APMH will export 55% of its
nylon 6,6 revenues to Europe and Asia.  Exports to Asia alone are
estimated at 34% of 2010 nylon 6,6 revenues and will continue to
increase as Asian growth is expected to eclipse growth in the U.S.
and Europe by a wide margin.  Moody's remains concerned that the
company's cost position may weaken over time due to the
availability and pricing of key feedstocks which may reduce its
export margins.

AMPH's B2 CFR also takes into consideration the sponsor's publicly
stated focus on the ability to de-lever as well as the proposed
limitation on future dividends until at least 50% of the term loan
has been paid down and leverage drops to 2X.

The rating outlook for AMPH is stable.  Factors that could have
negative rating implications include a failure to maintain
historical margins as raw material prices become volatile and
deterioration in its key end-market conditions.  Factors that
could have positive rating implications include a substantial
improvement in financial performance and meaningful permanent debt
reductions supported by a publicly stated financial philosophy.

AMPH operates in three business segments.  The largest segment,
with some 44% of revenues (for the LTM period ending June 30,
2010), is the chemical segment.  This segment provides chemicals
for external and internal use.  The next largest segment, with
some 29% of revenues is the engineered plastics segment followed
by the polymer and fiber segment with 27% of the revenues.

The B2 rating on the term loan B reflects its dominant position in
the company's debt structure, relative proximity to the operating
assets and benefits of the collateral package.  The facility will
be secured by a first priority lien on the capital stock as well
as all domestic PP&E assets of the company and its subsidiaries,
and will be guaranteed on a senior secured basis by all current
and future domestic subsidiaries.  AMPH is also expected to
guarantee the credit facilities.


ASCEND PERFORMANCE: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Ascend Performance Materials Holdings, Inc.  APMH is a major
integrated Nylon 6,6 manufacturer and this is its initial Moody's
rating.  The proposed debt, consists of a senior secured asset
backed revolver (unrated) and a secured term loan, with a dual
purpose of a $922 million dividend to the owners.  Moody's
assigned a B2 rating to the proposed $800 million guaranteed
secured Term Loan B issued by Ascend Performance Materials LLC.
The proposed rating outlook is stable.

                        Ratings Rationale

APMH is the former Integrated Nylon division of Solutia (Solutia's
CFR is B1- positive outlook).  APMH was identified as a non-core
asset and in 2008; Solutia further classified the division as a
discontinued operation for sale.  On June 1, 2009, SK Capital
closed the acquisition of this company with Solutia retaining a
small equity ownership position of about 2%.  SK Capital Partners
is a sector-focused investment firm with industry and operating
expertise in Specialty Materials, Specialty Chemicals and
Healthcare.

APMH has proposed new Credit Facilities including a $275 million,
4.5 year, senior secured ABL and an $800 million, 6-year, senior
secured term loan.  The proceeds of which will be used to fund a
$922 million distribution to APMH shareholders and pay related
fees and expenses.  APMH's ratings and outlook are subject to
review of the final documentation of the financing and closing of
the transaction as described.

Ratings Assigned:

Ascend Performance Materials Holdings, Inc

* Corporate Family Rating -- B2
* Probability of Default Rating -- B2

Ascend Performance Materials LLC

* $800 million Sr Sec Term Loan B due 2016 - -- B2 (LGD4, 55%)

APMH's B2 CFR is weakly positioned in the B2 category and reflects
significant debt leverage, a limited operating history as an
independent company, severely abbreviated audited historic
financials, the prospect of volatile raw materials in the event
that current contracts recently negotiated are not renewed on a
sustainable basis, and significant cash resources exiting the
business in the form of a series of one time dividends amounting
to over $1 billion.  The proposed $922 million dividend
contemplated by this new debt exceeds the total assets reported at
the end of June 2010 of $694 million by 33% and is over 3X the
book equity reported at the end of June 2010.  Debt, when adjusted
for Moody's standard adjustments, (including unfunded pensions of
$80 million and capitalized rents of $7 million at the end of
2009) is about $1,053 million.  During 2010 the under funding of
the pension has been reduced.  An additional concern is the
prospect of reduced liquidity under the ABL if a proposed
incremental dividend of $120 million is permitted in the 4th
quarter of 2010.  At this level of debt Moody's proforma estimated
leverage for 2010 would be about 3.7.  In 2010 APMH EBITDA has
benefited from cost savings initiated by the former owners
consisting of a 33% reduction of the company's global workforce.
In addition management is likely to benefit from more favorable
contract terms over time as long as the main industry competitors
continue to operate at close to industry capacity.  If the global
economy were to contract again contract terms might change upon
renewal.

APMH's rating reflects the very difficult reported financial
performance in recent years notwithstanding several large unusual
items that contributed to the poor performance including
$113 million of annual cost savings from a 1,300 employee
downsizing initiative and a $256 million impact, over two years,
from overvalued inventory caused by high raw material prices
combined with an unexpectedly large decrease in demand.  In
addition, it is estimated that in 2010 APMH will export 55% of its
nylon 6,6 revenues to Europe and Asia.  Exports to Asia alone are
estimated at 34% of 2010 nylon 6,6 revenues and will continue to
increase as Asian growth is expected to eclipse growth in the U.S.
and Europe by a wide margin.  Moody's remains concerned that the
company's cost position may weaken over time due to the
availability and pricing of key feedstocks which may reduce its
export margins.

AMPH's B2 CFR also takes into consideration the sponsor's publicly
stated focus on the ability to de-lever as well as the proposed
limitation on future dividends until at least 50% of the term loan
has been paid down and leverage drops to 2X.

The rating outlook for AMPH is stable.  Factors that could have
negative rating implications include a failure to maintain
historical margins as raw material prices become volatile and
deterioration in its key end-market conditions.  Factors that
could have positive rating implications include a substantial
improvement in financial performance and meaningful permanent debt
reductions supported by a publicly stated financial philosophy.

AMPH operates in three business segments.  The largest segment,
with some 44% of revenues (for the LTM period ending June 30,
2010), is the chemical segment.  This segment provides chemicals
for external and internal use.  The next largest segment, with
some 29% of revenues is the engineered plastics segment followed
by the polymer and fiber segment with 27% of the revenues.

The B2 rating on the term loan B reflects its dominant position in
the company's debt structure, relative proximity to the operating
assets and benefits of the collateral package.  The facility will
be secured by a first priority lien on the capital stock as well
as all domestic PP&E assets of the company and its subsidiaries,
and will be guaranteed on a senior secured basis by all current
and future domestic subsidiaries.  AMPH is also expected to
guarantee the credit facilities.


ASSOCIATED MATERIALS: Carey Plans to Offer $730MM Sr. Sec. Notes
----------------------------------------------------------------
Associated Materials LLC said that Carey Acquisition Corp. and its
subsidiary intend to offer $730 million in aggregate principal
amount of senior secured notes due 2017 in a private placement,
subject to market and other conditions.

The net proceeds from the offering of the Notes will be used, in
part, to finance the previously announced acquisition of the
parent company of Associated Materials, LLC by affiliates of
Hellman & Friedman, LLC, and the offering of the Notes is
conditioned upon the contemporaneous closing of the acquisition.

Upon completion of the offering and the acquisition, the Notes
will become obligations of Associated Materials, LLC.  The Notes
will be guaranteed by all of the direct and indirect domestic
subsidiaries of Associated Materials, LLC that guarantee the new
senior secured asset-based revolving credit facility that is
expected to entered into in connection with the acquisition.

                   About Associated Materials

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

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

                          *     *     *

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


ASSOCIATED MATERIALS: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on siding and windows manufacturer Associated Materials
LLC and its parent company, AMH Holdings LLC, to 'B' from 'B-'.
All ratings are removed from CreditWatch, where they were placed
with developing implications on Sept. 9, 2010.

At the same time, S&P assigned a 'B' (the same as the corporate
credit rating) issue-level rating to Associated Materials'
proposed $730 million senior secured notes due 2017.  These
proposed notes will be co-issued by Carey New Finance Inc. The
securities are expected to be sold pursuant to Rule 144A of the
Securities Act.  The recovery rating on the proposed notes is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.  The rating outlook is stable.

The company will use proceeds from the proposed note issuance,
combined with an approximately $600 million equity contribution,
excess cash balances, and expected borrowings under a new
revolving credit facility, to fund the nearly $1.35 billion
acquisition of the company (including refinancing Associated
Materials' existing debt) by affiliates of Hellman and Friedman
LLC (H&F).  Pro forma for the proposed transactions, AMI will have
approximately $800 million of outstanding consolidated debt.

S&P expects to withdraw its ratings on the existing bank
facilities and note issues currently outstanding at both AMH and
AMI upon refinancing of these financings.

"The upgrade reflects S&P's expectations that Cuyahoga Falls,
Ohio-based AMI's operating performance will continue to benefit
from increased unit volumes across all product categories, lower
costs, and improved efficiencies," said Standard & Poor's credit
analyst Thomas Nadramia.

The stable rating outlook reflects S&P's expectation that AMI's
earnings and cash flow will continue to benefit from increased
operating efficiencies, as well as stable demand in the repair and
remodeling markets.  Moreover, S&P projects that adjusted debt to
EBITDA should fall to between 5x and 6x by the end of 2010 and
interest coverage to be around 2x, levels S&P would consider to be
consistent with the current rating.  This is based upon
expectations of housing starts of at least 600,000 in 2011 and
continued growth of about 5% in repair and remodeling.  In
addition, S&P expects liquidity to remain adequate based upon
availability under the company's $225 million ABL facility and its
history of positive cash flow generation.

A negative rating action could occur if spending tied to the
residential construction markets falls below S&P's forecasted
levels, which would negatively affect AMI's operating performance.
Specifically, S&P could lower the rating if adjusted debt to
EBITDA rose to above 6x on a sustained basis, or if liquidity
under the proposed ABL facility were to fall below $50 million.
This could occur if a renewed recession caused a contraction in
repair and remodeling spending of 10% of more, or if the company
pursued debt-financed acquisition or shareholder distributions.

S&P would consider revising the outlook to positive if residential
construction activity exceeded expectations on a sustained basis
such that the company reduced leverage to below 5x.  This could
occur as a result of unexpected growth in housing starts to levels
more in line with the annual average 1.5 million and repair and
remodeling growth exceed S&P's expectations.


AURASOUND INC: Net Losses Cue Going Concern Doubt
-------------------------------------------------
AuraSound, Inc., filed on September 28, 2010, its annual report on
Form 10-K for the fiscal year ended June 30, 2010.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that during the year ended June 30,
2010, the Company incurred net losses of $2.2 million, and had
negative cash flow from operating activities of $202,383.

The Company reported a net loss of $2.2 million on $7.5 million of
revenue for fiscal 2010, compared with a net loss of $2.6 million
on $1.6 million of revenue for fiscal 2009.

As of June 30, 2010, the Company had a working capital deficit of
$6.6 million compared to a deficit of $4.4 million as of June 30,
2009.

On June 30, 2010, the Company had $129,939 in cash as compared to
$321,455 in cash on June 30, 2009.  As of September 28, 2010, the
Company has sufficient cash to continue its operations for a
period of about two months.

The Company's balance sheet at June 30, 2010, showed $4.2 million
in total assets, $10.7 million in total liabilities, and
stockholders' deficit of $6.5 million.

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

               http://researcharchives.com/t/s?6bf1

                      About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc. ("AuraSound"), a California
corporation, develops, manufactures and markets premium audio
products.  Specifically, AuraSound has developed and is currently
marketing undersized speakers that will deliver sound quality to
devices such as laptops, flat-panel televisions and displays that
the Company believes to be superior to the sound quality currently
found in these devices.  During the year ended June 30, 2010, the
Company's operations in China were conducted through Well-Tech
International Co., a Hong Kong company owned by Susanne Lee who is
the Company's office administrator in Hong Kong.  The Company's
operations in Taiwan are conducted by AuraSound as a foreign
corporation doing business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.


AUTOTRADER.COM LLC: S&P Assigns 'BB+' Rating on $100 Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level ratings to Atlanta, Ga.-based AutoTrader.com LLC's
$100 million incremental term loan A-2 due 2016.  The term loan is
rated 'BB+' (same as the corporate credit rating on the company).
S&P also assigned the facility a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

S&P affirmed all other ratings, including the 'BB+' corporate
credit rating were affirmed.  The outlook is stable.

The company plans to use the proceeds of the term loan A-2,
$15 million of revolver borrowings, and new equity to fund the
acquisition of vAuto Inc.  The equity was provided by Cox
Enterprises Inc. (BBB-/Positive/A-3) and Providence Equity
Partners, which continue to maintain 68% and 25% respective
ownership stakes.  Pro forma for the transaction, total debt
outstanding as of June 30, 2010, was $622 million.

"The 'BB+' corporate credit rating reflects the intense
competition of the online automotive classified market,
AutoTrader.com's concentration of earnings from this market, and
some cyclicality in the business," said Standard & Poor's credit
analyst Hal Diamond.  "Nevertheless, the company's leading market
share, strong brand, and good discretionary cash flow generation
support S&P's view that the company's business risk profile is
fair." AutoTrader has an aggressive financial profile, in S&P's
view because of the company's acquisitive growth strategy in the
highly competitive online auto advertising industry with low
barriers to entry.  S&P is concerned about large debt-financed
acquisitions and integration risk.

AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site.  The company
competes with other online Web sites, as well as with traditional
print and newspaper classified advertising.  Although the company
has benefited from advertising spending shifting from print to
online platforms, traditional media still captures the majority of
automotive advertising.  AutoTrader generates roughly 80% of its
revenues from auto dealers, largely from monthly subscriptions and
advertising.  The next largest source of revenue is national
advertising from auto dealer groups and manufacturers, at 14% of
revenues.  The company has a diverse revenue stream, with no
client accounting for more than 2% of revenues.

The rating outlook is stable, reflecting S&P's expectation that
AutoTrader.com will maintain adequate liquidity and compliance
with covenants over the intermediate term.  S&P could lower the
rating if weaker operating performance causes the company's margin
of compliance to fall below a 15% EBITDA cushion with no outlook
for improvement on a sustained basis.  Specifically, this could
occur if competition or a resurgence of economic pressures cause
revenue and EBITDA to decline, or if the company undertakes large
debt financed acquisitions.  S&P could also lower the rating on
AutoTrader.com if the rating on parent company Cox is lowered.
S&P views the prospect for raising the rating as remote.  Although
not currently anticipated, S&P could raise the rating if Cox
reestablishes 100% ownership of the company.


AUTOTRADER.COM LLC: S&P Assigns 'BB+' Rating on $100 Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level ratings to Atlanta, Ga.-based AutoTrader.com LLC's
$100 million incremental term loan A-2 due 2016.  The term loan is
rated 'BB+' (same as the corporate credit rating on the company).
S&P also assigned the facility a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

S&P affirmed all other ratings, including the 'BB+' corporate
credit rating were affirmed.  The outlook is stable.

The company plans to use the proceeds of the term loan A-2,
$15 million of revolver borrowings, and new equity to fund the
acquisition of vAuto Inc.  The equity was provided by Cox
Enterprises Inc. (BBB-/Positive/A-3) and Providence Equity
Partners, which continue to maintain 68% and 25% respective
ownership stakes.  Pro forma for the transaction, total debt
outstanding as of June 30, 2010, was $622 million.

"The 'BB+' corporate credit rating reflects the intense
competition of the online automotive classified market,
AutoTrader.com's concentration of earnings from this market, and
some cyclicality in the business," said Standard & Poor's credit
analyst Hal Diamond.  "Nevertheless, the company's leading market
share, strong brand, and good discretionary cash flow generation
support S&P's view that the company's business risk profile is
fair." AutoTrader has an aggressive financial profile, in S&P's
view because of the company's acquisitive growth strategy in the
highly competitive online auto advertising industry with low
barriers to entry.  S&P is concerned about large debt-financed
acquisitions and integration risk.

AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site.  The company
competes with other online Web sites, as well as with traditional
print and newspaper classified advertising.  Although the company
has benefited from advertising spending shifting from print to
online platforms, traditional media still captures the majority of
automotive advertising.  AutoTrader generates roughly 80% of its
revenues from auto dealers, largely from monthly subscriptions and
advertising.  The next largest source of revenue is national
advertising from auto dealer groups and manufacturers, at 14% of
revenues.  The company has a diverse revenue stream, with no
client accounting for more than 2% of revenues.

The rating outlook is stable, reflecting S&P's expectation that
AutoTrader.com will maintain adequate liquidity and compliance
with covenants over the intermediate term.  S&P could lower the
rating if weaker operating performance causes the company's margin
of compliance to fall below a 15% EBITDA cushion with no outlook
for improvement on a sustained basis.  Specifically, this could
occur if competition or a resurgence of economic pressures cause
revenue and EBITDA to decline, or if the company undertakes large
debt financed acquisitions.  S&P could also lower the rating on
AutoTrader.com if the rating on parent company Cox is lowered.
S&P views the prospect for raising the rating as remote.  Although
not currently anticipated, S&P could raise the rating if Cox
reestablishes 100% ownership of the company.


AXCAN INTERMEDIATE: S&P Gives Negative Outlook, Keeps 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Montreal-based specialty pharmaceutical company Axcan Intermediate
Holdings Inc. to negative from stable.  At the same time, Standard
& Poor's affirmed all of its ratings on Axcan, including its 'BB-'
long-term corporate credit rating on the company.

"The outlook revision reflects S&P's concern that the ongoing
cease-distribution order from the Federal Drug Administration for
Axcan's key ULTRASE and VIOKASE drugs could negatively affect the
products' market share if and when they are re-approved for sale,"
said Standard & Poor's credit analyst Donald Marleau.

The financial implications of the cease-distribution order have
been muted by the diversity of the company's earnings streams, but
S&P believes that a material and sustained decline in
profitability from these drugs would result in weaker product
diversity.  Moreover, S&P is concerned about the cost and earnings
pressure in 2011 associated with regaining lost market shares
after existing patient-level stocks are depleted in late 2010.

"The rating affirmation reflects S&P's view of the company's
steady cash flow despite the sales disruption, which supports its
strong liquidity," Mr. Marleau added.

The ratings on Axcan reflect what Standard & Poor's sees as the
company's weak business risk profile, characterized by the
susceptibility of its products to competition and regulatory
changes, although S&P believes these risks are contained by the
niche position of these products in gastroenterology and the
relative diversity of Axcan's portfolio.  The company's aggressive
financial risk profile is evidenced by a heavy debt burden that is
supported by its fairly steady cash flow.

Axcan specializes in the treatment of gastrointestinal diseases
and disorders, including pancreatic enzyme deficiencies,
cholestatic liver diseases, and inflammatory bowel disease.

The negative outlook on Axcan stems from S&P's concern that the
cease-distribution order for pancreatic enzyme products could
damage the company's share of this growing market, while costs to
regain its position could dampen profitability.  Although S&P
believes that a lengthy delay could contribute to a lower rating
by impairing the strength and diversity of Axcan's cash flow
streams, S&P's view is not predicated on a specific timeline for
Federal Drug Administration approval.  S&P believes that Axcan
will continue to generate steady free cash flow and maintain
strong liquidity as it invests in re-marketing its PEPs and
maintains research and development expenditures for new products.
Furthermore, S&P still expects that Axcan could use its excess
cash flow to make tuck-in acquisitions that expand its drug
portfolio, which S&P believes could strengthen the company's
credit profile if it preserves adequate liquidity and ultimately
contributes to lower leverage.  More aggressive financial
policies, such as by large dividend payments or recapitalization,
could also threaten the current ratings.


BABY FOX: Losses Prompt Going Concern Doubt
-------------------------------------------
Baby Fox International, Inc., filed on September 28, 2010, its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

Friedman LLP, in Marlton, N.J., expressed substantial doubt about
the Company's ability as a going concern.  The independent
auditors noted of the Company's losses, negative cash flows from
operations and working capital deficiency.

The Company reported a net loss of $435,531 on $25.2 million of
revenue for fiscal 2010, compared to a net loss of $4.5 million on
$24.3 million of revenue for fiscal 2009.

As of June 30, 2010, the Company had cash and cash equivalents of
$180,476 and negative working capital of $6.5 million.

The Company's balance sheet at June 30, 2010, showed $10.3 million
in total assets, $17.3 million in total liabilities, and a
stockholders' deficit of $7.0 million.

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

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

                   About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on August 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.


BAKER & TAYLOR: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Charlotte-based Baker & Taylor
Acquisition Corp. to 'B' from 'B-'.  The rating outlook is stable.
The company distributes books, music, and video to the library,
educational, and retail markets.

At the same time, S&P raised its senior secured debt rating to
'CCC+' from 'CCC', the recovery rating remains a '6'; indicating
its expectation of negligible (0-10%) recovery for note holders in
the event of a payment default.

"The upgrade on privately owned Baker & Taylor reflects its
improving operating and financial performance over the past year,
despite top-line pressures in both of its business segments
because of the weak economic environment," said Standard & Poor's
credit analyst Jayne Ross.  S&P believes some of the trends in the
retail segment have bottomed out and stabilized, although S&P does
expect the library and education segment to remain under some
pressure because of lowering funding, high unemployment, and a
weak economy.

The vulnerable business risk profile on Baker & Taylor reflect
S&P's view of the company's susceptibility to small changes in
costs given its low operating margins as a distributor, customer
concentration, and its position in the book, music and video
distribution industry, especially in the institutional book
segment.


BARRINGTON RUSSELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Barrington Anthony Russell
          aka Barrington A. Russell
          aka Barrington A. Russell, Sr.
        4040 NW 47 Terr
        Ft. Lauderdale, FL 33319

Bankruptcy Case No.: 10-39641

Chapter 11 Petition Date: September 29, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Zach B. Shelomith, Esq.
                  LEIDERMAN SHELOMITH, P.A.
                  2699 Stirling Rd # C401
                  Ft Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371
                  E-mail: zshelomith@lslawfirm.net

Scheduled Assets: $357,032

Scheduled Debts: $2,093,119

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-39641.pdf


BB LOGGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BB Logging, LLC
        118 Second Street
        Fitzgerald, GA 31750

Bankruptcy Case No.: 10-11698

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Judge: James D. Walker Jr.

Debtor's Counsel: William O. Woodall, Esq.
                  WOODALL AND WOODALL
                  P.O. Box 3335
                  1003 Patterson Street
                  Valdosta, GA 31604
                  Tel: (229) 247-1211
                  E-mail: will@orsonwoodall.com

Scheduled Assets: $1,273,600

Scheduled Debts: $1,877,356

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb10-11698.pdf

The petition was signed by Brian Christopher Brown, CEO.


BERRY PLASTICS: Dr. Rich to Replace Ira Boots as Pres. & CEO
------------------------------------------------------------
Berry Plastics Corporation, an Apollo Management, L.P. and Graham
Partners portfolio company, said that Ira G. Boots has decided to
retire as Chairman and CEO effective October 4, 2010.  Replacing
Ms. Boots as CEO will be Dr. Jonathan Rich, the President and CEO
of Momentive Performance Materials.

Ms. Boots plans to remain with Berry Plastics as a member of the
Board of Directors and as a business consultant.  Ms. Boots has
been an employee of Berry and its predecessors since 1978 and has
been CEO since 2001.  During Ms. Boots' career with Berry he has
been instrumental in growing the business from approximately $4
million in annual net sales in 1978 to more than $4 billion in
annual net sales today.  Additionally, Boots has been instrumental
in developing the strategic direction of Berry through the
successful acquisition of 30 companies.

"Berry Plastics is a special company.  Our customers, employees,
communities, vendors and investors have created a rare business
with proven success.  I am grateful for the opportunity to be a
small part of Berry's incredible journey.  Meaning to my life has
been enhanced by walking with God, my family and working alongside
our 16,000 employees.  Berry's continued success will be a result
of their talents and efforts," stated Boots.

Jon Rich joins Berry from Momentive Performance Materials where he
was President, CEO and a member of the Board of Directors.  Prior
to Momentive, Jon held executive positions at Goodyear Tire and
Rubber including President of Goodyear North American Tire and
President of Goodyear Chemical.  Jon began his career at General
Electric in 1982 where he was employed for 20 years in a variety
of R&D, operational and executive roles.   Jon has a Bachelor of
Science degree in Chemistry from Iowa State University, and a PhD
in Chemistry from the University of Wisconsin.

"I am very excited to join the world class team at Berry Plastics.
Berry has grown tremendously under the leadership of Ira Boots,
and I look forward to continuing that tradition into the future,"
stated Jon Rich.

"We are extremely fortunate to have a successor of the caliber of
Jon Rich to lead Berry going forward.  Jon brings to Berry proven
leadership talents and an outstanding track record of growth and
innovation, all of which will position Berry for continued
success.  I also want to thank Ira for his over 30 years of
service to Berry.  Under Ira's stewardship, Berry has been
transformed from a regional packaging business into one of the
largest and most respected specialty packaging companies in the
world," said Josh Harris, Managing Partner and co-founder of
Apollo Management.

Don Graham, founder of Graham Group and a Director of Berry
Plastics said "We appreciate all that Ira has accomplished during
his tenure at Berry and are pleased to have him continue to serve
the business as member of the Board and a consultant.  As we move
into the next phase of Berry's evolution, we are highly confident
that Jon Rich, along with the rest of the Berry management team
and employees, will drive the business to new heights."

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.


BIOLASE TECHNOLOGY: Inks Distribution & Supple Deal with Schein
---------------------------------------------------------------
Biolase Technology Inc. entered on September 23, 2010, into a
Distribution and Supply Agreement with Henry Schein, Inc.

The Agreement terminated that certain License and Distribution
Agreement, dated as of August 8, 2006, by and between the Company
and Henry Schein, as amended, which provided for, among other
things, exclusive distribution rights for Henry Schein in North
America.

Under the Agreement, the Company granted Henry Schein certain
non-exclusive distribution rights in North America, and in other
international markets, with respect to the Company's dental laser
systems, accessories, and related support and services.  In
addition, the Company granted Henry Schein exclusivity in selected
international markets. The Agreement is effective as of August 30,
2010.

Concurrent with the execution of the Agreement, Henry Schein
placed an irrevocable $9 million open purchase order for the
Company's products, together with certain advance payment amounts
in respect of such products.  In connection with the advance
payment, the Company agreed to enter into an Amended and Restated
Security Agreement, dated September 23, 2010 and with an effective
date of August 30, 2010, which amended and restated that certain
Security Agreement, dated February 16, 2010.  The Security
Agreement granted to Henry Schein a security interest in the
Company's inventory and assets as security for advance payment
amounts made under the Agreement and the Terminated Distribution
Agreement, such security interest to be released by Henry Schein
upon products delivered in respect of the purchase order set forth
above.

The Agreement has an initial term that ends on December 31, 2013,
after which the Agreement will automatically renew for successive
terms unless certain notice is provided by either party to the
other, and Henry Schein's distribution rights in those territories
other than North America shall terminate on December 31, 2012.

As part of the Agreement, Henry Schein agreed to engage in a
substantial marketing and promotional campaign with regard to the
Company's iLase product line throughout North America.

On September 23, 2010, the Company entered into a Waiver and
Amendment No. 1 to Loan and Security Agreement, with MidCap
Funding III, LLC and Silicon Valley Bank.  In connection with the
Waiver, the Lenders agreed to, among other things, waive certain
covenants under that certain Loan and Security Agreement, dated as
of May 27, 2010, by and between the Company and the Lenders,
specifically with respect to the Company's non-compliance with
certain minimum EBITDA financial covenants.  The Waiver contains
amendments and additional covenants regarding, among other things,
loan amortization, loan prepayment without penalty for certain
periods, equity raise covenants, supplemental financial reporting,
supplemental cooperation with the Lenders, and additional
disclosures and notices.

In connection with the Waiver, the Company entered into an
amendment to those certain existing warrants previously issued to
the Lenders in connection with the Loan Agreement, which amendment
contains a new per share exercise price of $0.84.

                     About BIOLASE Technology

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

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

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


BIORELIANCE CORP: S&P Affirms Corporate Credit Rating at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Rockville, Md.-based BioReliance Corp., including the 'B+'
corporate credit rating.  S&P also revised the outlook on the
company to stable from negative.

At the same time, S&P lowered its senior secured rating on the
company's second-lien term loan to 'B-' from 'B' and revised the
recovery rating on the loan to '6' from '5'.  The '6' recovery
rating indicates expectations of negligible (0%-10%) recovery of
principal in the event of payment default.

"The ratings on BioReliance continue to reflect the company's
position as a small player in the broader market for contract
research services, the current uncertain demand for preclinical
services, and the company's highly leveraged capital structure,"
said Standard & Poor's credit analyst Arthur Wong.  Its leading
position in its niche markets and the potential for continued
operational improvements partly mitigate those risks.

BioReliance is a contract research organization (CRO), focusing
primarily on the preclinical space.  It provides biologics safety
testing services (about three-quarters of revenues), toxicology
services, lab animal diagnostics, and contract viral
manufacturing.  The company derives over half its revenues from
the U.S., with the remainder coming from Europe and Asia.  As a
CRO, BioReliance remains subject to risk stemming from contract
cancellations, nonrenewals, and volatility.


BORGER ENERGY: S&P Downgrades Rating on Senior Notes to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Borger Energy/Borger Funding's $117 million ($89 million
outstanding as of June 30, 2010) senior secured notes due Dec. 31,
2022 to 'B+' from 'BB-'.  The recovery rating remains unchanged at
'4', indicating that lenders can expect an average (30%-50%)
recovery of principal in a default scenario.  The outlook is
stable.

The project formed on May 6, 1997 to build, own, and operate a 230
megawatt gas-fired cogeneration facility near Borger, Texas.
Commercial operations at the facility began on June 12, 1999.  The
project sells its energy output and electrical capacity to
Southwestern Public Service Co., a subsidiary of Xcel Energy Inc.,
under the terms of a 25-year purchased-power agreement.  The
project also sells its steam output to ConocoPhillips under a
20-year steam sales and operating agreement.  DCP Midstream L.P.
(formerly Duke Energy Field Services LLC) supplies fuel under a
20-year gas supply agreement.

At the 'B+' rating level, the stable outlook incorporates
uncertainties surrounding the project's exposure to operational
and financial risks, including the rotor refurbishment and steam
offtake by ConocoPhillips.  Under S&P's gas price scenario and
using the project's current major maintenance funding assumptions,
S&P think it likely that the DSCR will average about 1.01x over
the next five years.  S&P could lower the rating if plant
performance deteriorates and/or the refinery's steam offtake by
the refinery declines below 800,000 pounds per hour and the DSCR
falls further.  Moreover, if rotor refurbishment becomes certain
then S&P could lower rating by multiple notches.  Although less
likely, S&P could raise the rating should gas prices rise and or
the project revise with the independent engineer its major
maintenance funding assumptions such that DSCR rises to about 1.2x
on a sustained basis.  Furthermore, such a rating increase would
be contingent on greater clarity around the rotor replacement.


BRADLEY STEPHENSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Bradley A. Stephenson
               Stacey L. Stephenson
               1016 E. 700 N.
               Fortville, IN 46040

Bankruptcy Case No.: 10-14687

Chapter 11 Petition Date: September 29, 2010

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

Judge: Anthony J. Metz, III

Debtors' Counsel: Deborah Caruso, Esq.
                  Meredith R. Thomas, Esq.
                  DALE & EKE, P.C.
                  9100 Keystone Crossing, Suite 400
                  Indianapolis, IN 46240
                  Tel: (317) 844-7400
                  Fax: (317) 574-9426
                  E-mail: dcaruso@daleeke.com
                          mthomas@daleeke.com

Estimated Assets: Not Stated

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14687.pdf

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B & T Farms                           10-05327            04/14/10
Todd B. & Christina D. Stephenson     10-14702            09/29/10


BROOKE CORP: Court Orders Orr to Turn Over Documents
----------------------------------------------------
The trustee overseeing the liquidation of Brooke Corp. has won a
court order requiring Leland Orr, a central figure in Brooke's
operations, to produce documents and talk under oath about the
scandal-ridden company and its affiliates, Bankruptcy Law360
reports.

According to Law360, Judge Dale L. Somers of the U.S. Bankruptcy
Court for the District of Kansas on Wednesday granted Chapter 7
trustee Albert A. Riederer's motion.

                        About Brooke Corp.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- was an insurance agency and
finance company.  The Company owns 81% of Brooke Capital.  The
majority of the Company's stock was owned by Brooke Holding Inc.,
which, in turn was owned by the Orr Family.  A creditor of the
family, First United Bank of Chicago, foreclosed on the BHI stock.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on October 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R. Markley, Esq., is the Debtors' in-house
counsel.  Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.  Albert A.
Riederer was appointed Chapter 11 Trustee.  Husch Blackwell
Sanders LLP in Kansas City, Missouri, represents the Chapter 11
Trustee.  The Debtors disclosed assets of $512,855,000 and debts
of $447,382,000 as of the petition date.

Bankruptcy Judge Dale Somers entered an order that converted the
Chapter 11 bankruptcy cases of Brooke to cases under Chapter 7 of
the Bankruptcy Code, effective as of June 19, 2009.  Albert A.
Riederer, the Chapter 11 Trustee, sought conversion of the
Debtors' cases to Chapter 7.


BROOKLANE ESTATES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brooklane Estates, LLC
        1136 Delaplain Road
        Georgetown, KY 40324

Bankruptcy Case No.: 10-53072

Chapter 11 Petition Date: September 28, 2010

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

Judge: Tracey N. Wise

Debtor's Counsel: Fred E. Fugazzi, Jr., Esq.
                  333 W. Vine Street, #1700
                  Lexington, KY 40507
                  Tel: (859) 252-2202
                  E-mail: bfugazzi@bowlesrice.com

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

Estimated Debts: $500,001 to $1,000,000

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-53072.pdf

The petition was signed by Mary Scarbrough, member.


BURLINGTON TELECOM: CitiCapital Extends Forbearance to Oct. 29
--------------------------------------------------------------
The city of Burlington on Thursday said an agreement has been
reached with CitiCapital to extend the period of forbearance --
set to expire September 30 -- to October 29, 2010, with respect to
payments under the City's lease-purchase agreement with
CitiCapital for Burlington Telecom.  Negotiations between the City
and CitiCapital are ongoing and will continue during the
forbearance period.

John Briggs, writing for The Burlington (Vt.) Free Press, reports
that Burlington Telecom has been given an additional month to make
its August 2010 debt payment of $707,000.  The August bill was for
interest and principal on BT's commercial debt.

Free Press relates that Burlington Telecom owes $33.7 million to
CitiCapital.  That lease-purchase agreement was concluded in the
summer of 2007 and consolidated an earlier lease-purchase debt to
Koch Financial.

Free Press says the $33.7 million was spent by late 2007, and the
Kiss administration began using public money from the city's
central checking account to pay for BT expenses.  BT is unable to
repay that $16.9 million from the city's cash pool and has
acknowledged to state regulators that the failure to repay the
public money violated taxpayer-safeguards in BT's 2005 state
license.

Free Press notes the city was unable to make two earlier interest
payments this year to CitiCapital.  Those bills, each of them
$386,000, were taken from the reserve fund established as part of
the lease-purchase agreement.  That fund is now insufficient to
meet the payment schedule.

Another interest payment is due in November, Free Press adds.


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-affiliate 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


CAREY ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investor Service assigned ratings to Carey Acquisition
Corp., becoming Associated Materials, LLC, upon closing of the
acquisition: Corporate Family Rating -- B3; Probability of Default
Rating -- B3; and, senior secured notes -- B3.  The outlook is
stable.  The purpose of the notes and other credit facilities is
to fund the acquisition of Associated by affiliates of Hellman &
Friedman LLC for an aggregate purchase price of approximately
$1.3 billion including the refinancing of existing debt.

In a related action, Moody's confirmed the ratings of AMH
Holdings, LLC: Corporate Family Rating -- B3; Probability of
Default Rating -- B3; and, senior unsecured notes due 2014 --
Caa2.  Moody's also confirmed Associated Materials, LLC's existing
second lien senior secured notes due 2016 at B1.  The outlook for
AMH Holdings, LLC, is stable.  It is anticipated that upon closing
of the acquisition, all existing debt of AMH Holdings, LLC, and
Associated Materials, LLC, will be repaid or defeased, and that
all existing ratings assigned to these two entities will be
withdrawn.  These rating actions conclude the review which Moody's
initiated on September 8, 2010.

These ratings/assessments were affected by this action:

Associated Materials, LLC

* Corporate Family Rating assigned B3;

* Probability of Default Rating assigned B3;

* Senior Secured Notes due 2017 at B3 (LGD4, 53%); and,

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

AMH Holdings, LLC:

* Corporate Family Rating confirmed at B3;

* Probability of Default Rating confirmed at B3; and,

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

                        Ratings Rationale

Associated's B3 Corporate Family Rating considers the company's
exposure to cyclical end markets including new home construction
and the repair and remodeling sector -- the main drivers of the
company's revenues.  Associated is also exposed to volatile raw
material costs for commodities such as vinyl resin, aluminum,
steel and glass.  The credit is supported by Associated's position
as one of the larger manufacturers and distributors of windows and
vinyl siding in North America.  Additionally, Associated's cost
reduction actions appear to be resulting in improved operating
efficiencies.  These efficiencies have improved operating margins.
Associated's EBITA margin was 12.9% for 2Q10 versus 11.5% for 2Q09
(Moody's adjusted), exhibiting the company's greatest credit
strength.

The proposed acquisition will increase overall debt by
approximately $160 million on a pro forma basis, partially
offsetting the benefit recent operating improvements have had on
the company's financial metrics.  With adjusted debt increasing at
closing, credit metrics will deteriorate modestly due to higher
debt service requirements.  On a pro-forma basis for last twelve
months through July 3, 2010, Associated's credit metrics will show
some deterioration: debt-to-EBITDA will increase to about 6.3
times from 5.4 times and free cash flow-to-debt will contract to
about 4.4% from 5.1% (all ratios adjusted per Moody's
methodology).  Interest coverage will likely remain about 1.4
times on a pro forma basis since some high coupon debt is being
refinanced with debt projected to have lower interest rates.
Moody's views the pro forma financial metrics of Associated
Materials, LLC following the acquisition as being consistent with
the maintenance of a B3 Corporate Family Rating.

The stable outlook reflects Moody's expectations that Associated's
improving credit metrics and good liquidity profile should provide
the company with financial flexibility to contend with
uncertainties in its end markets and volatile commodity costs.

For an improvement in ratings Associated needs to demonstrate that
it has permanently improved its cost structure, resulting in
stronger performance.  Operating performance that results in
EBITA-to-interest expense trending towards 2.5 times or debt-to-
EBITDA sustained below 5.0 times (all ratios adjusted per Moody's
methodology) could result in a rating upgrade.

Factors which might result in a downgrade in the ratings include
deterioration in the company's liquidity profile or erosion in
operating performance, resulting in EBITA-to-interest expense
trending towards 1.0 times or debt-to-EBITDA near 6.0 times (all
ratios adjusted per Moody's methodology).

The last rating action was on September 1, 2010, at which time
Moody's upgraded AMH Holdings, LLC's Corporate Family Rating to B3
from Caa1.

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


CASCADE BANCORP: Inks Securities Purchase Deal with Investors
-------------------------------------------------------------
Cascade Bancorp has entered into an agreement with each of David
F. Bolger and an affiliate of Lightyear Fund II, L.P., amending
the Securities Purchase Agreements between the Company and Mr.
Bolger and the Company and Lightyear dated October 29, 2009, as
amended February 16, 2010, June 1, 2010, June 30, 2010, July 15,
2010, July 30, 2010, August 31, 2010 and September 15, 2010, to
extend their conditional commitments to October 29, 2010.

Per the new agreement, the extended date by which conditions of
closing must be satisfied is now October 29, 2010.  The sales to
Mr. Bolger and to Lightyear are conditioned upon the Company's
simultaneous sale of shares of its common stock in additional
private placements to other investors under separate written
agreements such that the total net proceeds from the offerings is
at least $150 million, in addition to the other closing conditions
set forth in each of the Securities Purchase Agreements.

                      About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $2,083,883,000 in assets.


CDW CORP: S&P Changes Outlook to Positive, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Vernon Hills, Ill.-based CDW Corp. to positive from stable.  In
addition, S&P affirmed all its ratings on the company, including
its 'B-' corporate credit rating.

"The ratings on CDW reflect S&P's expectation that an improved
North American IT spending environment and consistent
profitability will lead to a strengthening of its currently very
leveraged financial profile in the near term," said Standard &
Poor's credit analyst Martha Toll-Reed, "despite highly
competitive industry conditions and lingering economic
uncertainty."

CDW is the leading value-added-reseller of IT products and
services to business, government, and education customers in the
U.S. and Canada.  It reaches its existing and prospective
customers through catalogs, direct mail, outbound telemarketing,
Web sites and Web advertising, and a direct sales force.  CDW's
"weak" business profile reflects the company's good position in
the highly fragmented value-added reseller market for technology
products and services, narrow geographic presence, and relatively
low-margin characteristics.


CENGAGE LEARNING: Moody's Gives Positive Outlook, Keeps B3 Rating
-----------------------------------------------------------------
Moody's Investors Service changed Cengage Learning Acquisitions,
Inc.'s rating outlook to positive from stable and upgraded the
company's speculative-grade liquidity rating to SGL-2 from SGL-3.
The change to a positive rating outlook reflects Moody's view that
projected earnings growth and debt reduction will continue to
reduce leverage from the very high levels that resulted from the
July 2007 leveraged buyout by Apax Partners and OMERS Capital
Partners.  Cengage's B3 Corporate Family Rating, B3 Probability of
Default Rating and debt instrument ratings are not affected.

Upgrades:

Issuer: Cengage Learning Acquisitions, Inc.

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

Outlook Actions:

Issuer: Cengage Learning Acquisitions, Inc.

  -- Outlook, Changed To Positive From Stable

Cengage's debt-to-EBITDA leverage of approximately 8.8x (FY
6/30/10 incorporating Moody's standard adjustments, cash pre-
publication costs as an expense, and a shift in revenue from
changes in customer ordering patterns) declined from 12.3x over
the last two years.  Moody's anticipates scheduled debt
repayments, revenue growth and relatively stable margins will
lower debt-to-EBITDA to an 8x or lower range over the next 12-24
months, which if sustainable could position the company for an
upgrade.  Cengage is benefiting from strong counter-cyclical
higher education enrollment growth to deliver stable organic
revenue performance throughout the economic downturn and weak
recovery despite pressure on the more cyclical business lines that
are dependent on state/local government budgets (library
reference, K-12 school) and corporate spending, as well as
declines in legacy print reference products.  Moody's anticipates
enrollment growth will moderate but remain positive over the next
few years as the unemployment rate begins to decline.  This along
with modest price increases should sustain low to mid-single digit
revenue growth.  Cost reductions and operating leverage improved
margins significantly and contributed to strong EBITDA since the
LBO.  Moody's anticipates margins will be relatively flat over the
next few years as the company will likely ramp up investments in
new products.

Moody's believes Cengage's free cash flow and the unused revolver
capacity will be sufficient to meet projected debt service through
2013 (including the July 2012 AHYDO-related redemption), but
significant refinancing risk exists as the vast majority of the
company's debt matures in July 2014 and July 2015.  Moody's
believes the liquidity position creates low near-term default
risk, and provides flexibility for Cengage to execute its
operating plans.  However, Moody's views continued leverage
reduction and free cash flow growth as necessary to successfully
manage the refinancing risk.  Moody's would need to view Cengage's
ability to refinance its 2014/2015 maturities as manageable in
order for the company to be upgraded.

The upgrade of Cengage's speculative-grade liquidity rating to
SGL-2 from SGL-3 reflects the improvement in free cash flow
generation driven largely by the aforementioned EBITDA growth.
Moody's now projects that Cengage can comfortably meet required
annual debt service through internally generated cash flow,
thereby reducting reliance on the revolver.  There is sufficient
capacity on the $300 million revolver (expiring in July 2013;
seasonal $66 million draw and $6 million of LCs as of June 30,
2010) to cover seasonal borrowing needs, moderately sized
acquisitions and additional funding should cash flow be weaker
than expected.  Moody's anticipates Cengage will maintain a
sizable cushion within its 7.75x maximum senior secured leverage
covenant, which is the lone financial maintenance covenant.

The last rating action was on September 23, 2009, when Moody's
lowered Cengage Learning's senior secured credit facility rating
to B2 from B1.

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

Cengage, headquartered in Stamford, CT is a provider of learning
products to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals.  Cengage publishes college textbooks and
reference materials, and supplements its print publications with
software tools and training/assessment applications.  Annual
revenue is approximately $2.0 billion.


CHATEAU DE VILLE: Files for Chapter 11 in Seattle
-------------------------------------------------
Chateau de Ville LLC filed for Chapter 11 protection on
September 30, 2010 (Bankr. W.D. Wash. Case No. 10-21648).

Larry B. Feinstein, Esq., at Vortman & Feinstein , in Seattle,
Washington, serves as counsel to the Debtor.

Chateau de Ville is the owner of 47 condominium units in Renton,
Washington.  The project owner contends the units are worth $12
million, while secured and unsecured debt totals $10.1 million.

The Debtor was facing a suit by the lender on the debt.  The
bankruptcy filing automatically stayed the suit.


CHEM RX: Unsecured Creditors Object to Exclusivity Extension
------------------------------------------------------------
Unsecured creditors are objecting to Chem RX Corp.'s request for
an extension of its exclusive period to propose a Chapter 11 plan.

Dow Jones' DBR Small Cap reports that counsel to the official
committee of unsecured creditors said in court papers that the
Company doesn't deserve more time to file a bankruptcy-exit plan
because the company is trying to sell its assets instead of
reorganize.

"Once such a sale is approved by the court, there is no complexity
to these cases which necessitates" more time to file a plan, the
creditors committee said, according to Dow Jones.  As a result,
the unsecured creditors committee -- which would like the
opportunity to file its own plan for the company -- urged the
court overseeing Chem RX's bankruptcy case not to extend the
company's exclusive right to file a bankruptcy-exit plan without
the threat of creditors filing a rival strategy, the report adds.

A hearing on the requested exclusivity extension is scheduled
today, October 4 at 11:30 a.m.  Objections, if any, are due
September 21 at 4:00 p.m.

The Debtors are seeking an extension of the their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until December 7, 2010, and February 6, 2011,
respectively.

The Debtors explained in the Exclusivity Extension Motion that
they need additional time to complete the process to identify the
stalking horse bidder and file a motion to approve bid procedures
and a stalking horse asset purchase agreement for the sale of
substantially all their assets.  The Debtors are also in the
process of developing proposals to discuss with the First Lien
Lenders and the Official Committee of Unsecured Creditors for the
resolution of these cases post sale.

                          Sale Process

As reported in the Troubled Company Reporter on September 30,
2010, Chem Rx Corp. has filed a motion seeking approval of a sale
process to sell its assets to PharMerica Corp. for $70.6 million
plus the assumption of specified liabilities, absent higher and
better bids for the assets.

The bankruptcy judge scheduled a hearing for Oct. 4 to rule on
proposed auction and sale procedures.  If adopted by the judge,
competing bids would be due initially by Oct. 25, followed by an
auction on Oct. 27.  A hearing to approve the sale would take
place around Oct. 28.

Prior to selecting PharMerica as stalking horse bidder, Chem RX
signed 65 prospective buyers to confidentiality agreements.

PharMerica operates 90 institutional pharmacies in 41 states.

                     About Chem RX Corporation

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

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

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

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


CJ'S HOME: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CJ's Home Care, Inc.
          aka CJ's Abundant Care
        523 W. Plum Street
        Chesterfield, IN 46017

Bankruptcy Case No.: 10-14728

Chapter 11 Petition Date: September 29, 2010

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

Judge: James K. Coachys

Debtor's Counsel: Eric C. Redman, Esq.
                  REDMAN LUDWIG PC
                  151 N. Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  E-mail: ksmith@redmanludwig.com

Scheduled Assets: $214,221

Scheduled Debts: $1,079,995

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14728.pdf

The petition was signed by Jayleen Roberts, president.


COLOWYO COAL: S&P Affirms 'BB-' Rating on $92.8 Mil. Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Colowyo Coal Funding Corp.'s $92.8 million 9.56% amortizing bonds
due Nov. 15, 2011 (about $17 million outstanding) and $100 million
10.19% amortizing bonds due Nov. 15, 2016 ($100 million
outstanding).  The outlook is negative.


CONCORD CAMERA: Board Approves Liquidation Distribution of Shares
-----------------------------------------------------------------
Concord Camera Corp.'s board of directors approved on September
28, 2010, a liquidating distribution of $0.40 per share to the
shareholders of record at the close of business on May 11, 2009,
in accordance with the previously announced Plan of Dissolution
and Liquidation.

In accordance with the Plan of Liquidation, the Company's stock
transfer books were closed at the close of business on May 11,
2009 and no transfers of its common stock were recorded after that
time.  The Company currently anticipates that payment of the
liquidating distribution will be made in October 2010 and
shareholders of record on the Record Date will receive a
communication from the Company's stock transfer agent in October
2010 regarding the distribution.  The timing and amounts of any
future distributions, if any, will be determined by the Company's
Board of Directors in accordance with the Plan of Liquidation.
There can be no assurance that there will be any future
distributions.

On April 29, 2010, the Company entered into a Purchase and Release
Agreement with Citigroup Global Markets, Inc., pursuant to which
Citigroup purchased all of the Company's remaining auction rate
securities, having an aggregate par value of $18,950,000, for
$16,202,228 and the Company retained the option to repurchase, on
or before October 28, 2012, any or all of the issues of auction
rate securities purchased by Citigroup under the Purchase
Agreement at the purchase price paid by Citigroup for such
securities.

In June of 2010, the Company exercised its option under the
Purchase Agreement to repurchase auction rate securities, having
an aggregate par value of $8,350,000, for $7,091,222 from
Citigroup and the Company then resold those securities to third
parties realizing a net gain of $493,028.  Under the Purchase
Agreement, the Company continues to hold the option to repurchase
any or all of the issues of the remaining auction rate securities
sold to Citigroup, having an aggregate par value of $10,600,000
and an aggregate purchase price of $9,111,006, until October 28,
2012.

                     About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


DELPHI FINANCIAL: S&P Gives Stable Outlook, Affirms 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Delphi Financial Group Inc. and its insurance operating
subsidiaries, Reliance Standard Life Insurance Co. and First
Reliance Standard Life Insurance Co., and Safety National Casualty
Corp., to stable from negative.  At the same time, S&P affirmed
its 'BBB' counterparty credit rating and 'BB+' junior subordinated
debt rating on DFG and S&P's 'A' counterparty credit and financial
strength ratings on RSL and SNCC.

"The counterparty credit rating on DFG and the insurer financial
strength ratings on its subsidiaries reflect the group's
consistently strong operating performance and strong competitive
positions within its chosen niches," said Standard & Poor's credit
analyst Ferris Joanis.  The group's modest scope of market niches,
which limits the potential for profitable growth, and an
investment risk tolerance that is aggressive relative to peers'
somewhat offset these factors.

The revised outlook reflects the company's reduced level of
exposure to higher-risk investments, particularly the alternative
asset classes, and an increased level of capitalization at RSL.
As of March 31, 2010, Delphi's alternative asset holdings
represented only about 4.6% of the company's investment portfolio,
compared with a historical average of about 10%.  Strong operating
results in conjunction with capital relief related to its asset
reallocations during 2009 and the first half of 2010 has helped
return RSL's capitalization to an 'A' level redundancy as measured
by Standard & Poor's capital model.

S&P does note that, although management has reduced the overall
risk level of the company's investment portfolio, the credit risks
level of RSL's bond portfolio continues to be high relative to
peers.  For example, as of March 31, 2010, the proportion of RSL's
fixed-maturity investments in speculative-grade instruments was
15%, compared with industry averages that are typically below 10%.

The stable outlook on the ratings of Delphi and its insurance
subsidiaries reflects S&P's expectation that the group will
maintain its overall strong competitive composition in its chosen
niche businesses and continue to generate strong operating
results.  Capital is expected to remain redundant at the 'A' level
or higher over the next two years.  S&P expects Delphi's financial
leverage to remain less than 35%, and generally accepted
accounting principles and statutory coverage should remain higher
than 5x and 2x, respectively.  S&P would likely lower the ratings
if earnings and capitalization fall below S&P's expectations.  S&P
does not foresee any positive movement in the ratings over the
next two years.


DISTANCE LEARNING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Distance Learning Systems Indiana, Inc.
        107 North State Road 135, Suite 302
        Greenwood, IN 46142

Bankruptcy Case No.: 10-14617

Chapter 11 Petition Date: September 28, 2010

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

Judge: James K. Coachys

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  HOSTETLER & KOWALIK, P.C.
                  101 W. Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  E-mail: glh@hostetler-kowalik.com

Scheduled Assets: $2,175,511

Scheduled Debts: $3,882,125

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14617.pdf

The petition was signed by Derrick K. Christy, CFO.


DR. RICHARD WOLFSON: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dr. Richard Craig Wolfson
        4929 E. Villa Rita Drive
        Scottsdale, AZ 85254
        Tel: (602) 493-2326

Bankruptcy Case No.: 10-31440

Chapter 11 Petition Date: September 29, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Tracy S. Essig, Esq.
                  LAW OFFICE OF TRACY S. ESSIG
                  3509 E. Shea Boulevard, Suite 117
                  Phoenix, AZ 85028
                  Tel: (602) 493-2326
                  Fax: (602) 482-3164
                  E-mail: tracyessiglaw@cox.net

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

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Nick Lees                             --                        --


DRYSHIPS INC: Unit Gets American Exploration Company Award
----------------------------------------------------------
DryShips Inc. said that its fully-owned subsidiary Ocean Rig UDW
Inc. has received a Letter of Award from an American exploration
company for a four well contract for exploration drilling offshore
West Africa for a period of about 300 days, commencing in the
first or second quarter of 2011.  The contract value is
approximately USD 135 million.  The contract is subject to final
documentation.

Mr. George Economou, Chairman and CEO of DryShips Inc. and interim
CEO of Ocean Rig UDW Inc., said: "We are pleased to secure
employment for one of our first two drillships that will be
delivered from Samsung during the first quarter 2011.  This will
serve as a catalyst to securing bank financing on preferred terms.
We continue to see strong interest for our state of the art sixth
generation drillships operated by our experienced ultra-deepwater
operator Ocean Rig."

                       About DryShips Inc.

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

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

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
Management expects that the lenders will not demand payment of the
loans before their maturity, provided that the Company pays loan
installments and accumulated or accrued interest as they fall due
under the existing credit facilities.  Management plans to settle
the loan interest and scheduled loan repayments with cash
generated from operations.  As of June 30, 2010, the Company's
theoretical exposure (current portion of long-term debt less cash
and cash equivalents less restricted cash) amounted to
$761.4 million.

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


ELAN CORP: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating and its 'B' issue-level rating on Ireland-
based Elan Corp. PLC.  At the same time, S&P revised its rating
outlook to stable from positive.

"The outlook revision reflects financial underperformance relative
to S&P's expectations when S&P revised the outlook to positive in
September 2009," said Standard & Poor's credit analyst Michael
Berrien, "including delayed free operating cash flow generation
and slower-than-anticipated growth in the company's main product,
Tysabri."  The outlook revision also reflects governance-related
issues following the departure of three members of the board of
directors over the past six months, during periods of business
challenges.


ELAINE WISBY: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Elaine J. Wisby Revocable Living Trust
        1136 Delaplain Road
        Georgetown, KY 40324

Bankruptcy Case No.: 10-53073

Chapter 11 Petition Date: September 28, 2010

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

Judge: Tracey N. Wise

Debtor's Counsel: Fred E. Fugazzi, Jr., Esq.
                  333 W. Vine Street, #1700
                  Lexington, KY 40507
                  Tel: (859) 252-2202
                  E-mail: bfugazzi@bowlesrice.com

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

Estimated Debts: $500,001 to $1,000,000

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-53073.pdf

The petition was signed by Mary Scarbrough, trustee.


EMMIS COMMS: Alden Media to Terminate Securities & Purchase Deal
----------------------------------------------------------------
Emmis Communications Corporation, JS Acquisition LLC, and JS
Acquisition Inc. entered on May 25, 2010, into an Agreement and
Plan of Merger, pursuant to which, upon the successful completion
of JS Acquisition's offer to purchase all of the outstanding
shares of Class A Common Stock, par value $0.01 per share, of
Emmis, JS Acquisition would merge with and into Emmis.

Among the conditions to the Merger Agreement was that JS
Acquisition have purchased Class A Shares pursuant to the Offer
and 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 at 8:30 am, local time, at One Emmis Plaza, 40 Monument
Circle, Indianapolis, Indiana 46204, and the required vote of
Emmis shareholders was not obtained.  Accordingly, the required
vote was not obtained prior to the expiration of the Offer, and as
a result, since the condition was not satisfied, the Offer was
terminated.  No Class A Shares were accepted for payment, and the
depositary for the Class A Shares was instructed to return all
Class A Shares tendered into the Offer to the tendering
shareholders, without any action required on the part of the
shareholders.

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 Mr. 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, was
automatically terminated pursuant to Section 5.3 thereof.

Pursuant to Section 10.01(b)(i) of the Merger Agreement, the
Merger Agreement may be terminated and the Offer and the Merger
may be abandoned at any time by JS Parent prior to the effective
time of the Merger if the date on which the Class A Shares are
first accepted for payment shall not have occurred on or before
September 24, 2010.

A full-text copy of the Letter of Termination is available for
free at http://ResearchArchives.com/t/s?6bfd

                           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.


ENCORIUM GROUP: Extends Expiration of Pending Rights Offering
-------------------------------------------------------------
Encorium Group, Inc. has extended the expiration date for its
pending rights offering from September 30, 2010 to October 15,
2010.  The subscription rights may now be exercised at any time
prior to 5:00 p.m. ET on Friday, October 15, 2010.

As of September 30, 2010 Encorium stockholders have exercised
rights to purchase Common Stock of the Company for an aggregate
subscription price of approximately $2,898,240, consisting of the
exercise of basic rights to purchase Common Stock of the Company
for an aggregate subscription price of approximately $1,621,144.00
and the exercise of oversubscription rights to purchase Common
Stock of the Company for an aggregate subscription price of
approximately $1,277,096.  As previously announced, included in
the subscription is the exercise of approximately $1,776,250 of
subscription rights by Ilari Koskelo for which Mr. Koskelo and the
Company have agreed to cancel the promissory notes outstanding in
favor of Mr. Koskelo, in lieu of cash consideration.

Encorium's Chief Executive Officer, Dr. Kai Lindevall, said, "I am
pleased at the participation in this rights offering. By extending
the offering, we are giving Encorium's stockholders a further
opportunity to subscribe and support the future growth of the
Company and its efforts to meet the stockholders' equity
requirements to remain listed on Nasdaq."

                     About the Rights Offering

Under the rights offering, each stockholder of record as of August
11, 2010 has received, at no charge, one non-transferable
subscription right for each share of the Company's common stock
owned on August 11, 2010.  In addition, a holder one of the
Company's warrants had received rights on a substantially similar
basis.  Each right entitles the holder to purchase one share of
the Company's common stock at the subscription price of $1.75 per
share, which is referred to as the basic subscription right.  If a
holder fully exercises all of its basic subscription rights, and
other holders do not fully exercise their basic subscription
rights, such holder will be entitled to exercise an
oversubscription privilege to purchase a portion of the
unsubscribed shares at the same price of $1.75 per share, subject
to proration and subject, further, to reduction under certain
circumstances.

Assuming full participation in the rights offering, Encorium
estimates that the net proceeds from the offering would be
approximately $5.9 million, which includes the conversion of the
promissory notes. Encorium intends to use the proceeds to repay
outstanding indebtedness and to support working capital.

Rights offering materials, including a Prospectus and other items
necessary to exercise the rights, were mailed on or about August
25, 2010 to eligible stockholders.  The Prospectus contains
important information about the rights offering, and stockholders
are urged to read the Prospectus carefully.  Any questions about
the rights offering may be directed to Alliance Advisors, LLC, our
information agent for the rights offering, at 866-458-9858.

                          NASDAQ Listing

The Company is currently listed on The NASDAQ Capital Market. On
August 25, 2009, the Company received a letter from The NASDAQ
Stock Market notifying the Company that, based on its Form 10-Q
for the period ended June 30, 2009, the Company's stockholders'
equity did not comply with the minimum $2.5 million stockholders'
equity requirement for continued listing on The NASDAQ Capital
Market.  As provided in the NASDAQ Marketplace Rules, the Company
submitted to NASDAQ a plan and timeline to achieve and sustain
compliance.  NASDAQ granted the Company an extension until
December 8, 2009 to comply and notified Company that, if at the
time of its periodic report for the year ending December 31, 2009,
the Company did not evidence compliance; the Company's common
stock may be subject to delisting.  As of December 31, 2009 the
stockholders' equity of the Company was $2.3 million, which failed
to meet the $2.5 million minimum stockholders equity requirement.
The Company received a delisting action on April 22, 2010 from the
NASDAQ Stock Market notifying the Company of its failure to comply
with the requirement.  In accordance with the terms of the Market
Place Rules, the Company requested a hearing before the NASDAQ
Listing Qualifications Panel.  The Company met with the NASDAQ
Listing Qualifications Panel on June 10, 2010 and presented its
plan of compliance which was substantially based on its
acquisition of Progenitor and the successful completion of the
rights offering pursuant to this Prospectus.  On July 9, 2010 the
Listing Qualifications Panel granted the Company's request for
continued listing, subject to certain conditions, including that
on or before October 19, 2010, the Company must disclose the
closing of the rights offering and the resulting stockholders'
equity which must be at least $2.5 million and provided that the
Company is able to demonstrate compliance with all other
requirements for continued listing on The Nasdaq Capital Market.
If the rights offering is not fully subscribed, the Company may
not be able to meet the $2.5 million stockholders equity
requirement and the Company's stock will be delisted from the
Nasdaq Capital Market.

In the event the Company's stock is ultimately delisted, the
Company anticipates that its common stock would be eligible to
trade on the OTC Bulletin Board or in the "Pink Sheets."  However,
securities may become eligible for such trading only if a market
maker makes application to register and quote the security in
accordance with SEC Rule 15c2-11, and such application is cleared.
Only a market maker may file such application.

                      About Encorium Group

Wayne, Pa.-based Encorium Group, Inc. (Nasdaq: ENCO) is a clinical
research organization that engages in the design and management of
complex clinical trials for the pharmaceutical and biotechnology
industries.

                            *     *     *

As reported in the Troubled Company Reporter on April 23, 2010,
Deloitte and Touche, LLP, in Philadelphia, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's 2009 financial
statements.  The independent auditors noted that of the
Company's recurring losses from operations, current available
cash, and anticipated level of capital requirements.


ESCALON MEDICAL: Delays Filing of Form 10-K for Fiscal 2010
-----------------------------------------------------------
Escalon Medical Corp. says the filing of its annual report for the
fiscal year ended June 30, 2010, will be delayed.  The Company
says that it needs additional time to ensure the disclosure
related to discontinued operations is complete.  As was the case
in the Form 10-K for the fiscal year ended June 30, 2009, the
Company's Form 10-K for fiscal year ended June 30, 2010, will
include an explanatory paragraph from the Company's independent
registered public accounting firm expressing substantial doubt
about the Company's ability to continue as a going concern.

The Company does not anticipate any significant change in results
of operations from the corresponding period for the last fiscal
year.

                      About Escalon Medical

Escalon Medical Corp. (Nasdaq Capital Market: ESMC)
-- http://www.escalonmed.com/-- develops, markets and distributes
ophthalmic diagnostic, surgical and pharmaceutical products.  Drew
Scientific, which operates as a separate business unit, provides
instrumentation and consumables for the diagnosis and monitoring
of medical disorders in the areas of diabetes, cardiovascular
diseases and hematology, as well as veterinary hematology and
blood chemistry.  The Company has headquarters in Wayne,
Pennsylvania, and operations in Long Island, New York, New Berlin,
Wisconsin, Lawrence, Massachusetts, Dallas, Texas, Waterbury,
Connecticut, Miami, Florida, Barrow-in-Furness, U.K. and Le Rheu,
France.

The Company's balance sheet as of March 31, 2010, showed
$23.4 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $10.5 million.

                          *     *     *

Mayer Hoffman McCann P.C., in Plymouth Meeting, Pennsylvania,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its results for the fiscal
year ended June 30, 2009.  The independent auditors noted that the
Company has incurred recurring operating losses and negative cash
flows from operating activities and the debt payments related to
the Biocode acquisition are scheduled to commence within the next
three months.


EWALD SCHUTZ: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ewald Robert Schutz
        1718 Abbot Kinney Blvd
        Venice, CA 90291

Bankruptcy Case No.: 10-52111

Chapter 11 Petition Date: September 30, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Leonard Pena, Esq.
                  PEĽA & SOMA, APC
                  555 W Fifth St., 31st Floor
                  Los Angeles, CA 90013
                  Tel: (213) 996-8336
                  E-mail: lpena@penalaw.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-52111.pdf


EZRI NAMVAR: Partner Pleads Not Guilty in $23 Million Fraud Case
----------------------------------------------------------------
The business partner of Los Angeles real estate tycoon Ezri Namvar
has denied charges that he was involved in a scheme to shift $23
million in client funds to pay off creditors of another bankrupt
company controlled by Namvar, Bankruptcy Law360 reports.

According to Law360, Hamid Tabatabai was arraigned and pled not
guilty at a hearing Tuesday in the U.S. District Court for the
Central District of California..

Ezri Namvar, Chairman, CEO, is founder and principal shareholder
of Namco Capital Group, Inc., a privately held holding company for
companies engaged in real estate investments and financial
services.  Creditors with $7.7 million in claims filed involuntary
Chapter 11 petitions on December 22, 2008, against Mr. Namvar and
Namco Capital (Bankr. C.D. Calif. Case No. 08-32349, and 08-
32333).


FERTINITRO FINANCE: Fitch Maintains 'CCC' Rating on Secured Bonds
-----------------------------------------------------------------
Fitch Ratings maintains FertiNitro Finance Inc.'s US$250 million
8.29% secured bonds due 2020 at 'CCC' on Rating Watch Negative.
Fitch expects rating pressure to remain through 2011, when the
project reaches its maximum annual debt service requirement.  The
subsequent decline in debt service coincides with the maturity of
bank debt separate from the secured bonds.

The rating action reflects FertiNitro's payment on Sept. 28 of
$40.3 million in semi-annual debt service.  The timely payment
(due Oct. 1) prevents further decline to FertiNitro's rating.
Overall, FertiNitro continues to make progress since Fitch's last
review in March 2010 with improved operational performance,
resulting in positive cash flow and a debt service coverage ratio
of 1.98 times.  As another indication of FertiNitro's improved
financial position, it is expected to deposit over $36 million to
the debt service reserve fund after the October debt payment.

Continued execution of the capital investment plan appears to be
stabilizing plant operating performance with fewer forced outages
compared to recent years.  As of August 2010, the number of forced
outages was 15.39 days for the urea plant and 7.47 days for the
ammonia plant, compared to total 2009 outages of 43 days (urea)
and 27.5 days (ammonia).

The Rating Watch Negative status remains as there are near-term
pressures that could adversely affect cash flow including whether
management remains committed to capital investments, ability to
pay for fuel supply on an accelerated basis, and possible
fluctuations in global prices.

While FertiNitro originally planned to implement a nearly
$20 million capital plan in 2010, it has executed about
$11.5 million and is committed to an additional $6 million to be
spent by the end of 2010.  The reduced 2010 total of $17.5 million
is due to overestimation of some capital investments and
reassessment of system needs.  FertiNitro has already acquired
spare critical parts to mitigate forced outages and installed a
new boiler among other improvements to increase efficiency.  Fitch
will monitor FertiNitro's continued implementation of its capital
plan (including the planned 30-day outage in October) and the
impact on plant operating performance.

Fitch has been concerned by the adequacy and reliability of gas
supply by PDVSA as well as FertiNitro's ability to pay its fuel
obligations.  Based upon discussions with FertiNitro, by mid-
October PDVSA will improve gas delivery with new pipelines for
greater capacity and more efficient fuel delivery.  While
FertiNitro benefits from the ability to pay for gas up to 180 days
after delivery, its arrangement with PDVSA will revert to payment
after 30 days delivery in January 2011.  Fitch will monitor
FertiNitro's ability to maintain adequate cash flow to meet its
fuel payment obligations.

As urea makes up 80% of project revenues, Fitch is concerned that
the average urea price through August 2010 of $219.46 per metric
ton is lower than the average price in 2009 of $223/MT.  The lower
price has resulted in revenues below management's budget
projection.  However, FertiNitro benefited from both increased
demand and prices for ammonia, which average $314/MT through
August 2010 compared to the 2009 average of $216/MT.

Fitch will monitor these key drivers that could affect
FertiNitro's rating:

  -- Adequate cash flow to make the next debt service payment due
     April 2011;

  -- Continued improvement in plant production levels and
     minimization of forced outages;

  -- Trend in urea and ammonia prices;

  -- Domestic sales trend in relation to management's budget; and

  -- Impact of additional government intervention.

                             Security

Offshore accounts, project agreements, some real property and some
real shares in FertiNitro.

                          Project Summary

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  FertiNitro is owned 35%
by a Koch Industries, Inc. subsidiary, 35% by Pequiven, 20% by a
Snamprogetti S.p.A. subsidiary, and 10% by a Cerveceria Polar,
C.A. subsidiary.


FORTUNE INDUSTRIES: Posts $1.42 Million Net Income for FY 2010
--------------------------------------------------------------
Fortune Industries filed its annual report on Form 10-K for the
period ended June 30, 2010, reporting $29.34 million in total
assets, $9.73 million in total liabilities, and stockholders'
equity of $19.61 million.

The Company reported net income of $1.42 million on $60.69 million
of total revenues for the year ended June 30, 2010, compared with
net income on $1.38 million on $72.91 million of total revenues
for the tenth month ended June 30, 2009.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?6bec

                    No More Going Concern Doubt

Somerset CPAs, P.C., in Indianapolis, Indiana, expressed
substantial doubt about Fortune Industries, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal periods ended June 30, 2009, Aug. 31, 2008,
and 2007.  The auditor noted that the Company has had recurring
losses from operations and has a net capital deficiency.

The report of Somerset CPAs for the fiscal 2010 results did not
contain a going concern qualification.

                   About Fortune Industries

Fortune Industries, Inc., is a holding company of providers of
full service human resources outsourcing services through co-
employment relationships with their clients.


FREECREST INVESTMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Freecrest Investments, LLC
        21342 Timbercreek Court
        Shorewood, IL 60404

Bankruptcy Case No.: 10-43501

Chapter 11 Petition Date: September 29, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Chris D. Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave.
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  E-mail: rouskey-baldacci@sbcglobal.net

Scheduled Assets: $7,456,200

Scheduled Debts: $4,640,454

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Donald Kinsella           Personal loan to       $40,000
21342 Timbercreek Court   business
Shorewood, IL 60404

The petition was signed by Donald J. Kinsella, manager.


FX REAL: Signs Stock Subscription Agreements with Directors
-----------------------------------------------------------
FX Real Estate and Entertainment Inc. entered on Sept. 27, 2010,
into subscription agreements with certain of its directors,
executive officers and greater than 10% stockholders and other
accredited investors, pursuant to which the Purchasers purchased
from the Company an aggregate of 300 units at a purchase price of
$1,000 per Unit.

Each Unit consists of (x) one share of the Company's Series B
Convertible Preferred Stock, $0.01 par value per share, and (y) a
warrant to purchase up to 11,389.52 shares of the Company's common
stock at an exercise price of $0.2634 per share.  The Warrants are
exercisable for a period of 5 years.  The Company generated
aggregate proceeds of $300,000 from the sale of the Units pursuant
to the Subscription Agreements.  The Company intends to use the
proceeds to fund working capital requirements and for general
corporate purposes.

Pursuant to the Subscription Agreements, the Company sold a total
of 300 Units in a private placement, all of which were sold to its
following directors, executive officers and greater than 10%
stockholders:

  * Laura Baudo Sillerman, the spouse of Robert F.X. Sillerman,
    the Company's Chairman and Chief Executive Officer, purchased
    100 Units.

  * Paul C. Kanavos, the Company's President, and his spouse,
    Dayssi Olarte de Kanavos, purchased 100 Units.

  * TTERB Living Trust, an affiliate of Brett Torino, a greater
    than 10% stockholder of the Company, purchased 100 Units.

These sales of securities were made in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act
for transactions by an issuer not involving a public offering.

                       About FX Real Estate

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

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

                           *     *     *

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

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


GAMETCH INT'L: Gets NASDAQ Notice for Delay Filing of Form 10-Q
---------------------------------------------------------------
GameTech International Inc. received a letter from the NASDAQ
Stock Market stating that GameTech did not timely file its
Quarterly Report on Form 10-Q for the period ended August 1, 2010
with the Securities and Exchange Commission.  As a result,
GameTech is not in compliance with the continued listing
requirements under NASDAQ Listing Rule 5250(c)(1).  The
notification of noncompliance has no immediate effect on the
listing or trading of GameTech's common stock on the NASDAQ Global
Market.

As previously reported by GameTech on September 16, 2010, filing
of its quarterly report has been delayed primarily due to the
efforts required to complete its assessment of an expected non-
cash impairment of goodwill and long-lived assets relating to its
bingo reporting unit and an expected non-cash impairment of
intangible and other long-lived assets relating to its VLT/Slot
reporting unit.  GameTech intends to file its quarterly report as
soon as practicable upon completion of its assessment.

Pursuant to the NASDAQ Listing Standards, GameTech has 60 calendar
days from the date of the notice to submit a plan to regain
compliance, and if NASDAQ accepts GameTech's plan, it can grant an
exception of up to 180 calendar days from the quarterly report's
due date, or until March 21, 2011, to regain compliance.

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


GELTECH SOLUTIONS: Salberg & Company Raises Going Concern Doubt
---------------------------------------------------------------
GelTech Solutions, Inc., filed on September 28, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss and net cash used in operating activities in 2010
of $3.5 million and $2.6 million, respectively, and has an
accumulated deficit, a stockholders' deficit and working capital
deficit of $9.6 million, $1.1 million, and $1.7 million,
respectively, at June 30, 2010.

The Company reported a net loss of $3.5 million on $566,240 of
revenue for fiscal 2010, compared to a net loss of $2.8 million on
$334,364 of revenue for fiscal 2009.

The Company's balance sheet at June 30, 2010, showed $1.5 million
in total assets, $2.6 million in total liabilities, and a
stockholders' deficit of $1.1 million.

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

               http://researcharchives.com/t/s?6be8

                  About GelTech Solutions, Inc.

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.


GENCORP INC: Earns $2.8 Million in Q3 Ended August 31
-----------------------------------------------------
GenCorp Inc. reported results for the third quarter of 2010.  Net
income for the third quarter ended August 31, 2010, was
$2.8 million compared to net income of $10.3 million for the third
quarter of 2009.

The Company's balance sheet at Aug. 31, 2010, showed
$981.8 million in total assets, $1.21 billion in total
liabilities, and a stockholders' deficit of $230.2 million.

As of August 31, 2010, the Company had $202.0 million in net debt.

"Our results for the third quarter of 2010 demonstrated continued
improvement in our core operating results," said Scott J. Seymour,
GenCorp Inc.  President and CEO, and President, Aerojet - General
Corporation.  "We continue to focus on delivering excellent
program performance, driving strong financial performance, and
creating long-term value for our shareholders."

As of December 1, 2009, the Company adopted a new accounting
standard which applies to convertible debt securities that, upon
conversion, may be settled by the issuer fully or partially in
cash.  The guidance is effective for fiscal years beginning after
December 15, 2008, and is to be applied retrospectively to all
past periods presented-even if the instrument has matured,
converted, or otherwise been extinguished as of the effective date
of this guidance.  The Company's adoption of this guidance affects
its 2 1/4 Convertible Subordinated Debentures.

Accordingly, during the third quarter and first nine months of
2010, interest expense includes $1.6 million and $5.5 million,
respectively, of non-cash debt discount amortization.
Additionally, during the third quarter and first nine months of
2009 interest expense includes $1.9 million and $5.7 million,
respectively, of non-cash debt discount amortization.

As of August 31, 2010, the borrowing limit under the revolving
credit facility was $65.0 million with all of it available.  Also,
as of August 31, 2010, the Company had $69.1 million outstanding
letters of credit under the $100.0 million letter of credit
subfacility and had permanently reduced the amount of its term
loan subfacility to the $51.2 million outstanding.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6bfc

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s Corporate Family Rating to B2 from B3 and Probability of
Default ratings to B2 from Caa1.  In addition, the senior secured
credit facilities were upgraded to Ba2 from Ba3, as well as the
convertible subordinated notes to Caa1 from Caa2.  The 9-1/2%
senior subordinated notes were confirmed at B1.

On January 22, 2010, Standard & Poor's Ratings Services raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.


GEORGE GIANNAKAKIS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: George V. Giannakakis
               Fotini Giannakakis
               36409 Tara Court
               Ingleside, IL 60041

Bankruptcy Case No.: 10-43388

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Joel A. Schechter, Esq.
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd., Suite 1522
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.net

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-43388.pdf


GEORGE MICHAEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George S. Michael
        1955 Shore Acres Road
        Lake Bluff, IL 60044

Bankruptcy Case No.: 10-43637

Chapter 11 Petition Date: September 29, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Abraham Brustein, Esq.
                  Julia Jensen Smolka, Esq.
                  DIMONTE & LIZAK, LLC
                  216 West Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext. 221
                       (847) 698-9600 Ext. 231
                  Fax: (847) 698-9623
                  E-mail: abrustein@dimonteandlizak.com
                          jjensen@dimonteandlizak.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-43637.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&G Properties                        09-37463            10/08/09


GRAHAM PACKAGING: Completes $568-Mil. Purchase of Liquid Container
------------------------------------------------------------------
Graham Packaging Company Inc. said that its subsidiaries, Graham
Packaging GP Acquisition LLC, and Graham Packaging LP Acquisition
LLC, have completed the acquisition of Liquid Container, L.P., and
its subsidiaries for $568.0 million.

In conjunction with the closing of the acquisition, Graham entered
into a new $913.0 million aggregate principal amount term loan
facility under its existing senior secured credit agreement and
completed its offering of $250.0 million senior unsecured notes.
Approximately $563.0 million of the proceeds from the Term Loan D,
along with cash on hand, were used to refinance in full the
existing term loan B facility under its senior secured credit
agreement.  A portion of the remaining proceeds from the Term Loan
D and the proceeds from the new notes were used to finance the
acquisition of Liquid Container and pay related fees and expenses.
The Term Loan D bears an interest rate of LIBOR plus 425 basis
points, with a LIBOR floor of 1.75%, and matures in September
2016.  The senior unsecured notes bear a coupon of 8.25% and
mature in October 2018.

"We are pleased to have completed the acquisition of Liquid
Container and related financings in a timely manner," said Mark
Burgess, CEO of Graham Packaging.  "We are now focused on the
integration of Liquid and are excited about unlocking the
opportunities to grow both the top and bottom lines of our
combined businesses.  Additionally, the refinancing of our Term
Loan B to 2016 leaves no meaningful debt maturities until 2014."

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Company's balance sheet for June 30, 2010, showed
$2.09 billion in total assets, $368.26 million total current
liabilities, $2.20 billion in long term debt, $17.57 million in
deferred income taxes, $91.73 million in other non-current
liabilities, and a stockholders' deficit of $586.82 million.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GREEN EARTH: Friedman LLP Raises Going Concern Doubt
----------------------------------------------------
Green Earth Technologies, Inc., filed on September 28, 2010, its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's losses, negative
cash flows from operations and its limited ability to pay its
outstanding liabilities through 2011.

The Company reported a net loss of $12.9 million on $2.4 million
of revenue for fiscal 2010, compared to a net loss of
$15.3 million on $3.8 million of revenue for fiscal 2009.

At June 30, 2010, the Company had $1.4 million in cash and an
accumulated deficit of $45.2 million.  As June 30, 2010 the
Company had working capital of $371,00, compared to a working
capital deficiency of $2.4 million as of June 30, 2009.

The Company's balance sheet at June 30, 2010, showed $5.5 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.1 million.

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

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

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes an
array of branded, environmentally-friendly, bio-based performance
and cleaning products to the automotive, outdoor power equipment
and marine markets.


GROUP 1: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and
Probability of Default ratings for Group 1 Automotive, Inc., and
changed the outlook to stable from negative.  Moody's also
assigned ratings to Group 1's multi-seniority shelf registration.

                         Rating Rationale

The change in outlook to stable from negative recognizes Group 1's
improved debt protection measures resulting from continued
operating discipline and an overall upswing in the auto retailing
segment.  "Group 1 has done a nice job continuing to remain
disciplined with its operating strategy in what remains a
difficult macroeconomic environment, with the result that the risk
of deterioration in its credit profile has diminished
significantly," stated Moody's Senior Analyst Charlie O'Shea.
"Moody's feels that there is now a reasonable level of cushion at
the B1 rating level for Group 1."

The B1 rating considers Group 1's weak, though improving, credit
metrics, as well as its strong market position in the still very
fragmented auto retailing segment.  The rating also considers
Group 1's historically-favorable brand mix, with approximately 83%
of new vehicle sales coming from luxury and import brands, and its
operating profit trend away from new vehicle sales.  Group 1's
business model, with solid parts and service and finance and
insurance segments, reduces reliance on new car sales.  Finally,
Group 1 is moderately diverse geographically, with stores in more
than a dozen U.S. states and the United Kingdom.

New ratings assigned:

  -- Senior unsecured shelf at (P)B3 (LGD 5, 87%)
  -- Senior subordinated shelf at (P)B3 (LGD 5, 88%)
  -- Preferred shelf at (P)B3 (LGD 6, 97%)

Ratings affirmed:

  -- Corporate family rating at B1
  -- Probability of default rating at B1

The stable outlook anticipates that Group 1 will continue to
maintain solid credit metrics that position the company
comfortably at the B1 rating level, and that metrics will neither
materially improve nor deteriorate over the next year.

Ratings could be upgraded if Group 1 can reduce leverage such that
debt/EBITDA was sustained below 5 times.  Qualitatively, an
upgrade would also depend on the state of the overall
macroeconomic factors that drive the auto retail segment, and the
flexibility with which Group 1 is able to maneuver its various
operating segments during periods of stress.

Ratings could be downgraded if improvements in Group 1's operating
performance were to stall, or if it is otherwise unable to improve
its credit metrics over the near term.  Quantitatively, if
debt/EBITDA were sustained above 5.75 times, ratings could be
downgraded.

The last rating action for Group 1 was on March 20, 2009 when the
Corporate Family and Probability of Default ratings were
downgraded to B1 from Ba3, the Senior Subordinated Notes were
downgraded to B3 (LGD5, 87%) from B2 (LGD5, 84%), the Senior
Unsecured Shelf was downgraded to (P)B3 (LGD5, 84%) from (P)B1
(LGD5, 79%), the Senior Subordinated Shelf was downgraded to (P)B3
(LGD5, 87%) from (P)B2 (LGD5, 84%), the Preferred Shelf was
downgraded to (P)B3 (LGD 6, 97%) from (P)B2 (LGD6, 97%), and a
negative outlook was assigned.


HAROLD MCCAFFREY: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Harold McCaffrey
               Sandra Lee McCaffrey
               1331 S. Wolfe Road #68
               Sunnyvale, CA 94087

Bankruptcy Case No.: 10-60196

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: John G. Downing, Esq.
                  LAW OFFICES OF JOHN G. DOWNING
                  2021 The Alameda #295
                  San Jose, CA 95126
                  Tel: (408) 247-4715
                  E-mail: john@downinglaw.com

Scheduled Assets: $1,227,524

Scheduled Debts: $1,637,500

A list of the Joint Debtors' 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60196.pdf


HAWKER BEECHCRAFT: Nigel Wright to Resign as Director
-----------------------------------------------------
Nigel S. Wright, director of Hawker Beechcraft, Inc., the owner of
Hawker Beechcraft Acquisition Company, informed the Company on
September 24, 2010, that he has decided to resign from his
position as a director of Hawker Beechcraft, Inc., during the
month of October, 2010.  His resignation is not the result of a
disagreement with the Company; the Company expects a replacement
to be appointed in connection with his resignation.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a manufacturer of business jets, turboprops
and piston aircraft for corporations, governments and individuals
worldwide.

Hawker Beechcraft Acquisition Company LLC reported a net loss of
$63.4 million on $568.2 million of total sales for the three
months ended March 28, 2010, compared with net income of $53.1
million on $537.6 million of sales for the three months ended
March 29, 2009.  The Company's balance sheet at March 28, 2010,
showed $3.41 billion in total assets, $3.36 billion in total
liabilities, and stockholders' equity of $56.5 million.


HEALTHCARE PARTNERS: S&P Lifts Counterparty Credit Rating From BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit rating on HealthCare Partners LLC to 'BBB-' from 'BB+'.  At
the same time, S&P affirmed its 'BBB-' senior secured rating on
the company's outstanding debt, and S&P withdrew the '2' recovery
rating because S&P does not assign recovery ratings on investment-
grade debt issuances.  The outlook is stable.

"The upgrade reflects HCP's growing market scale, improving
financial profile, and strengthening competitive position," said
Standard & Poor's credit analyst Joe Marinucci.  Operating
performance continues to benefit from effective care-management
initiatives, partly as a result of the company's successful
rollout of its electronic medical records project.

"In addition, HCP's generally well-managed acquisition and
integration track record has meaningfully increased the company's
scale and has diversified its business profile," said Mr.
Marinucci.  HCP has strengthened its balance sheet by sustaining
growth in liquidity and equity (primarily because of the net
retention of earnings) as well as by reducing the amount of
outstanding debt.

The outlook is stable, reflecting S&P's view that it is unlikely
S&P will change the rating in the next 12 to 24 months.  However,
S&P could lower the rating if the company announces a significant
deal or materially alters its capital structure in a way that
increases debt and decreases equity.

S&P expects that HCP's revenue will total $2.1 billion to
$2.3 billion at both year-end 2010 and 2011 and that the company
will serve more than 625,000 delegated managed-care members.  If
HCP meets S&P's earnings expectations, its pretax income would
exceed 10%.  Over the intermediate term, adjusted debt to EBITDA
and adjusted EBITDA interest coverage will likely be 0.5x to 1.5x
and significantly in excess of 10x, respectively.  S&P would
consider these financial leverage and coverage metrics
conservative for the rating category.


HEALTHSOUTH CORP: Inks Underwriting Deal with Citigroup Global
--------------------------------------------------------------
HealthSouth Corporation and certain of its subsidiaries, as
guarantors, entered on Sept. 28, 2010, into an underwriting
agreement with Citigroup Global Markets Inc., Banc of America
Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co., and
Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters named therein.

Pursuant to the underwriting agreement, the Company agreed to
issue and sell to the Underwriters, and the Underwriters have
agreed to purchase for resale to the public, $275 million in
aggregate principal amount of the Company's 7.250% Senior Notes
due October 1, 2018, at a public offering price of 100% of the
principal amount, and $250 million in aggregate principal amount
of the Company's 7.750% Senior Notes due September 15, 2022, at a
public offering price of 100% of the principal amount.

The Notes are expected to be issued on October 7, 2010.  The
Notes will be senior unsecured obligations of the Company and will
be jointly and severally guaranteed on a senior unsecured basis
by all of its existing and future subsidiaries that guarantee
borrowings under the Company's credit agreement and other capital
markets debt.

The Company intends to use the net proceeds from the Notes
offering to repay a portion of the amounts outstanding under the
term loans under its existing credit agreement.  The Company also
intends to use a portion of its cash and cash equivalents to repay
a portion of the remaining amount outstanding under the term
loans after the application of the use of proceeds of the Notes
offering.  The Notes offering is conditioned upon customary
closing conditions.

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

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at June 30, 2010, showed $1.7 billion
in total assets, $2.1 billion in total liabilities, and
a shareholders' deficit of $817.3 million.

HealthSouth continues to carry a 'B2' corporate family rating with
"stable" outlook, from Moody's.  It has 'B' foreign and local
issuer credit ratings, with "positive" outlook, from Standard &
Poor's.


HENRY RIDAD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Henry Lacerona Ridad
               Eloisa Varilla Ridad
               3001 Canada Blvd.
               Glendale, CA 91208

Bankruptcy Case No.: 10-52061

Chapter 11 Petition Date: September 30, 2010

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

Judge: Peter Carroll

Debtor's Counsel: Majid Foroozandeh, Esq.
                  LAW OFFICES OF FOROOZANDEH, APC
                  9891 Irvine Center Dr., Ste. 130
                  Irvine, CA 92618
                  Tel: (949) 336-8505
                  Fax: (208) 485-5959
                  E-mail: majidf@foroozandeh-law.com

Scheduled Assets: $2,648,452

Scheduled Debts: $4,080,880

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-52061.pdf


HOMELAND SECURITY: YA Global Extends Debt Maturity
--------------------------------------------------
Homeland Security Capital Corporation entered on September 23,
2010, into a Debt Maturity Extension Agreement with YA Global
Investments, L.P., as lender, pursuant to which the maturity date
of the following secured term notes:

   * a Note dated March 13, 2008 in the principal amount of
     $6,310,000

   * a Note dated March 13, 2008 in the principal amount of
     $6,750,000;

   * a Note dated March 13, 2008 in the principal amount of
     $878,923;

   * a Note dated November 26, 2008 in the principal amount of
     $178,655; and

   * a Note dated November 28, 2008 in the principal amount of
     $71,345

The Notes have been extended to July 15, 2011, in consideration of
the Company's payment of $500,000 towards accrued interest due
under the First Note.

A full-text copy of the Debt Maturity Extension Agreement is
available for free at http://ResearchArchives.com/t/s?6c00

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

                           *     *     *

The Company's balance sheet at June 30, 2010, showed
$37.47 million on total assets, $38.36 million in total
liabilities, and a stockholders' deficit of $1.01 million.


HOMELAND SECURITY: Posts $2.18 Million Net Income for FY2010
------------------------------------------------------------
Homeland Security Capital Corporation filed its annual report on
Form 10-K for the period ended June 30, 2010, reporting
$37.47 million on total assets, $38.36 million in total
liabilities, and a stockholders' deficit of $1.01 million as of
June 30, 2010.

The Company reported net income of $2.18 million on $97.90 million
of net contract revenues for the year ended June 30, 2010,
compared with a net loss of $9.53 million on $80.84 million of net
contract revenue for the same period a year ago.

The Company said its primary source of financing since its
inception has been through the issuance of equity and debt
securities.  Management recognizes it will be necessary to
continue to generate positive cash flow from operations and have
availability to other sources of capital to continue as a going
concern and has implemented measures to increase profitability on
our operations and reduce certain expenses.

During the course of fiscal year 2011, it remains management's
intention to continue to explore all options available to the
Company, which include among other things, additional
acquisitions, private placements, sale of subsidiaries and
significant expense reductions where ever possible.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?6bed

                        About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.


HOTELS NEVADA: Quarles & Brady Denied 95% of Fees
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quarles & Brady LLP was denied 95% of the almost
$900,000 in fees that the law firm requested for representing a
company whose attempted reorganization in Chapter 11 was converted
to a liquidation in Chapter 7.  U.S. Bankruptcy Judge Bruce A.
Markell in Las Vegas denied most of the fees because he found the
services "did nothing to bring value into the estate."

Hotels Nevada LLC sought Chapter 11 protection in 2009 (Bankr. D.
Nev. Case No. 09-31131) after the company and a controlling
officer were hit with a $141 million arbitration award.  Quarles &
Brady prepared the Chapter 11 petition.

Less than four months after filing, the judge switched the case to
Chapter 7.  In the course of converting the case, Judge Markell
concluded that the Chapter 11 petition hadn't been filed in good
faith.


IMPLANT SCIENCES: Delays Form 10-K Filing for Fiscal 2010
---------------------------------------------------------
Implant Sciences Corporation said it could not timely file its
annual report on Form 10-K for the period ended June 30, 2010,
with the Securities and Exchange Commission.

The Company said it is evaluating whether a non-cash charge to its
income statement is required in connection with certain changes to
the price at which its lender, DMRJ Group LLC, is entitled to
convert certain promissory notes into shares of the Registrant's
common stock.  In conjunction with the deterioration in the
economic environment and the material reduction in the market
value of the Company's publicly traded common stock, the
Registrant has evaluated and tested its goodwill for impairment in
accordance with Accounting Standards Codification ASC 350
"Intangibles - Goodwill and Other."  These analyses and their
implication on the Company's financial statements has caused the
Company to be unable to file, without unreasonable effort and
expense, its Annual Report on Form 10-K for the year ended June
30, 2010, because its audited financial statements for that period
have not been completed.  It is anticipated that the Form 10-K,
along with the audited financial statements, will be filed within
the fifteen-day extension period.

The Company said it anticipates reporting net loss from continuing
operations of approximately $2,723,000 on revenues of about
$3,474,000 for the fiscal year ended June 30, 2010 as compared to
net loss from continuing operations of $13,559,000 on revenues of
approximately $8,737,000 for the fiscal year ended June 30, 2009.
The decrease in net loss from continuing operations is primarily
the result of a $5,000,000 non-cash benefit recorded by the
Registrant in connection with cancellation of the Series E
Convertible Preferred Stock, which had been issued in settlement
of its litigation with Evans Analytical Group, compared to a non-
cash charge of $5,700,000 recorded in connection with its
litigation with Evan Analytical Group in the year ended June 30,
2009, decreased operating expenses of $4,040,000, decreased
payroll and related fringe benefits, partially offset increased
interest expense and a non-cash charge of $348,000 to record the
change in fair value of an embedded derivative related to a
warrant.  The anticipated results do not include potential non-
cash charges related to certain changes to the price at which its
lender, DMRJ Group LLC, is entitled to convert certain promissory
notes into shares of the Registrant's common stock and the
completion of the Company's goodwill impairment evaluation and
testing.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company's balance sheet at March 31, 2010, showed
$6.22 million in total assets and $15.34 million in total
liabilities and $5 million in series E convertible preferred
stock, for a stockholder's deficit of $14.12 million.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009, to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at $7,570,000.


INDUSTRIAL SUPPLY: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Industrial Supply, Inc.
        1250 N. Winchester, Suite F
        Olathe, KS 66061

Bankruptcy Case No.: 10-23386

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.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 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb10-23386.pdf

The petition was signed by Ronald L. Woods, president.


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.


INTEGRATED BIOPHARMA: Default on Notes Payable Cues Going Concern
-----------------------------------------------------------------
Integrated BioPharma, Inc., filed on September 28, 2010, its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

Friedman, LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that he Company has a working capital
deficiency, recurring net losses, has defaulted on its
$7.8 million Notes Payable due on November 15, 2009, and is in the
process of seeking additional capital and renegotiating its Notes
Payable obligation.

The Notes Payable are secured by a pledge of substantially all of
the Company's assets.  On March 19, 2010, the Company received a
payment demand for default interest from one of the holders of the
Notes Payable representing approximately 73% of the outstanding
balance.

As of September 28, 2010, the Company has not repaid the Notes
Payable or the default interest referenced in the Notice.  As of
September 28, the Company has not received any additional demand
of payment notices from the amended Notes Payable holders nor have
the note holders exercised their rights to foreclose on the
pledged collateral.

As of June 30, 2010, the Company is also in technical default of
certain financial covenants under the Securities Purchase
Agreement relating to the Company's tangible net worth
requirements and minimum net capital requirements.  The Company
remains in technical default with respect to the Notes Payable
and, although the Company continues to work with the note holders
to obtain a formal waiver for the default of the covenants, at
this time the Company has not obtained a waiver.

The Company reported a net loss of $5.5 million on $37.0 million
of revenue for fiscal 2010, compared to a net loss of
$18.2 million on $39.4 million of revenue for fiscal 2009.

At June 30, 2010, the Company had cash and cash equivalents of
$648,00 a working capital deficit of $9.7 million, primarily
attributable to the classification of the amended Notes Payable in
the amount of $7.8 million, which matured on November 15, 2009,
the Convertible Note Payable in the amount of $3.6 million (stated
principal amount of $4.5 million), due in February 2011, and an
accumulated deficit of $49,900.

The Company's balance sheet at June 30, 2010, showed $13.8 million
in total assets, $19.5 million in total liabilities, and a
stockholders' deficit of $5.7 million.

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

               http://researcharchives.com/t/s?6be4

                    About Integrated BioPharma

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


INTEGRATED SECURITY: Montgomery Coscia Raises Going Concern Doubt
-----------------------------------------------------------------
Integrated Security Systems, Inc., filed on September 28, 2010,
its annual report on Form 10-K for the fiscal year ended June 30,
2010.

Montgomery Coscia Greilich LLP, in Plano, Tex., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
accumulated losses and limited access to capital.

The Company reported net loss attributable to common stockholders
of $68,507 on $8.2 million of revenue for fiscal 2010, compared
with net income attributable to common stockholders of
$5.5 million on $8.5 million of revenue for fiscal 2009.

The Company's cash position decreased $8,254 during fiscal year
2010.  At June 30, 2010, the Company had $22,690 in cash and cash
equivalents and $80,049 outstanding under its factoring agreement
with Capital Funding Solutions.  The factoring agreement, which is
secured by substantially all of the Company's assets, permits the
Company to borrow up to $1.0 million based on eligible invoices.

The Company's balance sheet at June 30, 2010, showed $3.8 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $1.6 million.

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

               http://researcharchives.com/t/s?6bf0

                    About Integrated Security

Based in Carrollton, Texas, Integrated Security Systems, Inc. (OTC
BB: IZZI.OB) -- designs, develops, distributes and services
security and traffic control products used in the commercial,
industrial and government sectors through its wholly-owned
subsidiary, B&B ARMR Corporation, and a joint venture entity, B&B
Roadway, LLC.

B&B ARMR Corporation designs and markets anti-terrorist crash
rated barriers and other security systems for government,
industrial and business use.

B&B Roadway, LLC, is a joint venture with Causey Lyon Enterprises,
Inc operating in the state and federal road and bridge market.
The Company owns 65% of B&B Roadway, LLC.  Causey Lyon Enterprises
owns the remaining 35%, manages their operations, and manufactures
and distributes all products relating to the road and bridge
industry, including product lines specifically designed for that
market.


INTERTAPE POLYMER: To Appeal Jury Verdict in Inspired Litigation
----------------------------------------------------------------
Intertape Polymer Group Inc. said it intends to appeal the
judgment entered against its subsidiary, Intertape Polymer Corp.,
in the case of Intertape Polymer Corp. v. Inspired Technologies,
Inc. pending in the United States District Court for the Middle
District of Florida.  The case principally involved claims for
breach of contract asserted by both parties.

Yesterday the jury in the case reached a decision that Intertape
had breached certain obligations under agreements between the
parties relating to Intertape's production and supply of products
to ITI.  As part of this decision, the jury concluded that ITI
should be awarded damages based on the decrease in the value of
ITI when it sold its assets, and, on this basis, awarded ITI
damages in the amount of $13,150,000.

The Company is disappointed with the jury's decision.  The Company
firmly believes that ITI's allegations were unfounded, that there
was no competent evidence to justify the amount of the damage
award, and that such damages are unsupportable as a matter of law.

The Company will promptly file an appeal with the 11th Circuit
Court of Appeals and vigorously seek reversal of the judgment.
The execution of the judgment will be stayed during the appeal
process upon posting of an appellate bond.

                 About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,s
where S&P placed them on March 23, 2009.  The outlook is negative.

Moody's Investors Service revised the rating outlook on Intertape
Polymer Group Inc. to negative from stable and affirmed the B2
Corporate Family Rating.  Moody's also affirmed the SGL-3
speculative grade liquidity rating and instrument ratings.


INTERNATIONAL RECTIFIER: S&P Puts B+ Rating on Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on U.S.-based power management
semiconductor manufacturer International Rectifier Corp. on
CreditWatch with positive implications.

"In line with the broad-based industry upturn, IR has experienced
strong year-on-year ongoing sales growth, up 21% for the fiscal
year ended June 2010, and up 65% for the June quarter," said
Standard & Poor's credit analyst Lucy Patricola.  Growth was
strong in most segments with two areas of focus, Power Management
Devices and Energy Saving Products, expanding 101% and 82%,
respectively, year on year in the June quarter.  Profitability has
improved, reflecting restructuring actions and higher than 90%
utilization in the June quarter.  Adjusted EBITDA margin reached
11% in June, nearing pre-downturn levels, although it continues to
lag those of its peers.

"Cash flow measures are still weak," added Ms. Patricola, "with
working capital investments and capital expenditures largely
offsetting funds from operations." Nevertheless, S&P expects IR to
sustain these operating trends for the balance of 2010,
potentially allowing for further improvement in profitability
ratios.

Based on improving operating trends and S&P's expectations of
continued growth, S&P believes the company is re-establishing
capacity for potential leverage.  IR maintains an unfunded balance
sheet and liquidity has strengthened modestly, with cash
equivalents and short-term investments of $539 million as of the
June quarter.

S&P will meet with management to evaluate current growth
strategies and financial policies to determine the final outcome
of the CreditWatch.  S&P's action will likely be limited to a
potential one-notch upgrade.


ISTAR FINANCIAL: Fitch Downgrades Issuer Default Rating to 'C'
--------------------------------------------------------------
Absent a significant improvement in commercial real estate
fundamentals which would result in iStar Financial Inc. receiving
a substantial amount of loan repayments from its borrowers, it is
inevitable that the company will need to effect a coercive debt
exchange with its second lien noteholders to avoid bankruptcy,
according to Fitch Ratings.

A CDE is considered a default as outlined in Fitch's global
criteria report 'Coercive Debt Exchange Criteria', published on
March 3, 2009.  In response, Fitch has downgraded iStar's Issuer
Default Rating and certain outstanding debt ratings:

  -- IDR to 'C' from 'CC';
  -- First priority credit agreement to 'B-/RR1' from 'B/RR1';
  -- Second priority credit agreement to 'CCC/RR2' from 'B-/RR2';
  -- 2011 second lien notes to 'CCC/RR2' from 'B-/RR2';
  -- 2014 second lien notes to 'CCC/RR2' from 'B-/RR2'.

Fitch has affirmed these security ratings at their current level,
as 'C' is the lowest assigned financial obligation rating:

  -- Unsecured revolving credit facilities at 'C/RR5';
  -- Senior unsecured notes at 'C/RR5';
  -- Convertible senior floating-rate notes at 'C/RR5';
  -- Preferred stock at 'C/RR6'.

The rating actions are driven by the substantial amount of debt
maturities in the second quarter of 2011, consisting primarily of
a second lien term loan and second lien revolving credit agreement
in aggregate amounting to approximately $1.7 billion, and an
unsecured revolving credit facility of approximately $500 million.
Fitch's estimates of liquidity (unrestricted cash, expected cash
flows from operating activities and borrower loan repayments less
debt maturities, expected future funding obligations and preferred
stock dividends) result in a substantial cash shortfall.  In order
to avoid maturity defaults on the second lien obligations and
unsecured revolving credit facility due June 2011, a coercive debt
exchange would need to be effected, whereby the company negotiates
with certain of its debt holders a material reduction in terms to
avert bankruptcy.

The rating actions are also driven by continued weakening of the
quality of iStar's loan portfolio.  For the quarter ended June 30,
2010, iStar recognized $109 million of loan loss provisions, and
iStar has recognized over $750 million of loan loss provisions
over the last 12 months.  As of June 30, 2010, non-performing and
watch list loans collectively represented nearly 54% of iStar's
total gross loan portfolio, compared with 50% as of June 30, 2009.

Fitch expects that the company's non-performing and watch list
loans as a percentage of total loans will not improve, as a
majority of iStar's non-performing loans consists of loans backed
by condominium or land assets, the ultimate recovery of which is
uncertain.  Challenging property-level fundamentals, combined with
the decline in commercial real estate values over the past several
years, have decreased the ability of iStar's borrowers to repay
loans.

The decreased ability of iStar's borrowers to repay loans,
combined with Fitch's expectation that iStar will face a
protracted and difficult environment in which to monetize its
portfolio, reduces the company's ability to meet its future
funding obligations and debt maturities.  iStar's cash source
reduction will likely result in a liquidity shortfall between now
and the middle of 2011.  The likelihood of a shortfall increases
when including iStar's debt maturities over the next 24 months.

iStar has limited draw capacity under its term loans and revolving
credit facilities and thus is reliant upon unrestricted cash,
asset sales and loan repayments as its primary sources of
liquidity.  Under a scenario whereby iStar receives only 30% of
contractual loan repayments between now and the end of 2011, it
would face a liquidity deficit of over $2 billion, assuming that
it was unable to sell or monetize any assets.  Given that over 58%
of iStar's unencumbered loans and other lending investments are
non-performing, Fitch believes that it will be challenging for the
company to reduce unsecured debt meaningfully via asset sales, and
it will need to modify the terms of certain of its debt maturing
in 2011 and 2012 to more effectively match the maturities of its
assets with that of its indebtedness.

Further, the terms of iStar's first and second priority credit
agreements restrict the amount of additional secured debt iStar
can incur to $750 million, limiting the company's ability to
access its unencumbered asset pool as a source of contingent
liquidity.

In accordance with Fitch's Recovery Rating methodology, Fitch has
taken these rating actions:

  -- Downgraded the ratings for iStar's first priority credit
     agreement to 'B-/RR1', or a 3-notch positive differential
     from the 'C' IDR based on the current capital structure.
     This security is secured by a first lien security claim on
     the collateral pool selected by the creditors party to the
     first and second priority credit agreements.

  -- Downgraded the ratings for iStar's second priority credit
     agreement, 2011 second lien notes and 2014 second lien notes
     to 'CCC/RR2', or a 2-notch positive differential from the 'C'
     IDR based on the current capital structure.  These
     securities, while junior to the first priority credit
     agreement, have structural seniority relative to unsecured
     creditors and have a second lien security claim on the
     collateral pool selected by the creditors party to the first
     and second priority credit agreements.

  -- Affirmed the ratings for iStar's unsecured revolving credit
     facilities, senior unsecured notes and convertible senior
     floating-rate notes at 'C/RR5', reflecting no notching from
     the 'C' IDR, based on the current capital structure.

  -- Affirmed the ratings for iStar's preferred stock at 'C/RR6',
     reflecting no notching from the 'C' IDR.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
June 30, 2010, iStar had $11 billion of undepreciated assets and
$2.2 billion of undepreciated book equity.


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.


KEVIN GREEN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kevin Green
        1508 18th Street, SE, Suite #2
        Washington, DC 20020
        Tel: (202) 678-4620

Bankruptcy Case No.: 10-00965

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Philip McNutt, Esq.
                  HUGHES & BENTZEN, PLLC
                  1100 Connecticut Avenue, NW, Suite 340
                  Washington, DC 20036
                  Tel: (202) 293-8975
                  E-mail: pmcnutt@hughesbentzen.com

Scheduled Assets: $2,321,436

Scheduled Debts: $1,912,275

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-00965.pdf


KINGS RANCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kings Ranch, L.L.C.
          fka Kinjockity Ranch, L.L.C.
        MCEVOY, DANIELS & DARCY, P.C.
        4560 East Camp Lowell Drive
        Tucson, AZ 85712
        Tel: (520) 326-0133

Bankruptcy Case No.: 10-31329

Chapter 11 Petition Date: September 29, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Sally M. Darcy, Esq.
                  MCEVOY, DANIELS & DARCY P.C.
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  E-mail: DarcySM@aol.com

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

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

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

The petition was signed by Kenneth C. Komenda, manager.


KJS REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: KJS Real Estate Holdings, LLC
          aka KJS Holdings LLC
              KJS Real Estate Holding, LLC
        1620 W. Hudson Way
        Gilbert, AZ 85233

Bankruptcy Case No.: 10-31448

Chapter 11 Petition Date: September 29, 2010

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Tracy S. Essig, Esq.
                  LAW OFFICE OF TRACY S. ESSIG
                  3509 E. Shea Boulevard, Suite 117
                  Phoenix, AZ 85028
                  Tel: (602) 493-2326
                  Fax: (602) 482-3164
                  E-mail: tracyessiglaw@cox.net

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kenneth J. Schroeder, managing member.


L-3 COMMUNICATIONS: Fitch Affirms BB+ Rating on Convertible Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for L-3
Communications', along with these:

L-3 Communications Holdings, Inc.

  -- IDR at 'BBB-';
  -- Contingent convertible subordinated notes at 'BB+'.

L-3 Communications Corporation

  -- IDR at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Senior unsecured revolving credit facility at 'BBB-';
  -- Senior subordinated debt affirmed at 'BB+'.

The Rating Outlook remains Stable.  Approximately $4.2 billion of
debt outstanding is covered by the ratings.  The senior
subordinated notes remain one notch below the IDR and senior
unsecured debt due to contractual subordination.

Key factors that support the affirmation are L-3's solid credit
metrics for the rating, liquidity position, and Fitch's
expectation of steady operating margins and substantial free cash
flow.  Other positive factors include high levels of defense
spending; L-3's diverse portfolio of products and services that
are in line with the Department of Defense requirements; and a
balanced contract mix, including generation of more than 50% of
revenues from the Operations & Maintenance account in the DOD
budget.

Concerns relate to the potential for larger debt-financed
acquisitions, some uncertainty regarding core defense spending
trends beyond fiscal year 2011, the longer-term outlook for
supplemental DOD budgets related to operations in Iraq and
Afghanistan, the underfunded pension position and the Air Force's
ongoing investigation into the Special Support Programs Division
(previously known as the Joint Operations Group, or JOG).  The
rating and Outlook incorporate Fitch's expectations of small- to
medium-sized acquisitions and meaningful cash deployment toward
shareholders.

An upward revision to the rating could occur if L-3 moderated its
acquisition strategy, kept spending within free cash flow, and
focused capital on improving the credit profile.  Alternatively,
Fitch could consider a downward revision to the ratings or Outlook
if L-3 did a large debt-funded acquisition, unless some equity was
used to limit the increase in leverage.  A downgrade is also
possible if the company's end-markets show substantial
deterioration which is viewed as unlikely in the near to medium
term.

L-3 has generated strong free cash flow through sales growth,
strong operating performance, working capital management, and
acquisitions.  In the latest 12 months, ending in the second
quarter of 2010, the company generated $1.1 billion of FCF.  In
2009 it was also $1.1 billion and in 2008 it was $1 billion.
Helped by its history of aggressive acquisitions, the company
achieved a five-year compound annual growth rate of 11% in FCF
(before dividends) by the end of 2009.  Robust sales growth (13%
CAGR for the same period), effective merger integration
management, and working capital management have all contributed to
the results.  FCF also benefits from low capital expenditures as a
percentage of sales; it has averaged 1.3% of sales between 2006
and 2009.  L-3 forecasts 2010 FCF before dividends to be
approximately $1.3 billion, which Fitch believes is an achievable
target.  While cash generation is forecasted to remain very
healthy in 2010, Fitch does not expect to see debt reduction
become a priority for L-3.

Historically, the company has directed cash to acquisitions, share
repurchases and dividends.  In Fitch's view, acquisitions remain
the main risk to the credit profile.  In the first half of 2010,
L-3 spent $613 million on the acquisition of Insight Technologies.
Two small acquisitions were made after the end of the second
quarter: Airborne Technologies and 3Di Technologies, both for
undisclosed amounts.  Share repurchases have also been a
significant use of cash and a new $1 billion share repurchase
program was authorized in July 2010; it extends through Dec. 31,
2012.  The company's prior $1 billion share repurchase program was
authorized in November 2008 and it extends through Dec. 31, 2010.
In the first half of 2010, the company repurchased $254 million of
common shares.  During 2009, share repurchases were $505 million.
Given the share repurchases to date in 2010, Fitch expects to see
a total of $500 million to $550 million spent on share repurchases
in 2010.

As of June 25, 2010, leverage defined as debt-to-EBITDA was 1.9
times on a pro forma basis when accounting for July 2010
redemption of $400 million of notes due 2013.  Liquidity remains
healthy in Fitch's view.  L-3 had a liquidity position of
approximately $2 billion, consisting of $1,023 million of cash and
$967 million of revolving credit facility availability.  L-3 has
$700 million of convertible debt outstanding.  The notes bear
interest of 3% and the final maturity date is 2035.  The
noteholders can put all or some of the notes to L-3 on the next
put date which is Feb. 1, 2011.

At the end of 2009, L-3's pension plan was 66% funded, or
$660 million underfunded.  Fitch believes that the funding deficit
may increase at the end of 2010 due to asset returns and a likely
decline in the discount rate (currently 6.3%).  This is currently
a common concern for pension plans in the industrial sector.  As a
defense contractor L-3 can factor in certain pension costs as
allowable expenses in some government contracts although there can
be timing issues for cash flows.  Also, like most defense
contractors L-3 is exempt from PPA funding requirements until the
PPA is harmonized with government cost accounting standards.

L-3's credit quality continues to be supported by large U.S.
defense budgets.  U.S. defense spending trends are key drivers of
the company's financial performance given that the company
generates approximately 76% of its revenues from the DOD.  Core
spending in fiscal 2011 is expected to continue to rise, so the
outlook for L-3's defense operations is still favorable in the
near term.  Beyond fiscal 2011, there is more uncertainty for core
spending levels due to fiscal pressures.  Supplemental budgets for
overseas contingency operations will likely trend downward in the
next several years.  Funding for the supplemental budget is not
likely to disappear immediately because of increased activity in
Afghanistan, the need for Afghanistan and Iraq to build up their
own militaries, and the need for the U.S. to 'reset' its forces.
Fitch believes that L-3 has credit metrics strong enough to
withstand lower defense spending levels while retaining the
current ratings.

In late July 2010, the Air Force lifted the temporary suspension
on the Special Support Programs Division and an agreement between
the two parties was signed.  However, the investigation is
ongoing.  L-3 will not have the opportunity to re-compete for this
contract which is an unfavorable event for L-3, but Fitch does not
view it as a significant credit event because Fitch expects the
future cash impact will not be material to the company's overall
results.


LODGENET INTERACTIVE: To Explore Alternatives to $435MM Offering
----------------------------------------------------------------
LodgeNet Interactive Corporation said that it is exploring
alternatives to the $435 million offering of senior secured second
lien notes announced on September 20, 2010.

The alternatives under consideration include, but are not limited
to, possible amendment of the Company's existing credit facility,
together with a smaller issuance of senior secured notes, the
proceeds of which would be used to reduce the amount outstanding
under the existing credit facility and thereby extend the term of
a significant portion of the Company's debt beyond the current
maturity in 2014.

While a variety of alternatives are under consideration, it is
also possible that the Company may elect to defer any immediate
transaction if the pricing and terms are not acceptable to the
Company, as the Company is fully compliant with the covenants in
its existing credit facility and believes that it will continue to
remain compliant with the terms of such credit facility.

                    About LodgeNet Interactive

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

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

                          *     *     *

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


LODO INVESTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lodo Investors Group Champa LLC
        1800 S. Sheridan Boulevard, #306
        Denver, CO 80232

Bankruptcy Case No.: 10-34739

Chapter 11 Petition Date: September 29, 2010

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Scott Tene, Esq.
                  104 Broadway, #600
                  Denver, CO 80203
                  Tel: (303) 693-3600
                  Fax: (303) 731-4167
                  E-mail: ScottTene@aol.com

Scheduled Assets: $2,000,700

Scheduled Debts: $2,107,913

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Mahinder M. Bajaj, manager.


LONESOME PINE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lonesome Pine Holdings, LLC
        P.O. Box 5266
        Buena Vista, CO 81211

Bankruptcy Case No.: 10-34560

Chapter 11 Petition Date: September 28, 2010

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

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-34560.pdf

The petition was signed by John Cogswell, manager.


MARCO COMMUNITY: Earns $635,000 in March 31 Quarter
---------------------------------------------------
Marco Community Bancorp, Inc., filed on September 29, 2010, its
quarterly report for the quarterly period ended March 31, 2010.

The Company reported net income of $635,000 on $37,000 of interest
income for the three months ended March 31, 2010, compared with a
net loss of $209,000 on $53,000 of interest income for the three
months ended March 31, 2009.

The Company's balance sheet at March 31, 2010, showed $2.0 million
in total assets, $77,000 in total liabilities, and stockholders'
equity of $1.9 million.

As reported in the Troubled Company Reporter on September 1, 2010,
Hacker, Johnson & Smith, P.A., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the closing of Marco Community Bank in
February 19, 2010.

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

              http://researcharchives.com/t/s?6bf6

                      About Marco Community

Marco Island, Fla.-based Marco Community Bancorp, Inc. was
incorporated under the laws of the State of Florida on January 28,
2003, for the purpose of organizing Marco Community Bank and
purchasing 100% of the to-be-issued capital stock of the Bank.
On February 19, 2010, the Bank was closed by the Florida Office of
Financial Regulation and the FDIC was appointed as receiver of the
Bank.  Subsequent to the closure, Mutual of Omaha Bank, Omaha,
Nebraska, assumed all of the deposits of the Bank, and purchased
essentially all of the Bank's assets in a transaction facilitated
by the FDIC.  On February 20, 2010, the one office of the Bank
reopened as a branch of Mutual of Omaha.

The Company's principal asset is the capital stock that it owns in
the Bank at February 19, 2010, and, as a result of the closure of
the Bank, the Company has minimal remaining tangible assets.  The
Company did not realize any recovery following the closing of the
Bank and sale of its assets by the FDIC, nor is any recovery
expected.  Since the closing of the Bank, the principal assets of
the Company are its office condominium, a participation in a loan
receivable, and cash.

The Company is exploring methods of winding down its operations.
Any ultimate distribution of assets will occur in accordance with
Florida law, the Company's Articles of Incorporation and the terms
of the Company's outstanding series of Preferred Stock.


MARY TAPLETT: Plan Outline Hearing Continued Until November 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has continued until November 17, 2010, at 2:00 p.m., the hearing
to consider adequacy of the Disclosure Statement explaining Mary
L. Taplett and Columbia Feeders, Inc.'s Plan of Reorganization.

According to the Disclosure Statement, the Plan provides for the
development and marketing the Debtor's real property.  The Plan is
to pay debt off quickly so CFI and Mary L. Taplett can exit
Chapter 11.  The Plan will be accomplished through the sale and
distribution of proceeds from the real property.

Under the Plan, the Debtor will sell Taplett Fruit Land and
Columbia Feeders land and option additional RF Taplett land to
Ivan Kriger who will develop the land.  Columbia Feeders land will
be sold for $2,005,000, RF Taplett Land for $1,630,000 and
additional RF Taplett land will be optioned for $900,000 for a
total of $4,535,000 in proceeds to fund the Plan.

All allowed secured, administrative and priority claims against
the Debtors will be paid in full, and unsecured creditors may be
paid in full after the administrative, priority and secured claims
are paid in full.  Holders of corporate or shareholder interests
will retain those interests under the Plan.

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

The Debtor is represented by:

     Christina M. Davitt, Esq.
     DAVITT LAW GROUP, PLLC
     1630 N. Wenatchee Ave. Suite 18
     Wenatchee, WA 98801
     Tel: (509) 888-2925
     Fax: (509) 888-2926
     E-mail: christina@davittlaw.com

                       About Mary L. Taplett

East Wenatchee, Washington-based Mary L. Taplett filed for Chapter
11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case
No. 10-02835).  The Company estimated its assets at $10 million to
$50 million debts at $1 million to $10 million in liabilities.
Two affiliates -- Taplett Family Ltd. Partnership and Taplett
Orchard, Inc. -- filed for Chapter 11 in 2009.


MCG CAPITAL: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating and
unsecured debt rating of MCG Capital Corporation at 'BB+'.  The
Rating Outlook remains Negative.  Approximately $44 million of
unsecured debt is affected by these actions.

Fitch has affirmed these with a Negative Outlook:

MCG Capital Corporation

  -- Long-term IDR at 'BB+';
  -- Senior unsecured debt at 'BB+'.

The ratings affirmation reflects MCG's relatively low leverage,
successful investment monetization strategy, emergence of
operating stability, and improved liquidity profile.  Ratings
are constrained by the company's relatively small asset size,
outsized portfolio equity exposure which brings increased
valuation risk, and limited funding flexibility given the 2009
retirement of its unsecured bank revolver, its cash sweep debt
repayment requirements, and an inability to access the equity
markets for growth capital, given its stock trading discount to
net asset value (NAV).

MCG's asset coverage improved from 199% at March 31, 2009, to 224%
at June 30, 2010, due largely to asset sales, with a focus on non-
yielding equity investments, and debt repayments.  From July 2008
through July 2010, the company completed 35 portfolio investment
sales amounting to $341.2 million, consisting of $329.6 million of
sales which have been completed at 99.5% of cost and 100.3% of
their most recently reported fair value, and one distressed sale
of TNR Holdings at 23.8% of cost and 42.3% of its most recently
reported fair value.  Fitch views favorably the company's ability
to monetize investments at or near fair value in an effort to de-
leverage the balance sheet and reduce equity concentrations, which
have yielded more valuation volatility over time.  Fitch expects
asset sales to continue at a measured pace, with proceeds being
redeployed into cash-yielding debt investments, in order to
support earnings growth and dividend payments.

Fitch believes MCG's liquidity position has improved year-over-
year with an increase in unrestricted cash balances and additional
SBIC borrowing availability, which is not included in asset
coverage calculations.  As of June 30, 2010, the company had
$44.2 million of unrestricted cash, $37.3 million of SBIC
borrowing capacity, $91.5 million of cash in securitization
accounts, $17.2 million of restricted cash, and $50 million of
availability in its collateralized loan obligation securitization
vehicle, all of which is available for portfolio originations.

Dividends were reinstated in 2010 with the declaration of an $0.11
per share dividend on April 29, 2010, which compared to first-
quarter 2010 (1Q'10) distributable net operating income of $0.13
per share, and the declaration of a $0.12 dividend per share on
Aug. 3, 2010, relative to 2Q'10 DNOI of $0.13 per share.  Fitch
views the DNOI coverage of the dividend payment positively and
believes the company will continue to manage distributions
conservatively in the context of cash income.  Fitch believes the
reinstatement of the dividend, when combined with the deployment
of origination capacity, should help narrow the gap between NAV
and equity share price over time.

The retention of the Negative Outlook reflects the continued
recognition of unrealized portfolio depreciation, due primarily to
movement in larger portfolio holdings, limited funding
flexibility, and an inability to access the equity markets for
growth capital, given the current trading discount to NAV.

Negative rating action could be triggered by unrealized portfolio
depreciation which yields lower asset coverage, declining
operating earnings resulting from reduced operating leverage
and/or weakening asset quality, and deterioration in the company's
liquidity position, which includes an inability to fully fund the
current dividend from cash operating earnings.

Rating stability could be driven by the reversal of unrealized
portfolio depreciation, consistent asset growth that supports
improved operating performance, a reduction in non-accrual levels,
an enhanced liquidity profile (including term borrowing capacity),
and improved funding flexibility, including the ability to access
the equity markets for growth capital.


MEDICURE INC: KPMG LLP Raises Going Concern Doubt
-------------------------------------------------
Medicure Inc. filed on September 29, 2010, its annual report on
Form 20-F for the fiscal year ended May 31, 2010.

KPMG LLP, in Winnipeg, Canada, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
operating losses and cash flows from operations since
incorporation and has significant debt servicing obligations that
it does not have the ability to repay.

The Company reported a net loss of C$5.5 million on C$3.3 million
of revenue for fiscal 2010, compared with a net loss of
C$13.3 million on C$4.8 million of revenue for fiscal 2009.

At May 31, 2010, the Company was in default of the terms of its
long-term debt financing obligations, and continues to be in
default.  Under an event of default, the lender can exercise its
security rights under the agreement, and accordingly the long-term
debt obligation has been classified as a current liability as at
May 31, 2010.

The Company has accumulated a deficit of C$154.1 million as at
May 31, 2010.  Based on the Company's operating plan, its existing
working capital is not sufficient to fund its planned operations,
capital requirements, debt servicing obligations, and commitments
through the end of the fiscal 2011 year without restructuring of
its debt and raising additional capital.  The Company is in
ongoing discussions with its senior lender to restructure its
debt, and in January 2010, retained advisors to assist in the
evaluation of financial alternatives and fund raising options, and
to assist in the partnership, license or sale of AGGRASTAT(R).  No
agreements with the lender or other potential lenders or investors
have been reached yet and there can be no assurance that such
agreements will be reached.

At May 31, 2010 the Company had cash and cash equivalents totaling
C$371,262 compared to roughly C$2.0 million as of May 31, 2009.
As at May 31, 2010, the Company had a working capital deficiency
of C$29.4 million compared to working capital a working capital
deficiency of C$535,328 at May 31, 2009.  The reduction of working
capital was mainly due to increases in accrued interest on long-
term debt, the reclassification of the debt to a current
liability, and use of funds to support operations.

The Company's balance sheet at May 31, 2010, showed C$6.0 million
in total assets, C$30.9 million in total liabilities, and a
stockholders' deficit of C$24.9 million.

A full-text copy of the Form 20-F is available for free at:

               http://researcharchives.com/t/s?6bf5

Medicure Inc. also filed consolidated financial statements, and
management's discussion and analysis for year ended May 31, 2010.

A full-text copy of the Consolidated Financial Statements is
available for free at http://ResearchArchives.com/t/s?6c01

A full-text copy of the Management's Discussion and Analysis is
available for free at http://ResearchArchives.com/t/s?6c02

                       About Medicure Inc.

Based in Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H)
-- http://www.medicure.com/-- is a specialty pharmaceutical
Company engaged in the research, clinical development and
commercialization of human therapeutics.  The Company's primary
focus is on the sale and marketing of its acute care
cardiovascular drug, AGGRASTAT(R) (tirofiban hydrochloride) in the
United States and its territories through its U.S. subsidiary,
Medicure Pharma Inc.


MEHDI AHMADI: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mehdi Ahmadi
          fka Murray Oncology Associates
        1534 Springcreek Drive
        Murray, KY 42071

Bankruptcy Case No.: 10-51175

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Mark C. Whitlow, Esq.
                  WHITLOW, ROBERTS, HOUSTON & STRAUB, PLLC
                  P.O. Box 995
                  300 Broadway
                  Paducah, KY 42002-0995
                  Tel: (270) 443-4516
                  Fax: (270) 443-4571
                  E-mail: lhuff@whitlow-law.com

Scheduled Assets: $2,130,975

Scheduled Debts: $3,195,800

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kywb10-51175.pdf


MERCURY COMPANIES: Plan Confirmation Hearing Set for November 30
----------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado will convene a hearing on November 30, 2010,
at 9:30 a.m., to consider confirmation of Mercury Companies, Inc.,
et al's proposed Plan of Reorganization.  Objections, if any, are
due November 16.

Plan materials and ballots will be mailed on October 20.  Ballots
accepting or rejecting the Plan must be submitted by 5:00 p.m. on
November 16, to the Debtors' counsel:

   Brownstein Hyatt Farber Schreck, LLP
   410 17th Street, Suite 2200
   Denver, CO 80202

As reported in the Troubled Company Reporter on August 12,
according to the Disclosure Statement, Mercury said it made
significant progress in liquidating assets, generating cash, and
resolving disputes.  Upon the effective date of the Plan, Mercury
will set $25 million cash aside in a fund for distribution to
general unsecured creditors.  The fund will not be burdened with
any future administrative or operational costs.  Distributions
from the fund will be made quickly as possible pro rata to
undisputed claims appearing on the claims register as of that
time, subject to hold backs with respect to disputed claims.
Meanwhile, Mercury will continue the process of resolution of
disputed claims so that money from the fund will be distributed
only to creditors whose claims are properly allowed.

Mercury estimates that at the conclusion of the claims resolution
process the total allowed general unsecured claims will be
approximately $35 million.  The initial $25 million must be
sufficient to pay unsecured creditors approximately 70% of their
claims (although it will not be paid all at once because of the
need to reserve for disputed claims).  Mercury's remaining
activities will generate more cash so that eventually creditors
must receive greater distributions.

                        Treatment of Claims

     Class                             Estimated Distribution
     -----                             ----------------------
    1- Priority Claims                        100%
    2- Secured Claims                         100%
    3- General Unsecured Claims               70+%
    4- Equity Interests                        0+%

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

                    About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Brownstein Hyatt Farber Schreck,
LLP serves as the Debtors' bankruptcy counsel.  Lars H. Fuller,
Esq., at Baker Hostetler, serves as the official committee of
unsecured creditors' counsel.

Mercury Companies disclosed $21,820,135 in assets and $63,553,229
in liabilities as of the Petition Date.


METALDYNE LLC: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Metaldyne, LLC -- Corporate Family and Probability of Default
Ratings, B1; and $225 million senior secured term loan facility,
B1.  The rating outlook is stable.  Proceeds from the $225 million
term loan will be used to repay existing debt, fund a distribution
to the company's shareholders (including the company's lead
sponsors, The Carlyle Group and Solus Alternative Asset Management
LP), and pay related fees and expenses.

The B1 Corporate Family Rating reflects Metaldyne's modest
leverage, despite the company's shareholder distribution, exposure
to the cyclical automotive industry, and high customer
concentrations to the Detroit-3.  Approximately 36% of the
company's revenues are from the Detroit-3, with Ford representing
the largest customer.  The rating also reflects Metaldyne's
operating performance since being purchased out of Chapter 11 in
October 2009.  This performance has benefited from recovering
automotive production levels in North American (about 51% of
revenues) and Europe (36%), and from restructuring activities
enacted in late 2009.  These restructuring actions included the
sale of certain of the company's non-core domestic and
international facilities.  Industry conditions are expected to
improve over the trough in 2009 with U.S. retail sales improving
to 11.5 million units during 2010.  While first half 2010 car
registrations in Europe have improved over prior period levels,
the second half of 2010 is expected to reflect seasonal softness
and the impact of expired government scrappage programs.  European
registrations in 2011 also are expected to be challenged by a
potential negative impact of European government debt
restructuring programs on automobile demand.

The stable outlook incorporates Moody's expectation that
Metaldyne's strong credit metrics will help to mitigate the higher
business risk associated with the company's relatively small
revenue base and high customer concentrations with the Detroit-3.

Metaldyne is expected to have an adequate liquidity profile over
the near-term supported by cash balances and free cash flow
generation.  The company is expected to have about $100 million of
cash on hand following the close of the transaction.  Moody's
anticipates that the company's free cash flow generation over the
near-term will be positive after working capital and capital
expenditure needs.  While the new term loan will have modest
amortization requirements, the company's liquidity profile has to
accommodate the potential risk that factoring programs might not
be renewed on a timely basis.  Metaldyne's $40 million asset based
revolving credit is modest in size and is expected to remain
largely unused over the near-term and support a modest amounts of
letters of credit.  The asset based revolving credit facility will
have a springing fixed charge coverage covenant of 1x, based on an
availability trigger under the facilities.  Covenants under the
secured term loan will include a minimum interest coverage test
and a maximum leverage test.  Alternate sources of raising
liquidity are limited as essentially all the company's domestic
assets will secure the ABL and term loan facilities.

The rating and/or outlook could improve if Metaldyne were to
demonstrate continued improvement in revenues, and operating
performance resulting in debt/EBITDA reducing to 2.5x on sustained
basis and EBIT/interest coverage approaching 3.0x.  Further
customer and industry diversification could also result in
positive ratings momentum.

The outlook or rating could be lowered if North American
automotive production levels do not recover as anticipated,
resulting in substantially weaker profitability or a deterioration
in liquidity.  If operations were to weaken such that debt/EBITDA
were to approach 4.5 times or free cash flow generation was not
realized, the company's rating and/or outlook could be lowered.

These ratings were assigned:

  -- Corporate Family Rating, B1;
  -- Probability of Default, B1;
  -- B1 (LGD3, 44%), for the $225 million senior secured term loan

Metaldyne, LLC, is a leading global manufacturer of highly
engineered metal-based components for light vehicle engine,
transmission and driveline applications for the global automotive
light vehicle market.  The company is wholly-owned subsidiary of
MD Investors Corporation which itself is owned by a coalition of
investors led by The Carlyle Group and Solus Alternative Asset
Management LP.


MICHAEL FORRET: Case Summary & 26 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Michael J. Forret
               Jane E. Kelly-Forret
               7097 NW 5th Court
               Ankeny, IA 50021

Bankruptcy Case No.: 10-04829

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  GARTEN & WANEK
                  835 Insurance Exchange Bldg.
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.com

Scheduled Assets: $1,195,111

Scheduled Debts: $1,505,186

A list of the Joint Debtors' 26 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/iasb10-04829.pdf


MIGUEL ANGELES-HERNANDEZ: Case Summary & Creditors List
-------------------------------------------------------
Joint Debtors: Miguel Angel Angeles-Hernandez
               Maria Perez Angeles
               892 Entrada Drive
               Soledad, CA 93960

Bankruptcy Case No.: 10-60102

Chapter 11 Petition Date: September 28, 2010

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

Judge: Charles Novack

Debtors' Counsel: Rattan Dev S. Dhaliwal, Esq.
                  LAW OFFICES OF DHALIWAL AND ROUHANI
                  2005 De La Cruz Boulevard, #185
                  Santa Clara, CA 95050
                  Tel: (408) 988-7722
                  E-mail: rdsdhaliwal@yahoo.com

Scheduled Assets: $520,276

Scheduled Debts: $1,024,276

A list of the Joint Debtors' 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60102.pdf


MOMENTIVE PERFORMANCE: Terminates CEO and CFO Without Cause
-----------------------------------------------------------
Momentive Performance Materials Inc. said the employment of Dr.
Jonathan Rich, the president and chief executive officer, and
Anthony Colatrella, the chief financial officer, will be
terminated without cause, each effective as of Oct. 1, 2010,
respectively.  In connection with their termination, each of
Messrs. Rich and Colatrella have entered into separation
agreements with the Company.

The termination of Messrs. Rich and Colatrella's employment is in
connection with the anticipated completion of the transactions
contemplated by that certain Combination Agreement, dated as of
September 11, 2010, by and among Momentive Performance Materials
Holdings Inc., Hexion LLC, Mercury Sub 1 LLC, Mercury Sub 2 LLC,
Hexion Newco 1, LLC and Hexion Newco 2, LLC.

A full-text copy of the Rich Separation Agreement is available for
free at http://ResearchArchives.com/t/s?6bf9

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

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MONEYGRAM INTERNATIONAL: Makes $30 Million Debt Prepayment
----------------------------------------------------------
MoneyGram International said it will make an optional $30 million
prepayment on its tranche B term loan under the senior secured
credit facility.  The loan payment will be made on Sept. 29, 2010.

Including this latest payment, MoneyGram International will have
paid $277 million toward its outstanding debt obligation.  This
represents a 28 percent decrease in the company's total
outstanding debt since Jan. 1, 2009.

                   About Moneygram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MOULTONBOROUGH HOTEL: Files for Chapter 11 in New Hampshire
-----------------------------------------------------------
Moultonborough Hotel Group, LLC, filed for Chapter 11 protection
in Manchester, New Hampshire (Bankr. D. N.H. Case No. 10-14214) on
September 30, 2010.

Moultonborough is the owner of the Hampton Inn & Suites in Tilton,
New Hampshire.  The petition says there is almost $12 million
owing to three different secured creditors.  The largest is a
$9.4 million mortgage.

Steven M. Notinger, Esq., at Donchess & Notinger, PC, in Nashua,
New Hampshire, serves as counsel to the Debtor.


MSGI SECURITY: Delays Filing of Form 10-K for Fiscal Year 2010
--------------------------------------------------------------
MSGI Security Solutions Inc. said it could not timely file its
annual report on Form 10-K for the period ended June 30, 2010,
with the Securities and Exchange Commission.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

The Company's balance sheet at March 31, 2010, showed $2.1 million
in total assets, $20.3 million in liabilities, and a stockholders'
deficit of $18.2 million.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed
substantial doubt about MSGI Security Solutions, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended June 30,
2009, and 2008.  The auditing firm reported that the Company has
suffered recurring losses from operations, and negative cash flows
from operations, and has a substantial amount of notes payable due
on demand or within the next 12 months and has very limited
capital resources.


MXENERGY HOLDINGS: Posts $11.5 Million Net Income in FY2010
-----------------------------------------------------------
MXEnergy Holdings Inc. filed its annual report on Form 10-K for
the period ended June 30, 2010, reporting $202.02 million in total
assets, $115.07 million in total liabilities, and stockholders'
equity of $86.95 million.

The Company reported net income of $11.51 million on
$561.21 million of sales of natural gas and electricity for the
fiscal year ended June 30, 2010, compared with a net loss of
$100.21 million on $789.78 million of sales of natural gas and
electricity for the same period a year ago.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?6bea

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at March 31, 2010, showed
$221.4 million in total assets and $134.1 million in total
liabilities, for a $87.3 million total stockholders' equity.

MxEnergy carries Caa3 long term corporate family and Ca/LD
probability of default ratings from  Moody's Investors Service.


NAVJOT LLC: Plan Confirmation Hearing Scheduled for October 22
--------------------------------------------------------------
The Hon Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on
October 22, 2010, at 9:00 a.m., to consider the confirmation of
Navjot, LLC's Chapter 11 Plan.

The last day for filing written acceptances or rejections of the
Plan, and for filing of objections, is on October 15.

According to the Disclosure Statement, the Debtor will surrender
the real property collateral in full satisfaction of the Debtor's
liability to the holders upon the effective date of the Plan.
The Debtor will continue to collect the monthly rents from
retained properties and apply same to expenses of operation and to
the debt secured by the properties.

The Debtor will place any defaulted secured real property taxes on
a five year payment plan with the County of Marin unless the
property is sold or refinanced in which instance, the claims will
be paid on the closing date of the sale or refinance.

Under the Plan, secured claims will be paid in full, or,
otherwise, will retain the real property collateral in full
satisfaction of said allowed claim.

Unsecured claims will be paid the aggregate sum of $147,000, in 18
quarterly installments.

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

                         About Navjot, LLC

San Rafael, California-based Navjot, LLC, filed for Chapter 11
bankruptcy protection on April 27, 2010 (Bankr. N.D. Calif. Case
No. 10-11533).  David N. Chandler, Esq., at the Law Offices of
David N. Chandler, assists the Debtor in its restructuring
effort.  The Company disclosed $14,370,100 in assets and
$13,509,156 in liabilities as of the Petition Date.


NBC ACQUISITION: S&P Gives Stable Outlook, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on NBC Acquisition Corp. and its wholly owned operating
subsidiary, Nebraska Book Co. Inc., to stable from positive.  In
addition, S&P affirmed its 'B-' corporate credit rating.

"The ratings on NBC and related entities reflect S&P's view that
the business risk profile of the company is weak because of its
relatively small size, highly seasonal operating results,
increasing competition, lack of business diversification and a
weak economic environment," said Standard & Poor's credit analyst
Jayne Ross.  In addition, S&P views NBC's financial risk profile
as highly leveraged, given the substantial amount of debt
outstanding, upcoming maturities, modest cash flow, and thin cash
flow protection measures.

Nebraska Book maintains a leading position among used college
textbook wholesalers.  The company remains acquisitive, adding 12
bookstore locations and one start-up location during the June 2010
quarter.  However, in S&P's opinion, its lack of scale and
business diversification leaves it vulnerable to changes in the
market environment, including increased competition from online
and student-to-student transactions and alternative media sources.
S&P remain concerned that competition from these sources will
continue to grow over the longer term, although S&P does not
expect any material impact over the near term.


NEFF CORP: Completes Restructuring With Wayzata-Sponsored Plan
--------------------------------------------------------------
Neff Rental, Inc. have emerged from Chapter 11 after successfully
completing a financial restructuring sponsored by private
investment funds managed by Wayzata Investment Partners.

"We are extremely pleased to have completed our financial
restructuring and are excited about the bright future for the
company, its customers, employees, and suppliers," said Graham
Hood, Neff's chief executive officer.  "Our restructuring puts
Neff on very solid financial footing and has the company
positioned to explore growth opportunities as our markets
improve," continued Hood.

Neff filed its prearranged Chapter 11 cases on May 16, 2010.
Pursuant to Neff's Chapter 11 plan, which was confirmed by the
United States Bankruptcy Court for the Southern District of New
York on September 21, 2010, Neff has transferred substantially all
of its businesses and operations to Neff Rental LLC, which will
own and manage Neff's operations.

In addition, in connection with the transactions contemplated by
Neff's Chapter 11 plan, Wayzata has provided approximately $181.6
million in equity financing to Neff, and Neff has secured a $175
million revolving credit facility from its existing lenders.

Neff was advised by AlixPartners LLP, Kirkland & Ellis LLP, and
Miller Buckfire & Co. LLC. Wayzata was advised by Houlihan Lokey
Howard & Zukin and Stroock & Stroock & Lavan LLP.

                           About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff had assets of $299 million and debt of
$609 million as of the Petition Date, according to the disclosure
statement explaining the plan.  Funded debt totals $580 million.
Revenue in 2009 was $192 million.

Neff has selected an affiliate of Wayzata Investment Partners as
the successful bidder to sponsor its reorganization plan.  The
Plan provides (i) cash recoveries available to second lien lenders
of $73 million, (ii) payment in full in cash or right to
participate in a rights offering for up to $181.6 million for
first lien lenders.  The deadline to vote on Neff's Plan is
September 1, 2010, with Neff's confirmation hearing scheduled to
occur on September 14, 2010.


NEWARK GROUP: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned B3 ratings to The Newark Group
Inc.'s corporate family rating, probability of default rating, and
new term loan facility.  The company's new credit facilities
include a $70 million asset-based revolving credit facility
(unrated) and a $110 million term loan facility.  The new credit
facilities were arranged in connection with the company's
emergence from bankruptcy in July 2010.  Proceeds from the new
credit facilities were used primarily to repay prepetition debt.
The outlook is stable.

Assigned:

Issuer: Newark Group, Inc. (The)

  -- Corporate family rating, B3
  -- Probability of default rating, B3
  -- Senior secured term loan, B3 (LGD4, 54%)

                        Ratings Rationale

TNG's B3 corporate family rating reflects the company's relatively
weak margins primarily due to its concentration in the uncoated
recycled boxboard sector, the commoditized nature of its overall
product mix, and a weak liquidity profile that includes tight
financial covenants in the near term.  Most of the company's
products are supplied to the film, paper, tape, construction,
stationery, looseleaf, game board, and book publishing end-
markets, where TNG's pricing power is often modest.  The ratings
consider anticipated weak demand for the company's products, and
volatile input costs that may constrain margin expansion and free
cash flow generation.  The company's ratings are supported by a
significant reduction in debt and interest expense post-
bankruptcy, its position as one of the largest collectors, brokers
and suppliers of recovered paper and producers of tubes, cores and
graphicboard in North America, and a mill system that is forward
integrated into converting plants.  Moody's views TNG's integrated
operations and recent cost-cutting measures as positive factors
for managing costs.  The company's ongoing efforts to improve
operational efficiency and optimize capacity utilization should
help margins during a weak economic environment.

The stable outlook reflects recent industry plant rationalization
and improving operating rate trends, as well as higher recycled
board prices for the company and the industry.  Although lower
energy and freight costs are expected in the near term, Moody's
believes a slow recovery in the economy could affect pricing and
the company's ability to hold recent price increases.

If the company is successful at offsetting weak demand with supply
management and cost-cutting measures, and improves its liquidity
position by increasing room under the financial covenants, an
upgrade would be considered.  The ratings may be downgraded should
the company face a modest level of price or volume deterioration,
persistent negative free cash flow, or a breach of its financial
covenants.

The Newark Group Inc., headquartered in Cranford, NJ, is an
integrated producer of 100% recycled paperboard and paperboard
products in North America and Europe.


NM HOLDINGS: 6th Cir. Affirms Dismissal of Suit v. Deloitte
-----------------------------------------------------------
The United States Court of Appeals for the Sixth Circuit affirmed
a lower court ruling dismissing the lawsuit by Stuart Gold, the
Chapter 7 Trustee of NM Holdings Company LLC, f/k/a Venture
Holdings Company, LLC, against Deloitte & Touche LLP, Venture's
former auditor.

The Chapter 7 trustee alleged Deloitte (1) negligently performed
its audits by failing to uncover and report unsound related-party
transactions entered into by Venture's sole shareholder and CEO,
and (2) aided and abetted the CEO's breach of his fiduciary duty
to Venture.  Deloitte filed a motion to dismiss pursuant to Rule
12(b)(6) of the Federal Rules of Civil Procedure on the basis that
Gold had failed to state a claim upon which relief can be granted.

The district court granted Deloitte's motion.  It held that Mr.
Gold's claim against Deloitte for professional negligence failed
because Michigan's "sole-actor rule" prevented Mr. Gold from
establishing that Venture relied on Deloitte's audits.  In
addition, the court held that Mr. Gold's claim that Deloitte aided
and abetted the CEO's breach of his fiduciary duty to Venture was
barred by Michigan's three-year statute of limitations applicable
to such claims.

A three-man panel consisting of Circuit Judges Ronald Lee Gilman
and Helene N. White, and the Hon. Michael H. Watson, U.S. District
Judge for the Southern District of Ohio, sitting by designation,
hold that Mr. Gold still fails to state a claim for relief even if
the Michigan courts would apply the innocent-decision-maker
exception in the imputation context.  They also hold that Mr.
Gold's aiding-and-abetting claim is not based on an allegation
that Deloitte breached its duty to Venture, but rather that CEO
Larry Winget breached his duty to Venture and that Deloitte
knowingly provided substantial assistance to help him do so.  Mr.
Gold's claim of aiding and abetting is significantly different
from his claim of professional negligence, thus warranting the
application of a different statute of limitations.

The case is STUART A. GOLD, CHAPTER 7 TRUSTEE OF NM HOLDINGS
COMPANY LLC (F/K/A VENTURE HOLDINGS COMPANY, LLC), NM EMCO, INC.,
NM INDUSTRIES CORPORATION, NM MOLD & ENGINEERING CORPORATION, NM
OLD LEASING COMPANY, NM NEMCO LEASING, INC., NM HOLDINGS
CORPORATION, NM SERVICE COMPANY, NM EXP LLC, AND NM EU
CORPORATION, PLAINTIFFS-APPELLANTS, v. DELOITTE & TOUCHE LLP,
DEFENDANT-APPELLEE, case no. 09-1870. (6th Cir., September 30,
2010).  A copy of the Court's opinion is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100930179

Mr. Gold et al. are represented by:

          Gregory D. Hanley, Esq.
          Timothy O. McMahon, Esq.
          KICKHAM HANLEY PLLC,
          100 Beacon Centre
          26862 Woodward Avenue
          Royal Oak, MI 48067
          Telephone: 248-544-1500
          Facsimile: 248-544-150

Deloitte is represented by:

          John F. Hartmann, P.C., Esq.
          Mark S. Hamill, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: 312-862-2215
          E-mail: john.hartmann@kirkland.com

Venture was an automotive-parts supplier that filed for Chapter 11
bankruptcy in March 2003.  In January 2006, its bankruptcy
proceeding was converted into a Chapter 7 liquidation.  Mr. Gold
was appointed as the Chapter 7 trustee for Venture later that same
month.


NORDYKE VENTURES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nordyke Ventures LLC
        8558 W. 21st Street N., Suite 200
        Wichita, KS 67205

Bankruptcy Case No.: 10-13332

Chapter 11 Petition Date: September 28, 2010

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: W. Thomas Gilman, Esq.
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  E-mail: wtgilman@redmondnazar.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mark Nordyke, managing member.


NORTEL NETWORKS: S&P Withdraws 'D' Ratings on Two US Lease Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' ratings from
two U.S. credit tenant lease transactions.

S&P withdrew its ratings from the two CTL transactions following
its downgrades of each single tranche transaction to 'D'.  S&P had
previously lowered the ratings to 'D' due to recurring interest
shortfalls primarily due to special servicing fees.

S&P lowered its rating on Nortel Networks Lease Pass-Through
Trust's series 2001-1 to 'D' on Oct. 13, 2009, due to recurring
interest shortfalls related to ongoing special servicing fees.
According to the September 2010 trustee report, the accumulated
interest shortfalls total $4.8 million.

S&P lowered its rating on Short-Term Asset Receivables Trust's
series BC 2000-A to 'D' on Jan. 23, 2008, due to recurring special
servicing fees.  The fees followed the transfer of one of the two
loans collateralizing the transaction to special servicing after
litigation began between the borrower and a tenant.  Following
settlement of the litigation, the affected loan was returned to
the master servicer in May 2010.  The special servicing and other
fees of approximately $18,000 per month resulted in $539,755 in
principal losses to the transaction.

                        Ratings Withdrawn

            Nortel Networks Lease Pass-Through Trust
          Pass-through trust certificates series 2001-1

                                         Rating
                                         ------
        Class                    To                  From
        -----                    --                  ----
        Certs                    NR                  D

                Short-Term Asset Receivables Trust
       Net lease pass-through certificates series BC 2000-A

                            Rating
                            ------
                    To                  From
                    --                  ----
                    NR                  D


NOWAUTO GROUP: Delays Form 10-K Filing for Period Ended June 30
---------------------------------------------------------------
NowAuto Group Inc. said it could not timely file its annual report
on Form 10-K for the period ended June 30, 2010, with the
Securities and Exchange Commission.

NowAuto Group, Inc., operates three buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.

The Company's balance sheet at March 31, 2010, showed $4.6 million
in total assets and $12.5 million in total liabilities, for a
total stockholders' deficit of $7.8 million.

In its March 2010 quarterly report, the Company indicated it
sustained a material loss in the year ended June 30, 2005, and
continued to sustain material losses through March 31, 2010.  This
raises substantial doubt about its ability to continue as a going
concern.


OMEGA HEALTHCARE: S&P Assigns 'BB+' Rating on $225 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Omega Healthcare Investors Inc.'s proposed $225 million 6.75%
senior unsecured notes due 2022.  At the same time, S&P assigned
its '2' recovery rating to the notes, which reflects its
expectation for a substantial (70%-90%) recovery in the event of a
payment default.  The note offering does not affect S&P's 'BB'
corporate credit rating and positive outlook on Omega.

Hunt Valley, Md.-based Omega intends to use the proceeds from the
offering to repay borrowings under its secured credit facility.
The company drew on the credit facility, in part, to fund the $588
million acquisition of 103 long-term-care facilities from
CapitalSource Inc. (B+/Negative/C) in June 2010.  Omega is a
smaller REIT with a portfolio of 395 skilled-nursing and assisted-
living facilities.  S&P expects Omega's leverage to gradually
improve as cash flow from the recently acquired properties boosts
EBITDA.  S&P expects debt to EBITDA to be closer to 4.5x by year-
end.  S&P also expect fixed-charge coverage to remain near 3.0x
despite the higher interest cost on the proposed notes relative to
the current credit facility borrowings.

                            Ratings List

                  Omega Healthcare Investors Inc.

  Corporate credit                                BB/Positive/--

                         Rating Assigned

                  Omega Healthcare Investors Inc.

        6.75% senior unsecured notes due 10/15/2022    BB+
          Recovery rating                              2


OMNICITY CORP: Files Amendment to Form 10-K for Fiscal 2009
-----------------------------------------------------------
Omnicity Corp. filed on September 29, 2010, Amendment No. 1 to its
annual report for the fiscal year ended July 31, 2009, as
originally filed on October 23, 2009, in response to certain
comments from the U.S. Securities and Exchange Commission to the
Company about its annual report.

The Company reported a net loss of $2.6 million on $1.7 million of
revenue for fiscal 2009, compared to a net loss of $979,861 on
$1.0 million of revenue for fiscal 2008.

The Company's balance sheet at July 31, 2009, showed $3.3 million
in total assets, $4.4 million in total liabilities, and a
stockholders' deficit of $1.1 million.

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

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

                       About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

                          *     *     *

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its results for fiscal 2009.  The independent auditors
noted that Company has suffered recurring losses and had negative
cash flows from operations.


OMNICITY CORP: Restates Q1 FY 2010 Financials, Posts $644,136 Loss
------------------------------------------------------------------
Omnicity Corp. filed on September 29, 2010, Amendment No. 1 to
its quarterly report on Form 10-Q for the quarterly period ended
October 31, 2009, as originally filed on December 21, 2009, in
response to certain comments from the U.S. Securities and Exchange
Commission to the Company about its quarterly report.

The Company reported a restated net loss of $644,136 on $617,000
of revenue for the three months ended October 31, 2009, compared
with a net loss of $403,257 on $327,733 of revenue for the three
months ended October 31, 2008.

The Company's balance sheet at October 31, 2009, showed
$3.9 million in total assets, $4.4 million in total liabilities,
and a stockholders' deficit of $510,101.

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

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

                       About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

                          *     *     *

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its results for fiscal 2009.  The independent auditors
noted that Company has suffered recurring losses and had negative
cash flows from operations.


PAUL BARDOS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paul Phillip Bardos
          dba Cadmus Construction Co.
        8034 Camino Predera
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 10-41455

Chapter 11 Petition Date: September 29, 2010

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

Judge: Thomas B. Donovan

Debtor's Counsel: Martha A. Warriner, Esq.
                  REID & HELLYER APC
                  P.O. Box 1300
                  Riverside, CA 92502
                  Tel: (951) 682-1771
                  Fax: (951) 686-2415
                  E-mail: mwarriner@rhlaw.com

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

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

A list of the Debtor's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-41455.pdf


PCS EDVENTURES: SEC Commences Civil Action in Idaho
---------------------------------------------------
PCS Edventures!.com said that the Securities and Exchange
Commission had filed a civil action against the Company as well as
its Chief Executive Officer and former Chief Financial Officer in
U.S. District Court for the District of Idaho.

The Company has been informed that two class action lawsuits
involving similar allegations have been filed on behalf of
shareholders who purchased shares of the Company's common stock
during the period between March 28, 2007, and August 15, 2007.

The Company has not yet been served with either complaint.

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

The Company's balance sheet as of June 30, 2010, showed
$1.64 million in total assets, $480,236 in total liabilities, and
a stockholders' equity of $1.16 million.

                          *     *     *

M&K CPAS PLLC expressed substantial doubt about the Company's
ability to continue as a going concern, following its fiscal 2010
results.  The firm noted that the Company has suffered reoccurring
losses and negative cash flow from operations.


PETER GOULD: MORs, UST Fees Not Prerequisite for Final Decree
-------------------------------------------------------------
The Hon. Alan H. S. Shiff grants Peter J. Gould's motion for final
decree closing his Chapter 11 case, over the objection of the
United States Trustee.  The resulting controversy is motivated by
Mr. Gould's intention to terminate his obligation to pay post-
confirmation quarterly fees and the U.S. Trustee's determination
to collect them.

Judge Shiff says the estate has been fully administered as the
confirmation order is final, all payments have been made in
accordance with Mr. Gould's second amended plan, all other
distributions due under the plan have been made, and there are no
outstanding motions, contested matters or adversary proceedings.

Judge Shiff explains that despite the fact that the court's order
confirming Mr. Gould's plan concludes by ordering Mr. Gould "to
file a Final Report with an Application for Final Decree . . .",
the court notes that the Administrative Office no longer requires
the reporting of the statistical information collected in that
report.  Thus, under the AO's 2008 directive, cases in the
Connecticut court are routinely closed without filing a closing
report.

Judge Shiff also holds that neither the text of Sec. 350(a) of the
Bankruptcy Code and Fed. R. Bankr. P. 3022, nor the comments and
cases that construe "fully administered", support the U.S.
Trustee's argument for post-confirmation quarterly fees payment.

On October 1, 2009, the U.S. Trustee filed a motion to compel Mr.
Gould to pay post-confirmation chapter 11 quarterly fees and to
file Monthly Operating Reports.  The motion was granted on
November 5, 2009.  On December 3, 2009, Mr. Gould filed multiple
MORs, and on December 21, 2009, he filed amended MORs.  On
December 4, 2009, the U.S. Trustee notified Gould that he owed
post-confirmation quarterly fees in the amount of $20,475 for
quarters from July 2006 through the third quarter of 2009.  On
December 18, 2009, Gould tendered a check for $6,350.00.

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

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100930777

Peter J. Gould commenced his chapter 11 case (Bankr. D. Conn.
03-51180) on August 22, 2003.  His second amended plan of
reorganization was confirmed on November 29, 2004.  Thereafter,
the management of the case was consumed by litigation which caused
the case to remain open.  Peter L. Ressler, Esq., at Groob,
Ressler & Mulqueen PC, in New Haven, serves as his bankruptcy
counsel.


PHILADELPHIA NEWSPAPERS: Court Again Approves Sale to Lenders
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Philadelphia Newspapers LLC once again has a
confirmed Chapter 11 plan as secured lenders, for a second time,
were authorized to purchase the publisher of the Philadelphia
Inquirer and Philadelphia Daily News for $105 million in cash.
The bankruptcy judge in Philadelphia approved the sale and
confirmed the revised plan at a hearing September 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.

After another auction on September 23, the lenders again emerged
as the winning bidder with a $110 million offer, lower than what
the group offered last April.  The lenders group surpassed the $85
million offer of local philanthropist and business mogul, Raymond
Perelman.

The new auction bars the successful bidder from refusing to
complete the acquisition.

According to Mr. Rochelle, the terms of the revised plan:

  -- As with the prior version of the plan, 2.3% of the stock will
     be distributed to holders of $110 million in unsecured debt
     claims.  Creditors under this class would get 1.5%.

  -- $1.09 million in cash will be estimated for general unsecured
     creditors with claims estimated at $4.2 million.  Claims in
     the class could grow by $12.8 million if the claim of
     McClatchy Co. is allowed.  Claims in the class will increase
     another $150 million if the buyer doesn't take over pension
     claims.  The recovery for general unsecured creditors will
     range from under 1% to 23%.

  -- Secured lenders, with claims of $318.8 million, will receive
     cash left over from the sale plus the value of real estate
     estimated to be worth $29.5 million.  The plan required
     the lenders to waive their deficiency claims.

According to The Associated Press, the lenders group surpassed the
$85 million offer of local philanthropist and business mogul,
Raymond Perelman.

                    About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers estimated assets and debts of $100 million
to $500 million in its bankruptcy petition.


POSEIDON POOL: Pre-Trial in Arbore Suit Continued to Oct. 26
------------------------------------------------------------
In Andrew M. Thaler, Trustee, Estate of Poseidon Pool & Spa
Recreational, Inc., v. Estate of Vincent J. Arbore, Deceased,
Diane Arbore, in her capacity as Executrix of the Estate of
Vincent J. Arbore, Diane Arbore, Ann Arbore, Peter Arbore, Jayvin
Arbore, Allison Arbore, Michael Arbore, Katherine Arbore, Alan
Arbore, James Arbore, Rosa Dinicolo and Rita Cannillo, Adv. Proc.
No. 06-8222 (Bankr. E.D.N.Y., September 30, 2010), the Hon.
Dorothy Eisenberg finds by a preponderance of the evidence that
the Debtor was insolvent or rendered insolvent from July 1, 2003,
and thereafter but is unable to find that the Debtor was insolvent
from May 24, 2002 to June 30, 2003, under section 513(a) of N.Y.
BUS. CORP. LAW.  Judge Eisenberg will continue pre-trial
conference in the adversary proceeding on October 26, 2010, at
10:00 a.m.

On June 8, 2006, the Debtor sued the Defendants seeking the return
of payments made by the Debtor to Mr. Arbore and his estate
pursuant to a Redemption Agreement within one year of the Debtor's
bankruptcy filing on the grounds that the Debtor received no
consideration in exchange for the payments under the Redemption
Agreement, that the Debtor was insolvent commencing on or about
January 1, 2005, and the payments were made at a time when the
Debtor was insolvent, thereby rendering the payments fraudulent or
voidable transfers under, inter alia, 11 U.S.C. Sec. 544 and 550,
NEW YORK DEBTOR AND CREDITOR LAW Sec. 270 et. al. and NEW YORK
BUSINESS CORPORATION LAW Sec. 513(a).   The Debtor sought to
recover payments made from January 1, 2005 to the Petition date.

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

      http://www.leagle.com/unsecure/page.htm?shortname=inbco20100930787

The Chapter 7 Trustee is represented by:

          Kim D. Victor, Esq.
          THALER & GERTLER, LLP
          90 Merrick Avenue, Suite 400
          East Meadow, NY 11554
          Telephone: (516) 228-3553
          Facsimile: (516) 228-3396
          E-mail: victor@thalergertler.com

Arbore et al. are represented by:

          Linda S. Agnew, Esq.
          JASPAN SCHLESINGER HOFFMAN LLP
          300 Garden City Plaza, 5th Floor
          Garden City, NY 11530
          Telephone: 516-393-8228
          Facsimile: 516-393-8282
          E-mail: lagnew@jaspanllp.com

Poseidon Pool & Spa Recreational, Inc., sold pools, spas and
related items to retail customers.  Mr. Arbore was an employee,
officer and director of the Debtor.  He was also a shareholder of
the Debtor with a one-third ownership interest.  Poseidon Pool
filed for chapter 11 bankruptcy relief (Bankr. E.D.N.Y. Case No.
05-87603) on October 7, 2005.  In its bankruptcy petition and
schedules, the Debtor disclosed $541,501 in assets and $3,937,364
in liabilities as of the Petition Date.  The Debtor subsequently
amended its petition to include an additional $750,000 of general
unsecured liabilities.

Andrew Thaler, Esq., was appointed the Chapter 11 Operating
Trustee on September 12, 2006.  The case was subsequently
converted to a chapter 7 on the Operating Trustee's motion on
September 21, 2006, and Mr. Thaler was appointed as the Chapter 7
trustee.


PROMETRIC INC: S&P Raises Rating to 'BB-', Gives Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Baltimore,
Md.-based Prometric Inc. to 'BB-' from 'B+'.  The rating outlook
is positive.

In addition, S&P revised its recovery rating on the company's
senior credit facility to '1', indicating its expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default, from '2'.  S&P raised the issue-level rating on this debt
to 'BB+' -- two notches higher than the 'BB-' corporate credit
rating--in accordance with S&P's notching criteria for a '1'
recovery rating.  The revised recovery rating reflects the
significant prepayment of the term loan, ahead of the required
amortization schedule, since the company was acquired in October
2007.

Prometric had total debt of $243 million at June 30, 2010.

"The upgrade reflects Prometric's improved profitability, good
discretionary cash flow, and lower leverage," said Standard &
Poor's credit analyst Hal Diamond.

S&P believes that the company will be able to continue to grow
revenues at a low-single-digit percentage rate while increasing
EBITDA at a mid-single-digit percentage rate in full-year 2010 and
2011.  This will enable the company to continue to generate
meaningful discretionary cash flow, and provide the ability to
reduce lease-adjusted total leverage to below 2.5x and widen the
margin of compliance with the senior leverage ratio to over 30%
from a current level of 9%.

The 'BB-' rating reflects Prometric's relatively stable operating
performance, along with S&P's expectation that leverage will
continue to decline.  S&P views the company's business risk
profile as "fair" given its good position in the highly
concentrated and competitive standardized-test delivery market.
Prometric is the larger of two principal providers of computer-
based testing services; U.K.-based Pearson PLC owns its main
competitor, Pearson VUE.  Prometric serves the academic,
financial, information technology, government, professional
associations, and health care market segments; the corporate
sector accounts for less than 5% of revenues.


PRUDENTIAL FINANCIAL: Fitch Affirms Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed the 'BBB+' issuer default and 'BBB'
senior debt ratings of Prudential Financial Inc. upon the
company's announcement that it plans to acquire two Japanese
life insurance companies from American International Group for
$4.8 billion.  At the same time, Fitch has affirmed the 'A+'
Insurer Financial Strength ratings of Prudential Insurance
Company of America and all of the group's ratings.  The Outlook
for all ratings is Stable.  A complete list of ratings is
provided at the end of this release.

The affirmation follows a review of the planned acquisition and
its financing, as well as implications for existing ratings
assigned to PFI and its affiliates.

Fitch believes the acquisition of AIG Star Life Insurance Co.
Ltd. and AIG Edison Life Insurance Co. (Star/Edison), which is
expected to close in the first quarter of 2011, will strengthen
PFI's already strong position in the Japanese life insurance
market, adding significant scale and distribution capacity as well
as an additional source of stable earnings going forward.
Mortality-based earnings in Japan are already the most important
source of earnings for PFI, helping to offset the impact of equity
market volatility related to variable annuities in the U.S.
operations.

The $4.8 billion consideration paid by PFI to AIG is expected to
consist of $4.2 billion of cash and $600 million of assumed third-
party debt.  Fitch expects the cash consideration to be funded by
$1.7 billion of available capital, the issuance of $1.2 billion of
senior debt and $1.3 billion of common equity.

Following the close of the transaction, Fitch expects PFI's
equity-adjusted financial leverage to increase modestly but remain
within Fitch's expectations.  At June 30, 2010, Fitch's equity
adjusted leverage was 25%.  Fitch expects PFI's GAAP EBIT-to-
interest expense coverage ratio to remain in the range of 5-6
times.  The Total Financing and Commitments ratio is expected to
remain at 1.3x on a pro forma basis.

Fitch has affirmed these ratings with a Stable Outlook:

Prudential Financial, Inc.

  -- Long-term Issuer Default Rating at 'BBB+';
  -- Senior notes at 'BBB';
  -- Junior subordinated notes at 'BB+';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

Prudential Insurance Company of America

  -- Insurer Financial Strength at 'A+';
  -- Long-term IDR at 'A';
  -- Surplus notes at 'A-';
  -- Short-term IDR at 'F1'.

Prudential Funding, LLC

  -- Medium-term notes at 'A';
  -- Commercial paper at 'F1'.

PRICOA Global Funding I

  -- Secured notes program at 'A+'.

PRUCO Life Insurance Company
Prudential Annuities Life Assurance Corp.
Prudential Retirement Insurance & Annuity Company
PRUCO Life Insurance Company of New Jersey

  -- IFS at 'A+'.

Prudential Bank & Trust, FSB

  -- Long-term IDR at 'BBB+';
  -- Long-term deposit at 'A-';
  -- Short-term IDR at 'F2';
  -- Short-Term deposit at 'F1';
  -- Individual at 'B/C';
  -- Support at '1'.


QUICK-MED TECHNOLOGIES: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------------
Quick-Med Technologies, Inc., filed on September 29, 2010, its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

Daszkal Bolton LLP, in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2010. and 2009, and has a net capital
deficiency.

The Company reported a net loss of $3.6 million on $993,943 of
revenue for fiscal 2010, compared with a net loss of $2.0 million
on $1.0 million of revenue for fiscal 2009.

The Company says its current cash balance of $628,026 as of
June 30, 2010, coupled with accounts receivable of $336,077, of
which roughly $200,000 have been subsequently collected after
June 30, 2010, will satisfy its cash requirements for roughly more
than five (5) months assuming no further receipt of revenues and
additional debt or equity financing.

The Company's balance sheet at June 30, 2010, showed $1.3 million
in total assets, $7.6 million in total liabilities, and a
stockholders' deficit of $6.3 million.

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

               http://researcharchives.com/t/s?6bf4

                   About Quick-Med Technologies

Gainesville, Fla.-based Quich-Med Technologies, Inc. is a life
sciences company that develops proprietary technologies for the
medical and consumer healthcare markets.


RADIO ONE: Discloses Add'l Extension of Pending Exchange Offer
--------------------------------------------------------------
Radio One, Inc. had further extended the expiration time of its
previously announced exchange offer for its 8-7/8% Senior
Subordinated Notes due 2011 (the "2011 Notes") and its 6-3/8%
Senior Subordinated Notes due 2013 (the "2013 Notes," and together
with the 2011 Notes, the "Existing Notes"), and the related
consent solicitation, to 5:00 p.m., New York City time, on
October 22, 2010.  As of 5:00 p.m., New York City time, on
September 30, 2010, approximately 92% of the outstanding Existing
Notes had been validly tendered into the exchange offer and not
withdrawn.  At the previously scheduled expiration time, the
conditions necessary to consummate the exchange offer as set forth
in the Company's Exchange Offer and Consent Solicitation Statement
and Offering Memorandum, dated June 16, 2010 (the "Offering
Memorandum"), were not satisfied and, as a result, the Company has
determined to further extend the exchange offer.

The Company believes that it continues to make significant
progress in reaching an agreement with the members of the ad hoc
group of holders of a significant portion of its Existing Notes
relating to certain amendments to the terms of the exchange offer
and the related exchange notes, including the conditions to the
exchange offer, and with its lenders under its existing senior
secured credit facility relating to an amendment thereto.

As previously reported, the agent under the Company's existing
senior secured credit facility delivered a payment blockage notice
to the trustee under the indenture relating to the 2013 Notes on
August 5, 2010, and neither the Company nor any of its
guaranteeing subsidiaries was permitted to make the scheduled
interest payment on such notes due August 16, 2010.  The 30-day
grace period provided in the indenture expired on September 15,
2010.  As a result, there currently exists an event of default
under the indenture relating to the 2013 Notes.  In addition, the
Company's forbearance agreement with its lenders relating to
certain defaults and events of defaults under the existing senior
secured credit facility expired in accordance with its terms on
September 10, 2010. Based on its constructive dialogue with the
members of the ad hoc group and its existing lenders, the Company
does not expect such members of the ad hoc group or its existing
lenders to exercise any remedies under such indenture or senior
secured credit facility, as applicable, in the near term. At this
time, however, the Company can provide no assurances that holders
of the 2013 Notes or its existing lenders will not exercise any
such remedies, that it will ultimately reach an agreement with the
members of the ad hoc group and its existing lenders or that such
parties will enter into a new support agreement to replace the
prior agreement that expired in accordance with its terms on
September 1, 2010 or a new forbearance agreement, as applicable.

Except as set forth herein, the terms of the exchange offer and
related consent solicitation and subscription offer remain the
same as set forth in the Offering Memorandum and the related
offering materials previously distributed to eligible holders.

The offers are only made, and copies of the offering documents
will only be made available, to holders of Existing Notes that
have certified certain matters to the Company, including their
status as a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3), or (7) under the
Securities Act or as a "non-U.S. Person" within the meaning of the
Securities Act (together, "eligible holders").  BNY Mellon
Shareowner Services is acting as exchange agent, information agent
and subscription agent and may be contacted at (800) 777-3674 or
(201) 680-6579.

                            About Radio One

Lanham, Maryland-based Radio One, Inc. (Nasdaq:  ROIAK and ROIA)
-- http://www.radio-one.com/-- is a diversified media company
that primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.

The Company owns a controlling interest in Reach Media, Inc. --
http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning
Show and other businesses associated with Tom Joyner.  Beyond its
core radio broadcasting business, Radio One owns Interactive One
-- http://www.interactiveone.com/-- an online platform serving
the African-American community through social content, news,
information, and entertainment, which operates a number of branded
sites, including News One, UrbanDaily, HelloBeautiful, Community
Connect Inc. -- http://www.communityconnect.com/-- an online
social networking company, which operates a number of branded Web
sites, including BlackPlanet, MiGente, and Asian Avenue and an
interest in TV One, LLC -- http://www.tvoneonline.com/-- a
cable/satellite network programming primarily to African-
Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.


RAFAELLA APPAREL: Delays Filing of Form 10-K for Fiscal 2010
------------------------------------------------------------
Rafaella Apparel Group, Inc., disclosed in a regulatory filing
Wednesday that its annual report on Form 10-K for the fiscal year
ended June 30, 2010, could not be filed within the prescribed time
period without an unreasonable effort and expense.

The Company currently has outstanding senior secured notes which
mature on June 15, 2011, and an amended and restated credit
facility with HSBC Bank USA, National Association which expires on
June 10, 2011.  The Company says it is currently exploring and
evaluating various strategic and restructuring alternatives,
including but not limited to long-term financing, with respect to
both the Senior Notes and the Credit Facility in advance of their
respective maturity and expiration dates.  As of June 30, 2010,
the Company had cash on hand of roughly $20.6 million, outstanding
principal amount of Senior Notes of roughly $71.9 million, no
direct debt borrowings with respect to its Credit Facility, and
roughly $10.2 million of letters of credit outstanding under the
Credit Facility.

The Company says that as a result of the substantial resources and
considerable time and effort the Company has devoted to evaluating
various strategic and restructuring financing alternatives, its
ability to complete its financial statements required to be
disclosed on a timely basis have been impacted.

To-date, however, the Company has not been able to effect a
restructuring or alternative financing.  In the event that it is
not able to effect a restructuring or alternative financing prior
to the filing of its Form 10-K, the Company anticipates that its
Form 10-K will contain a reference to the fact that the absence of
such a restructuring or alternative financing raises substantial
doubt about its ability to continue as a going concern.

The Company expects that it will file its Form 10-K on or before
October 13, 2010.

                   About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.  The Company
outsources the manufacturing and production of its clothing line
to factories primarily in Asia.  It sells directly to department,
specialty and chain stores and off-price retailers.

The Company's balance sheet at March 31, 2010, showed
$82.3 million in total assets, $87.5 million in total
liabilities, $59.1 million in redeemable convertible preferred
stock, and a stockholders' deficit of $64.3 million.


ROBERT CRUMLEY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Robert L. Crumley
               Kimberly T. Crumley
               2479 Athens Hwy
               Gainesville, GA 30507-7455

Bankruptcy Case No.: 10-24348

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P.O. Box 2758
                  Gainesville, GA 30501-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.com

Scheduled Assets: $125,324

Scheduled Debts: $1,036,055

A list of the Joint Debtors' 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-24348.pdf


ROBERT MICHAEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert C. Michael
        5650 N. Central Avenue
        Chicago, IL 60646

Bankruptcy Case No.: 10-43640

Chapter 11 Petition Date: September 29, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Abraham Brustein, Esq.
                  Julia Jensen Smolka, Esq.
                  DIMONTE & LIZAK, LLC
                  216 West Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext. 221
                       (847) 698-9600 Ext. 231
                  Fax: (847) 698-9623
                  E-mail: abrustein@dimonteandlizak.com
                          jjensen@dimonteandlizak.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-43640.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&G Properties                        09-37463            10/08/09


ROBERT VICKERY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert A. Vickery
        630 Marine View Drive
        Del Mar, CA 92014

Bankruptcy Case No.: 10-17355

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Arthur Stockton, Esq.
                  STOCKTON LAW OFFICES
                  27322 Calle Arroyo, Suite 36D
                  San Juan Capistrano, CA 92675
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-17355.pdf


ROSLYN LANE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roslyn Lane LLC
        P.O. Box 2773
        La Jolla, CA 92038

Bankruptcy Case No.: 10-17563

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Kit J. Gardner, Esq.
                  LAW OFFICES OF KIT J. GARDNER
                  501 W. Broadway, Suite 800
                  San Diego, Ca 92101
                  Tel: (619) 525-9900
                  E-mail: kgardner@gardnerlegal.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-17563.pdf

The petition was signed by V.B. Cushman, president of Commerce
Resource Inc., managing member.


ROBERT WOOD: Moody's Downgrades Rating on $10.4 Mil. Debt to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the long-term debt rating
to Ba3 from Ba2 on Rahway Hospital's, now known as Robert Wood
Johnson University Hospital at Rahway, $10.4 million of
outstanding debt.  The downgrade is reflective of a continued
decline in operating performance in FY 2009 and continuing through
the first seven months of fiscal year 2010, and Moody's
expectation that Rahway will end FY 2010 with the second
consecutive year of operating losses, placing pressure on the
balance sheet to maintain liquidity.  The outlook has been revised
to negative from stable at the Ba3 rating given the material
declines in volumes and the fundamental challenges facing the
hospital as it seeks to repair its current financial profile.

                        Ratings Rationale

Legal Security: Series 1998 bonds are secured by a gross revenue
pledge of Rahway Hospital.  The Series 2003 bonds ($11 million)
are backed by a Letter of Credit from Wells Fargo Bank and rated
Aa2/VMIG1.  The Letter of Credit expires August 15, 2012.
Covenants include 65 days cash on hand measured semiannually and
1.25 times rate covenant measured quarterly based on past twelve
months performance.

Interest Rate Derivatives: Floating-to-floating rate swap with
Wells Fargo Bank based on $11 million notional amount; expires
2014; management reports that there are no collateral
requirements.

                           Challenges

* Material 12% decline in inpatient admissions and observation
  stays in FY 2009 from FY 2008 and continued 11% decline through
  seven months of FY 2010

* Decline in operating performance through seven months of FY 2010
  with an operating loss of $1.75 million (-2.3% operating margin)
  and operating cash flow of $1.8 million (2.4% operating cash
  flow margin) compared to an operating loss of $203 thousand (-
  0.3% operating margin) and operating cash flow of $3.2 million
  (4.2% operating cash flow margin) during the same period last
  year

* Decline in cash position as of July 31, 2010 with unrestricted
  cash and investments down to $24.1 million or 69 days cash on
  hand from $26.6 or 75.7 days (Moody's days cash on hand
  computation does not exclude bad debt expense)

* High reliance on Medicare, 58% of revenues; no Blue Cross Blue
  Shield contract for many years

* Location in competitive and fragmented market of Union and
  Middlesex counties with other sizable community hospitals
  providing a larger array of services than Rahway; stagnant and
  aging population demographics in Rahway's primary service area
  also impair performance

* High age of plant (19.9 years) due to low level of capital
  spending the last several years ($5.0 million in FYE 2009)

* While A2-rated Robert Wood Johnson University Hospital (New
  Brunswick) is the long standing legal parent of Rahway, Moody's
  does not expect any financial assistance to Rahway at this time

* Currently in ongoing negotiations with Rahway's largest managed
  care plan for a new contract

* Half of outstanding debt is variable rate exposing the hospital
  to put risk and bank risk

                            Strengths

* Management proactively engaged turnaround consulting firm to
  examine productivity, non-salary expenses, revenue cycle,
  managed care rates, and help with strategic planning; plan goes
  to the Board on October 26, 2010, for review

* Robert Wood Johnson University Hospital has aided Rahway with
  its strategic planning and financial planning efforts

* Cash to debt remains above average for the Ba category at 112.5%
  as of July 31, 2010, although the trend is declining

                   Recent Developments/Results

The downgrade to Ba3 from Ba2 and negative outlook reflects the
recent material decline in volumes and the impact on financial
performance.  Through the first seven months of FY 2010 ending
July 31, 2010, operating performance has declined to an operating
loss of $1.75 million (-2.3% operating margin) and operating cash
flow of $1.8 million (2.4% operating cash flow margin) compared to
smaller $340 thousand operating loss (-0.3% operating margin) and
stronger operating cash flow of $5.3 million (4.0% operating cash
flow margin) in FY 2009.  Management proactively hired a
turnaround consultant but does expect to make the 1.25 times rate
covenant measured at September 30, 2010 and December 31, 2010
after realizing $2 million in reserve funds due through 3rd party
adjustments.

The financial downturn for Rahway is driven by a material decline
in admissions and observation stays (11%), outpatient visits
(6.7%) and emergency room visits (14%) through July 31, 2010
compared to July 31, 2009.  These recent trends follow a 12%
decline in admissions and observation stays in FY 2009 from FY
2008.  As a result, absolute revenues have declined 1.7% through
July 31, 2010, compared to the prior year period.  According to
management, the volume decline reflects the current recession and
a reduction in elective services, as well as a 20% decline in out-
of-network commercial insurance visits.  For many years Rahway has
not had a contract with one of the largest payers in the state;
and is presently renegotiating the Aetna contract which expired in
June.

The operating losses in FY 2009 and year to date performance has
had a negative impact on the balance sheet.  Unrestricted cash and
investments is down to $24.1 million or 69 days cash as of
July 31, 2010, from $26.6 million (75.7 days cash) at the end of
FY 2009.  This declining cash position likely will limit the
hospital's ability to face the challenges of a highly competitive
market.  It furthermore reduces the ability of the hospital to
invest in the facility (average age of plant is a very high 19.9
years in FY 2009 compared to the national median of 10 years) and
improve the underfunded position of the frozen pension plan (73%
funded pension plan at FYE 2009).  Cash is conservatively invested
in 99.7% cash and equivalents and 0.3% traditional equities.

To its credit, management made structural changes to the expense
base in April 2010.  These changes include a salary reduction of
10% for management and 5% for staff, suspension of the match to
the defined contribution plan, and supply expense reduction
through a new g.p.o.  The FTE count was reduced over the last year
through a 10 FTE layoff in November 2009, some resignations
following salary reductions, and closely monitoring any open
positions before hiring.  All of the expense reductions have
produced $3.9 million in expense savings.  Moody's restates bad
debt as an expense item in the interim financial statements.  Even
though bad debt expense grew, management held expenses flat
through July 31, 2010, compared to the prior year period.  Rahway
expects to end the year with an operating loss of $1.2 million
barring any further declines in volume.

Management engaged a turnaround consultant, Quorum Health
Resources, to examine productivity, revenue cycle, non-salary
costs, managed care contracts, and to help with strategic
planning.  The report from the consultants is due to be presented
to the Board at the end of October 2010.  Management has indicated
that Quorum is acceptable to the bond issuing authority in the
event that the hospital does not meet its rate covenant.

Rahway's service area remains crowded with many other community
hospitals in Union and Middlesex counties.  The immediate service
area continues to age as evidenced by the above average Medicare
exposure (58% of revenue).  As with many providers in the area,
Rahway does not have any material service niche to distinguish
itself and is a small-sized provider with $135 million in revenues
in FY 2009.  However, for many years Rahway has had a legal
affiliation with A2 rated Robert Wood Johnson University Hospital
(RWJUH) although RWJUH does not guaranty the bonded debt of
Rahway.  RWJUH has indicated that it does not foresee providing
any financial assistance to Rahway at this time.  The CEO of RWJUH
has been actively engaged in recent financial decisions of Rahway
including the hiring of an outside turnaround firm.

                             Outlook

Moody's negative outlook reflects fundamental challenges facing
the hospital and expectations that FY 2010 will likely show
another year of weaker financial results.

                 What could change the rating -- Up

Unlikely given the negative outlook, however, an upgrade would be
a function of material improvement in operating performance that
is sustainable; gains in liquidity; substantial volume gains

                What could change the rating -- Down

Continued decline in operating performance from current levels;
decline in liquidity; continued decline patient volumes

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Robert Wood Johnson
     University Hospital at Rahway And Affiliates

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

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

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,399; 7,784

* Total operating revenues: $138.6 million; $135,119 million

* Moody's-adjusted net revenue available for debt service:
  $14.5 million; $7.7 million

* Total debt outstanding: $25.8 million; $23.4 million

* Maximum annual debt service (MADS): $3.6 million; $3.6 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 4.03 times; 2.15 times

* Debt-to-cash flow: 2.03 times; 3.79 times

* Days cash on hand: 91.7days; 78.4 days

* Cash-to-debt: 124.7%; 120.2%

* Operating margin: 4.5%; -0.3%

* Operating cash flow margin: 8.7%; 4.0%

Outstanding Bonds (as of July 31, 2010)

  -- Series 1998: $10.4 million outstanding; Ba2

  -- Series 2003: $11 million outstanding; LOC from Wells Fargo;
     Aa2/VMIG1

The last rating action was on October 14, 2009, when the bond
rating of Rahway Hospital was affirmed at Ba2 and the outlook was
revised to stable from positive.


ROCK & REPUBLIC: Wins Court Nod to Proceed With Sale Talks
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge agreed to
let Rock & Republic Enterprises Inc. proceed with exclusive sale
talks with a buyer that's offering at least $33 million in
exchange for the apparel company's assets.

Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court in Manhattan
Earlier extended Rock & Republic'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.  Rock &
Republic said in its request for an extension that it had been
busy hunting for a strategic partner to assist it in crafting a
reorganization plan and that it is in talks with a newly formed
entity called GR Acquisition LLC, which offered to purchase its
assets for at least $33 million.

                        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).


SANDY CREEK: S&P Affirms 'BB-' Rating After Annual Review
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
ratings on Sandy Creek Energy Associates L.P., following the
completion of S&P's annual review.  SCEA is a Delaware-based
special-purpose, bankruptcy-remote limited partnership formed to
build, finance, own, and operate the Sandy Creek Energy Station.

The '2' recovery rating on the facilities remains unchanged.  It
indicates substantial recovery (70%-90%) of principal in a default
scenario.  A $170 million senior secured term loan at holding
company Sandy Creek Holdings LLC is unrated.  The outlook is
stable.

The rating on SCEA's $835 million first-lien senior secured credit
facilities is 'BB-', and consists of $735 million of construction
loans and $100 million of tax-exempt notes.  At the time of the
original financing in August 2007, the construction loan amount
available was $1 billion.  SCEA raised $100 million of tax-exempt
financing in two tranches in October 2007 and February 2008,
reducing the construction loan amount to $900 million.  The
project subsequently resized this $900 million loan to
$735 million when a sale of a portion of the ownership interest
occurred in June 2008.

The stable outlook reflects S&P's expectation of greater cash flow
certainty after SCEA entered into another PPA with LCRA.  S&P
could raise the ratings if SCEA can further execute additional
long-term PPAs, resulting in a greater percentage of capacity
under contract.  S&P could change the outlook to negative or lower
ratings if there are substantial construction issues, if
environmental-compliance costs go up, market dynamics in ERCOT
deteriorate.
Also, if the facility's net revenues are weaker than projected
resulting in Opco-level cash available for debt service to
mandatory debt service falling below 1.75 times from the expected
range of 2.0x, S&P could take a negative action.  A ruling against
SCEA in the Sierra Club lawsuit that it did not comply with
existing environmental laws or violated provisions of the Clean
Air Act could also negatively affect the outlook and ratings.

                           Ratings List

                         Ratings Affirmed

                Sandy Creek Energy Associates L.P.

                          Senior Secured

       $200 mil term bank ln due 2015           BB-/Stable
        Recovery Rating                         2
       $800 mil construction bank ln due 2015   BB-/Stable
        Recovery Rating                         2


SANTA FE GOLD: Stark Schenkein Raises Going Concern Doubt
---------------------------------------------------------
Santa Fe Gold Corporation filed on September 28, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Stark Schenkein, LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has no current significant
source of operating revenues, has a working capital deficit and
needs to secure financing to remain a going concern.

The Company reported a net loss of $1.2 million on $320,145 of
revenue for fiscal 2010, compared with a net loss of $5.5 million
on $72,624 of revenue for fiscal 2009.

As of June 30, 2010, the Company had cash and cash equivalents of
roughly $5.5 million as compared to $509,846 at June 30, 2009.  As
of June 30, 2010, the Company had a working capital deficit of
$5.4 million, which is attributable to the current portion of its
non-cash derivative instrument liabilities of $9.8 million.  The
Company had a working capital deficit of $664,108 as of June 30,
2009.

The Company's balance sheet at June 30, 2010, showed $27.4 million
in total assets, $25.5 million in total liabilities, and
stockholders' equity of $1.9 million.

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

               http://researcharchives.com/t/s?6bf2

                       About Santa Fe Gold

Albuquerque, N.M.-based Santa Fe Gold Corporation (OTC BB: SFEG) -
- http://www.santafegoldcorp.com/-- is a U.S. mining company,
incorporated in 1991 in the state of Delaware.  Presently, the
Company has four projects: its Summit silver-gold and Ortiz gold
projects located in New Mexico; and its Black Canyon mica and
Planet micaceous iron oxide projects located in Arizona.  The
Company has constructed a mill and is developing an underground
mine at our Summit silver-gold project, which successfully started
up in 2010.  The Company expects commercial production to be
achieved in 2011.


SCHUTT SPORTS: Temporarily Allowed to Sell Infringing Helmets
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Schutt Sports Inc. received an order from the
bankruptcy judge allowing it to continue selling DNA and ION
helmets through Dec. 31 despite a district court judgment in
August that the products infringe a patent owned by competitor
Riddell Inc.

According to the report, Schutt filed under Chapter 11 to halt
collection of the $29 million infringement judgment.  Unless
Schutt decides to proceed in some aspect of the lawsuit, the
bankruptcy judge declined to allow Riddell to continue the patent
suit that's pending in U.S. District Court in Wisconsin.  The
bankruptcy judge told Riddell it could return to bankruptcy court
for permission to proceed with the suit if conditions change.

In the meantime, the bankruptcy judge is permitting Schutt to
continue selling the infringing helmets through year-end so long
as 6% of the sale price is placed into special escrow account,
according to Mr. Rochelle.

                        About Schutt Sports

Litchfield, Illinois-based Schutt Sports, Inc. -- fka Schutt
Manufacturing Company; aka Schutt Sports Manufacturing Co., Schutt
Sports Distribution Company, and Schutt Athletic Sales Company --
designs, manufactures, distributes and markets team sporting goods
equipment, offering an extensive line of football, baseball and
softball protective gear and complementary accessories.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, assists the
Debtor in its restructuring effort.

Ernst & Young is the Debtor's financial advisor.  Oppenheimer &
Co., Inc., is the Debtor's investment banker.  Logan & Company,
Inc., is the Debtor's claims, noticing and balloting agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.

Affiliates Circle System Group, Inc. (Bankr. D. Del. Case No.
10-12796), Melas, Inc. (Bankr. D. Del. Case No. 10-12797),
Mountain View Investment Co. of Illinois (Bankr. D. Del. Case No.
10-12794), R.D.H. Enterprises, Inc. (Bankr. D. Del. Case No.
10-12798), and Triangle Sports, Inc. (Bankr. D. Del. Case No.
10-12799) filed separate Chapter 11 petitions on September 6,
2010.


SEALY CORP: D. Ellinger and J. Replogle Named Ind. Directors
------------------------------------------------------------
The Board of Directors of Sealy Corporation appointed Deborah G.
Ellinger and John B. Replogle to serve as a independent directors
of the Company.  In addition, the Company appointed Lawrence J.
Rogers, President and Chief Executive Officer of Sealy Corporation
to the Board of Directors.  Also, the Company announced that
Matthew W. King has agreed to step down as a member of the Board
of Directors effective September 28, 2010.  Mr. King did not serve
on any Committees of the Board of Directors and did not have any
disagreements with the Company.

Ms. Ellinger is currently an advisor to Catterton Partners, with
whom she has worked since 2004. As part of her responsibilities
she served as the President of Restoration Hardware as well as the
Chief Executive Officer of Old Mother Hubbard/Wellness Pet Food.
Prior to her work with Catterton, Ms. Ellinger was the Executive
Vice President, Strategy and Business Development for CVS Caremark
Corporation, the largest pharmacy health care provider in the
United States.  She has also held senior level positions at
Staples, Inc. and The Boston Consulting Group Inc., and began her
career with Mellon Financial Corporation.  Ms. Ellinger serves on
the Board of Directors of National Life Group, a financial
services holding company with subsidiaries in life insurance and
asset management.  Ms. Ellinger qualified as a Barrister-at-Law in
London, where she is affiliated with the Inner Temple, and has an
MA and BA in Law and Mathematics from the University of Cambridge
in England.

Mr. Replogle is currently the Chief Executive Officer of Burt's
Bees, Inc, a position he has held since January 2006. Previously,
he was with Unilever where he served as the General Manager of
Unilever's Skin Care division from 2003 until 2006. Prior to
Unilever, Mr. Replogle worked for Diageo, Plc for seven years in a
number of different capacities including President of Guinness
Bass Import Company, Managing Director of Guinness Great Britain
as well as multiple roles in Marketing, Sales and Strategy.  He
started his career with the Boston Consulting Group.  Mr. Replogle
has a Master of Business Administration degree in General and
Entrepreneurial Management from Harvard Business School and a
Bachelor of Arts degree in Political Science from Dartmouth
College.

Mr. Rogers was appointed President and Chief Executive Officer of
Sealy Corporation effective July 22, 2008.  Prior to this
appointment, Mr. Rogers served as Interim Chief Executive Officer
of the Company since March 12, 2008.  From December 15, 2006
through March 12, 2008, Mr. Rogers served as the President, North
America.  Prior to that, Mr. Rogers was President, Sealy
International.  Since joining us in 1979, Mr. Rogers has served in
numerous other capacities within our operations, including
President of Sealy of Canada.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEALY CORP: Posts $16 Million Net Loss in Fiscal Q3
---------------------------------------------------
Sealy Corporation reported results for its third quarter of
fiscal year 2010.  Net sales for the third fiscal quarter were
$346.2 million, a decrease of (1.0)% compared to the same prior
year period.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total
current liabilities, $794.66 million in long-term obligations,
$58.00 million in other liabilities, $875,000 in deferred income
tax liabilities, and a stockholders' deficit of $95.43 million.

Gross profit for the third fiscal quarter decreased by $8.5
million to $137.6 million from the prior year quarter.  Gross
margin declined by 205 basis points to 39.7%, driven primarily by
higher discounting on products that are at the end of their life
cycle in an increasingly competitive market as well as the impact
of inflation on material costs. Partially offsetting these
decreases were improvements in operations efficiencies.

Income from operations for the third fiscal quarter of
$11.6 million was negatively impacted by a non-cash, impairment
charge of $23.0 million related to a write down of the assets of
the company's European segment to their fair market value.  The
impairment is a non-cash charge to earnings and did not affect the
Company's liquidity, cash flows from operating activities or
Adjusted EBITDA for debt covenant purposes. For more information
on these and other various items impacting the period, please
refer to the last table of this release.  Excluding the
impairment, the Company's income from operations would have been
$34.5 million, compared to $39.2 million in the same prior year
period.  The decline was driven by lower sales and higher per unit
material costs.

The net loss for the third quarter was $15.8 million or $0.16 per
diluted share, using a diluted share count of 97.0 million shares.
Excluding the impairment, the Company's net income for the period
would have been $7.1 million based on a 291.6 million diluted
share count, compared to $12.1 million based on a 279.2 million
diluted share count, in the comparable prior year period.  For
further information on the calculation of diluted shares, please
see the attached schedule.

Adjusted EBITDA for the third fiscal quarter decreased 12.6% to
$46.9 million from $53.7 million.  Adjusted EBITDA margin
decreased to 13.5%, compared to 15.4% in the prior year period.

"While our third quarter results reflect the inconsistent industry
demand and on-going pressures in the overall macroeconomic and
retail environment, we remain focused on actions within our
control to drive our future performance.  In light of this
challenging marketplace, we are actively working with our retail
partners to execute promotions that will bring the consumer back
into their stores, while continuing to make investments in new
product rollouts and new product development to drive future sales
growth.  The Sealy Promotional line has now been fully rolled out
and the specialty Embody line rollout will be completed in Q4.
While we would like to have had both rollouts completed faster,
both lines are now performing better than their predecessors and
have shown improvement from the beginning to the end of the
quarter.  In addition, our 2009 Stearns & Foster line continues to
deliver strong growth.  Lastly, we are excited by the progress
made on our Next Generation Posturepedic line, which remains on
track for a January 2011 launch," stated Larry Rogers, Sealy's
President and Chief Executive Officer.

                 Fiscal 2010 Third Quarter Results

Total U.S. net sales decreased 2.2% to $251.0 million from the
third quarter of fiscal 2009.  Wholesale unit volume decreased
0.3%, while wholesale average unit selling price decreased 2.3% on
a year-over-year basis.  The decrease in unit volume is primarily
attributable to lower sales related to the company's Posturepedic
line, offset by the growth of its Stearns & Foster line.  The
decrease in wholesale average unit selling price is due to the
company's response to competitive pressure including a growing mix
of promotional priced bedding as it seeks to capture more sales
with its new Sealy branded products.

International net sales increased $2.3 million, or 2.5%, from the
third quarter of 2009 to $95.1 million.  Excluding the effects of
currency fluctuation, international net sales increased 2.6% from
the third quarter of 2009.  This increase was primarily due to
increased sales in the Canadian market driven by strategic
promotional activity and the success of the company's new Stearns
& Foster line.  Canadian unit volume for the quarter increased
7.4% from the comparable prior year quarter.

Gross profit decreased 5.8% to $137.6 million compared to $146.1
million in the third quarter of fiscal 2009.  Gross profit margin
was 39.7%, a decrease of 205 basis points compared to the prior
year third quarter.  U.S. gross profit margin decreased 353 basis
points to 40.4%.  The decrease in percentage of net sales was
driven primarily by higher discounting on products that are at the
end of their life cycle in an increasingly competitive market, as
well as the impact of inflation on material costs.  Partially
offsetting these decreases were improvements in operations
efficiencies.

Selling, general, and administrative expenses were $107.5 million
for the third quarter of fiscal 2010, a decrease of $2.8 million
versus the comparable period a year earlier primarily due to a
decrease in compensation costs.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6be7

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEARS HOLDINGS: Fitch Assigns 'BB+' Rating on $665 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $665 million
senior secured notes due 2018 that is being offered by Sears
Holdings Corporation.  $165 million is being offered to Holdings'
domestic pension plan through a private placement.  The notes
being offered have a second lien on all domestic inventory and
credit card receivables, essentially representing the same
collateral package that backs the $2.4 billion credit facility on
a first lien basis.  The notes contain provisions which require
Holdings to maintain minimum asset coverage for total secured debt
(failing which the company has to offer to buy notes sufficient to
cure the deficiency at 101%).  The company's asset base provides
lenders strong credit protection and given the significant
collateral that backs both the first and second lien debt, the new
bonds are being rated at the same level as the senior secured
facility and one notch above the company's senior unsecured notes.

The company plans to use proceeds to repay borrowings under its
senior secured revolving credit facility, fund working capital
requirements and capital expenditures, and for general corporate
purposes, including common share repurchases and pension funding
obligations.  Fitch would expect Sears to manage its capital
structure to maintain credit metrics in line with current levels.

Fitch has also affirmed these ratings:

Sears Holdings Corporation

  -- Long-term Issuer Default Rating at 'BB-';
  -- Secured bank facility at 'BB+'.

Sears, Roebuck and Co.

  -- Long-term IDR at 'BB-'.

Sears Roebuck Acceptance Corp.

  -- Long-term IDR at 'BB-';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B';
  -- Senior unsecured notes at 'BB'.

Sears DC Corp.

  -- Long-term IDR at 'BB-';
  -- Senior unsecured notes at 'BB';

Kmart Holding Corporation

  -- Long-term IDR at 'BB-'.

The Rating Outlook is Stable.

The ratings reflect Holdings' broad market presence in the
moderate department store, hardline and discount retail segments
and strong proprietary brands.  The ratings also incorporate
underperformance in top line with negative domestic comparable
store sales trends for the majority of the past 10 years resulting
in below industry average operating profitability.  The top line
weakness reflects competitive pressures, inconsistent
merchandising execution and the lack of clarity about its longer
term retail strategy.  Sears' continued allocation of cash to
share buybacks at the cost of store level investments remains a
concern.

While 2009 EBITDA (excluding store closing and non-cash pension
expenses) improved to $1.8 billion from $1.6 billion in 2008,
reflecting cost-cutting measures that offset gross profit dollar
declines, latest 12 months EBITDA has deteriorated modestly
reflecting continued pressure at its Sears Domestic business.
This combined with higher debt levels to fund working capital
needs and the increase in Holdings' stake of Sears Canada to 90%
from 73% has increased Holdings' leverage from 3.6 times at the
end of 2009 to almost 4.0x for the LTM period ended July 31, 2010.
Leverage metrics are expected to remain within the 4.0x range over
the next 12-18 months.  This contemplates modest pressure on
EBITDA and some increase in overall debt relative to 2009 levels.

Holdings operates over 3,500 store locations in the U.S., of which
approximately 2,200 are big boxes (mall-based and off-mall) and
over 1,300 are specialty stores (such as dealer stores, Sears and
Orchard Hardware, and outlet stores).  Sears also has
approximately 440 full-line and specialty stores in Canada
operating through Sears Canada Inc., a 90%-owned subsidiary.
Domestic Sears and Kmart stores have been underperforming their
retail peers on top line growth for many years and the combined
domestic entity has lost almost $5.5 billion or 12% of its 2005
domestic revenue base of $45 billion (the two companies merged in
March 2005).  The company's challenge will be to generate longer
term sales and earnings growth at both Sears and Kmart in the face
of continued market share gains by its largest retail peers within
the department store, discount and big-box specialty retail
segments.

While Sears has been likened to a department store, its mix is
more heavily weighted towards hardlines which might somewhat
explain the more negative comps over the last few years.  Fitch
expects Sears comps to be in the negative low single digit growth
in 2010.  On the Kmart side, sales trends over the last few years
have been disappointing as the retailer has lost share to Wal-Mart
and Target even as the discount category continues to take overall
retail share.  While comps were positive for three consecutive
quarters through the first quarter of 2010 and indicated
stabilization in the Kmart business, comps turned negative 1.4% in
the second quarter and could remain slightly negative for the
remainder of the year.

Weakness in top line has resulted in operating margins that
significantly lag its peers.  This is in spite of the company
undertaking aggressive cost cutting measures between 2006 to 2009
which resulted in a $1.2 billion reduction in domestic selling and
administrative expenses.  Sears domestic LTM EBITDA margin at 3.4%
has been tracking 600 basis points lower on average over the last
three years compared to its largest retail peers in the discount,
department and hardline retail categories.  Given chronic
underinvestment in the stores due to years of cost cutting and low
level of capital expenditures and the lack of a well articulated
strategy to stop market share losses, Fitch expects the high
differential will likely continue.

Liquidity remains strong, supported by a cash balance of
$1.2 billion (with domestic cash of $0.5 billion) and close to
$1 billion of availability under its $2.4 billion credit facility
as of July 31, 2010.  In addition, the company recently put in
place a new CAD$800 million ABL facility due 2015 at its Sears
Canada division.  Fitch expects Sears to generate strong free cash
flow in 2010 although at levels closer to 2008 when free cash flow
was $0.5 billion rather than the $1.1 billion generated in 2009
due to significant working capital reduction.  Pension
contributions (included in free cash flow calculations) could be
a drain on cash over the next few years with a domestic
underfunded liability of $1.8 billion or a funded status of 67%.
Holdings contributed $170 million to domestic pension plans in
2009 and expects current cash contributions to be $275 million in
2010 and $340 million in 2011.  In addition, Sears could continue
to pursue shareholder friendly activities.  Through the first half
of this year, the company has bought back $273 million in stock
(with $309 million of remaining authorization) and has bought back
close to $4.6 billion in stock over the past five years.

The 'BB+' rating of Holdings' $2.4 billion secured revolver, under
which SRAC and Kmart are the borrowers, reflects a downstream
guarantee from Holdings to both SRAC and Kmart and cross-
guarantees between SRAC and Kmart as well as significant
collateral.  The facility is secured primarily by domestic
inventory which ranges from $7 billion to $9 billion around peak
levels in November, and pharmacy and credit card receivables which
range from $650 million to $700 million.  The credit facility has
an accordion feature that enables the company to increase the size
of the credit facility or add a first lien term loan tranche in an
aggregate amount of up to $1 billion.  The company can also issue
up to $2 billion in second-lien debt subject to certain
conditions.  The credit agreement imposes various requirements,
including (but not limited to) these: (1) if availability under
the credit facility is beneath a certain threshold, the fixed
charge ratio as of the last day of any fiscal quarter be not less
than 1.0 to 1.0 (2) a cash dominion requirement if excess
availability on the revolver falls below designated levels, and
(3) limitations on its ability to make restricted payments,
including dividends and share repurchases.  Sears also agreed to
limit the amount of cash accumulated when borrowings are
outstanding under the credit facility.

The 'BB' ratings of SRAC's senior notes reflect a guarantee
provided by Sears.  In addition, Sears DC Corp. benefits from an
agreement by Sears to maintain a minimum fixed-charge coverage at
SDC of 1.005x.  Sears also agrees to maintain an ownership of and
a positive net worth at SDC.  Based on the company's assets
(relative to secured debt), Fitch views there is adequate
collateral to back unsecured debt at SRAC and SDC.


SHG SERVICES: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and
Probability of Default Ratings to SHG Services, Inc., a wholly
owned subsidiary of Sun Healthcare Group, Inc.  SHG will comprise
the operating assets of Sun Healthcare Group following the current
restructuring of the company.  Moody's also assigned a Ba2 (LGD2,
23%) rating to SHG's proposed senior secured credit facility,
consisting of a $60 million revolver and a $225 million term loan.
The rating outlook is stable.  Finally, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-2.

On May 24, 2010, Sun Healthcare Group announced a plan to
restructure the business by separating the real estate and
operating assets into two separate publicly traded entities.
Under the terms of the transaction, substantially all of the
company's operations will be held or assumed by SHG (which will
ultimately be renamed Sun Healthcare Group) while substantially
all of the company's owned real property and related mortgage
indebtedness will be held or assumed by Sabra Health Care REIT,
Inc. SHG will enter into lease agreements for the properties
transferred to Sabra.  The transaction is expected to be completed
in the fourth quarter of 2010.

The existing ratings of Sun Healthcare Group remain unchanged and
are expected to be withdrawn at the close of the transaction.
Moody's understands that the proceeds of the proposed SHG credit
facility and other debt to be issued by Sabra will be used to
retire the existing debt of Sun Healthcare Group.

This is a summary of Moody's rating actions.

Ratings assigned:

SHG Services, Inc.

* $60 million revolver due 2015, Ba2 (LGD2, 23%)
* $225 million term loan due 2016, Ba2 (LGD2, 23%)
* Corporate Family Rating, B1
* Probability of Default Rating, B1
* Speculative Grade Liquidity Rating, SGL-2

Ratings unchanged and expected to be withdrawn at the close of the
transaction:

Sun Healthcare Group, Inc.

* Senior secured revolver due 2013, Ba2 (LGD2, 29%)
* Synthetic line of credit, Ba2 (LGD2, 29%)
* Senior secured term loan due 2014, Ba2 (LGD2, 29%)
* Senior subordinated notes due 2015, B3 (LGD5, 84%)
* Corporate Family Rating, B1
* Probability of Default Rating, B1
* Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

SHG's B1 Corporate Family Rating reflects the moderate debt level
but still considerable adjusted leverage when considering Moody's
adjustment to capitalize operating leases, which is significant
given the company will not initially own any of the properties in
which it has operations.  The rating also reflects the company's
track record of organic growth, which has contributed to improved
margins and stable cash flow generation.  However, the ratings
continue to reflect the risks associated with the reliance on
government programs for a significant portion of revenue.
Medicare reimbursement is expected to be impacted in the current
year by the adoption of the RUG-IV methodology and other changes
that could impact reimbursement for therapy services while
Medicaid reimbursement could see continued pressure as states are
still faced with significant budget shortfalls.

If the company is able to continue to drive expansion in
profitability margins and cash flow through the implementation of
the new Medicare reimbursement rules, Moody's could consider
changing the outlook to positive or upgrading the ratings.  More
specifically, Moody's would consider positive pressure on the
ratings if adjusted debt to EBITDA was expected to be sustained
below 4.0 times and free cash flow coverage of debt was expected
to approach 10%.

Moody's could consider changing the outlook to negative or
downgrading the ratings if the company is unable to maintain
adjusted debt to EBITDA below 5.0 times because of either adverse
reimbursement developments or other operational issues.
Additionally, Moody's would consider negative pressure on the
ratings if the company were to incur additional indebtedness for
acquisitions or development beyond Moody's expectations.  If any
combination of these factors were to result in the expectation of
sustained free cash flow to adjusted debt below 5%, Moody's could
downgrade the ratings.

This is the first time Moody's are assigning ratings to SHG
Services, Inc.  The last rating action on Sun Healthcare Group,
Inc. was on March 12, 2007, when the B1 Corporate Family and
Probability of Default Ratings were assigned along with ratings on
the company's senior secured credit facility and senior
subordinated notes.

SHG Services, Inc., is a wholly owned subsidiary of Sun Healthcare
Group, Inc.  Sun Healthcare Group is a leading provider of
healthcare services to seniors.  At June 30, 2010, Sun Healthcare
Group's inpatient services division, SunBridge, operated 116
skilled nursing centers, 16 combined skilled nursing, assisted and
independent living centers, 10 assisted living centers, two
independent living centers and eight mental health centers.  Sun
Healthcare also provides rehabilitation services through its
SunDance division and healthcare staffing services through its
CareerStaff Unlimited subsidiary.  Sun Healthcare recognized
approximately $1.9 billion of revenue for the twelve months ended
June 30, 2010.


SHORELINE BANK: Closed; GBC International Bank Assumes Deposits
---------------------------------------------------------------
Shoreline Bank of Shoreline, Wash., was closed on October 1, 2010,
by the Washington Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with GBC International Bank of Los Angeles,
Calif., to assume all of the deposits of Shoreline Bank.

The three branches of Shoreline Bank will reopen during their
normal business hours as branches of GBC International Bank.
Depositors of Shoreline Bank will automatically become depositors
of GBC International Bank.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage.  Customers of Shoreline Bank should continue to use
their existing branch until they receive notice from GBC
International Bank that it has completed systems changes to allow
other GBC International Bank branches to process their accounts as
well.

As of June 30, 2010, Shoreline Bank had around $104.2 million in
total assets and $100.2 million in total deposits.  GBC
International Bank will pay the FDIC a premium of 0.25 percent to
assume all of the deposits of Shoreline Bank. In addition to
assuming all of the deposits of the failed bank, GBC International
Bank agreed to purchase approximately $65.7 million of the failed
bank's assets.  The FDIC will retain the balance of the assets for
later disposition.

The FDIC and GBC International Bank entered into a loss-share
transaction on $49.2 million of Shoreline Bank's assets.  GBC
International Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-613-0378.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/shoreline.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.4 million.  Compared to other alternatives, GBC
International Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Shoreline Bank is the 129th FDIC-insured
institution to fail in the nation this year, and the tenth in
Washington.  The last FDIC-insured institution closed in the state
was North County Bank, Arlington, on September 24, 2010.


SEQUENOM INC: Faces Lawsuit From Former Chief Financial Officer
---------------------------------------------------------------
Clarke Neumann, vice president and general counsel of Sequenom
Inc. said the Company was served on September 24, 2010, with an
amended complaint in the lawsuit filed on August 26, 2010 by Paul
Hawran, the Company's former chief financial officer, in the
Superior Court of California for the North County of San Diego.
Hawran v. Hixson et al, case no. 37-2010-00058632-CU-DF-NC.

Mr. Hawran has amended his complaint to name to the Company as
a defendant in addition to the three individuals previously
named and to add claims of breach of contract and negligent
misrepresentation to his previously stated claims for defamation,
invasion of privacy, negligent and intentional interference with
prospective economic advantage, and unfair business practices
under California Business and Professions Code Section 17200.

Mr. Hawran alleged in his amended complaint that he was asked to
resign because he had raised concerns about the conduct of certain
of the Company's directors.

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

At June 30, 2010, the Company had total assets of $105,943,000,
total current liabilities of $57,696,000, deferred revenue, less
current portion of $283,000, other long-term liabilities of
$3,026,000, long-term portion of debt and obligations of
$1,344,000, and stockholders' equity of $43,594,000.

                          *     *     *

In its March 15, 2010 audit report, Ernst & Young LLP of San
Diego, California, expressed substantial doubt against Sequenom's
ability as a going concern.  The auditor noted that the Company
has incurred recurring operating losses and does not have
sufficient working capital to fund operations through 2010.

The Company, in its Form 10-Q report for the period ended June 30,
2010, said it believes its cash, cash equivalents and current
marketable securities will be sufficient to fund operating
expenses and capital requirements through the second quarter of
2011.  The Company said it will require additional financing to
fund planned operations.


SIRIUS XM: S&P Puts 'B' Corp. Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis), as well as all
related issue-level ratings for the company, on CreditWatch with
positive implications.

"The action is based on the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010," said
Standard & Poor's credit analyst Hal Diamond.

New York City-based Sirius XM had total debt outstanding of
$3.1 billion as of June 30, 2010.

Revenues and EBITDA increased 16% and 17%, respectively, in the
three months ended June 30, 2010, reflecting an 11% increase in
monthly average revenue per subscriber and a 6% increase in
subscribers.  Debt to EBITDA declined to 5.9x for the 12 months
ended June 30, 2010, from 6.6x at Dec. 31, 2009.  The company has
affirmed its full-year 24% EBITDA growth guidance, which S&P
believes is achievable, implying 19% EBITDA growth in the second
half of 2010.  As a result, S&P believes that the company will be
able to lower debt leverage to roughly 5.6x in 2010, supported by
modest subscriber growth and selective price increases.

Subscribers increased 6.1% in the second quarter of 2010, versus
the same period last year, which marked the fourth consecutive
quarter of subscriber gains.  U.S. auto sales, the primary source
of new subscribers, increased 8.4% through the end of August.  The
conversion rate of subscribers rolling off automaker promotions to
fully paid status improved to 46.7% in the second quarter of 2009,
versus 44.3% a year ago.  This is still down from 50% in 2007-
2008, due to increasing penetration of the service across
automakers' model lineups, particularly lower-end models for which
conversion tends to be lower.  Average monthly churn of self-pay
subscribers declined to 1.8% for the three months ended June 30,
2010, compared with 2.0% for the same period last year.

Beginning Aug. 1, 2009, Sirius XM effectively raised subscriber
prices 14% to pass on increased music royalty costs incurred since
2007.  Pricing could rise somewhat further, following the July
2011 expiration of a three-year moratorium on price increases for
the company's basic $12.95 monthly subscription package, which
Sirius XM agreed to in its 2008 agreement with the FCC.

The company's five-year agreement with radio talk show host Howard
Stern expires on Dec. 31, 2010.  Despite onerous contract costs,
Stern has been important to the growth of the service due to his
loyal fan base and exclusive content, which is not available on
terrestrial radio.  S&P believes that subscriber churn would
increase, potentially dramatically, should he decide not to renew
his contract.

If S&P becomes convinced that Sirius XM will continue to
demonstrate consistency in subscriber and EBITDA growth, and
adhere to a financial policy that will facilitate debt leverage of
less than 6x, S&P would likely raise the rating, irrespective of
the status of the Howard Stern contract.


SOMERSET MEDICAL: Moody's Affirms 'Ba2' Rating on $81.4 Mil. Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term bond
rating assigned to Somerset Medical Center's $81.4 million of
outstanding bonds issued by the New Jersey Health Care Facilities
Finance authority.  The outlook is revised to stable from
negative, reflective of the growth in unrestricted cash and
investments and increased headroom under SMC's letter of credit
covenants, as well as improvement in financial performance since
FY 2007.

Legal Security: First mortgage on the medical center physical
plant; Gross revenues pledge; Debt Service Reserve Fund.  Cross
default provisions for the Series 2008 bonds and 2003 bonds.  Bank
covenants match bond covenants for days cash on hand test (50
days) and MADS coverage (1.1 times).  However, an inability to
meet these tests would constitute an event of default if remain
unremedied for thirty days after notice from the liquidity
provider under the letter of credit and option for an immediate
acceleration of the bonds.

Interest Rate Derivatives: None.

                             Strengths

* Located in Somerset County, NJ in the City of Somerville with
  favorable demographics characterized by population growth,
  median income levels above state and national averages, and
  relatively low Medicaid population

* Dominant inpatient market share as the only acute care hospital
  in its primary service area of Somerset County.  Favorable
  inpatient volume growth in fiscal year (FY) 2009 primarily from
  the closure of Muhlenberg Regional Medical Center in August
  2008; although volumes have shown deterioration through the
  first six months of FY 2010 due to the weakened economy and
  patients' deferral of medical care

* Improved liquidity position at June 30, 2010, with $42.5 million
  of unrestricted cash and investments (61 days cash on hand)
  compared to $38.2 million at FYE 2008 (59 days cash on hand) and
  $26.5 million at FYE 2007 (44 days cash on hand).  SMC is
  currently in compliance with its days cash on hand covenant (50
  days measured semi-annually.)

* Operating performance has stabilized over the past two fiscal
  years, after a particularly difficult operating year in FY 2007
   (-4.2% operating margin), although during FY 2009 SMC still did
  not achieve operating profitability or breakeven performance
  with an operating margin of -1.3% *Conservative investment
  allocation with 57% invested in fixed income securities and
  remainder in cash

                            Challenges

* Risk of debt structure for a below investment grade rating that
  includes 21% of debt in variable rate demand bonds supported by
  a letter of credit, somewhat mitigated by SMC's cash-to-puttable
  debt measuring an adequate 172% as of June30, 2010.  While
  liquidity has improved from Moody's last review, SMC currently
  maintains limited headroom under the 50 days cash on hand
  covenant under bank agreement which increases the possibility of
  acceleration risk by the liquidity provider in the event the
  covenant falls below the minimum requirement

* Continued outpatient surgery volume declines due to increased
  competition from physician-owned ambulatory surgery centers that
  have opened in the market; outpatient surgery volume declined by
  a material 16% in FY 2008 and 6.8% in FY 2009; however through
  six months of FY 2010 outpatient surgeries showed a modest
  increase of 0.6%

* History of modest operating performance (FY 2009 is the seventh
  consecutive year of posting an operating loss before investment
  income) and cash flow generation that has inadequately offset
  annual debt service requirements and resulted in weak coverage
  levels

* Leveraged balance sheet measured by weak cash-to-debt of 34.3%
  and debt-to-cash flow a high 10.7 times in FY 2009

* Sale of its cancer center in 2008 reduced debt by $15 million
  and added approximately $10 million of unrestricted cash to the
  balance sheet, although the debt was exchanged for a long-term
  operating lease that results in annual rental expense of
  approximately $2.0 million over 18 years

                    Recent Developments/Results

The continued improvement to liquidity levels is a key factor in
the revision of Moody's outlook to stable from negative, as SMC
has gained some headroom under its letter of credit days cash on
hand covenant (described below).  At Moody's last review, the
potential for SMC to not meet its liquidity covenant was a
significant credit concern, but since that time the possibility of
a covenant violation has been somewhat abated due to SMC's growth
in unrestricted cash and investments.  SMC's current debt
structure includes 24% of variable rate demand debt supported by a
letter of credit agreement with TD Bank, N.A. (expires August 7,
2013), which exposes the organization to renewal, put, and
acceleration risk.  Under the LOC agreement, SMC is required to
maintain financial covenants including days cash on hand (no less
than 50 days measured semiannually).  As of June 30, 2010, SMC
maintains some headroom under the required liquidity covenant with
60.5 days cash on hand.  While liquidity has improved and the risk
of a potential acceleration under the LOC was avoided, Moody's
note that in order to remain at the current rating level it will
be vital for SMC to maintain liquidity and operating performance
at least to current levels over the intermediate term.

Somerset Medical Center is a 361 licensed-bed hospital located in
Somerville, New Jersey and is the sole acute care provider in
Somerset County (Aaa General Obligation rating).  Somerset County
is among the wealthiest counties in the state and the nation, with
income levels that exceed state and national medians.  The
favorable demographics, and SMC's dominant market share as the
only provider in the immediate service area, resulted in a payer
mix consisting of relatively low Medicaid and self-pay patients
and volume trends in FY 2009 that saw admissions grow by 2.3%.
SMC's competitors include Robert Wood Johnson University Hospital
(rated A2 by Moody's) and Saint Peter's Healthcare System (rated
Baa2 by Moody's) which are both located in New Brunswick, in the
neighboring county.

Despite some SMC physicians splitting their admissions among SMC,
Robert Wood Johnson, and Saint Peter's, SMC is located far enough
away from the very crowded and competitive New Jersey markets that
exist to the north and east of Somerset County that the hospital
has been able to maintain market share in their primary service
area that exceeds 50%.  In addition, SMC benefited from the August
2008 closure of Muhlenberg Regional Medical Center which resulted
in increased utilization at SMC in FY 2009.  SMC competes with
several surgery centers in the area, the most recent of which was
formed in 2008 by SMC neurosurgeons, orthopedists, and ENT
physicians, and SMC has seen its surgical volumes suffer as a
result of the increased competition.  Surgical volumes declined by
5.8% in FY 2009, although through the first six months of FY 2010
the loss in surgical volumes seems to have flattened, as surgeries
were flat when compared to the prior year.  Since 2008, a New
Jersey state law was passed which requires any new surgery center
to be part of a joint venture with an acute care hospital.

During FY 2009, utilization trends were mixed with 2.3% growth in
inpatient admissions, 9.4% growth in outpatient visits, 6.2%
increase in observation stays, but with a 5.8% decline in total
surgeries and a 7.2% decline in newborn admissions.  Through six
months of FY 2010, inpatient admissions declined by 2.3%,
surgeries were flat, and newborn admissions were down 18.6%.
Management reports that the stressed economic environment has
resulted in patients delaying medical care, which is consistent
with what has been seen at other New Jersey hospitals.  In
addition, severe winter weather during January and February 2010
also drove down utilization trends.

SMC's operating performance has historically been highly variable,
as evidenced by operating margins ranging from -4.2% to -0.6% over
the past 5 years.  FY 2009 resulted in an operating loss of
$3.4 million (-1.3% margin), down from the $1.5 million loss
(-0.6% margin) reported in FY 2008.  (Moody's removes investment
income from other revenue.) During the fourth quarter of FY 2009,
SMC booked an accrual for a medical malpractice case in the amount
of $3 million, which accounted for the loss for the year.  Moody's
note favorably that both FY 2009 and FY 2008 show improvement over
FY 2007 during which SMC posted a loss of $9.5 million (-4.2%
margin).  Operating cash flow during FY 2009 was $13.2 million
(5.1% margin), a decline from the $16.7 million (6.7% margin)
reported in FY 2008, but also an improvement over just $10 million
(4.5% margin) in cash flow reported in FY 2007.  Through the first
six months of FY 2010, SMC's income from operations was slightly
above breakeven (when removing investment income from other
revenue), similar to the same period the prior year.  .
Management's prepared budget for FY 2010 anticipates operating
income of $350,000 (0.1% margin) and operating cash flow of
$17.4 million (6.3% margin).  SMC has engaged a consultant to do a
60-day revenue cycle assessment, which management believes will
result in improved operating performance going forward.  SMC also
expects to receive sizable rate increases under managed care
contracts in the remainder of FY 2010 and FY 2011.

Debt coverage showed weakening in FY 2009, with debt to cash flow
increasing to 10.7 times from 8.85 times in FY 2008, and Moody's
adjusted MADS coverage declining to 1.3 times from 1.6 times the
prior year.  However, both FY 2009 and FY 2008 compare favorably
to FY 2007, when debt to cash flow was a very high 26.2 times, and
MADS coverage was below 1 times.  Nonetheless, the debt levels are
very thin compared to national medians.

Unrestricted cash and investments has grown for the second
consecutive year, in part due to the sale of SMC's cancer center
in FY 2008.  SMC sold the cancer center property in a sale-
leaseback transaction for approximately $25 million to a health
care REIT, and used the proceeds of the sale to reduce debt by
$15 million and add approximately $10 million to unrestricted cash
to SMC's balance sheet in FY 2008.  At FYE 2009 unrestricted cash
and investments was $40.1 million (58.5 days cash on hand), up
from $38.2 million (58.5 days cash on hand) at FYE 2008 and
$26.5 million (43.7 days cash on hand) at FYE 2007.  The more
comfortable distance from these 50 days cash on hand covenant
supports the stable; a level that is closer to 50 days will
warrant consideration for a negative outlook.

Due to SMC's relatively high debt load relative to its liquidity
position, cash-to-debt ratio is improved, but still remains weak
at 34.3% at FYE 2009 from 33.2% at FYE 2008.  The operating lease
for the cancer center is a total of $37 million, and adds annual
rental payments of approximately $2.0 million over 18 years.  With
the inclusion of the Cancer Center lease, SMC currently has off-
balance sheet operating leases which equate to a debt-equivalent
of a sizeable $46 million (calculated using Moody's six times
multiplier method).  Including this debt, Moody's adjusted debt
measures result in debt service coverage of 1.19 times and 24.5%
cash-to-debt for FY 2009.

Moody's notes favorably that SMC adheres to a relatively
conservative investment policy that helps to preserve liquidity in
the current market environment, with investments primarily in
fixed income securities (57%) and cash (36%).  SMC's entire
investment portfolio can be liquidated in one month or less.  In
terms of capital needs, SMC expects to spend $10 million in FY
2010, of which $5 million will be funded through cash flow and the
remaining $5 million funded through an equipment note.  Management
does not anticipate issuing any additional debt in the near
future, other than this equipment note.

                              Outlook

The revision in the outlook to stable from negative is
attributable to the growth in unrestricted cash and investments
and increased headroom under SMC's letter of credit covenants, as
well as improvement in financial performance since FY 2007.

                What could change the rating -- Up

Growth and stability of inpatient and outpatient volume; continued
trend of improved operating performance and ability to sustain
improved levels in the near term, material improvement in debt
coverage and liquidity measures

                What could change the rating -- Down

Further declines in volumes; sustained declined in operating
performance, weakening of liquidity balance, significant
unexpected debt issuance without commensurate increase in cash and
cash flow generation

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Somerset Medical Center

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

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

  -- Investment returns normalized at 6% unless otherwise noted

  -- Investment income removed from other revenue

* Inpatient admissions: 15,709; 16,070

* Total operating revenues: $249.0 million; $258.3 million

* Moody's-adjusted net revenue available for debt service: $19.1
  million; $15.8 million

* Total debt outstanding: $115.3 million; $116.7 million

* Maximum annual debt service (MADS): $12.1 million; $12.1 million

* MADS Coverage with reported investment income: 1.58 times; 1.28
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.58 times; 1.31 times

* Debt-to-cash flow: 8.9 times; 10.7 times

* Days cash on hand: 58.5 days; 58.5 days

* Cash-to-debt: 33.2%; 34.3%

* Operating margin: -0.6%; -1.3%

* Operating cash flow margin: 6.7%; 5.1%

Rated Debt (debt outstanding as of December 31, 2009):

  -- Series 2003 fixed rate bonds ($81.4 million outstanding);
     rated Ba2

The last rating action with respect to the Somerset Medical Center
was on June 5, 2009, when a municipal finance scale rating of Ba2
was affirmed and negative outlook maintained.  That rating was
subsequently recalibrated to Ba2 on May 7, 2010.


SOUTHEAST CAPITAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southeast Capital LLC
        218 E. Bearss Ave. #409
        Tampa, FL 33613

Bankruptcy Case No.: 10-32028

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Jeffery J. Hartley, Esq.
                  HELMSING, LEACH, HERLONG, NEWMAN & ROUSE
                  P.O. Box 2767
                  Mobile, AL 36652
                  Tel: (251) 432-5521
                  Fax: (251) 432-0633
                  E-mail: jjh@helmsinglaw.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb10-32028.pdf

The petition was signed by Ronald E. Scaglione, manager of sole
member.


STAR GAS: Fitch Affirms Issuer Default Rating at 'B'
----------------------------------------------------
Fitch Ratings has taken these rating actions on Star Gas Partners,
L.P.'s long-term Issuer Default Rating and outstanding debt:

  -- IDR affirmed at 'B';

  -- Outstanding 10.25% senior unsecured notes due 2013, co-issued
     with its special purpose financing subsidiary Star Gas
     Finance Company (the notes), upgraded to 'BB/RR1' from 'BB-
     /RR2'.

The Rating Outlook is Stable.  Approximately $82.8 million of
long-term debt is affected by this rating action.

The decision to affirm Star's IDR with a Stable Outlook reflects
projected credit metrics which take into account the company's
stable operating performance, a seasoned management team, adequate
liquidity, and low leverage.  There has been no fundamental change
in the company's overall risk profile or significant changes in
cash flow.

Key rating factors include:

  -- Comprehensive hedging program
  -- Effective acquisition strategy
  -- Robust liquidity position
  -- Reduction in leverage

Fitch's Recovery Rating for the outstanding notes, a relative
indicator of creditor recovery on a given obligation in the event
of a default, was revised to 'RR1' from 'RR2'.  This change was
the sole result of the reduction in the amount of notes
outstanding to $83 million from $133 million in February 2010.
The notes were redeemed at a premium to par.  'RR1' indicates an
estimated recovery level exceeding 90% in event of a default.
According to Fitch's methodology, the change in the Recovery
Rating leads to a one notch upgrade to 'BB' from 'BB-'.

Key rating concerns include:

  -- Commodity price sensitivity
  -- Continued customer attrition
  -- Exposure to weather sensitivity

Star utilizes a hedging program which mitigates commodity price
sensitivity for protected price customers.  Additionally, roughly
half of Star's customers are on a variable pricing plan.  As a way
to mitigate exposure to weather variability Star carries weather
insurance with a maximum payout of $12.5 million.

The macroeconomic outlook for the home heating oil industry is
negative due to the natural volatility in the heating oil market,
continued customer attrition, and the loss of volumes due to both
natural gas conversions and conservation.  Given that the home
heating oil industry is mature, and customer attrition is a part
of the business, the only way to grow and maintain the business is
through acquisitions.

On May 10, 2010, Star entered into an Equity Purchase Agreement
whereby it acquired 100% of the capital stock of Champion Energy
Corporation (Champion) for a purchase price of approximately
$50.1 million plus working capital of approximately $7.5 million
at a 5 times EBITDA multiple.  This acquisition is typical of how
Star grows its business and is a natural fit for the company as
Champion serves over 45,000 home heating oil customers in markets
in which Star currently operates.

Star has sufficient liquidity to cover financing, investing,
and working capital needs.  As of June 30, 2010, Star had
$241.7 million of liquidity available, including $44 million of
cash on hand and $198 million under its subsidiary's (Petroleum
Heat and Power Company) secured revolving credit facility that
matures in 2012.  The company's strong liquidity position helps to
mitigate the risk for creditors and ensures that Star has ample
ability to meet its seasonal working capital needs and work its
way through difficult operating environments.  Fitch believes that
Star Gas will maintain the financial capacity and flexibility to
successfully manage the 2013 maturity of the $83 million of senior
unsecured notes.

For the LTM period ending June 30, 2010, EBITDA interest coverage
improved slightly to 4.9x as compared to 4.8x for 2009.  For the
LTM period ending June 30, 2010, leverage, as measured by Debt to
EBITDA, strengthened to 1.1x as compared to 1.5x for the same
period due to the reduction of $50 million of notes.  Going
forward, absent any material acquisitions or further debt
reductions, Fitch expects EBITDA interest coverage to exceed 4.0x
and Debt to EBITDA to be less than 2.0x.


STOKES EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stokes Excavating, Inc.
        P.O. Box 4403
        Aurora, IL 60507

Bankruptcy Case No.: 10-74818

Chapter 11 Petition Date: September 28, 2010

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

Judge: Manuel Barbosa

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

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-74818.pdf

The petition was signed by Danny Stokes, president.


STREAM GLOBAL: S&P Gives Negative Outlook, Affirms 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wellesley, Mass.-based Stream Global Services Inc. to negative
from positive.  Ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

"The outlook change reflects weak first-half 2010 operating
performance following the merger with eTelecare Global Solutions,
a peer in the Business Process Outsourcing sector, resulting in
deteriorating credit-protection metrics," explained Standard &
Poor's credit analyst Jennifer Pepper.

The 'B+' rating reflects Stream's ongoing integration risk,
concentration of customers, and significant competitive pressures
in the customer relationship management sector of the BPO market.
A high customer-retention rate and favorable outsourcing trends
provide rating support.

Stream's service offerings include inbound telephone, email, and
Internet-based services, providing technical support, sales and
revenue generation, and customer care.  The company is primarily
focused in the computer/hardware and telecom/service provider
verticals, but also has limited exposure to financial services,
health care, and retail.  Revenues for the last-12-month period
ending June 30, 2010, were $704 million, which includes partial-
period results from eTelecare Global Solutions, which merged with
Stream on Oct. 1, 2009.

The company's "weak" business profile is characterized by a highly
competitive landscape, relatively thin EBITDA margins, and
significant customer concentration (the company's top three
customers account for approximately 40% of revenue).  These
factors are partially offset by the company's high (nearly 90%)
client-retention rate and contracts that are recurring in nature,
providing some revenue visibility.

S&P deems Stream's financial risk profile as "aggressive."  At the
close of the eTelecare transaction, the combined company's total
debt (including capitalized operating leases) to pro forma EBITDA
(excluding synergies) was approximately 4.5x, which was moderate
for the rating.  In the first half of 2010, the company
experienced competitive pressures resulting in weak operating
results that more than offset approximately $20 million of
realized merger synergies.  Annualizing performance for the first
half of 2010, adjusted leverage is approximately 6.1x.


STAR GAS: Fitch Affirms Issuer Default Rating at 'B'
----------------------------------------------------
Fitch Ratings has taken these rating actions on Star Gas Partners,
L.P.'s long-term Issuer Default Rating and outstanding debt:

  -- IDR affirmed at 'B';

  -- Outstanding 10.25% senior unsecured notes due 2013, co-issued
     with its special purpose financing subsidiary Star Gas
     Finance Company (the notes), upgraded to 'BB/RR1' from 'BB-
     /RR2'.

The Rating Outlook is Stable.  Approximately $82.8 million of
long-term debt is affected by this rating action.

The decision to affirm Star's IDR with a Stable Outlook reflects
projected credit metrics which take into account the company's
stable operating performance, a seasoned management team, adequate
liquidity, and low leverage.  There has been no fundamental change
in the company's overall risk profile or significant changes in
cash flow.

Key rating factors include:

  -- Comprehensive hedging program
  -- Effective acquisition strategy
  -- Robust liquidity position
  -- Reduction in leverage

Fitch's Recovery Rating for the outstanding notes, a relative
indicator of creditor recovery on a given obligation in the event
of a default, was revised to 'RR1' from 'RR2'.  This change was
the sole result of the reduction in the amount of notes
outstanding to $83 million from $133 million in February 2010.
The notes were redeemed at a premium to par.  'RR1' indicates an
estimated recovery level exceeding 90% in event of a default.
According to Fitch's methodology, the change in the Recovery
Rating leads to a one notch upgrade to 'BB' from 'BB-'.

Key rating concerns include:

  -- Commodity price sensitivity
  -- Continued customer attrition
  -- Exposure to weather sensitivity

Star utilizes a hedging program which mitigates commodity price
sensitivity for protected price customers.  Additionally, roughly
half of Star's customers are on a variable pricing plan.  As a way
to mitigate exposure to weather variability Star carries weather
insurance with a maximum payout of $12.5 million.

The macroeconomic outlook for the home heating oil industry is
negative due to the natural volatility in the heating oil market,
continued customer attrition, and the loss of volumes due to both
natural gas conversions and conservation.  Given that the home
heating oil industry is mature, and customer attrition is a part
of the business, the only way to grow and maintain the business is
through acquisitions.

On May 10, 2010, Star entered into an Equity Purchase Agreement
whereby it acquired 100% of the capital stock of Champion Energy
Corporation (Champion) for a purchase price of approximately
$50.1 million plus working capital of approximately $7.5 million
at a 5 times EBITDA multiple.  This acquisition is typical of how
Star grows its business and is a natural fit for the company as
Champion serves over 45,000 home heating oil customers in markets
in which Star currently operates.

Star has sufficient liquidity to cover financing, investing,
and working capital needs.  As of June 30, 2010 Star had
$241.7 million of liquidity available, including $44 million of
cash on hand and $198 million under its subsidiary's (Petroleum
Heat and Power Company) secured revolving credit facility that
matures in 2012.  The company's strong liquidity position helps to
mitigate the risk for creditors and ensures that Star has ample
ability to meet its seasonal working capital needs and work its
way through difficult operating environments.  Fitch believes that
Star Gas will maintain the financial capacity and flexibility to
successfully manage the 2013 maturity of the $83 million of senior
unsecured notes.

For the LTM period ending June 30, 2010, EBITDA interest coverage
improved slightly to 4.9x as compared to 4.8x for 2009.  For the
LTM period ending June 30, 2010, leverage, as measured by Debt to
EBITDA, strengthened to 1.1x as compared to 1.5x for the same
period due to the reduction of $50 million of notes.  Going
forward, absent any material acquisitions or further debt
reductions, Fitch expects EBITDA interest coverage to exceed 4.0x
and Debt to EBITDA to be less than 2.0x.


STREAM GLOBAL: S&P Gives Negative Outlook, Affirms 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wellesley, Mass.-based Stream Global Services Inc. to negative
from positive.  Ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

"The outlook change reflects weak first-half 2010 operating
performance following the merger with eTelecare Global Solutions,
a peer in the Business Process Outsourcing sector, resulting in
deteriorating credit-protection metrics," explained Standard &
Poor's credit analyst Jennifer Pepper.

The 'B+' rating reflects Stream's ongoing integration risk,
concentration of customers, and significant competitive pressures
in the customer relationship management sector of the BPO market.
A high customer-retention rate and favorable outsourcing trends
provide rating support.

Stream's service offerings include inbound telephone, email, and
Internet-based services, providing technical support, sales and
revenue generation, and customer care.  The company is primarily
focused in the computer/hardware and telecom/service provider
verticals, but also has limited exposure to financial services,
health care, and retail.  Revenues for the last-12-month period
ending June 30, 2010, were $704 million, which includes partial-
period results from eTelecare Global Solutions, which merged with
Stream on Oct. 1, 2009.

The company's "weak" business profile is characterized by a highly
competitive landscape, relatively thin EBITDA margins, and
significant customer concentration (the company's top three
customers account for approximately 40% of revenue).  These
factors are partially offset by the company's high (nearly 90%)
client-retention rate and contracts that are recurring in nature,
providing some revenue visibility.

S&P deems Stream's financial risk profile as "aggressive."  At the
close of the eTelecare transaction, the combined company's total
debt (including capitalized operating leases) to pro forma EBITDA
(excluding synergies) was approximately 4.5x, which was moderate
for the rating.  In the first half of 2010, the company
experienced competitive pressures resulting in weak operating
results that more than offset approximately $20 million of
realized merger synergies.  Annualizing performance for the first
half of 2010, adjusted leverage is approximately 6.1x.


SUN HEALTHCARE: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Irvine, Clif.-based Sun Healthcare
Group Inc. At the same time, S&P assigned a 'B+' (one notch above
the corporate credit rating) issue-level rating and a '2' recovery
rating to Sun's proposed $60 million senior secured revolving
credit facility due in 2015, and its $225 million senior secured
term loan due in 2016.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of default.

"The speculative-grade ratings on Sun reflect third-party
reimbursement risk and high debt leverage," said Standard & Poor's
credit analyst David Peknay.  These risk factors overshadow Sun's
geographic diversity and experience integrating and improving
operations at acquired facilities.

"Sun's 'weak' business risk profile reflect its many industry
challenges, particularly with government reimbursement," added Mr.
Peknay.  The company derives about 30% and 40% of its total
revenues from Medicare and Medicaid, respectively.  After raising
its rates to nursing homes by 3.4% for the rate-year 2009,
Medicare reduced its rates by about 1% on Oct. 1, 2009.  For 2011,
Medicare's final rule reflects a rate increase of 1.7% for skilled
nursing homes, but a cut of about 12% for therapy services under
Medicare's Part B reimbursement.


SUNRISE ON THE BEACH: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sunrise on the Beach, Inc.
          dba Ramada Inn Historic
        25 Old Mission Aveneu
        St. Augustine, FL 32084

Bankruptcy Case No.: 10-08556

Chapter 11 Petition Date: September 29, 2010

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

Debtor's Counsel: Nina M. LaFleur, Esq.
                  P.O. Box 861128
                  St. Augustine, FL 32086-1128
                  Tel: (904) 797-7995
                  Fax: (904) 797-7996
                  E-mail: nina@lafleurlaw.com

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

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

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

The petition was signed by Gunnar Hedqwist, president.


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


SUPERTRAIL MANUFACTURING: DIP Lender Bound by Settlement Pact
-------------------------------------------------------------
WestLaw reports that a creditor that had provided postpetition
financing to a Chapter 11 debtor and that had been granted a
superpriority lien, having previously agreed, in connection with a
distribution of estate funds that enabled him to settle a third
party's claim against him and to receive a $536,000 payment, to a
$1.5 million hold-back from sums payable on his remaining
superpriority and other claims in order to pay the claim of
Internal Revenue Service, was judicially estopped from
subsequently moving for a distribution of assets that would have
the effect of depleting the estate of the balance of assets
available to satisfy creditor claims, including, notably, the
claim of the IRS.  His current motion was inconsistent with the
position previously taken, a position from which he had profited
when the court approved the prior distribution.  In re Supertrail
Mfg. Co., Inc., --- B.R. ---, 2010 WL 2342446, 105 A.F.T.R.2d
2010-2867, 2010-1 USTC P 50,450 (Bankr. N.D. Miss.) (Houston, J.).

A copy of the Honorable David W. Houston, III's Opinion dated
June 4, 2010, is available at:

http://www.msnd.uscourts.gov/bk/Opinions/Houston/supertrail-
op4.pdf

Supertrail Manufacturing CO., Inc., filed a voluntary chapter 11
petition (Bankr. N.D. Miss. Case No. 96-20040) on Jan. 4, 1996,
projecting a distribution to unsecured creditors.  Supertrail sold
certain real property located in Palm Beach County, Fla., to
Lennar/Centex at Bayhill, LLC, in a Sec. 363 sale transaction in
April 2006.


SYDNEY WILLIAMS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sydney Jackson Williams, Jr.
        aka Jack Williams
        282 Mermaids Bite
        Naples, FL 34103

Bankruptcy Case No.: 10-23699

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Richard Johnston, Jr., Esq.
                  FOWLER, WHITE, BOGGS, P.A.
                  P.O. Box 1567
                  Fort Myers, FL 33902-1567
                  Tel: (239) 334-7892
                  Fax: (239) 334-3240
                  E-mail: richard.johnston@fowlerwhite.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-23699.pdf


T&M AVIATION: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T&M Aviation, Inc.
        9 Jimmy C. Vorhoff Jr. Drive
        Abbeville, LA 70510-4210
        Tel: (337) 893-9074

Bankruptcy Case No.: 10-51520

Chapter 11 Petition Date: September 29, 2010

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Louis M. Phillips, Esq.
                  Ryan James Richmond, Esq.
                  GORDON ARATA MCCOLLAM DUPLANTIS & EAGAN LLP
                  One American Place
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70825-0004
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  E-mail: lphillips@gordonarata.com
                          rrichmond@gordonarata.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb10-51520.pdf

The petition was signed by Ronald Wolf, president.


TAX STRATEGIES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tax Strategies Group, LLC
        120 N. LaSalle St., Suite 1200
        Chicago, IL 60602

Bankruptcy Case No.: 10-43448

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: John Collen, Esq.
                  TRESSLER LLP
                  233 South Wacker Drive, 22nd Floor
                  Chicago, IL 60606
                  Tel: (312) 627-4193
                  Fax: (312) 627-1717
                  E-mail: jcollen@tresslerllp.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 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-43448.pdf

The petition was signed by Wayne R. Hannah, III, manager.


TEKNI-PLEX INC: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Tekni-Plex, Inc., with a stable outlook.  Moody's also assigned a
B1 rating to a new $285 million first lien term loan.  The
proceeds of the term loan will be used to repay existing debt and
cover transaction expenses.

Moody's took this action:

  -- Assigned Corporate Family Rating, B3

  -- Assigned Probability of Default Rating, B3

  -- Assigned $285 million six-year first lien term loan, B1 (LGD
     3, 32%)

The ratings outlook is stable.

                        Ratings Rationale

The B3 Corporate Family Rating reflects the uncertainty of the
sustainability of the recent credit metric improvements due to
weakness in certain segments and the lack of pricing power and
long-term contracts with cost pass through provisions.  Only
approximately 26% of business is under contract with raw material
cost pass-throughs, contributing to potentially significant
operating margin volatility.  While most credit metrics are in
line with the rating category, adjusted debt to revenue is high at
over 90%.  The new smaller revolver may strain liquidity if there
is any negative variance in operating performance.

Strengths in the company's profile include a high concentration in
less cyclical food and healthcare markets, completed cost-cutting
and footprint rationalization initiatives, and long-term customer
relationships.  The company also benefits from some custom
pharmaceutical and medical products that increase switching costs
for customers.  Management's initiatives to better integrate the
company's separate businesses, reduce costs and add new customers
are projected to also support credit metrics going forward.

                What Could Change the Rating -- Up

The ratings could be upgraded if Tekni-Plex demonstrates an
ability to sustain the recent improvement in credit metrics.  An
upgrade would also be contingent upon the maintenance of adequate
liquidity and stability in the operating and competitive
environment.  Specifically, the ratings could be upgraded if free
cash flow to debt increases to mid single digits, debt to EBITDA
declines to below 5.7 times, the EBIT margin increases to the high
single digits, and EBIT/Interest increases to approximately over
1.3 times.

               What Could Change the Rating -- Down

The ratings could downgraded if liquidity or operating performance
decline.  The ratings could also be downgraded if there is a
deterioration in the operating and competitive environment.
Specifically, the ratings could be downgraded if free cash flow to
debt falls below 3%, debt to EBITDA increases above 6.5 times and
the EBIT margin falls below 5%.


TEKNI-PLEX INC: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'B-' corporate credit rating to Tekni-Plex Inc.  The
outlook is stable.

At the same time, S&P assigned a preliminary '2' recovery rating
and preliminary 'B' issue rating to the company's proposed
$285 million first-lien term loan due 2016.  The '2' recovery
rating indicates S&P's expectation of substantial recovery (70%-
90%) in the event of a payment default.  The proposed $60 million
asset-based lending revolving credit facility is unrated.

"The ratings reflect the packaging and tubing manufacturer's
highly leveraged financial risk profile, including very high debt
balances and weak cash flow generation," said Standard & Poor's
credit analyst James Siahaan.  "The ratings also reflect the
company's weak business risk profile, characterized by exposure to
the price fluctuations of its polymer-based raw materials and
customer concentration, partially offset by moderate end-market
and geographic diversity."

With approximately $600 million in sales, King of Prussia, Pa.-
based Tekni-Plex is a manufacturer of rigid and flexible packaging
serving the health care, foods, consumer products, and specialty
markets.


TELLIGENIX CORP: Can't Use Deposit to Set-Off Admin. Rent Claim
---------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's liability for
postpetition rent did not arise before case commencement, as
required for setoff under the Bankruptcy Code, which preserved a
creditor's right to offset only with regard to prepetition claims
between the debtor and the creditor.  It did not matter that the
underlying lease agreement was a prepetition contract.  Instead,
the rent obligation gave rise to an administrative expense that
the former landlord could not be required to offset against the
debtor's security deposit before offsetting its prepetition claim
for lease rejection damages.  In re Telligenix Corp., --- B.R. ---
-, 2010 WL 3705266 (Bankr. M.D. Fla.) (Jennemann, J.).

"Although the Court is sympathetic to the debtor's financial
plight and acknowledges that the goal of every Chapter 11 case is
to facilitate the reorganization of a viable debtor and to
maximize payments to creditors," the Honorable Karen S. Jennemann
says, "neither the Bankruptcy Code nor case law supports the
debtor's position.  Section 553(a) of the Bankruptcy Code
preserves a creditor's right to offset only with regard to pre-
petition claims between the debtor and the creditor. . . ."

Accordingly, the Debtor's $1.5 million security deposit will be
used to reduce the landlord's $2.4 million rejection damage claim
and the Debtor will need to satisfy the landlord's $284,000
administrative rent claim some other way.

Telligenix Corp. -- http://www.telligenix.com/-- provides
educational process management to a number of independently
contracted seminar providers and individuals, including Robert
Allen, and others.  Telligenix handles the educational process
management for a number of training institutes and others in the
real estate, investment and entrepreneurship spaces.

Based in Orlando, FLa., Telligenix Corporation sought chapter 11
protection (Bankr. M.D. Fla. Case No. 09-15238) on Oct. 8, 2009;
is represented by R Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine LLP, in Orlando, Fla.; and estimated its assets at less
than $10 million and its debts at $10 million to $50 million at
the time of the filing.


THANH TRAN: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Thanh Huu Tran
        19465 Hiawatha Street
        Northridge, CA 91326-2956

Bankruptcy Case No.: 10-22244

Chapter 11 Petition Date: September 28, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  1901 Avenue of the Stars, Suite 1700
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-22244.pdf


TITAN SPECIALTIES: S&P Raises Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Titan Specialties Ltd. to 'B-' from 'CCC+'.  The outlook
is stable.  In addition, S&P raised the rating on the company's
first-lien senior secured credit facilities to 'B' from 'B-', one
notch higher than the corporate credit rating on the company.  The
recovery rating on this debt remains '2', indicating expectations
of substantial (70% to 90%) recovery in the event of default.
Additionally, S&P raised the rating on the company's second-lien
senior secured term loan to 'CCC' from 'CCC-', two notches lower
than the corporate credit rating.  The recovery rating remains
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of default.

"The upgrade on the corporate credit rating reflects the increase
in North American drilling activity and improved liquidity and
credit metrics from private equity contributions," said Standard &
Poor's credit analyst Kenneth Cox.  The ratings on Titan take into
account an increase in drilling activity by exploration and
production companies, the company's highly leveraged financial
profile, the small scale and scope of operations, eased concerns
of covenant violations, improved liquidity, high inventory risk
levels, and its narrow business position in the cyclical North
American oilfield services market.

As of June 30, 2010, Titan had $193.3 million in total debt.
Standard & Poor's Ratings Services considers the company's
$15.8 million in subordinated seller's payment-in-kind notes as
debt.

S&P deems Titan's business profile as vulnerable.  Through its
business lines, which include perforating, energetics, and
instruments, Titan sells an array of niche products that map well
geography and identify potential production zones.  Its
perforating guns create communication holes between zones and well
bores.

Titan is highly dependent on the extent of E&P spending, regional
drilling activity levels, and commodity prices.  The U.S. rig
count is currently up 64% from the same point one year ago, which
seemingly bodes well for the company's operations.

Titan is also subject to inventory risk.  Inventory turnover is
very low.  Although industry conditions have improved, the company
could be forced to sell inventory at lower-than-anticipated market
prices should conditions worsen considerably.  This could squeeze
its margins in the short term, which is a concern given the
company's high leverage.

Titan's cash flow protection measures are aggressive.  Adjusted
debt to trailing-12-months EBITDA was 6.7x as of June 30, 2010,
while adjusted debt to annualized second-quarter June 30, 2010,
EBITDA was a more manageable 4.2x.  Additionally, EBITDA to
interest coverage was satisfactory at 2.8x as of June 30, 2010.
S&P expects a modest improvement these metrics over the near term.

Although prevailing industry conditions are somewhat soft, an
improvement in U.S. drilling activity (particularly in horizontal
drilling) has led to better financial performance for Titan.  S&P
could take a negative ratings action if liquidity declines below
$25 million or if EBITDA interest coverage falls below 1x.  Given
Titan's small scale and scope of operations and its inherent
volatility, a positive ratings action is unlikely at this time.


TODD STEPHENSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Todd B. Stephenson
               Christina D. Stephenson
                 aka Christy Stephenson
               7493 N. SR 9
               Fortville, IN 46040

Bankruptcy Case No.: 10-14702

Chapter 11 Petition Date: September 29, 2010

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

Judge: James K. Coachys

Debtors' Counsel: Deborah Caruso, Esq.
                  Meredith R. Thomas, Esq.
                  DALE & EKE, P.C.
                  9100 Keystone Crossing, Suite 400
                  Indianapolis, IN 46240
                  Tel: (317) 844-7400
                  Fax: (317) 574-9426
                  E-mail: dcaruso@daleeke.com
                          mthomas@daleeke.com

Estimated Assets: Not Stated

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14702.pdf

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B & T Farms                           10-05327            04/14/10
Bradley A. & Stacey L. Stephenson     10-14687            09/29/10


UAL CORPORATION: Moody's Raises Corporate Family Ratings to 'B2'
----------------------------------------------------------------
Moody's Investors Service raised its debt ratings of UAL
Corporation: Corporate Family and Probability of Default each to
B2 from B3.  Concurrently, Moody's affirmed its ratings of
Continental Airlines, Inc: Corporate Family and Probability of
Default each at B2.  The ratings for certain of CAL's EETCs were
lowered in consideration of continuing weak secondary market
values for regional aircraft: Series 2003-1 A tranche to Ba3 from
Ba2: Series 2004-1 A tranche to Ba3 from Ba2 and Series 2005-1 A
tranche to Ba3 from Ba1.

Moody's affirmed the SGL-2 Speculative Grade Liquidity ratings of
each company.  The respective ratings outlook for each carrier is
stable.  The rating actions on UAL conclude the review for
possible upgrade initiated on May 3, 2010, upon the joint
announcement of the stock-for-stock merger of the two airlines.
The companies have completed the necessary steps to close the
merger which is expected to occur on October 1, 2010.

The upgrade of the UAL ratings reflects Moody's expectation of
further strengthening of credit metrics and liquidity in upcoming
quarters.  "We believe that industry demand will remain stable,
supporting traffic and yields," said Moody's Airline Analyst,
Jonathan Root.  Moody's also anticipate little pressure on the
cost of fuel and modest capital expenditures as there are no near
term aircraft deliveries.  These factors should lead to the
generation of free cash flow at UAL in upcoming periods.

Improving liquidity and modest strengthening of credit metrics
also support the affirmation of CAL's B2 Corporate Family rating.
While CAL maintains higher leverage than that of UAL or Delta
Airlines, Inc. (B2, Stable outlook), its operating trends continue
to show strength as business and consumer travel increases, and
cash flow and coverage metrics continue to support the B2 rating.
Continental's ongoing reinvestment in its fleet and less exposure
to trans-pacific routes with relatively higher operating leverage
slow the rate of improvement in its credit metrics, relative to
that its two peers are currently experiencing.

Moody's plans to maintain separate Corporate Family, Probability
of Default and SGL ratings on UAL, to be renamed United
Continental Holdings, Inc., and on CAL until the combined group
receives a single operating certificate from the Federal Aviation
Administration.  Receipt of the SOC, which is not expected for at
least 12 months, is important because it will allow the airline
operating companies to merge as a single carrier.  During the
interim period, neither company will provide a guarantee of the
other's debt obligations.  When the SOC is received and the
airline operating companies merge, the surviving entity will
become the contractual obligor of the debt (including EETC-related
equipment notes and leases) of both predecessor airlines.  At that
time the ratings will be combined under a single Corporate Family
and Probability of Default assessment.  UHC and CAL will continue
to provide separate financial reporting at least until the airline
operating companies are merged.  Moody's will maintain distinct
Corporate Family ratings for the two companies until their
operations are combined under a SOC, as long as adequate financial
information remains available.

Moody's current expectation is that at the time the operating
companies are merged the combined company will maintain a B2
credit profile.  The combined operation will be the world's
largest carrier, with an improved business profile and competitive
position.  The merger integration is not without execution risks,
principally related to the conversion to single airline operating
systems.  Given that integration will occur over an extended
period, Moody's believe that management will have ample time to
prepare primary and contingency plans that mitigate integration
risks.  The combination of pro forma unrestricted cash approaching
$8.5 billion at June 30, 2010, and Moody's estimate of free cash
flow approaching $2.0 billion for the full year of 2010 also
provide sufficient cushion to fund non-recurring merger-related
costs and debt maturities in the event of an unexpected weakening
of demand, or larger than anticipated one-time payments to labor
upon reaching new labor agreements.  Some increase in labor costs
is likely, particularly at UAL that will offset some of the
anticipated cost synergies.  Capacity discipline by most industry
players is also likely to remain in place, limiting additional
pressure on yields.

Moody's downgraded the ratings of certain CAL EETCs because of
continued pressure on secondary market values of the Embraer
regional jets included in these transactions.  The upgrade of the
UAL EETCs reflects loan-to-values that are in the range of the
similarly-rated CAL EETCs.  Each of these UAL transactions is
cross-collateralized, which reduces the likelihood of a rejection
of the aircraft under a reorganization scenario.  A mix of
aircraft types comprised of Boeing and Airbus aircraft, also
typically the younger vintages in UAL's fleet, composes the
collateral.  Moody's believes the relatively younger vintages also
reduce the likelihood of a rejection under a reorganization
scenario.

Moody's anticipates little upwards pressure on the ratings while a
SOC is being sought.  EBITDA that is sustained below 4.5 times,
Funds from Operations + Interest to Interest that remains above
3.5 times or free cash flow to Debt in excess of 10% could suggest
some upward potential for the ratings or outlook.  The ratings of
each carrier could be downgraded if the cost of jet fuel was to
significantly increase above $2.60 per gallon or if unrestricted
cash was to fall below $2.5 billion at CAL or below $3.5 billion
at UAL.  Sustained negative free cash flow, Debt to EBITDA that is
sustained above 6.5 times or Funds from operations + interest to
interest of below 2.5 times could also negatively affect the
ratings of either or both companies.

The last rating action on UAL was on August 2, 2010 when Moody's
upgraded UAL to B3 (Corporate Family rating) and left the ratings
on review for upgrade.  The last rating action on CAL was on
August 2, 2010, when Moody's affirmed the B2 Corporate Family
rating.

Downgrades:

Issuer: Continental Airlines, Inc.

  -- Senior Secured Enhanced Equipment Trust, Series 2003 ERJ-1
     Class A and 2004 ERJ- Class A Downgraded to Ba3 from Ba2, and
     Series 2005 ERJ-1 Class A Downgraded to Ba3 from Ba1

Upgrades:

Issuer: Denver (City & County of) CO

  -- Senior Unsecured Industrial Revenue Bonds, Upgraded to B3
     from Caa1

Issuer: UAL Corporation

  -- Probability of Default Rating, Upgraded to B2 from B3
  -- Corporate Family Rating, Upgraded to B2 from B3

Issuer: United Air Lines, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Ba3 from (P)B3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from B1

  -- Senior Secured Enhanced Equipment Trust, Series 2009-1 and
     2009-2, Upgraded to a range of Ba2 to Baa2 from a range of B1
     to Ba1

  -- Senior Secured Pass-Through Certificates, Series 2007-1,
     Upgraded to a range of Ba3 to Baa2 from a range of B2 to Ba1

  -- Senior Secured Regular Bond/Debenture, Upgraded to a range of
     B3 to Ba2, LGD2, 22% from a range of Caa1 to Ba3, LGD2, 24%

Outlook Actions:

Issuer: Continental Airlines Finance Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Continental Airlines, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: UAL Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: United Air Lines, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Denver (City & County of) CO

  -- Senior Unsecured Revenue Bonds, Confirmed at LGD5, 71%

Issuer: United Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Confirmed at LGD2, 27%

  -- Senior Secured Regular Bond/Debenture, Confirmed at LGD4, 64%

Continental Airlines, Inc., based on Houston Texas, is the world's
fifth largest airline as measured by the number of scheduled miles
flown by revenue passengers in 2009.

United Air Lines, Inc., and its parent UAL Corporation are based
in Chicago, Illinois.  United is one of the largest passenger
airlines in the world.


UCI INTERNATIONAL: Moody's Raises Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of UCI International,
Inc. -- Corporate Family and Probability of Default -- to B2 from
Caa1.  UCI is the ultimate parent of United Components, Inc. This
action follows the execution of the new senior secured bank credit
facilities and completes the review initiated on September 2,
2010.  In a related action, Moody's also raised the rating of
UCI's unguaranteed senior unsecured notes, to Caa1 from Caa3.  The
rating outlook is stable.  See Moody's press release dated
September 2, 2010.

                        Ratings Rationale

The raising of UCI's Corporate Family Rating to B2 reflects the
enhanced credit profile following the company's refinancing of its
existing credit facilities.  The refinancing eliminated major
amortization requirements under the previous term loan which would
have begun in December 2011.  The revolving credit also provides
additional liquidity to support the high debt service and other
payments needed to avoid losing certain tax benefits created by
UCI's $339.2 million (as of June 30, 2010) floating rate senior
PIK notes.  As disclosed in the company's 2009 10K, the company
expects to make a $96.5 million payment on the notes in March 2012
in order to avoid losing certain tax benefits created by issuing
the notes.

UCI recently announced that on September 23, 2010, that it and
United Components, Inc. entered into a new Credit Agreement
consisting of a $425.0 million senior secured term loan facility
and a $75.0 million senior secured revolving credit facility.  A
portion of the proceeds from the term loan facility were used to
repay the outstandings under the previous $172 million senior
secured term loan facility.

Additionally, on September 23, 2010, UCI instructed the Trustee of
UCI's 9-3/8% Senior Subordinated Notes due 2013 (the Notes) to
provide holders of the Notes with a notice of redemption in
accordance with the terms of the indenture governing the Notes,
and deposited cash from a portion of the proceeds of the new term
loan facility with the Trustee to satisfy and discharge the Note
indenture and to fund the redemption of all outstanding Notes.
The redemption date has been set for October 25, 2010.

The stable rating outlook reflects the company's improved
profitability over recent quarters due to the effects of cost
reduction initiatives, a stabilizing business environment, and
adequate liquidity profile.  UCI also filed an S-1 with the SEC on
July 27, 2010.  Moody's will assess any additional impact from the
net proceeds of this contemplated transaction upon its completion.

These ratings are raised:

United Components, Inc.

* Corporate Family Rating, to B2 from Caa1;

* Probability of Default Rating, to B2 from Caa1;

* Unguaranteed senior unsecured notes; to Caa1 (LGD5, 86%) from
  Caa3 (LGD5, 85%)

These ratings are affirmed:

United Components, Inc.

* Ba3 (LGD2, 24%), new $75 million guaranteed senior secured
  revolving credit due 2015;

* Ba3 (LGD2, 24%), new $425 million guaranteed senior secured term
  loan due 2017;

These ratings are withdrawn:

United Components, Inc.

* B1 (LGD1, 8%), $172 million (remaining amount) guaranteed senior
  secured bank term loan due 2012;

* Caa2 (LGD4, 58%), $230 million of guaranteed 9-3/8% senior
  subordinated notes maturing 2013

The last rating action for UCI was on September 2, 2010, when the
Caa1 Corporate Family Rating was placed under review for upgrade.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2009 were
approximately $885 million.  UCI is a portfolio company of The
Carlyle Group.


UNIFI INC: Moody's Upgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service upgraded Unifi Inc.'s Corporate Family
Rating and Probability of Default ratings to B3 from Caa1.
Concurrently, the rating on Unifi's 11.5% senior secured notes was
upgraded to Caa1 from Caa2.  The ratings outlook is positive.

Ratings upgraded:

* Corporate Family Rating to B3 from Caa1;

* Probability of Default Rating to B3 from Caa1;

* Senior Secured Notes due 2014 to Caa1 (LGD 4, 66%) from Caa2
  (LGD 4, 68%)

                        Ratings Rationale

The ratings upgrade and positive outlook reflect Moody's
expectation that Unifi's improved operating performance and credit
metrics will be sustained, largely as a result of the ongoing
stabilization of its North American end market, coupled with
incremental growth opportunities in global growth markets,
continued focus on improving efficiencies and sustainability, and
growing the contribution from its higher-margin premier value-
added products.

Unifi's revenue grew 11.4% in fiscal 2010 ended June 27, 2010, and
EBITA margin grew to 7.5% from 0.7% in the prior year, mainly as a
result of improved cost of operations, a modest recovery in the
company's end user markets, and strong results from its Brazilian
operations.  When coupled with opportunistic debt reduction,
Unifi's consolidated Debt/EBITDA and EBITA/Interest improved to
2.8x and 2.0x, respectively.

Unifi's B3 corporate family rating is supported by strong credit
metrics for the rating category and good liquidity, its leading
position in the North American multi-filament polyester and nylon
fiber markets, and its customer and end market diversity.
Significant rating constraints include the volatility in the
prices of raw materials, the cyclicality of the global textile
industry, and the intense competition inherent in the industry,
specifically from foreign competitors that have significant cost
advantages including lower personnel costs, better capital costs
and favorable exchange rates.  The company is also reliant on a
political environment that continues to support domestic (or
regional) yarn and textile protection in the face of ongoing
trends toward trade liberalization.

To be upgraded, the company will need to demonstrate that its
operating performance and credit metrics can be sustained at or
near current levels while maintaining good liquidity, and that
potential developments in the global trade environment will be
manageable over the longer term.  Conversely, stabilization of the
ratings outlook could stem from material declines in the company's
operating performance, credit metrics or liquidity.

The last rating action on Unifi occurred on November 18, 2009,
when Moody's affirmed the company's Caa1 Corporate Family Rating
and changed the outlook to stable from negative.

Unifi, Inc., based in Greensboro, NC, is a diversified producer
and processor of multi-filament polyester and nylon textured yarns
and related raw materials.  Key Unifi brands include, but are not
limited to: Repreve(R), aio(R), Sorbtek(R), A.M.Y.(R), Mynx(R) UV,
and Reflexx(R).  Unifi's yarns and brands are readily found in
apparel, hosiery, automotive upholstery, home furnishings as well
as industrial, military, and medical applications.  Unifi had
revenue of $617 million for the fiscal year ended June 27, 2010.


UNIGENE LABORATORIES: Former Sr. Manager Elected to Board
---------------------------------------------------------
Unigene Laboratories Inc. elected Joel A. Tune to its Board of
Directors.  Mr. Tune, a former senior manager at Baxter, brings to
Unigene over 20 years' experience in developing, marketing and
licensing drug delivery technology.

Ashleigh Palmer, President and Chief Executive Officer stated,
"[Mr. Tune's] expertise and industry experience are well aligned
with Unigene's new business strategy.  He has a strong track
record of growing businesses and has been successful in the
commercial marketing and sales of products, technology and
services in the pharmaceutical and biotechnology industries.  Joel
will bring valuable perspective to the Company as we increase the
visibility of our Peptelligence technologies and capabilities and
refocus the Company's business development initiatives.  We are
pleased to welcome Joel to the Unigene Board."

Mr. Tune commented, "Unigene is a well-kept secret in the
industry.  The Company has leading technology assets as well as a
strong pipeline and is well-positioned to capitalize on the growth
of the therapeutic peptides market.  The newly established
strategic business units enable Unigene to more aggressively
market the Company's assets and expose the value to potential
partners and shareholders alike.  The new leadership of Unigene is
committed to unlocking the Company's value from its established
technologies by strengthening the commercial side of Unigene.  I
believe there is great potential here."

Mr. Tune is the Principal of JTune Consulting LLC where he
provides consulting services to small healthcare companies and
private equity firms and investors.  Prior to starting his
consulting firm, Mr. Tune held positions of increasing
responsibility at Baxter International, most recently as Vice
President and General Manager, Global Drug Delivery.
Concurrently, he served on Baxter's senior management team with
active involvement in cross-business communications, investor
relations and industry outreach and awareness.  At Baxter, Mr.
Tune also served as Vice President, Strategy & Business
Development for the Medication Delivery Group, Director of
Business Planning for the IV Systems Division & US Healthcare
Group, and Director of Marketing for Ambulatory Care Technologies
and Ambulatory Infusion Business.  Mr. Tune received his B.S.
degree in biomedical engineering from the University of Louisville
and his M.B.A. degree from Marquette University.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene's balance sheet at June 30, 2010, showed $27.60 million in
total assets, $60.32 million in total liabilities, and
$32.72 million in stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNILIFE CORPORATION: KPMG LLP Raises Going Concern Doubt
--------------------------------------------------------
Unilife Corporation filed on September 28, 2010, its annual report
on Form 10-K for the fiscal year ended June 30, 2010.

KPMG LLP, in Harrisburg, Pa., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
losses from operations and has an accumulated deficit.

The Company reported a net loss of $29.7 million on $11.4 million
of revenue for fiscal 2010, compared to a net loss of $517,000 on
$20.0 million of revenue for fiscal 2009.

The Company believes that its cash on hand will be sufficient to
sustain planned operations through the second quarter of fiscal
year 2011.

Certain bank loans secured by a subsidiary company had a minimum
debt service ratio financial covenant, with which the Company was
not in compliance as of June 30, 2010.  The $1.3 million long-term
portion outstanding as of June 30, 2010, under these bank term
loans has been reclassified to the current portion of long-term
debt.  In September 2010 the Company received a waiver from its
lender for its previous non-compliance with this covenant.

The Company's balance sheet at June 30, 2010, showed $64.8 million
in total assets, $20.4 million in total liabilities, and
stockholders' equity of $44.4 million.

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

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

                    About Unilife Corporation

Lewisberry, Pa.-based Unilife Corporation (NASDAQ: UNIS; ASX: UNS)
-- http://www.unilife.com/-- is a medical device company focused
on the design, development, manufacture and supply of a
proprietary range of retractable syringes.  Primary target
customers for the Company's products include pharmaceutical
manufacturers, suppliers of medical equipment to healthcare
facilities, and distributors to patients who self-administer
prescription medication.


USG CORPORATION: COO Metcalf Promoted to CEO and President
----------------------------------------------------------
USG Corporation said that effective January 1, 2011, James S.
Metcalf, currently President and Chief Operating Officer, will
become Chief Executive Officer and President, succeeding William
C. Foote as CEO.  Mr. Metcalf will assume full responsibility for
USG's strategic growth and development and for ensuring its
continued operational excellence.

Mr. Foote will continue as executive Chairman of the USG Board of
Directors.  These changes continue the implementation of an
ongoing executive succession plan developed and overseen by Mr.
Foote and the USG Board of Directors over the past few years.

Mr. Metcalf joined USG as a sales trainee in 1980.  In addition to
his experience in the Company's sales organization, he has served
as President of the Company's Building Systems unit, which
includes United States Gypsum Company and USG Interiors, Inc., and
President of its L&W Supply Corporation distribution business.
His executive management experience also includes roles in
marketing and strategy.  Mr. Metcalf serves on the board of
directors of USG Corporation, Molex, Inc., and the National
Association of Manufacturers.  He is also a policy advisory board
member for the Joint Center for Housing Studies at Harvard
University, a chair of the Business Advisory Committee for the
Robert Crown Center in Hinsdale, Ill., and a trustee of the USG
Foundation.

"Jim Metcalf has almost thirty years of experience with USG, and
as President and COO for the past four years, has built a strong
operational team," Mr. Foote stated.  "[Mr. Metcalf] has led the
Company's restructuring efforts to adjust our operations to meet
the challenging conditions we face in the construction and
building materials industries.  [Mr. Metcalf] has excellent
relationships with our customers and has played a key role in
representing the Company with the investment community."

"It has been a distinct privilege to lead this great Company over
the past 15 years," Mr. Foote continued.  "[Mr. Metcalf] has
prepared himself extremely well to become USG's next chief
executive and I look forward to working closely with him as he
assumes this well-deserved role."

Mr. Metcalf said, "I am deeply grateful to have the opportunity to
lead USG's exceptional team as CEO, and I greatly appreciate the
Board's confidence in me.  While we certainly face challenging
economic conditions, I am proud of the resilience of the Company
and excited about our ability to return to a growth agenda as our
markets recover.  We are focused on four strategic priorities:
strengthening our core businesses, expanding internationally,
growing product adjacencies and accelerating innovation.  We are
making excellent progress in all four areas and are confident our
strategy will deliver superior results for our customers,
shareholders and other stakeholders."

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

                           *     *     *

As reported by the Troubled Company Reporter on June 28, 2010,
Moody's Investors Service downgraded USG Corporation's Corporate
Family Rating and Probability of Default Rating to Caa1 from B3.
In a related rating action Moody's downgraded the guaranteed
senior unsecured notes due 2014 to B2 from B1 and the other senior
unsecured debt to Caa2 from Caa1.  The Speculative Grade Liquidity
rating remains SIGIL-3.  The outlook is stable.

The downgrades result from weaker than previously anticipated
operating performance.  Moody's believes that potential demand
increases for wallboard from North American new home construction
and repair and remodeling will not be adequate to generate
sufficient volumes and operating profits to cover USG's interest
expense over the intermediate term.  Furthermore, the non-
residential construction end market, which accounts for about 30%
of USG's revenues, is expected to contract well into 2011.


VERTIS HOLDINGS: Discloses Extension of Exchange Offers
-------------------------------------------------------
Vertis Holdings, Inc. discloses extension of its previously
announced comprehensive refinancing of substantially all of its
principal operating subsidiary Vertis, Inc.'s ("Vertis")
outstanding secured and unsecured indebtedness.  The purpose of
the Refinancing Transactions is to reduce overall debt and
interest costs which would improve Vertis' financial condition.

In an effort to achieve the goals of the Refinancing Transactions,
Holdings continues to pursue certain amendments to the terms of
the Refinancing Transactions, including the previously commenced
(i) private exchange offer, tender offer and consent solicitation
relating to its 13(1)/2 percent Senior Pay-in-Kind Notes due 2014
(the "Senior Notes") and (ii) private exchange offer and consent
solicitation relating to its 18(1)/2 percent Senior Secured Second
Lien Notes due 2012 (the "Existing Second Lien Notes" and,
together with the Senior Notes, the "Notes") (collectively, the
"Offers").  These amendments may include changing the
consideration offered to holders of Notes.  Holdings also
continues to evaluate the appropriate term loans and revolving
credit facility to best achieve its operating and financial goals.
Holdings continues to consider these changes and there can be no
assurance that Holdings will effect these amendments or that
Holdings will not make other changes to the Refinancing
Transactions.

Holdings also announced that it will subsequently make available
certain important supplemental materials regarding the Offers. The
supplemental materials will contain important updates regarding
any changes to the consideration offered to Holders, any
expiration of the Withdrawal Period (as defined below), any
changes to the New Expiration Time (as defined below), any changes
to the other components of the Refinancing Transactions and other
information regarding Vertis and the Offers. Holders are advised
to carefully review the supplemental materials when available.
Until such materials are available, except as set forth herein,
the terms of the Offers as currently set forth in the Offering
Memorandum (as defined below) remain in effect.

As a result of the foregoing, Holdings announced the extension of
the expiration dates of the Offers from 5:00 p.m., New York City
time, on September 30, 2010, to 5:00 p.m., New York City time, on
October 29, 2010 (the "New Expiration Time").

Holders who have tendered their Notes pursuant to the Offers
continue to be given the opportunity to withdraw their tendered
Notes and revoke their consents until further notice (the
"Withdrawal Period").  Holders who validly withdraw their Notes
and revoke their consents will not receive the consideration for
their Notes in the applicable Offer unless such Notes are validly
re-tendered in the applicable Offer at or prior to the New
Expiration Time.

                              Other

Vertis may elect to extend one or both of the Offers.  The Offers
are subject to the terms and conditions set forth in the
applicable confidential offering memorandum and consent
solicitation statement (each, as supplemented, an "Offering
Memorandum") and the related letters of transmittal (each a
"Letter of Transmittal"), each dated April 15, 2010 and as may be
amended by the supplemental materials referred to above.  Vertis
reserves the right to waive, amend or modify in whole or in part
any of the conditions of the Offers in its sole discretion,
including the minimum participation conditions.  The Existing
Second Lien Notes Offer is being extended without a dealer
manager.

Consummation of the Refinancing Transactions, including the
Offers, is subject to the satisfaction or waiver by Vertis of
numerous conditions set forth in the applicable Offering
Memorandum and Letter of Transmittal, as may be amended by the
supplemental materials referred to above, and we cannot assure you
that they will be consummated on the terms described herein, on
the timetable described herein or at all.

As of 5:00 p.m., New York City time, on September 30, 2010,
approximately $186.2 million aggregate principal amount (or
approximately 77.0 percent) of the Senior Notes were validly
tendered in the Senior Notes Offer and the related consents
thereby delivered, and not validly withdrawn.  In addition, as of
5:00 p.m., New York City time, on September 30, 2010,
approximately $350.8 million aggregate principal amount (or
approximately 92.2 percent) of the Existing Second Lien Notes (not
including Existing Second Lien Notes held by Avenue Capital) were
validly tendered in the Existing Second Lien Notes Offer and the
related consents thereby delivered, and not validly withdrawn.

                         About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.

Vertis Holdings' Vertis Inc. and its subsidiaries disclosed that
as of June 30, 2010, it had $1,467,320,000 in total assets,
including $257,193,000 in cash and cash equivalents; and
$1,493,277,000 in total liabilities, including $265,734,000 in
total current liabilities, and a stockholders' deficit of
$25,957,000.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.

                           *     *     *

As reported by the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service assigned Vertis, Inc., a Caa1 Corporate
Family Rating, Caa1 Probability of Default Rating and SGL-3
Speculative Grade Liquidity rating.  Moody's said Vertis' Caa1 CFR
reflects the company's high leverage, thin coverage of total
interest costs, and long-term price and volume pressure on the
print-based advertising and direct marketing products and services
that comprise the majority of the company's revenue.  Moody's
noted Vertis' proposed refinancing transactions would be a second
restructuring closely on the heels of Vertis' 2008 bankruptcy
reorganization.


VISTEON CORPORATION: Completes Reorganization, Emerges from Ch. 11
------------------------------------------------------------------
Visteon Corporation has completed its reorganization and emerged
from the U.S. Chapter 11 process.  With its significantly improved
capital structure, the company is well-positioned for profitable
and sustainable growth.
Visteon completed all conditions of its plan of reorganization,
which was confirmed by the U.S. Bankruptcy Court on Aug. 31 after
overwhelming approval by all creditor and shareholder classes.
Visteon emerged with a stronger balance sheet and about $2.1
billion less consolidated debt than when the company and certain
of its affiliates voluntarily filed for Chapter 11 in the U.S. on
May 28, 2009.

"Today marks a new beginning for Visteon, an opportunity to truly
capitalize on the many operational and financial improvements
achieved before and during the reorganization process," said
Donald J. Stebbins, who continues as chairman, chief executive
officer and president.  "I thank our employees who worked
tirelessly throughout our reorganization.  Additionally, I am
extremely grateful to our customers, suppliers, secured lenders,
bondholders and many others for their support throughout this
difficult process."

Visteon improved its capital and cost structure significantly
during the Chapter 11 process, reducing consolidated debt from
approximately $2.7 billion at the time of the filing to about $600
million today -- a level that allows Visteon to be very
competitive in the Tier 1 automotive supplier industry.

"The new Visteon is focused on four strong product lines --
climate, electronics, interiors and lighting," Stebbins said. "We
have an outstanding global manufacturing and engineering
footprint, with particular strength in the fast-growing markets in
Asia, Eastern Europe and Brazil.  We have an experienced and
talented employee base, complemented by strong joint venture
partners and strategic alliances that provide a competitive
advantage in the key automotive markets of the world."

           Ordinary Shareholders Appeal Plan Order

Bankruptcy Law360 reported that two Visteon Corp. shareholders are
challenging a bankruptcy court decision that they say gave members
of the ad hoc equity committee, but not "ordinary shareholders" in
a separate class, the right to buy a potentially valuable chunk of
stock in the reorganized auto parts maker.

Appellants Mark Taub and Andrew Shirley argue that the disparate
status of their equity claims in the plan, approved Aug. 31,
violates an "equality of treatment" requirement in bankruptcy law,
Law360 says.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.  Visteon expects to emerge
from Chapter 11 upon completion of necessary closing conditions,
which the Company expects to occur by October 1.


WAKULLA BANK: Closed; Centennial Bank Assumes All Deposits
----------------------------------------------------------
Wakulla Bank of Crawfordville, Fla., was closed on October 1,
2010, by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Centennial Bank of Conway, Ark., to
assume all of the deposits of Wakulla Bank.

The 12 branches of Wakulla Bank will reopen during normal banking
hours as branches of Centennial Bank.  Depositors of Wakulla Bank
will automatically become depositors of Centennial Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage.  Customers of Wakulla Bank
should continue to use their existing branch until they receive
notice from Centennial Bank that it has completed systems changes
to allow other Centennial Bank branches to process their accounts
as well.

As of June 30, 2010, Wakulla Bank had around $424.1 million in
total assets and $386.3 million in total deposits.  Centennial
Bank did not pay the FDIC a premium for the deposits of Wakulla
Bank.  In addition to assuming all of the deposits of the failed
bank, Centennial Bank agreed to purchase essentially all of the
assets.

The FDIC and Centennial Bank entered into a loss-share transaction
on $212.7 million of Wakulla Bank's assets.  Centennial Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers. For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-528-6357.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/wakulla.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $113.4 million.  Compared to other alternatives,
Centennial Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Wakulla Bank is the 128th FDIC-insured
institution to fail in the nation this year, and the twenty-fifth
in Florida.  The last FDIC-insured institution closed in the state
was Haven Trust Bank Florida, Ponte Vedra, on September 24, 2010.


WALTER B. SCOTT: Commercial Reasonableness of Sale Debated
----------------------------------------------------------
WestLaw reports that the standards for the sale of collateral set
forth in a security agreement executed by the Chapter 11 debtor
and the creditor were "manifestly unreasonable" under Idaho law.
Accordingly, whether the creditor's sale of certain logging
equipment was commercially reasonable would be governed by the
Idaho Uniform Commercial Code.  Under the security agreement, only
two things were required for a sale to be deemed commercially
reasonable: (1) notice of the sale to the debtor at least ten days
prior to the date of any public sale or after which any private
sale would occur, and (2) publication of the notice of sale in a
newspaper of general circulation in the county where the sale
would occur at least once within ten days prior to the sale.  The
agreement was either silent as to any other aspects of the sale or
expressly disavowed obligations on the part of the creditor.  Such
restraints were tantamount to a waiver or variation of the
debtor's right to commercial reasonableness in "every" aspect of a
sale, including method, manner, time, place, and other terms.  In
re Walter B. Scott & Sons, Inc., --- B.R. ----, 2010 WL 3633927
(Bankr. D. Idaho) (Myers, C.J.).

A copy of the Honorable Terry L. Myers' Memorandum of Decision
dated Sept. 13, 2010, in Financial Federal Credit Inc. v. Walter
B. Scott & Sons, Inc., et al., Adv. Pro. No. 09-07037 (Bankr. D.
Idaho), is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100913399

Chief Judge Myers finds that the Debtor has produced sufficient
facts to establish a genuine issue for trial as to the commercial
reasonableness of the auction.  To determine the reasonable
commercial practices applicable in this case, and thus whether the
auction was ultimately commercially reasonable, the Court will be
required to weigh the opinions of the parties' respective expert
witnesses, and Judge Myers says a trial with the benefit of live
testimony and cross-examination will be necessary.  Accordingly,
Chief Judge Myers denied FFCI's request for declaratory relief on
the commercial reasonableness of the auction.

Walter B. Scott & Sons, Inc, a logging company based in St.
Maries, Idaho, sought chapter 11 protection (Bankr. D. Idaho Case
No. 09-20996) on Sept. 10, 2009; is represented by Gregory Richard
Rauch, Esq., at The Law Offices of Magyar, Rauch & Thie, PLLC, in
Moscow, Idaho; and disclosed assets of at least $1,265,000 and
liabilities totalling $3,462,545 in its Schedules of Assets and
Liabilities.


WARNER MUSIC: Fitch Affirms Issuer Default Ratings
--------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and issue
ratings of Warner Music Group Corp. and its subsidiaries.  The
Rating Outlook is Stable.

Rating Rationale:

  -- The ratings are supported by WMG's market position as the
     third largest music distributor/label, with a 20% market
     share according to Nielsen SoundScan.

  -- Liquidity is sufficient, as the company generates sufficient
     cash to support operations and capital expenditures.  As of
     June 30, 2010, WMG had $400 million in consolidated cash and
     cash equivalents (including $176 million of cash at the
     parent holding company).  There are no maturities until 2014,
     when approximately $900 million in subordinated debt
     (including WMG Holdings Corp. notes) are due.

  -- Fitch notes that 60% to 80% of the company's costs are
     variable / discretionary and the company has been successful
     in reducing costs to offset revenue declines.  The company
     operates in a hit driven cyclical industry in which the
     timing of artist albums release has a material impact on the
     operations of the business.

  -- The industry has been materially impacted by piracy and the
     secular shift from physical recording sales to digital sales.
     Fitch believes that the move to Expanded Right Contracts will
     drive revenue growth at all the major labels and along with
     growth in digital revenues, provide a meaningful offset to
     the decline in physical revenues.

  -- Fitch acknowledges that metrics have weakened as a result of
     a very light release schedule over the last nine months and
     the secular challenges facing the industry.  For the
     remainder of 2010, Fitch expects the release schedule to be
     more robust with recently released albums from Linkin Park,
     Trey Songz, Avenged Sevenfold and Fitch's expected upcoming
     releases from TI, Kid Rock and Flo Rida.  Going forward,
     Fitch expects that the cash interest coverage metric of 2.3
     times will expand from this level as higher margin digital
     revenues grow.

  -- Fitch expects the company to continue to make small
     acquisitions in the music publishing industry in order to
     expand its catalogue.  Fitch does not expect and the ratings
     do not have any tolerance for any leveraging acquisitions.

Rating Drivers:

  -- Fitch does not expect digital sales to offset physical sales
     declines in the intermediate term.  However, an acceleration
     in physical sales declines and/or low single digit digital
     revenue growth that continue to drive overall revenue decline
     in the high single digit may pressure the ratings.

  -- Also, the ratings could be pressured if the second half of
     2010 release schedule is unable to maintain cash interest
     coverage above 2.0x on a latest 12 months basis.

  -- Given the secular challenges facing the industry, rating
     upside is limited.

Fitch believes that the June 2010 LTM cash interest coverage of
2.3x and Fitch calculated free cash flow (before dividend) of
$106 million is at a cyclical trough.  In addition to the light
release schedule, FCF has been impacted by some of the unwinding
of the negative working capital on the balance sheet.  Fitch's
base case projections assume revenues continue to decline due
to physical declines, however, higher margin digital revenues
are expected to provide EBITDA growth.  Fitch expects WMG to
generate Fitch calculated FCF (before dividend) in the range of
$100 million to $150 million range in 2010 and 2011.  As of June
30, 2009, Fitch calculates WMG's gross leverage at approximately
4.9x and net leverage at approximately 3.9x.  Fitch expects
leverage to remain near these levels in 2010 and 2011.

Fitch has affirmed these ratings:

Warner Music Group Corp.

  -- IDR at 'BB-'.

WMG Holdings Corp.

  -- IDR at 'BB-';
  -- Unsecured notes at 'B'.

WMG Acquisition Corp.

  -- IDR at 'BB-';
  -- Secured notes at 'BB';
  -- Subordinated notes at 'B+'.


WESTERN LIBERTY: Inks Warrant Restructuring Agreement with Holders
------------------------------------------------------------------
Western Liberty Bancorp entered into a Merger Agreement, dated
Nov. 6, 2009, as amended by a First Amendment to the Merger
Agreement dated June 21, 2010, each among WL-S1 Interim Bank, a
Nevada corporation, Service1st Bank of Nevada, a Nevada-chartered
non-member bank 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.

In order to assist WLBC in gaining the requisite approval of
certain bank regulatory authorities in connection with the
Acquisition, on Sept. 23, 2010, WLBC entered into a Letter
Agreement with certain warrant holders who have represented to
WLBC that they collectively hold at least a majority of its
outstanding warrants confirming the basis and terms upon which the
parties have agreed to amend the Amended and Restated Warrant
Agreement, dated as of July 20, 2009, as amended by the Amendment
No. 1, dated as of October 9, 2009, each between WLBC and
Continental Stock Transfer & Trust Company, as warrant agent,
previously filed with the Securities and Exchange Commission.  The
Warrant Restructuring Letter Agreement serves as the consent and
approval of each of the Consenting Warrant Holders to amend and
restate the Warrant Agreement.

A full-text copy of the Second Amended And Restated Warrant
Agreement is available for free at:

               http://ResearchArchives.com/t/s?6be5

                       About Western Liberty

Western Liberty Bancorp, formerly Global Consumer Acquisition
Corp., was formed to consummate an acquisition, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.  The
Company is focused on operating as a bank holding company.  It
focuses on providing a range of community banking services.
During the year ended December 31, 2009, the Company had not
generated any revenue.

Western Liberty Bancorp. reached a consent agreement with the
Federal Deposit Insurance Corp.  Western Liberty entered into a
Merger Agreement, dated as of November 6, 2009, for the merger of
WL-S1 Interim Bank, a Nevada corporation, with and into Service1st
Bank of Nevada, a Nevada- chartered non-member bank.

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.


WISE METALS: Names Wesley Oberholzer as Exec. VP & COO
------------------------------------------------------
Wise Metals Group said that Wesley Oberholzer, formerly with
Alcoa, has been named Executive Vice President/Chief Operating
Officer.  The announcement was made by David D'Addario, Chairman
and CEO of Wise Metals Group.

D'Addario also announced one promotion from within Wise Metals
Group, and the creation of an advisory position on his staff.
Joseph Pampinto has been named Plant Manager of Wise Alloys in
Alabama, and J. Phil Tays has been named Special Advisor to the
Chairman.

Oberholzer and his family will locate to the Shoals area from
Massena, New York, and he will be headquartered at the Muscle
Shoals facility.  He will report directly to Chairman and CEO,
David D'Addario, and his responsibilities as Executive Vice
President/Chief Operating Officer will include all divisions.

Wesley Oberholzer began his career after graduation from
Pennsylvania State University with a degree in Industrial and
Business Management Systems Engineering.  He worked as quality
supervisor for Hofmann Industries, then industrial engineer and
manufacturing manager with Cressona Aluminum Company before being
named General Manager of Aavid Precision Extrusion, Inc., in
Franklin, New Hampshire.  In 2000, he joined Alcoa Engineered
Products in Elizabethton, Tennessee, as General Manager, moving to
Alcoa Engineered Solutions in 2002 to become General Manager,
Director of Logistics and Metal Planning, and then Location
Manager for Massena Primary Metals.  Under his leadership, Massena
successfully renegotiated a long term power contract enabling a $1
billion modernization investment, reduced lost workday injuries by
100%, and widened operating margins by 19%. The Massena plant has
annual revenues in excess of $1 billion.

Joseph Pampinto will serve as Plant Manager of the Muscle Shoals
facility for Wise Alloys. He has more than 15 years of experience
in the facility, serving as supervisor, superintendent, area
manager and Senior Vice President/General Manager of Manufacturing
Operations.  His responsibilities, in addition to manufacturing
operations, have included metallurgy, continuous improvement, and
Toledo operations. During his leadership as Senior VP and General
Manager of Manufacturing Operations, the Muscle Shoals facility
completed two multi-million dollar modernizations and has
increased and exceeded production, safety and quality goals.  In
addition, Pampinto has served as a member of the Muscle Shoals
City Council and was past President of the Colbert County Board of
Education.  He and his family live in Muscle Shoals.

As Special Advisor to the Chairman, Mr. Tays will use his
extensive experience in the aluminum industry to help direct
Wise's moves within the marketplace.  Mr. Tays began his career in
the aluminum business in 1969.  He has held several leadership and
management positions, most recently Executive Vice President/Plant
Manager of Wise Alloys, a position he has held since 2006.  The
Mr. Tays family makes their home in Florence.

"We are delighted to add Wes Oberholzer to our team, and are also
pleased to better utilize two highly qualified and experienced
team members from within our ranks," said David D'Addario.  "We
are experiencing tremendous growth in our business, and these
management changes will continue to propel us forward.  We
congratulate Phil and Joe on their new responsibilities, and
welcome Wes to our company and to the community."

                         About Wise Metals

Based in Baltimore, Md., Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States; Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide;
Alabama Electric Motor Service specializing in electric motor and
pump service, repair and replacement; and Alabama Spares And Parts
providing on-site spare part inventory management and procurement
services.

The Company's balance sheet at June 30, 2010, revealed
$534.25 million in total assets, $658.57 million in total current
liabilities, $171.04 million in total non-current liabilities, and
$392.27 million in total members' deficit.



WAKULLA BANK: Closed; Centennial Bank Assumes All Deposits
----------------------------------------------------------
Wakulla Bank of Crawfordville, Fla., was closed on October 1,
2010, by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Centennial Bank of Conway, Ark., to
assume all of the deposits of Wakulla Bank.

The 12 branches of Wakulla Bank will reopen during normal banking
hours as branches of Centennial Bank.  Depositors of Wakulla Bank
will automatically become depositors of Centennial Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage.  Customers of Wakulla Bank
should continue to use their existing branch until they receive
notice from Centennial Bank that it has completed systems changes
to allow other Centennial Bank branches to process their accounts
as well.

As of June 30, 2010, Wakulla Bank had around $424.1 million in
total assets and $386.3 million in total deposits.  Centennial
Bank did not pay the FDIC a premium for the deposits of Wakulla
Bank.  In addition to assuming all of the deposits of the failed
bank, Centennial Bank agreed to purchase essentially all of the
assets.

The FDIC and Centennial Bank entered into a loss-share transaction
on $212.7 million of Wakulla Bank's assets.  Centennial Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers. For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-528-6357.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/wakulla.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $113.4 million.  Compared to other alternatives,
Centennial Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Wakulla Bank is the 128th FDIC-insured
institution to fail in the nation this year, and the twenty-fifth
in Florida.  The last FDIC-insured institution closed in the state
was Haven Trust Bank Florida, Ponte Vedra, on September 24, 2010.


WORKFLOW MANAGEMENT: Files Joint Plan of Reorganization
-------------------------------------------------------
Workflow Management, Inc., et al., have filed a joint plan of
reorganization with the U.S. Bankruptcy Court for the Eastern
District of Virginia.

A copy of the Plan is available for free at:

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

The Debtors have yet to file the disclosure statement explaining
the terms of the Plan.

                         Treatment of Claims

With respect to classified claims:

   Classification                  Treatment
   --------------                  ---------
Class 1 - Priority    Unimpaired; will be fully reinstated or
Non-Tax Claims        retained; claim will be paid in full

Class 2 - First Lien  Holders will retain liens securing first
Lender Claims         lien lender claim and receive deferred cash
                      payments

Class 3 - First Lien  Holders will retain liens securing first
Lender Claims of      lien lender claim and receive deferred
Cross Lien Holders    cash payments

Class 4 - Second      Holders will retain the liens securing the
Lien Lender Claims    second lien lender claim and receive
                      deferred cash payments

Class 5 - Second      Holders will retain liens securing the
Lien Lender Claims    second lien lender claim and receive
of Cross Lien         deferred cash payments
Holders

Class 6 - Other       Holders will (i) receive cash equal to the
Secured Claims        amount of the claim; (ii) retain its lien in
                      the property, or the proceeds of the
                      property, securing the allowed Other Secured
                      Claim and be paid in the ordinary course of
                      business in accordance with the terms
                      existing between the Debtors and the holder
                      with respect to the claim prior to the
                      Petition Date; (iii) retain its lien in the
                      property, or the proceeds of the property,
                      securing the allowed Other Secured Claim and
                      receive deferred cash payments totaling at
                      least the amount of the allowed Other
                      Secured Claim, as of the Effective Date, or
                      (iv) be transferred the collateral securing
                      the claim, each in full and complete
                      satisfaction of the claim

Class 7 - General     Holders will receive either (i)(a) on the
Unsecured Claims      Distribution Date cash payment equal to 50%
                      of the amount of each holder's allowed
                      General Unsecured Claim, without interest,
                      and (b) 60 days after the Distribution Date,
                      an additional cash payment of 50% of the
                      amount of each holder's allowed General
                      Unsecured Claim, without interest; or (ii)
                      payment in the ordinary course of business
                      in accordance with the terms existing
                      between the Debtor and the holder with
                      respect to the claim prior to the Petition
                      Date.

Class 8 - Lease       Holders will receive either (i) (a) on the
Rejection Damage      Distribution Date cash payment equal to 50%
Claims                of the amount of the holder's claim, without
                      interest, and (b) 60 days after the
                      Distribution Date, an additional cash
                      payment equal to 50% of the amount of the
                      holder's Lease Rejection Damage Claim,
                      without interest; or (ii) on the
                      Distribution Date cash payment in the
                      amount of 1/12th of the amount of the
                      Allowed Rejection Damage Claim, without
                      interest, and additional cash payments in
                      the amount of 1/12th of the allowed amount
                      of the claim, without interest, on the last
                      Business Day of each calendar month for the
                      subsequent eleven calendar months beginning
                      in the calendar month that is after the
                      month in which the Distribution Date occurs.

Class 9 - Unsecured   Each claim will be, in full and complete
Note Claims           satisfaction, settlement and release of and
                      in exchange for the claim, reinstated

Class 10 - Unsecured  Each claim will receive, upon the allowed
Contingent Claims     claim becoming a liquidated, fixed, and non-
                      contingent claim (i) (a) 30 days after such
                      date, a cash payment equal to 50% of the
                      amount of the holder's claim, without
                      interest, and (b) 60 days after such date,
                      an additional cash payment in an amount
                      equal to 50% of the amount of the holder's
                      claim without interest; or (ii) all of the
                      legal, equitable and contractual rights to
                      which the claim entitles the holder in
                      respect of the claim will be fully
                      reinstated and retained.

Class 11 -            Each claim will be unimpaired under the
Intercompany Claims   Plan, and will be fully reinstated and
                      retained.

Class 12 - WF         Each allowed WF Capital Equity Interest will
Capital Equity        be unimpaired under the Plan, and will be
Interests             fully reinstated and retained.

Class 13 -            Each allowed Subsidiary Equity Interest will
Subsidiary Equity     be unimpaired under the Plan, and will be
Interests             fully reinstated and retained.

Class 14 -            Each holder of an allowed claim will receive
Convenience Claims    on the Distribution Date a single cash
                      payment equal to 100% of the holder's
                      allowed claim, without interest.

Administrative Expense Claims and Priority Tax Claims are treated
in accordance with Sections 1129(a)(9)(A) and 1129(a)(9)(C) of the
U.S. Bankruptcy Code, respectively.

                      About Workflow Management

Dayton, Ohio-based Workflow Management, Inc. --
http://www.workflowone.com/-- fka Workflow Graphics, Inc., 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.

Workflow Management and its affiliates filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtor in its restructuring effort.

Tavenner & Beran, PLC, is the Debtor's co-counsel and conflicts
counsel.  Arnold & Porter LLP is the Debtor's special counsel.
Kaufman & Canoles, P.C., is the Debtor's corporate counsel.  FTI
Consulting is the Debtor's financial advisor.  Kurtzman Carson
Consultants LLC is the Debtor's claims agent.

The Debtor estimated its assets and debts at $100 million to
$500 million as of the Petition Date.


WORKFLOW MANAGEMENT: Wants Oct. 29 Schedules Filing Deadline
------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
extend by 16 days -- until October 29, 2010 -- the deadline to
file their schedules of assets and liabilities, statement of
financial affairs, and equity list.

The schedules, statement and list are currently due on October 13,
2010.  The Debtors say that due to the complexity and diversity of
their operations, they will be unable to complete their Schedules,
statement, and equity list by the deadline.

                     About Workflow Management

Dayton, Ohio-based Workflow Management, Inc. --
http://www.workflowone.com/-- fka Workflow Graphics, Inc., 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.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Tavenner & Beran, PLC, is
the Debtors' co-counsel and conflicts counsel.  Arnold & Porter
LLP is the Debtors' special counsel.  Kaufman & Canoles, P.C., is
the Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


WORKFLOW MANAGEMENT: Taps McGuireWoods as Bankruptcy Counsel
------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ McGuireWoods LLP as bankruptcy counsel.

McGuireWoods will, among other things:

     (a) advise and consulting on the conduct of the Debtors'
         Bankruptcy cases, including all of the legal and
         administrative requirements of operating in Chapter 11;

     (b) attend meetings and negotiating with representatives of
         creditors, Debtors' employees and other parties in
         interest;

     (c) advise the Debtors in connection with any sales of assets
         or business combinations, including the negotiation of
         asset, stock purchase, merger or joint venture
         agreements, evaluate competing offers, draft appropriate
         corporate documents with respect to the proposed sales,
         and counsel the Debtors in connection with the closing of
         such sales; and

     (d) advise the Debtors in connection with any debtor-in-
         possession and exit financing and cash collateral
         arrangements, and negotiate and draft documents
         relating thereto, and provide advice and counsel with
         respect to any prepetition financing arrangements.

McGuireWoods will be paid based on the hourly rates of its
personnel:

         Associates                                  $325
         Partners                                    $725
         Legal Assistants & Support Staff          $100-$255

Douglas M. Foley, Esq., a partner at McGuireWoods, assures the
Court that the firm is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code.

                     About Workflow Management

Dayton, Ohio-based Workflow Management, Inc. --
http://www.workflowone.com/-- fka Workflow Graphics, Inc., 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.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Tavenner & Beran, PLC, is the Debtors' co-
counsel and conflicts counsel.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


WORKFLOW MANAGEMENT: Wants to Hire Kurtzman Carson as Claims Agent
------------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Kurtzman Carson Consultants LLC as claims, noticing, and
balloting agent.

KCC will, among other things:

     (a) establish and maintain the master list of creditors;

     (b) serve required notices;

     (c) notify potential creditors of the existence and amount of
         Their respective claims as evidenced by the Schedules;
         and

     (d) maintain a copy of the schedules of assets and
         liabilities and statements of financial affairs that the
         Debtors filed with the Court, listing the Debtors' known
         creditors and the amounts owed thereto and provide
         assistance in preparing same if requested by the Debtors.

KCC will charge the Debtors for its services, expenses and
supplies at the rates or prices it set in effect as of the date of
its services agreement with the Debtors in accordance with the KCC
fee structure.  A copy of the services agreement is available for
free at:

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

Albert H. Kass, KCC Vice President of Corporate Restructuring
Services, assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Workflow Management

Dayton, Ohio-based Workflow Management, Inc. --
http://www.workflowone.com/-- fka Workflow Graphics, Inc., 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.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Tavenner & Beran, PLC, is
the Debtors' co-counsel and conflicts counsel.  Arnold & Porter
LLP is the Debtors' special counsel.  Kaufman & Canoles, P.C., is
the Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


WORKFLOW MANAGEMENT: S&P Downgrades Corporate Credit Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Workflow Management Inc. to 'D' from 'CCC-'.  S&P also
lowered the issue-level ratings on the company's first-lien credit
facilities to 'D' from 'CCC'; the corresponding recovery ratings
remain unchanged.

S&P expects to withdraw the ratings over the next several days.

The rating downgrades follow Workflow's announcement September 29
that it and its domestic subsidiaries have filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the State of Virginia.  The previous 'CCC-'
corporate credit rating reflected S&P's belief that the potential
existed for a near-term financial covenant violation, as well as
its expectation that the company would have difficulties in
generating sufficient cash flow to meet debt service obligations
through the remainder of 2010.


YRC WORLDWIDE: Board Approves Tentative Agreement with IBT
----------------------------------------------------------
YRC Worldwide Inc. said its board of directors has approved a
tentative agreement with the International Brotherhood of
Teamsters, and the Teamsters approved submitting the tentative
agreement to the company's Teamster represented employees for
ratification.

The agreement is designed to significantly improve the company's
competitive position in the marketplace.  Additionally, the
agreement provides for re-entry of the YRCW operating companies
into the multi-employer pension plans to which they contribute in
a manner that provides important member benefits while maintaining
an improved competitive market position for the company.
Additional details regarding the terms of the tentative agreement
can be found in the Form 8-K current report filed today with the
Securities and Exchange Commission.

As previously announced, the ratification of the agreement by
company's employees represented by the Teamsters is targeted for
completion by late October 2010.

The Company plans to amend its certificate of incorporation on
September 30, 2010, to implement a reverse stock split with a
ratio of 1:25.  The reverse stock split will be effective on the
NASDAQ exchange on October 1, 2010.  The reverse stock split will
reduce the number of authorized common shares to 80 million from
the current 2 billion and reduce the number of outstanding common
shares to approximately 48 million from the current approximately
1.2 billion.

A full-text copy of the Agreement for Restructuring is available
for free at http://ResearchArchives.com/t/s?6bf8

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The company's balance sheet for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


YRC WORLDWIDE: CEO Zollars to Retire After Recovery Plan Completed
------------------------------------------------------------------
YRC Worldwide Inc. reported that William D. Zollars, chairman,
president and chief executive officer, has informed the Company's
board of directors of his decision to retire from the Company upon
the successful completion of YRC Worldwide's comprehensive
recovery plan.  Mr. Zollars and the board have agreed that he will
retain his current positions through the finalization of the
process and until a new CEO is named.

"Upon the successful resolution of many of our recent business
challenges, the time would be right for me to hand over the reins
to new leadership," said Mr. Zollars.  "I am particularly proud of
all we, as an organization, have accomplished over the past two
years. We have faced unprecedented challenges and had to deal with
the most difficult economic environment our industry has ever
experienced.  I am especially grateful to my team and the many
stakeholders who partnered with us to put the company on an
operationally and financially stable path to recovery.  By
informing the board now of my decision, we will have sufficient
time to identify my successor and ensure a seamless transition to
new leadership."

John A. Lamar, lead director for YRC Worldwide, commenting
for the board, said, "We are grateful to Bill for his exemplary
leadership, first directing the company's business expansion over
more than a decade, and most recently switching gears to help
navigate the organization through its most challenging period. We
are pleased that he will remain at the helm through this process
as we work together to identify his successor."

The company said it would seek candidates from both inside and
outside the organization.

Mr. Zollars, 62, leads one of the largest and most recognizable
global transportation providers. He was named to his current
position in November 1999.  Prior to that, Mr. Zollars was
president of Yellow Transportation, Inc., a predecessor company of
YRCW.  He serves on the boards of CIGNA Corporation, Cerner
Corporation, The Business Roundtable, National Association of
Manufacturers, United Way of Greater Kansas City, American
Trucking Associations and The Carlson School of Management at the
University of Minnesota.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The company's balance sheet for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* 2010 Bank Failures Now 129 as Wakulla and Shoreline Banks Shut
----------------------------------------------------------------
Shoreline Bank of Shoreline, Washington, was closed on Friday by
the Washington Department of Financia Institutions, which
appointed the U.S. Federal Deposit Insurance Corp. as receiver.
The FDIC signed a deal for GBC International Bank, based in Los
Angeles, to assume all deposits of Shoreline Bank.

Wakulla Bank, based in Crawfordville, Florida, was also seized by
a state regulator.  Centennial Bank, Conway, Arkansas, assumed all
of the deposits of Wakulla Bank.

The two failures drained $154.8 million from the FDIC deposit-
insurance fund.

The closing raises the total number of U.S. bank failures to 129
for the year.

                  2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
Wakulla Bank            $424.1    Centennial Bank         $113.4
Shoreline Bank          $104.2    GBC International        $41.4

Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

             829 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said the number of
institutions on its "Problem List" rose to 829 at June 30, 2010
from 775 at March 31, 2010. However, the total assets of "problem"
institutions declined from $431 billion to $403 billion.  Also,
while the number of "problem" institutions is the highest since
March 31, 1993, when there were 928, it is the smallest net
increase since the first quarter of 2009.

The FDIC said 45 insured institutions failed during the second
quarter.

The FDIC said commercial banks and savings institutions insured by
the agency reported an aggregate profit of $21.6 billion in the
second quarter of 2010, a $26 billion improvement from the $4.4
billion net loss the industry posted in the second quarter of
2009.

The Deposit Insurance Fund balance improved for the second quarter
in a row.  The DIF balance -- the net worth of the fund --
improved from negative $20.7 billion to negative $15.2 billion
during the second quarter. The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve, which covers the costs of expected failures. The reserve
declined from $40.7 billion to $27.5 billion during the quarter.

The FDIC's liquid resources -- cash and marketable securities --
remained strong. Liquid resources stood at $44 billion at the end
of the second quarter, a decline from $63 billion at the end of
the first quarter. The decline in cash balances reflects
previously anticipated outlays, primarily related to three bank
failures in Puerto Rico on April 30th.

"As we expected," Chairman Bair said, "demands on cash have
increased this year. But our projections indicate that our current
resources are more than enough to resolve anticipated failures."

Total insured deposits declined by 0.7% ($39 billion) during the
quarter.

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

            http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P's List of Global Corporate Defaults Now at 57 This Year
-------------------------------------------------------------
Japan-based Takefuji Corp. and U.S.-based Workflow Management Inc.
filed for bankruptcy last week.  These two defaults bring the
year-to-date 2010 global corporate default tally to 57, said an
article published by Standard & Poor's, titled "Global Corporate
Default Update (Sept. 24 - 30, 2010) (Premium)."

By region, the current year-to-date default tallies are 41 in the
U.S., two in Europe, five in the emerging markets, and nine in the
other developed region (Australia, Canada, Japan, and New
Zealand).  So far this year, missed interest or principal payments
are responsible for 18 defaults; distressed exchanges account for
16; Chapter 11 and foreign bankruptcy filings account for 14;
receiverships account for two; regulatory directives, debt
reorganization, and the exercising of payment-in-kind toggle
options are responsible for one each; and the remaining four
defaulted issuers are confidential.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 11% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 13% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 16% had recovery ratings of
'3' (meaningful recovery prospects of 50% to 70%). And for the
remaining two rating categories, 11% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
9% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).


* Adviser Takes Heat for Helping Struggling Cities Sell Assets
--------------------------------------------------------------
As cities around the U.S. struggle to raise money, a little-known
financial-advisory firm has grown in clout and courted some
controversy along the way, Dow Jones' DBR Small Cap reports.


* BOND PRICING -- For Week From Sept. 27 to Oct. 1, 2010
--------------------------------------------------------

  Company           Coupon    Maturity   Bid Price
155 E TROPICANA       8.750%     4/1/2012     5.375
ABITIBI-CONS FIN      7.875%     8/1/2009     8.000
ADVANTA CAP TR        8.990%   12/17/2026    12.000
AFFINITY GROUP       10.875%    2/15/2012    47.250
AHERN RENTALS         9.250%    8/15/2013    60.000
AMBAC INC             9.375%     8/1/2011    36.625
AMBASSADORS INTL      3.750%    4/15/2027    50.000
AMER GENL FIN         5.000%   10/15/2010    99.000
AT HOME CORP          0.525%   12/28/2018     0.016
BANK NEW ENGLAND      8.750%     4/1/1999    12.813
BANK NEW ENGLAND      9.875%    9/15/1999    12.625
BANKUNITED FINL       6.370%    5/17/2012     5.000
BEXP-CALL10/10        9.625%     5/1/2014   104.468
BLOCKBUSTER INC       9.000%     9/1/2012     3.250
BOWATER INC           6.500%    6/15/2013    27.500
BOWATER INC           9.500%   10/15/2012    26.000
BRODER BROS CO       11.250%   10/15/2010    98.000
C&D TECHNOLOGIES      5.500%   11/15/2026    69.000
CAPMARK FINL GRP      5.875%    5/10/2012    34.750
CELL GENESYS INC      3.125%     5/1/2013    35.000
CHENIERE ENERGY       2.250%     8/1/2012    42.125
CIR-CALL10/10        10.250%     5/1/2014   103.000
EDDIE BAUER HLDG      5.250%     4/1/2014     5.000
EK-CALL10/10          3.375%   10/15/2033    97.000
ELEC DATA SYSTEM      3.875%    7/15/2023    96.500
EVERGREEN SOLAR       4.000%    7/15/2013    40.375
FAIRPOINT COMMUN     13.125%     4/1/2018     7.550
FAIRPOINT COMMUN     13.125%     4/2/2018     8.050
FEDDERS NORTH AM      9.875%     3/1/2014     0.500
FRANKLIN BANK         4.000%     5/1/2027     1.125
GENERAL MOTORS        7.125%    7/15/2013    31.753
GENERAL MOTORS        7.700%    4/15/2016    30.500
GENERAL MOTORS        9.450%    11/1/2011    28.000
GREAT ATLA & PAC      5.125%    6/15/2011    72.375
GREAT ATLA & PAC      6.750%   12/15/2012    56.773
INDALEX HOLD         11.500%     2/1/2014     0.750
INTL LEASE FIN        4.850%   10/15/2010    96.875
KEYSTONE AUTO OP      9.750%    11/1/2013    40.000
LEHMAN BROS HLDG      4.500%     8/3/2011    20.500
LEHMAN BROS HLDG      4.700%     3/6/2013    17.500
LEHMAN BROS HLDG      4.800%    2/27/2013    19.750
LEHMAN BROS HLDG      4.800%    3/13/2014    21.750
LEHMAN BROS HLDG      5.000%    1/22/2013    18.750
LEHMAN BROS HLDG      5.000%    2/11/2013    20.375
LEHMAN BROS HLDG      5.000%    3/27/2013    20.500
LEHMAN BROS HLDG      5.000%     8/3/2014    19.750
LEHMAN BROS HLDG      5.000%     8/5/2015    19.000
LEHMAN BROS HLDG      5.100%    1/28/2013    19.000
LEHMAN BROS HLDG      5.150%     2/4/2015    20.000
LEHMAN BROS HLDG      5.250%     2/6/2012    22.375
LEHMAN BROS HLDG      5.250%    1/30/2014    18.857
LEHMAN BROS HLDG      5.250%    2/11/2015    20.500
LEHMAN BROS HLDG      5.400%    3/20/2020    15.200
LEHMAN BROS HLDG      5.500%     4/4/2016    22.500
LEHMAN BROS HLDG      5.550%    2/11/2018    19.000
LEHMAN BROS HLDG      5.625%    1/24/2013    23.125
LEHMAN BROS HLDG      5.700%    1/28/2018    19.875
LEHMAN BROS HLDG      5.750%    4/25/2011    21.500
LEHMAN BROS HLDG      5.750%    7/18/2011    21.031
LEHMAN BROS HLDG      5.750%    5/17/2013    21.500
LEHMAN BROS HLDG      5.875%   11/15/2017    21.000
LEHMAN BROS HLDG      6.000%     4/1/2011    20.125
LEHMAN BROS HLDG      6.000%    7/19/2012    22.000
LEHMAN BROS HLDG      6.000%   12/18/2015    19.000
LEHMAN BROS HLDG      6.000%    2/12/2018    18.000
LEHMAN BROS HLDG      6.200%    9/26/2014    22.625
LEHMAN BROS HLDG      6.625%    1/18/2012    21.500
LEHMAN BROS HLDG      6.875%     5/2/2018    23.750
LEHMAN BROS HLDG      6.875%    7/17/2037     0.010
LEHMAN BROS HLDG      7.000%    4/16/2019    19.875
LEHMAN BROS HLDG      7.250%    4/29/2038    18.500
LEHMAN BROS HLDG      8.000%     3/5/2022    19.375
LEHMAN BROS HLDG      8.000%    3/17/2023    19.000
LEHMAN BROS HLDG      8.050%    1/15/2019    20.125
LEHMAN BROS HLDG      8.400%    2/22/2023    19.750
LEHMAN BROS HLDG      8.500%     8/1/2015    21.500
LEHMAN BROS HLDG      8.500%    6/15/2022    19.000
LEHMAN BROS HLDG      8.750%   12/21/2021    18.500
LEHMAN BROS HLDG      8.800%     3/1/2015    21.000
LEHMAN BROS HLDG      8.920%    2/16/2017    19.000
LEHMAN BROS HLDG      9.000%     3/7/2023    19.000
LEHMAN BROS HLDG      9.500%   12/28/2022    19.944
LEHMAN BROS HLDG      9.500%    1/30/2023    19.760
LEHMAN BROS HLDG      9.500%    2/27/2023    17.510
LEHMAN BROS HLDG     10.000%    3/13/2023    18.950
LEHMAN BROS HLDG     10.375%    5/24/2024    20.000
LEHMAN BROS HLDG     11.000%    6/22/2022    19.000
LEHMAN BROS HLDG     11.000%    3/17/2028    18.500
LEHMAN BROS HLDG     11.500%    9/26/2022    19.750
LEHMAN BROS HLDG     18.000%    7/14/2023    18.735
LEHMAN BROS INC       7.500%     8/1/2026    11.000
LOCAL INSIGHT        11.000%    12/1/2017    31.250
MAGNA ENTERTAINM      8.550%    6/15/2010    17.000
MERRILL LYNCH         1.580%     3/9/2011    98.500
NETWORK COMMUNIC     10.750%    12/1/2013    35.013
NEWPAGE CORP         10.000%     5/1/2012    50.050
NEWPAGE CORP         12.000%     5/1/2013    23.500
NORTH ATL TRADNG      9.250%     3/1/2012    62.685
PALM HARBOR           3.250%    5/15/2024    64.150
PL-CALL10/10          5.500%    4/15/2019    98.880
RASER TECH INC        8.000%     4/1/2013    37.000
RESTAURANT CO        10.000%    10/1/2013    30.150
RESTAURANT CO        10.000%    10/1/2013    29.500
SPHERIS INC          11.000%   12/15/2012    21.000
THORNBURG MTG         8.000%    5/15/2013     4.750
TIMES MIRROR CO       7.250%     3/1/2013    41.900
TOUSA INC            10.375%     7/1/2012     1.048
TRANS-LUX CORP        8.250%     3/1/2012    10.200
TRICO MARINE          3.000%    1/15/2027    10.000
TRICO MARINE SER      8.125%     2/1/2013    15.250
WASH MUT BANK FA      5.125%    1/15/2015     0.100
WCI COMMUNITIES       4.000%     8/5/2023     1.000
WCI COMMUNITIES       7.875%    10/1/2013     0.500

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***