TCR_Public/101005.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, October 5, 2010, Vol. 14, No. 276

                            Headlines

ACE CASH: Moody's Affirms Corporate Family Rating at 'B3'
AIRTRAN HOLDINGS: Employee Retention Plan Adopted Amid SWA Bid
ALTA MESA: Moody's Assigns Corporate Family Rating at 'B2'
AMERICAN APPAREL: Denies Bankruptcy Plans Amid FTI Hiring
AMERICAN INT'L: AIA Group IPO Could Fetch Up to $30.5-Bil.

AMERICREDIT CORP: General Motors Deal Won't Affect Fitch B+ Rating
ANGLO IRISH BANK: DBRS Junks Rating on Dated Subordinated Debt
ARIZONA HEART: Court Approves Sale to Vanguard
BLOCKBUSTER INC: Proposes Lease Rejection Procedures
BLOCKBUSTER INC: Proposes to Reject Leases to 145 Closed Stores

BLOCKBUSTER INC: Says Utilities Adequately Assured of Payment
BLOCKBUSTER INC: U.S. Trustee Forms Unsecured Creditors Committee
BLUEEGREEN CORP: Has $75MM Timeshare Facility with Liberty, et al
BOSQUE POWER: Bank Debt Trades at 30% Off in Secondary Market
BROOKSTONE COMPANY: 90.74% of 2012 Notes Tendered by October 1

BTA BANK: Permanent Injunction Hearing Set for Oct. 26
CATHOLIC CHURCH: Wilmington Diocese Files Plan of Reorganization
CATHOLIC CHURCH: Wilmington Has Stay Extended for Parishes
CELL THERAPEUTICS: Reports $3.58 Million Net Loss for August
CENTRAL FALLS, RI: Mayor Challenges Receiver in Court

CHEM RX: Seeks to Sell Stake in Chicago Subsidiary for $2.5MM
CHEMICAL BUILDING: Files for Bankruptcy to Halt Foreclosure
CHINA FRUITS: Posts $149,900 Net Loss in June 30 Quarter
CLAIM JUMPER: Black Canyon Improves Offer as Landry Joins Bidding
CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market

CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
COAST CRANE: Proposes Clearlake-Led Auction for All Assets
COAST CRANE: Gets Court's Interim Nod for $20MM in DIP Loans
COAST CRANE: Gets Court's Nod to Hire T. Scott Avila as CRO
COAST CRANE: Proposes to Continue Wells Fargo Credit Card Pact

DAVITA INC: Moody's Assigns 'Ba2' Rating on Senior Secured Loan
DBSD NA: Can Execute Plan After FCC OK of License Transfers
DELPHI CORP: Blahnik Settles Fraud Case; 4 Execs. to Face Trial
DELPHI CORP: Court Closes 20 Affiliates' Chapter 11 Cases
DELPHI CORP: Judge Denies Dismissal of PBGC Charges

DEX MEDIA WEST: Bank Debt Trades at 13% Off in Secondary Market
DOLLAR THRIFTY: DBRS Confirms 'BB' Issuer Rating
DRYSHIPS INC: Amends HSH Credit Pacts to Regain Compliance
DYNEGY HOLDINGS: Moody's Junks Corporate Family Rating From 'B3'
ENCORIUM GROUP: Posts $805,100 Net Loss in June 30 Quarter

EVRAZ INC: Moody's Assigns 'B1' Rating on $650 Mil. Notes
FEDERAL-MOGUL: Asbestos Trust Wants Injunction Widened for Allianz
FEDERAL-MOGUL: Baldwin & Baldwin Represents PI Claimants
FONTAINEBLEAU L.V.: Bank Debt Trades at 80% Off
FORD MOTOR: Bank Debt Trades at 2% Off in Secondary Market

FORD MOTOR: Hit by UAW Class in Visteon Retiree ERISA Suit
FOREVERGREEN WORLDWIDE: Posts $95,400 Net Loss in June 30 Quarter
FREMONT GENERAL: Asks for KPMG Docs. on $2.8M Fee Request
GATEHOUSE MEDIA: Bank Debt Trades at 63% Off in Secondary Market
GENERAL GROWTH: Proposes Exit Financing Transactions

GENERAL GROWTH: Receives Approval of Brookfield Management Pact
GENERAL GROWTH: Wins Approval of H.S. Wright Settlement Pact
GENMED HOLDING: Posts $426,200 Net Loss in June 30 Quarter
GEOEYE INC: Moody's Assigns 'B3' Rating on $125 Mil. Notes
GEOKINETICS INC: Lenders Grant Financial Covenants Waiver

GEOKINETICS INC: Lenders OK Financial Covenants Waiver
GEOMET INC: Gets NASDAQ Global Market Listing Deficiency Notice
HARMAN INTERNATIONAL: Moody's Raises Corp. Family Rating to 'Ba2'
HARRISBURG, PA: Asks State For Help Solving Financial Woes
HAWKER BEECHCRAFT: To Pay Interest In Cash for Senior Notes

HEALTHSOUTH CORP: Completes Purchase of 30-Bed Rehabilitation Unit
HELIX BIOPHARMA: Posts C$4.2-Mil. Net Loss in April 30 Quarter
HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
HERCULES OFFSHORE: Bank Debt Trades at 14% Off in Secondary Market
HERTZ CORPORATION: DBRS Confirms 'BB' Issuer Rating

HORIZON BANCORPORATION: Swings to $117,000 Profit in Q2 2010
INTERNATIONAL GARDEN: File for Chapter 11 Protection
ISTAR FINANCIAL: Did Not Pay $500MM Under 1st Lien Credit Pact
ITC^DELTACOM INC: EarthLink Deal Won't Affect Moody's 'B3' Ratings
JOECELESTIN CIVIL: Files for Chapter 11 Bankruptcy Protection

LAKE ARROWHEAD AIRPORT: Foreclosure Sale Extended to October 26
LEVEL 3 COMMS: Bank Debt Trades at 9% Off in Secondary Market
LODGENET INTERACTIVE: Withdraws Private Offering of Sr. Notes
LOEHMANN'S CAPITAL: Misses Oct. 1 Interest Payment
LOWER BUCKS: BNY Wants Court to Deny Plan Filing Extension Plea

MARRIOT SUMMIT WATCH: Commercial Units Sent to Receivership
MCA INDUSTRIES: To Start Liquidation of Assets
METRO-GOLDWYN-MAYER: Bank Debt Trades at 56% Off
MEXICANA AIRLINES: Hearing on Recognition Motion Moved to Oct. 21
MEXICANA AIRLINES: JPM Can Access $970,000 for Reimbursement

MEXICANA AIRLINES: May Cut Workforce by Half, Resume Flying Dec.
MORGANS HOTEL: Extends Hudson and Mondrian Loans Until Oct. 2011
MORRIS MANAGEMENT: Partners Want Case Converted to Chapter 7
MORTGAGEBROKERS.COM: Posts $65,800 Net Loss in June 30 Quarter
MOVIE GALLERY: Wins Nod of Key Employee Incentive Plan

NEUROLOGIX INC: Says Phase 2 Trial of NLX-P101 Successful
NEUROLOGIX INC: Posts $4.5 Million Net Loss in June 30 Quarter
NEWPORT PARTNERS: Lenders Extend Forbearance Until January 31
NIELSEN FINANCE: Fitch Assigns 'CCC/RR6' Rating on Senior Notes
NILE SWIM: Tax Sale Threats Forced Chapter 11 Filing

NOBLEPEAK VISION: Offers Patented Technology at Sealed Bid Sale
NORTEL NETWORKS: Administrator for Pension Plans Named
OSI RESTAURANT: Bank Debt Trades at 8% Off in Secondary Market
PALI HOLDINGS: Former CEO Sues Glaser Weil Over Defense Fees
PALMDALE HILLS: SunCal and Lehman File Competing Plans

PAYMENT DATA: Posts $55,200 Net Loss in June 30 Quarter
PETTERS COMPANY: Pleads Guilty to Fraud as Part of Deal
PLANGRAPHICS INC: Posts $329,700 Net Loss in June 30 Quarter
PMA CAPITAL: Fitch Upgrades Ratings on Senior Notes From 'BB+'
POST PROPERTIES: Moody's Affirms 'Ba1' Preferred Stock Rating

QOC I LLC: Files for Chapter 11 in Florida
QOC I LLC: Case Summary & 4 Largest Unsecured Creditors
RCLC INC: Trenton to Buy Aviation Biz. for $10.7 Million
REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
SEALY CORP: Posts $15.82 Million Net Loss in August 29 Quarter

SMITHFIELD FOODS: Fitch Keeps CCC/RR5 Rating on Sr. Unsecured Debt
SOUTH BAY: Committee Fails to Win Authority to Pursue Suits
SOUTH BAY: Removal Period Extended to February 15
SOUTH BAY: Wins Nod to Provide Incentives to 4 Key Employees
SOUTH FINANCIAL: Fitch Upgrades Issuer Default Rating From 'CC'

SPANSION INC: Firm Enters Into Settlement with Chipmos Tech
SUNESIS PHARMA: Prices Underwritten Offering at $0.35/Unit
SUNRISE REAL: Posts $506,900 Net Loss in June 30 Quarter
SUNRISE SENIOR: Enters Into Purchase and Sale Deal With Ventas
TECHNIPOWER SYSTEMS: Plan Confirmation Hearing Set for Oct. 26

THERMOENERGY CORP: Posts $5.6 Million Net Loss in June 30 Quarter
TOR MINERALS: Extends BofA Line of Credit Maturity
TRIBUNE CO: Court Denies Aurelius Plea to Disqualify Chadbourne
TRIBUNE CO: Proposes Plan Settlement With Oaktree & Angelo Gordon
TRIBUNE CO: Step One Lenders Say Oaktree Plan Hides Biggest Issue

TRUMP ENTERTAINMENT: U.S. Trustee Protests Plan to Pay $20MM Fees
UNITED AIRLINES: Fitch Affirms Issuer Default Rating at 'B-'
UNITED WESTERN: Makes Payment to JPM After OTS Non-Objection
US AEROSPACE: Appoints Jim Worsham as Chief Executive Officer
US FIDELIS: Former Owners Give Up Assets to Creditors

VALENCE TECHNOLOGY: Berg & Berg Buys 1.9 Million of Shares
VERIFONE INC: Hypercom Deal Won't Affect Moody's 'B1' Rating
VISTEON CORP: Hit by UAW Class in Retiree ERISA Suit
WLNE-TV: In Receivership; CobbCorp Hired to Sell Channel 6
WORKFLOW MANAGEMENT: Asks for Court's Nod to Use Cash Collateral

WORKFLOW MANAGEMENT: Taps Tavenner & Beran as Conflicts Counsel
WORKFLOW MANAGEMENT: Wants FTI Consulting as Financial Advisor
WORKFLOW MANAGEMENT: Moody's Downgrades Default Rating to 'D'
YRC WORLDWIDE: Board Approves Reverse Stock Split

* FDIC Plans to Auction Loans Totaling $1.12 Billion

* Large Companies With Insolvent Balance Sheets

                            *********

ACE CASH: Moody's Affirms Corporate Family Rating at 'B3'
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of ACE Cash Express
(Corporate Family Rating and senior secured credit facility B3,
senior unsecured debt Caa1), and changed the outlook to stable
from negative.

The rating action reflects ACE's improved profitability, cash
flow, and interest coverage.

In response to the recent recession ACE has reduced company-owned
new store openings and acquisitions and accelerated its closing of
underperforming stores.  These actions, in addition to the
maturation of stores opened during ACE's previous store expansion
phase, as well as cost reductions from restructuring actions, have
improved profitability, cash flow and interest coverage.

ACE has also begun a push into new products, including title loans
and internet-originated payday loans; these products are growing
in volume but are still relatively modest in relation to the check
cashing and payday loan products.

Ace is comparable to peers such as Dollar Financial Group
(B2/stable) in terms of key financial metrics including leverage
(adjusted debt/EBITDAR) and interest coverage; however, ACE lacks
Dollar's geographic diversification, which includes significant
operations in Canada and the UK.  Moreover, although ACE's
intermediate term liquidity profile is acceptable, with
significant unused capacity on its revolving credit facility, the
company remains wholly reliant on wholesale funding and faces
substantial maturities that will require refinancing in calendar
2013 (bank credit facilities) and 2014 (senior notes).

The last rating action for ACE occurred on November 17, 2008, when
Moody's affirmed the company's ratings and changed the outlook to
negative from stable.

Based in Irving, Texas, ACE Cash Express offers check cashing,
payday lending, pre-paid debit card and bill payment services
along with various other financial products.


AIRTRAN HOLDINGS: Employee Retention Plan Adopted Amid SWA Bid
--------------------------------------------------------------
The board of directors of AirTran Holdings Inc. adopted on
September 26, 2010, an employee retention plan to address
potential employee concerns related to the proposed acquisition of
AirTran by Southwest Airlines Co.  By providing enhanced financial
security to Covered Employees during and following completion of
the proposed Merger, the Retention Plan is meant to ensure that
AirTran will have the continued dedication and support of these
employees.

The Retention Plan covers managerial and administrative employees
who may be selected by the compensation committee of the Board or
its designee, as administrator of the Retention Plan.  Under the
Retention Plan, a maximum of $10.2 million has been allocated to
the payment of retention bonuses for designated officer and non-
officer Covered Employees with the amount of any awarded Retention
Bonus to be determined by the Administrator.

Non-officer Covered Employees will be paid 100% of any awarded
Retention Bonus on the first business day 90 days after the
closing of the Merger if the Merger closes prior to the End Date,
as defined in the Retention Plan.  Officer Covered Employees will
be paid 50% of their Retention Bonus in a lump-sum at the closing
of the Merger and 50% on the first business day 180 days after
closing of the Merger.  The Board has determined that the officer
Retention Bonus is equal to their current respective annual base
salaries. The Board has determined that Messrs. Robert L. Fornaro,
Steven A. Rossum, Richard P. Magurno, and Stephen J. Kolski are
ineligible for Retention Bonuses.

Retention Bonus payments are subject to acceleration in connection
with the actual or constructive termination of employment of any
officer Covered Employee within 180 days of closing and any non-
officer Covered Employee within 90 days of closing.

The Retention Plan requires, with limited exceptions, that a
Covered Employee remain employed through the applicable Retention
Bonus payment date to receive his or her Retention Bonus.  If the
closing of the Merger does not occur prior to the End Date then
all Retention Bonuses due under the Retention Plan shall be
forfeited and the Retention Plan will terminate.  Under the
Retention Plan AirTran also reserves, generally, the right to
terminate or amend the Retention Plan at any time without consent
of the Covered Employees prior to closing of the Merger.

            Deal Completion and Consulting Arrangements

On September 26, 2010, the Board approved arrangements with
Messrs. Robert L. Fornaro and Steven A. Rossum whereby, in lieu
of Retention Bonuses, they were granted bonuses of 50% of their
current respective annual base salaries contingent upon the
successful completion of the Merger, provided that, at the time of
payment, such executives acknowledge their intention to remain
employed with AirTran, AirTran Airways, or Southwest for at least
six months after the date the Merger becomes effective.

Messrs. Robert L. Fornaro and Steven A. Rossum also entered into
consulting agreements with AirTran that would become effective
subsequent to the consummation of the proposed Merger.  Each
Consulting Agreement will become effective for a term of 24
months, unless earlier terminated, on such date as the applicable
Consultant no longer serves as an executive of AirTran, AirTran
Airways, or

Southwest, after the closing of the Merger.  Each Consulting
Agreement provides for payment of a consultant fee equal to one-
twelfth of such Consultant's annual base salary as an officer of
AirTran as calculated immediately prior to the closing of the
Merger.  Such fee will be payable in arrears on the first business
day of each month during the term of the Consulting Agreement.

The Consulting Agreements also contain restrictions preventing
either Consultant from using confidential information beyond what
is necessary to perform the services described in such Consulting
Agreement during the term of the Agreement and for two years after
the termination of such Consulting Agreement.  Additionally, each
Consultant has specified limitations on competing with AirTran,
Southwest, or their respective subsidiaries during the term of
such Consulting Agreement.

                          About Southwest

Based in Dallas, Southwest Airlines (NYSE: LUV) --
http://www.southwest.com/-- is the nation's largest carrier in
terms of originating domestic passengers boarded, now serving 69
cities in 35 states.  Southwest currently operates more than 3,200
flights a day and has nearly 35,000 Employees systemwide.

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

At June 30, 2010, the Company had total assets of $2,257,171,000,
total current liabilities of $718,560,000, long-term capital lease
obligations of $17,165,000, long-term debt of $901,699,000, other
liabilities of $110,829,000, deferred income taxes of $4,206,000,
derivative financial instruments of $20,632,000, and stockholders'
equity of $484,080,000.

                           *     *     *

In December 2009, Moody's Investors Service raised its ratings of
AirTran Holdings' corporate family and probability of default
ratings each to Caa1 from Caa2.  The 'Caa1' corporate family
rating considers the still high leverage and AirTran's exposure to
cyclical risks in the airline industry.

As reported by the Troubled Company Reporter on July 9, 2010,
Standard & Poor's Ratings Services raised its ratings on AirTran
Holdings, including the corporate credit rating, to 'B-' from
'CCC+'.  The recovery rating on senior unsecured debt remains '6',
indicating S&P's expectations of a negligible (0% to 10%) recovery
in a default scenario.

"S&P base the upgrade on consistent recent and expected financial
performance and liquidity that should remain sufficient for
operating needs and debt service," said Standard & Poor's credit
analyst Philip Baggaley.  AirTran reported one of the best
earnings among U.S. airlines in 2009 (in terms of margins and
absolute level), mainly due to the fact that the U.S. and global
recession did not hurt its main market (domestic leisure travel)
as badly as business and international traffic.  "That said, S&P
does not expect AirTran to benefit as much from this year's
improvement in industry conditions (including in particular
business and international traffic) as "legacy" airlines (large
hub-and-spoke airlines, such as competitor Delta Air Lines Inc.),"
he continued.

Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on AirTran Holdings Inc. on
CreditWatch with positive implications.

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


ALTA MESA: Moody's Assigns Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Alta Mesa
Holdings, LP in conjunction with its $300 million senior unsecured
note offering.  The assigned ratings are a B2 Corporate Family
Rating, a B3 (LGD4, 69%) rating to the senior unsecured notes, and
a B2 Probability of Default Rating.  The outlook is stable.

Assignments:

Issuer: ALTA MESA HOLDINGS, LP

  -- Probability of Default Rating, Assigned B2

  -- Corporate Family Rating, Assigned B2

  -- Senior Unsecured Regular Bond/Debenture, Assigned 69 - LGD4
     to B3

                        Ratings Rationale

"The B2 CFR reflects Alta Mesa's small scale, its limited
partnership structure, its diverse portfolio of properties located
in Texas, Louisiana, and Oklahoma, and its historically attractive
finding and development costs " said Stuart Miller, Moody's Vice
President.  "The rating also considers the partnership's inventory
of relatively low risk development opportunities and its stated
intention to fund its capital program with internally generated
cash flow."

Alta Mesa was founded in 1987 but was transformed when Denham
Capital Management LP became a limited partner investor in 2006
providing a source of equity capital to fuel the partnership's
growth.  Since 2006, Alta Mesa has successfully employed an
acquire and exploit strategy realizing a 39% CAGR of its proved
reserves.  The partnership's most recent acquisition, the purchase
of The Meridian Resources Corporation, closed in May 2010.  The
cash portion of the $163 million acquisition was financed with a
combination of revolver borrowings and $50 million of new equity
invested in Alta Mesa by Denham.  TMR's assets are complementary
to the legacy assets of Alta Mesa, and the cost of $13.00 per BOE
of proved reserves represents an attractive multiple.

The proceeds from the new senior unsecured note offering will be
used to repay borrowings under the partnership's senior secured
revolving credit facility and to pay a $50 million special
dividend to Denham, essentially reversing its recent equity
investment.  As a result, the TMR acquisition was effectively 100%
debt financed.  Pro forma for the TMR acquisition and the
application of the new note offering, Alta Mesa will have debt to
proved developed reserves of $11.83 per BOE and debt to average
daily production of $31,100, both of which map to a high Caa
rating level.  With pro forma average daily production of 12,100
BOE per day, Alta Mesa's scale also maps to a Caa level.

However, the B2 CFR for Alta Mesa takes into account mitigating
factors including relatively low three year finding and
development costs (all sources) of $11.56 per BOE, a diversified
portfolio of properties with significant production history, and a
conservative management approach towards risk taking.  Alta Mesa's
three year finding cost maps to an "A" rating level according to
Moody's E&P rating methodology.  Drivers behind the partnership's
relatively low finding cost are (1) the successful application of
new technology to older, producing fields in East Texas and South
Louisiana, and (2) the drilling of wells in areas where the
potential exists for multiple pay zones, or multiple opportunities
to complete a commercial well.  In one of its riskier plays, the
Deep Bossier in East Texas, Alta Mesa owns a 25% to 33% non-
operated working interest, a level of exposure that is prudent
given the partnership's limited scale.  To mitigate commodity
price risk, the partnership has used hedges to lock in the price
for approximately 90% of its 2011 PDP production, and
approximately 50% for 2012, 2013, and 2014.  All of these factors
position Alta Mesa for continuing reserve growth without an
increase in leverage.

In January 2012, Denham has the right to call for a liquidity
event which could force a sale of Denham's partnership shares, or
a sale of all of the partnership's assets.  The uncertainty that
is created by this right, and the potential for a recapitalization
or sale of the partnership is a factor in the assigned ratings.

Alta Mesa's liquidity after the note offering is projected to be
$188 million.  The partnership will have a $220 million borrowing
base under its senior secured revolving credit with $56 million
borrowed, and approximately $24 million of cash on hand.  With
management's stated intent to fund its budget using internally
generated cash flow, the partnership appears to have adequate
liquidity to continue the development of its non-producing
reserves and to fund its modest exploration program.

Due to the scale of Alta Mesa, a positive rating action is
unlikely in the immediate future.  A negative rating action could
occur if the partnership's three year finding and development cost
rises above $13 per BOE as this is a key factor offsetting the
limited scale of the partnership.  Additionally any property
acquisitions that are financed primarily with debt or any
liquidity event that increases leverage would likely lead to a
negative rating action.

This is a first time rating for Alta Mesa Holdings, LP.


AMERICAN APPAREL: Denies Bankruptcy Plans Amid FTI Hiring
---------------------------------------------------------
Bloomberg News reports that a lawyer for American Apparel Inc.
said in an interview that FTI Consulting Inc. wasn't hired by the
Company to advise on a bankruptcy restructuring.

As reported in yesterday's Troubled Company Report, American
Apparel said 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.
Lyndon Lea, Founder and Partner of Lion Capital, said it is
working with American Apparel 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."

American Apparel reported a $42.8 million net loss for the first
quarter on revenue of $121.8 million.  The Company is late in
filing financial statement with the Securities and Exchange
Commission for the second quarter.

Bloomberg relates that Deloitte & Touche LLP, the auditor for
2009, resigned and said the company "has not maintained effective
internal control over financial reporting."  Deloitte warned that
it needed further information to be sure there should be no change
in the 2009 financials.

                      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 INT'L: AIA Group IPO Could Fetch Up to $30.5-Bil.
----------------------------------------------------------
The Wall Street Journal's Alison Tudor and Serena Ng report that
this month's initial public offering of AIA Group Ltd., the pan-
Asian life insurance business of American International Group
Inc., will likely value the Asian unit at between $28.5 billion
and $30.5 billion, and could raise more than $15 billion in cash
to repay U.S. taxpayers, people familiar with the deal said.

In March 2010, Prudential plc said it would pay $35.5 billion cash
and stock for all of AIA, but later tried to cut the price to
$30.4 billion after shareholders of the U.K. insurer balked at the
original deal.  AIG's board of directors voted against the lower
Prudential offer and opted to sell about half of AIA in an IPO.
AIA is now slated to list in Hong Kong on Oct. 29, with marketing
to kick off Tuesday.

People familiar with the matter told the Journal the latest
valuation levels reflect an indicative price range for AIA's
shares of HK$18.38 to HK$19.68 (US$2.37 and US$2.54) each.  An IPO
of half the company would fetch about $15 billion, but the total
amount raised could go up to $17.1 billion if investor demand
exceeds the amount of shares offered and an option to sell
additional shares is exercised.

The Journal also reports Bruce Berkowitz, the founder and managing
member of Fairholme Capital Management LLC, said on Monday one of
his mutual funds intends to invest about $1 billion in the IPO.
Fairholme is AIG's single-largest private shareholder.

The Journal also relates another person familiar with the deal
said Monday AIA has also secured a commitment of around $1 billion
from the Kuwait Investment Authority.  KIA is among the largest of
a list of so-called cornerstone investors in the IPO, which also
includes other sovereign-wealth funds and Hong Kong-based tycoons,
the people said.  KIA didn't immediately reply to a request for
comment.

                             About AIG

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

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

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


AMERICREDIT CORP: General Motors Deal Won't Affect Fitch B+ Rating
------------------------------------------------------------------
Fitch Ratings does not expect to alter AmeriCredit Corp.'s long-
term Issuer Default Rating of 'B+' as a result of its acquisition
by General Motors, which occurred.  ACF's ratings are currently on
Rating Watch Evolving.

Resolution of the Rating Watch will be driven by Fitch's ability
to complete an analysis of GM's credit profile and its structural
relationship with ACF.  While ACF is expected to maintain direct
access to the capital markets, its credit ratings will be impacted
by the relative strength of its parent.  Positive rating momentum
could be driven by the determination that GM has a superior credit
profile relative to ACF's existing ratings, while negative rating
action would result should Fitch believe GM has a higher default
probability.  If Fitch is unable to complete a thorough analysis
of both entities, ACF's ratings could be withdrawn.

Separately, upon closing of the merger, ACF's name was changed to
General Motors Financial Company, Inc. The name change will be
reflected on Fitch's web site.

These ratings remain on Rating Watch Evolving:

General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.)

  -- Long-term Issuer Default Rating 'B+';
  -- Senior debt 'BB-/RR3'.


ANGLO IRISH BANK: DBRS Junks Rating on Dated Subordinated Debt
--------------------------------------------------------------
DBRS has downgraded the Dated Subordinated Debt rating of Anglo
Irish Bank Corporation Limited (Anglo Irish or the Bank) to 'C'
from BB.  The rating actions do not impact the various Government
Guaranteed debt ratings of Anglo Irish or the non-guaranteed
senior ratings of Anglo Irish, including its Issuer Rating of BBB
(low).  All non-guaranteed ratings of Anglo Irish remain Under
Review with Negative Implications, where they were placed on 10
September 2010.

This rating action follows the Irish Minster for Finance's (the
Minister) statement indicating that, together with the Attorney
General's office, the Minister's office is working on resolution
and reorganisation legislation that will enable the implementation
of reorganisation measures specific to Anglo Irish Bank and Irish
Nationwide Building Society (not rated by DBRS).  Specifically,
the legislation will address the issue of burden-sharing by
subordinated debt holders.  Given the Minister's statement and the
likely actions, DBRS expects that the subordinated debt holders
will be disadvantaged and will suffer losses as they are made to
share in the costs of supporting Anglo Irish Bank.  Accordingly,
DBRS has lowered the Dated Subordinated Debt ratings to reflect
the likelihood that the legislation would result in the reduction
of principal and/or interest on the outstanding dated subordinated
debt issued by Anglo Irish.

DBRS has also discontinued Anglo Irish Dated Subordinated Debt
rating for debts maturing on or before 29 September 2010
reflecting the expiration of the Credit Institutions (Financial
Liabilities) Scheme, which expired on 29 September 2010.


ARIZONA HEART: Court Approves Sale to Vanguard
----------------------------------------------
A bankruptcy judge has signed off on the sale of Arizona Heart
Institute Ltd.'s assets to Vanguard Health Systems Inc., Dow
Jones' DBR Small Cap reports.

Phoenix, Arizona-based Arizona Heart Institute, Ltd., is a
specialty outpatient clinic dedicated to the prevention, detection
and treatment of cardiovascular diseases.  It was founded by
Edward B. Diethrich, M.D., in 1971, and at its height operated
numerous offices across the Phoenix metropolitan area.

Arizona Heart filed for Chapter 11 bankruptcy protection on
July 30, 2010 (Bankr. D. Ariz. Case No. 10-24062).  C. Taylor
Ashworth, Esq., and Christopher Graver, Esq., at Stinson Morrison
Hecker LLP, assist the Debtor in its restructuring effort.  The
Debtor disclosed $16,925,342 in assets and $8,115,541 in debts as
of the Petition Date.


BLOCKBUSTER INC: Proposes Lease Rejection Procedures
----------------------------------------------------
Blockbuster Inc. and its units ask the U.S. Bankruptcy Court to
issue an order authorizing (i) the proposed expedited procedures
for the future rejection of burdensome unexpired leases, and
(ii) them to take any and all actions as may be necessary and
appropriate to implement and effectuate the Rejection Procedures
as approved by the Court, including the abandonment of personal
property pursuant to Section 554(a) of the Bankruptcy Code.

The Debtors are parties to thousands of unexpired leases,
including real property leases for their retail locations.
Although the Debtors are still reviewing the Leases and may assume
certain Leases in connection with the administration of the cases
or a Chapter 11 plan, in light of the need to close many
underperforming stores, there will inevitably be a large number of
Leases that no longer provide any benefit to their bankruptcy
estates and should be rejected.

Consistent with the practice in large debtor-retailer Chapter 11
cases, and in an effort to conserve the resources of the estates,
the Debtors seek approval of these procedures to facilitate an
expeditious and efficient process for rejecting burdensome Leases:

  (a) The Debtors will file on the docket for the cases a notice
      setting forth the proposed rejection of one or more
      Leases, and will serve the Rejection Notice on the
      non-Debtor counter party under the respective Lease, and
      to other notice parties, which include the statutory
      committee of unsecured creditors, indenture trustees,
      lenders and the United States Trustee;

  (b) With respect to non-residential real property Leases to be
      rejected, the Rejection Notice will set forth the street
      address of real property that is the subject of the Lease,
      the remaining term of the Lease and the name and address
      of the affected landlord.  With respect to personal
      property Leases to be rejected, the Rejection Notice will
      set forth the name and address of the Lease counterparty,
      and a brief description of the personal property Lease to
      be rejected;

  (c) Should a party-in-interest object to the Debtors' proposed
      rejection of a Lease, the party must file and serve a
      written objection to the Notice Parties no later than 10
      calendar days after the date the Rejection Notice is
      filed;

  (d) If no objection is timely filed and served, the applicable
      Lease will be deemed rejected on the effective date set
      forth in the Rejection Notice, or, if no date is set
      forth, the date the Rejection Notice is filed with the
      Court;

  (e) If a timely objection is filed, the Debtors will schedule
      a hearing on the objection and will provide at least five
      days' notice of the hearing to the objecting party and the
      Objection Notice Parties.  If the Court ultimately upholds
      the Debtors' determination to reject the applicable Lease,
      then the applicable Lease will be deemed rejected as of
      the Rejection Date, or as otherwise determined by the
      Court;

  (f) Claims arising out of the rejection of Leases must be
      filed, on or before the later of the deadline for filing
      proofs of claim established by the Court in the cases, or
      45 days after the Rejection Date.  If no proof of claim is
      timely filed, the claimant will be forever barred from
      asserting a claim for rejection damages and from
      participating in any distributions that may be made in
      connection with the cases; and

  (g) If the Debtors have deposited funds with a Lease
      counterparty as a security deposit or other arrangement,
      the Lease counterparty may not set off or otherwise use
      the deposit without the prior authority of the Court or
      agreement of the parties.

The Debtors also seek authority, prior to and through the
Rejection Date, to remove, in their sole discretion, from premises
that are the subject of any rejected Lease, consistent with the
Debtors' ownership rights or other property interests, personal
property that the Debtors have installed in or about the leased
premises, like equipment, fixtures and furniture, which property
is either owned by the Debtors, leased by the Debtors from third
parties, or subject to any equipment financing agreements with
third parties.

To the extent that the Debtors determine that any of their
interest in the property has little or no value or that
preservation will be burdensome to their estates compared with the
expense of removing and storing the property, the Debtors seek
authority to abandon, in their sole discretion, the property
remaining at the premises.  No personal property subject to a true
lease will be abandoned without first rejecting the underlying
lease for the property.

If the Debtors propose to abandon personal property that is
subject to a true lease and located at a premises that is the
subject of a Rejection Notice, the Rejection Notice will indicate
their disposition, and the Debtors propose that the automatic stay
be deemed modified to permit the personal property lessor to
retrieve the abandoned property within seven days of the date the
Rejection Notice is filed.  Should the Debtors propose to abandon
the property, the notice and objection procedures will apply to
the personal property lessor and the Rejection Notice will set
forth a description of the property proposed to be abandoned, as
required by Rule 6007-1 of the Local Bankruptcy Rules for the
Southern District of New York.

In all events, including if property is not retrieved by the
Collection Deadline, the Debtors request that the property be
deemed abandoned pursuant to Section 554 of the Bankruptcy Code as
of the Rejection Date and that the landlord be authorized to
dispose of the abandoned property without liability to any third
party claiming an interest in the abandoned property.

The proposed Rejection Procedures will streamline the Debtors'
ability to reject burdensome Leases, and thereby minimize
unnecessary postpetition obligations, while also providing Lease
counterparties with adequate notice of the rejection of any Lease
and an opportunity to object to the rejection within a reasonable
time period, Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, asserts.

Accordingly, the Debtors submit that the Rejection Procedures
should be approved as they balance the interests of the parties;
are an appropriate exercise of the Debtors' business judgment; and
constitute a common form of relief in many bankruptcy cases in
this and other jurisdictions.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes to Reject Leases to 145 Closed Stores
---------------------------------------------------------------
Blockbuster Inc. and its units seek the Court's (i) approval of
their rejection of 145 unexpired leases of nonresidential real
property, effective as of the Petition Date, and (ii) permission
to abandon certain equipment, fixtures, furniture or other
personal property located in the premises associated with the
rejected Leases.  To the extent any Personal Property remains in
the Leased Premises, the Debtors submit that the property is of de
minimis value and is of no use or benefit to their bankruptcy
estates or creditors.

Prior to the Petition Date, Blockbuster Inc. operated
approximately 3,000 retail store locations across the United
States of America.  Generally, Blockbuster does not own the real
property on which its retail stores are located.  Instead,
Blockbuster leases the real property from numerous lessors and
other counterparties.

Blockbuster has reviewed and analyzed, prior to the Petition Date,
its extensive lease portfolio and the performance of each of its
retail stores.  Blockbuster determined that closure of numerous
underperforming stores would be in its best interests.
Accordingly, the store locations associated with each of the
Leases were closed prior to the Petition Date and Blockbuster has
vacated the Leased Premises.  Blockbuster has also returned the
keys to the Leased Premises to the landlords.

In connection with each of the prepetition retail store closures,
Blockbuster removed personal property to the extent it was cost
effective to do so, and to the extent the property could be
utilized in its ongoing business operations, discloses Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York.  He
notes that Blockbuster also disposed of a limited amount of
personal property, where the property was of no value or
unnecessary to its stores' ongoing operations.  Personal Property
of de minimis value was also left behind in almost all of the
Leased Premises, which the Debtors seek authority to abandon.

Because the Debtors no longer maintain operational retail stores
at the Leased Premises, continued compliance with the terms of the
Leases would be burdensome and would provide no corresponding
benefit to Blockbuster or the stakeholders in the cases, Mr.
Karotkin contends.  He adds that the rejection of the Leases will
maximize the value of the estates and eliminate Leases' associated
operating losses.

As of the Petition Date, Blockbuster continues to be obligated to
pay rent under the Leases even though it has ceased operations at
the premises.  In addition to its obligation to pay rent,
Blockbuster also is obligated to pay for certain property taxes,
utilities, insurance and other related charges associated with the
Leases.

By rejecting the Leases, Blockbuster estimates that it will be
able to achieve cost savings of approximately $19 million in rent
and other related obligations over the remaining term of the
Leases.  Therefore, immediate rejection of the Leases will prevent
the estates from potentially incurring unnecessary administrative
expenses associated with Blockbuster's obligations under the
Leases, Mr. Karotkin points out.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Says Utilities Adequately Assured of Payment
-------------------------------------------------------------
Blockbuster Inc. and its debtor-affiliates, as the marquee
national retailers of movies and games, own and manage over 3,000
stores, 39 distributions centers, and eight corporate office
centers.  These properties are located throughout the United
States of America and its territories, and each requires the
continuous provision of utility services, like electricity,
natural gas, oil, water, sewer, telecom, trash collection, and
other services, from hundreds of local and regional utilities, as
that term is used in Section 366 of the Bankruptcy Code.

Given the large scale nature of their retail operations, the
Debtors employ an outside vendor, Advantage IQ, Inc., to help them
aggregate and manage the utility payments for their various
properties.

By this motion, the Debtors ask the Court to:

  (a) approve their proposed adequate assurance for postpetition
      Utility Services;

  (b) approve their proposed adequate assurance procedures;

  (c) establish procedures for resolving any objections by the
      Utility Companies relating to the Adequate Assurance
      Procedures; and

  (d) prohibiting the Utility Companies from altering, refusing
      or discontinuing service to, or discriminating against,
      the Debtors solely on the basis of the commencement of
      the Chapter 11 cases, a debt that is owed by the Debtors
      for services rendered prepetition, or on account of any
      perceived inadequacy of the Debtors' Proposed Adequate
      Assurance.

Interruption or termination of the Utility Services during the
pendency of the cases would severely hinder Blockbuster's business
operations and its ability to successfully reorganize as unplanned
"dark" stores or unexpected delays in the processing of rental
product at its distribution facilities could result in consumers
and the market misinterpreting the business disruptions as
indications of Blockbuster's imminent liquidation, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, tells
Judge Burton Lifland.  Accordingly, the Debtors seek to establish
an orderly process for providing adequate assurance to their
Utility Companies without jeopardizing their business operations.

For the last 12 months, the Debtors have, on average, paid an
aggregate of approximately $1.8 million per two-week period on
account of Utility Services for stores and other facilities that
they are currently operating.  The Debtors have also provided
approximately $4.3 million of surety bonds or cash deposits to
secure certain of their obligations with respect to some of the
Utility Companies.

As of the Petition Date, the Debtors had approximately $25 million
of cash on hand, and have sought authority to incur $125 million
in postpetition financing, which will further ensure that
sufficient funds are available to make postpetition payments to
Utility Companies.  Nonetheless, to the extent that any Utility
Company believes additional assurance is required, the Debtors
propose certain adequate assurance and procedures, pursuant to
which they propose to deposit into a segregated account, an amount
equal to two weeks of Utility Services, calculated as a historical
average over the last 12 months.

The Adequate Assurance Deposit will be maintained until the
earlier of (i) entry of a Court order authorizing the return of
the Adequate Assurance Deposit to the Debtors, or (ii) the
effective date of a Chapter 11 plan for the Debtors.

The Debtors, however, will have the right to reduce the Adequate
Assurance Deposit to the extent (i) that deposit includes an
amount on account of a Utility Company that the Debtors
subsequently determine should be removed from the Utility Services
List, or an additional assurance request is properly served by a
Utility Company and any settlement results in the Utility
Company's removal from the Utility Services List, among other
reasons.  The Debtors estimate that the total amount of the
Adequate Assurance Deposit will be approximately $1.14 million.

The Debtors submit that the Adequate Assurance Deposit, together
with the Debtors' ability to pay for future Utility Services in
the ordinary course of business with their postpetition financing
constitutes sufficient adequate assurance to the Utility
Companies.  If any Utility Company believes additional assurance
is required, however, it may request that assurance.

In light of the severe consequences to the Debtors of any
interruption in services by the Utility Companies, but recognizing
the right of each Utility Company to evaluate the Proposed
Adequate Assurance on a case-by-case basis, the Debtors propose
that the Court approve and adopt certain procedures for any
Utility Company not satisfied with the Proposed Adequate Assurance
to request additional adequate assurance.  The Debtors propose
that a Utility Company may file an Additional Assurance Request,
which the parties may resolve by mutual agreement.

If an Additional Assurance Request is not mutually resolved, the
Debtors will file a motion seeking a hearing to determine the
adequacy of assurance of payment with respect to the requesting
Utility Company.  Pending resolution of any Determination Motion,
the Utility Company will be prohibited from altering, refusing or
discontinuing service to the Debtors on account of unpaid charges
for prepetition services, the filing of these cases, or any
objections to the adequacy of the Proposed Adequate Assurance.

The Debtors further propose that any Utility Company that objects
to the Adequate Assurance Procedures must file a written objection
and serve the Objection on certain notice parties, which include
the U.S. Trustee and the Lenders, by October 12, 2010.  The
hearing to consider the Motion is currently set for October 19,
2010.

To the extent that the Debtors identify additional Utility
Companies, the Debtors will promptly file amendments to the
Utility Services List and will serve copies of the Motion and the
Proposed Order on newly identified Utility Companies.

In addition to securing Utility Services for Blockbuster's stores,
distribution centers, and corporate headquarters directly from the
Utility Companies, Blockbuster also obtains certain Utility
Services pursuant to certain contracts with third party vendors,
who purchase the underlying commodity for Blockbuster at a
contractual rate and arrange for the delivery of the commodity to
Blockbuster's properties.

The Debtors expect that certain of the Utility Vendors will assert
that the Provision Contracts constitute "forward" and "commodity"
contracts and, as a result, attempt to terminate the Provision
Contracts without notice to the Court on the basis of their
purported exemption from the provisions of the automatic stay.
Although the Debtors are not asserting a position with respect to
whether the Provision Contracts are entitled to that extraordinary
status, the Debtors submit that the continuous provision of
Utility Services pursuant to the Provision Contracts is essential
to Blockbuster's reorganization under Chapter 11, especially where
over 175 of its stores are covered by those Provision Contracts.

To avoid immediate and irreparable harm to the estates, the
Debtors propose to provide each accepting Utility Vendor with a
cash deposit in an amount equal to the average monthly spend under
the Accepting Utility Vendor's Provision Contract, on the
condition that the Commodity Deposit be applied solely against any
amounts accrued and outstanding on a postpetition basis.

In exchange for the Commodity Deposit, the Accepting Utility
Vendor will be deemed to have agreed to forbear from exercising
its termination rights, if any, for a period equal to the shorter
of (i) entry of an order approving the Debtors' assumption and
rejection of the Provision Contract pursuant to Section 365 of the
Bankruptcy Code, or (ii) 90 days from the Petition Date, provided
that in no event will acceptance of the proposed deposit be deemed
a waiver and admission of the Accepting Utility Vendor's status as
either a "forward merchant" or "utility provider" as the terms are
defined in the Bankruptcy Code.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: U.S. Trustee Forms Unsecured Creditors Committee
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appoints nine
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Blockbuster Inc., and its debtor affiliates:

  1. The Bank of New York Mellon Trust Company, N.A.
     101 Barclay Street - 8 West
     New York, New York 10286
     Attention: Stuart Rothenberg, Vice President
     Telephone: (212) 298-1977
     Fax: (212) 667-9465

  2. Scott Siegel
     1 Granada Lane
     Atlantic Beach, New York 11509

  3. David A. Segal
     3523 McKinney Avenue #611
     Dallas, Texas 75204

  4. Universal Studios Home Entertainment LLC
     100 Universal City Plaza 1440 - 6th Floor
     Universal City, California 91608
     Attention: John Roussey, Vice President - Credit
     Telephone: (818) 777-7601
     Fax: (818) 866-2314

  5. Integrated Process Technologies
     a/k/a FM Facility Maintenance
     10 Columbus Blvd. - 4th Floor
     Hartford, Connecticut 06106
     Attention: James Reavey, President/CEO
     Telephone: (860) 466-7404
     Fax: (860) 466-7418

  6. AT&T Services, Inc.
     One AT&T Way - Room 3A218
     Bedminster, New Jersey 07921
     Attention: James W. Grudus, General Attorney
     Telephone: (908) 234-3318
     Fax: (832) 213-0157

  7. Weingarten Realty
     2600 Citadel Plaza Drive - Suite 125
     Houston, Texas 77008
     Attention: Jenny J. Hyun,
                 Vice President/Associate General Counsel
     Telephone: (713) 866-6057
     Fax: (713) 880-6146

  8. Developers Diversified Realty Corp.
     3300 Enterprise Parkway
     Beachwood, Ohio 44122
     Attention: Eric C. Cotton, Associate General Counsel
     Telephone: (216) 755-5500
     Fax: (216) 755-1615

  9. Centro Properties Group
     420 Lexington Avenue
     New York, New York 10170
     Attention: Michael Moss - Executive Vice President
     Telephone: (212) 869-3000
     Fax: (212) 302-4776

The Bank of New York Mellon, Universal Studios Home Entertainment,
Integrated Process Technologies, AT&T, and Developers Diversified
are among Blockbusters' 50 largest unsecured creditors, holding
these claims:

  The Bank of New York Mellon     $315,121,589
  Universal Studios                  8,286,890
  Integrated Process                 1,987,339
  AT&T                               2,732,933
  Developers Diversified             1,245,523

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLUEEGREEN CORP: Has $75MM Timeshare Facility with Liberty, et al
-----------------------------------------------------------------
Bluegreen Corporation said it has an existing $75.0 million
timeshare receivables hypothecation facility with a syndicate of
lenders led by Liberty Bank.  The revolving advance period under
this facility ended on August 27, 2010.

On September 27, 2010, Liberty amended this facility to extend
the revolving advance period of the facility to November 26, 2010.
Additionally, through November 26, 2010, the interest rate on
amounts outstanding under the facility will increase from one-
month LIBOR plus 2.5%, subject to a floor of 5.75% to the Prime
Rate plus 2.25%, subject to a floor of 6.5%.

The Company said, "We are currently in discussions with Liberty
regarding the extension of the advance period under this facility
for an additional two years but there is no assurance that such
extension will be obtained on favorable terms, if at all.  If the
advance period is not further extended by November 26, 2010, the
interest rate charged on outstanding amounts will revert back to
one-month LIBOR plus 2.5%, subject to a floor of 5.75%."

Bluegreen Corporation -- http://www.bluegreencorp.com/-- is a
provider of places to live and play through its resorts and
residential community businesses.  The company is organized into
two divisions: Bluegreen Resorts and Bluegreen Communities.
Bluegreen Resorts acquires, develops and markets vacation
ownership interests (VOIs) in resorts located in drive-to
vacation destinations and provides various services to third-
party resort owners.  Bluegreen Communities acquires, develops
and subdivides property and markets residential land homesites,
which are sold directly to retail customers who seek to build a
home in a residential setting, in some cases on properties
featuring a golf course and related amenities, and also offers
real estate consulting and other services to third parties.  It
also generates income from its resort management business and
through interest income earned from the financing of individual
purchasers of VOIs, and homesites sold by Bluegreen Communities.

Bluegreen Corp. has a 'CCC' corporate credit rating, with positive
outlook, from Standard & Poor's Ratings Services.


BOSQUE POWER: Bank Debt Trades at 30% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Bosque Power
Company LLC is a borrower traded in the secondary market at 69.50
cents-on-the-dollar during the week ended Friday, October 1, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.90
percentage points from the previous week, The Journal relates.
The Company pays 525 basis points above LIBOR to borrow under the
facility, which matures on December 22, 2014.  Moody's has
withdrawn its rating while Standard & Poor's does not rate the
bank loan.  The loan is one of the biggest gainers and losers
among 206 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates an 800-megawatt natural gas fired power plant.  The
power-generating facility located in Laguna Park, commenced
operations as a natural-gas power plant in 2000.  Bosque Power
Partners owns 100% of the membership interest in Bosque Power.

Bosque Power filed for Chapter 11 protection on March 24, 2010
(Bankr. W.D. Tex. Case No. 10-60348).  Henry J. Kaim, Esq., at
King & Spalding LLP, serves as bankruptcy counsel to the Debtor.
The Debtor also tapped Morgan, Lewis & Bockius LLP as special
corporate counsel; Greenhill & Co. LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims agent.  In its petition,
the Debtor estimated assets and debts both ranging from
$100 million to $500 million.


BROOKSTONE COMPANY: 90.74% of 2012 Notes Tendered by October 1
--------------------------------------------------------------
Brookstone Company, Inc., said $154,263,000 principal amount of
its 12% Second Lien Senior Secured Notes due 2012 had been
tendered by 5:00 p.m. New York City time on October 1, 2010, in
response to Brookstone's offer to purchase 2012 Notes for cash
(subject to possible proration) or acquire them in exchange for
new 13% Second Lien Senior Secured Notes due 2014.  That is 90.74%
of all of the outstanding 2012 Notes.

Brookstone's offer will not expire until October 18, 2010 (or a
later date if it is extended).   However, the time for tendering
holders to elect to receive cash expired at 5:00 p.m., New York
City time on October 1.  All holders who tender 2012 Notes after
that time will receive their consideration solely in the form of
2014 Notes, at the rate of $900 principal amount of 2014 Notes per
$1,000 principal amount of 2012 Notes.  Also, the right of
tendering holders to withdraw tenders expires at that time.

One of the conditions to Brookstone's obligation to acquire 2012
Notes that are tendered in response to its offer is that at least
95% in principal amount of 2012 Notes be tendered.  Tenders of an
additional $7,237,000 of 2012 Notes before the offer expires would
cause the 95% minimum tender condition to be met.  Even if the
condition is not satisfied by tenders between October 1 and the
October 18 expiration of the offer, Brookstone has the right to
waive the condition with the consent of holders of 66-2/3% of the
2012 Notes that were tendered by 5:00 p.m. on October 1.

Tenders of 2012 Notes are automatically accompanied by consents to
amend the Indenture that governs the 2012 Notes to remove all the
covenants and events of default, other than those relating to the
obligation to pay principal and interest when it is due, and to
release the collateral for the 2012 Notes, which is substantially
all the assets of Brookstone and its subsidiaries.  If Brookstone
acquires the tendered 2012 Notes, those assets will become
collateral for the 2014 Notes.  The consents that were received by
October 1, 2010 are sufficient to enable Brookstone to amend the
Indenture whenever Brookstone agrees to accept all the 2012 Notes
that are validly tendered and not withdrawn and Brookstone waives
all the conditions to its obligation to do that (including the
condition that 95% in principal amount be tendered).

As reported by the Troubled Company Reporter on June 14, 2010,
Standard & Poor's Ratings Services lowered its unsolicited
corporate credit rating on Brookstone Co. Inc. to 'CC' from 'CCC'.
At the same time, S&P lowered its unsolicited issue-level rating
on Brookstone Co. Inc.'s outstanding $170 million of 12% second-
lien notes due 2012 to 'C' from 'CCC-'.  The recovery rating on
this debt remains '5'.  The outlook is negative.

The downgrades follow Brookstone's announcement that its wholly
owned subsidiary, Brookstone Co. Inc., has commenced an offer to
acquire its outstanding 12% second-lien notes due 2012 held by
investors.  The tendering holder can elect to either receive
$800 million principal amount of new 12% second-lien notes due
2017 or $800 in cash for each $1,000 principal amount of 2012
notes.  Brookstone will pay accrued interest on issued exchange
notes from April 16 (the last interest payment date) and will pay
80% of accrued interest from that date for 2012 notes tendered for
cash.  The deal is conditioned on participation by two-thirds in
principal amount of the outstanding issue.  The deadline to
exchange is June 18, 2010.

S&P said the company's stockholders are contributing cash to
buyback the 2012 notes, which is expected to be $13.33-$20 million
range.  If the total cash tenders exceed this amount, the cash
portion will be prorated with the balance distributed in new
exchange notes.  A tendered 2012 note holder is expected to also
deliver a consent to release the collateral securing the notes,
which will then back the new 2017 notes, and eliminate covenants
and some events of default.  Approval of the release of the
collateral requires consent of two-thirds by principal amount of
the existing issue.

If Brookstone were to complete an exchange offer, S&P would lower
the corporate credit rating to 'SD' (selective default) and lower
the existing exchanged issue-level ratings to 'D'.  S&P would then
assign a new corporate credit rating to Brookstone based on its
assessment of its new capital structure and liquidity profile,
while taking into account its business prospects and other
relevant rating considerations.

Based in Merrimack, New Hampshire, Brookstone is a nationwide
specialty retailer offering an assortment of consumer products
that are functional in purpose, distinctive in quality and design
and not widely available from other retailers.


BTA BANK: Permanent Injunction Hearing Set for Oct. 26
------------------------------------------------------
The Honorable James M. Peck will hold a hearing in Manhattan at
10:00 a.m. on Oct. 26, 2010, to review a motion by Anvar
Galimullaevich Saidenov, the Chairman of the Management Board and
Foreign Representative of BTA Bank, for permanent injunctive
relief in support of a court-approved and creditor-endorsed
restructuring plan pursuant to 11 U.S.C. Secs. 105(a), 350,
1507(a), 1509(b)(2)-(3), 1517(d) and 1521(a).

                         About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.

JSC BTA Bank, also known as BTA Bank of Kazakhstan, commenced
insolvency proceedings in the Specialized Financial Court of
Almaty City, Republic of Kazakhstan.  Anvar Galimullaevich
Saidenov, the Chairman of the Management Board of BTA Bank, then
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638) on
Feb. 4, 2010, estimating more than US$1 billion in assets and
debts.

On March 9, 2010, the Troubled Company Reporter-Europe reported
that JSC BTA Bank was granted relief in the U.S. under Chapter 15
when the bankruptcy judge in New York recognized the Kazakh
proceeding as the "foreign main proceeding."  Consequently,
creditor actions in the U.S. were permanently halted, forcing
creditors to prosecute their claims and receive distributions
in Kazakhstan.

In the U.S., the Foreign Representative is represented by Evan C.
Hollander, Esq., Douglas P. Baumstein, Esq., and Richard A.
Graham, Esq. -- rgraham@whitecase.com -- at White & Case LLP in
New York City.

Bloomberg News reports that the Specialized Financial Court of
Almaty approved BTA Bank's debt restructuring on Aug. 31, 2010,
trimming its obligations from $16.7 billion to $4.2 billion, and
extending its longest maturity dates to 20 year from eight.
Creditors who hold 92 percent of BTA's debt approved the
restructuring plan in May.  BTA reportedly distributed
$945 million in cash to creditors and new debt securities
including $5.2 billion of recovery units (representing an 18.5%
equity stake) and $2.3 billion of senior notes on Sept. 1, 2010.
BTA forecasts profit of slightly more than $100 million in 2011,
Chief Executive Officer Anvar Saidenov told reporters in Almaty.


CATHOLIC CHURCH: Wilmington Diocese Files Plan of Reorganization
----------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., delivered to Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware its Chapter 11 Plan of Reorganization on
September 22, 2010.

Bishop W. Francis Malooly signed the Plan, a copy of which is
available for free at:

        http://bankrupt.com/misc/Church_W_Plan_09222010.pdf

No accompanying disclosure statement was filed and no hearing was
set for the approval of a disclosure statement.

The Plan provides for a Pro Rata Distribution of Allowed Class 3A
Personal Injury Tort Claims from the Personal Injury Tort Claims
Payment Account.  On the Plan's effective date, a Plan Trust will
be created and a Plan Oversight Committee will be established.
The Plan Oversight Committee will consist of two members of the
Official Committee of Unsecured Creditors, two members of the Lay
Employees Committee, and one Non-Diocese Pooled Investor, all to
be chosen by the Bankruptcy Court at the Confirmation Hearing.

The Plan also provides for alternative dispute resolution
procedures, or ADR, and lists certain voluntary undertakings by
the Diocese and the bishop.

                   Liquidation and Allowance
                of Personal Injury Tort Claims

Each holder of a Class 3A Personal Injury Tort Claim may elect on
his or her Ballot to be treated as a holder of:

  (a) an ADR Personal Injury Tort Claim, allowance and
      liquidation of which will be governed by the Personal
      Injury Tort ADR Process;

  (b) a Litigation Personal Injury Tort Claim, allowance and
      liquidation of which will be governed by the Personal
      Injury Tort Litigation Process; or

  (c) a Convenience Personal Injury Tort Claim, allowance and
      liquidation of which will be governed by the terms of the
      Plan.

Each Convenience Personal Injury Tort Claim will be Allowed for
$75,000 for Claims against Diocesan priests or employees, or
$25,000 for Claims against Religious Order priests, if the Special
Arbitrator determines that the sworn statement, along with the
Proof of Claim filed by the holder of the Claim, establish a prima
facie case that the holder suffered sexual abuse for which the
Debtor or a Non-Debtor Catholic Entity could be held civilly
liable under applicable nonbankruptcy law.

Within 10 days after Allowance of a Convenience Personal Injury
Tort Claim, the holder of the Claim will receive a distribution
from the Personal Injury Tort Claims Payment Account equal to 50%
of the Allowed amount of his or her Class 3A Claim.  Any
distribution made pursuant to the Plan will be final and
indefeasible, and will not be subject to reduction or disgorgement
in the event the percentage distribution on other Allowed 3A
Claims is less than 50%.

After (i) every Class 3A Claim has been Allowed or Disallowed, and
(ii) all fees and expenses payable from the Personal Injury Tort
Claims Payment Account have been paid, each holder of an Allowed
Class 3A Claim will receive a Pro Rata Distribution on the Claim
from the Personal Injury Tort Claims Payment Account in full
satisfaction of his or her Class 3A Claim, provided that the
amount of Distribution to any holder of a Convenience Personal
Injury Tort Claim will be reduced by the amount of the
Distribution made under the Convenience Treatment of the Claim.

The Plan Trust will assume all liabilities, and succeed to all
rights and defenses, of the Diocese and the Third-Party Releasees
with respect to Personal Injury Tort Claims arising from or
relating to any sexual abuse that occurred prior to the
Confirmation Date.

To the extent not previously removed pursuant to Rule 9001 of the
Federal Rules of Bankruptcy Procedure and Section 1452 of the
Judicial and Judiciary Procedures Code, all cases pending in the
Superior Court in which Personal Injury Tort Claims and Third-
Party Indemnity Claims are asserted will be removed to the
District Court for estimation and liquidation of Personal Injury
Tort Claims under the Personal Injury Tort ADR Process or the
Personal Injury Tort Litigation Process, as applicable.  After the
Confirmation Date, the Diocese will file a motion in the District
Court pursuant to Section 502(c)(1) of the Bankruptcy Code to
estimate for distribution purposes the aggregate Allowed amount of
all Personal Injury Tort Claims.

               Personal Injury Tort ADR Process

After consultation with the Creditors Committee, the Diocese will
identify a disinterested person to serve as special arbitrator,
and propose binding arbitration procedures, subject to approval by
the Bankruptcy Court at the Confirmation Hearing, by which the
Special Arbitrator will determine the Allowed amount of any ADR
Personal Injury Tort Claims.

Bishop Malooly says that the identity of the Special Arbitrator
and the Arbitration Procedures will be set forth in a Supplemental
Plan Document.

At a minimum, the Arbitration Procedures will require, as a
prerequisite to commencement of the arbitration, that the claimant
will have tendered to the Plan Trust a sworn statement, along with
demand as to the Allowed amount of the claimant's Personal Injury
Tort Claim.  The Plan Trust may either accept the demand or make a
counter-demand.

In the event the matter proceeds to arbitration, the Arbitration
Procedures will require the claimant to establish, by a
preponderance of the evidence, (i) the occurrence of sexual abuse
for which the Diocese or a Non-Diocese Catholic Entity may be held
civilly liable for damages under applicable nonbankruptcy law, and
(ii) the amount of compensatory damages to which the claimant is
entitled under applicable nonbankruptcy law, provided that nothing
in the Arbitration Procedures will preclude the Plan Trust from
stipulating to liability and proceeding with arbitration solely as
to the amount of compensatory damages, if deemed appropriate by
the Plan Trustee in his or her sole discretion.

            Personal Injury Tort Litigation Process

Pursuant to Rule 9019-3 of the Local Rules of the United States
Bankruptcy Court for the District of Delaware, the Bankruptcy
Court will refer all Litigation Personal Injury Tort Claims to
mediation before a disinterested person identified by the Diocese
in consultation with the Creditors Committee not later than 21
days prior to the Voting Deadline and subject to approval at the
Confirmation Hearing.  The identity of the Special Mediator will
be set forth in a Supplemental Plan Document.

Should the Plan Trust and the holder of a Litigation Personal
Injury Tort Claim be unable to reach agreement as to the Allowed
amount of the claim via mediation, the claimant may elect (i) to
submit to binding arbitration before the Special Arbitrator, which
election will be irrevocable, or (ii) to proceed with litigation
against the Plan Trust in the District Court, which election will
be revocable.

                     Effect of No Election

Each holder of a Class 3A Claim, who does not elect on his or her
Ballot to be treated as a holder of (i) an ADR Personal Injury
Tort Claim, (ii) a Litigation Personal Injury Tort Claim, or
(iii) a Convenience Personal Injury Tort Claim by making an
election on the holder's Ballot will be deemed to have elected
treatment as a holder of a Convenience Personal Injury Tort Claim,
which election will be irrevocable.

              Civil Complaint by Personal Injury
                   Litigation Tort Claimant

If a holder of a Personal Injury Litigation Tort Claim has not
filed a civil complaint alleging the Claim in the Superior Court
or District Court before making an election to be treated as a
holder of a Personal Injury Litigation Tort Claim, the holder must
file in the District Court and serve on the Plan Trustee a
petition within 60 days after the Effective Date.  If a holder of
a Personal Injury Litigation Tort Claim does not file and serve
the complaint, the holder will be deemed to have elected treatment
as a holder of a Convenience Personal Injury Tort Claim, which
election will be irrevocable.

Nothing in the Plan will preclude the holder of a Personal Injury
Tort Claim and the Diocese or the Plan Trust from stipulating to
the Allowed amount of a Class 3A Claim as otherwise permitted by
the Bankruptcy Code and Bankruptcy Rules, Bishop Malooly
clarifies.

          Settlement With Non-Diocese Catholic Entities

Within 30 days after the Effective Date, the Non-Diocese Catholic
Entities will contribute to the Plan Trust Cash or other property
having a value not less than $1.461 million in the aggregate, in
consideration for, and conditioned upon, two treatments:

  (1) Resolution of PIA Investment Claims; and

  (2) Release of Chapter 5 Actions against Non-Diocese Catholic
      Entities.

The Confirmation Order will provide that the PIA Investment Claims
of the Non-Diocese Pooled Investors will be Allowed in the amounts
with respect to each of the Disputed Non-Diocese PIA Funds as set
forth in the Plan, provided that to the extent any Disputed Non-
Diocese PIA Funds are determined by a Final Order not to be Assets
of the Estate, the PIA Investment Claims with respect to the
Disputed Non-Diocese PIA Funds will be Disallowed.

Effective upon receipt of the Diocese-Release Consideration by the
Plan Trust, the Diocese, its representatives and its successors
irrevocably and unconditionally will be deemed to have released,
acquitted, and forever discharged each of the Diocese Releasees
from any and all Chapter 5 Actions, which any Diocese Releasor has
ever had against any Diocese Releasee or the property of any
Diocese Releasee.

               Third-Party Release Consideration

Within 30 days after the Effective Date, the Non-Diocese Catholic
Entities will contribute to the Plan Trust Cash or other property
having a value not less than $4.7 million in the aggregate, in
consideration for, and conditioned upon, treatment as Third-Party
Releasees under the Plan.

As additional consideration for the treatment, the Non-Diocese
Catholic Entities (i) will waive any and all Third-Party Indemnity
Claims, (ii) consent to the compromise by the Plan Trust or the
Reorganized Diocese of the Shared Insurance Policies, and (iii)
contribute to the Plan Trust the rights under, or right to
proceeds of, the Parish-Only Policies, all as will be set forth in
the Confirmation Order.

                Vesting of Assets in the Plan Trust

On the Effective Date, all Plan Trust Assets will vest in the Plan
Trust, and the Diocese will be deemed for all purposes to have
transferred legal and equitable title of all Plan Trust Assets to
the Plan Trust for the benefit of the holders of Claims against
its Estate, whether or not the Claims are Allowed Claims as of the
Effective Date.  The holders of Claims will be the sole
beneficiaries of the Plan Trust.

On the Effective Date, the Reorganized Diocese will take all
actions reasonably necessary to transfer control of the Plan Trust
Assets to the Plan Trust, provided that the Reorganized Diocese
will administer the "IBNR Reserves" as set forth in the Plan.  The
IBNR Reserves consist of Plan Trust Assets in an amount necessary
to adequately reserve for incurred-but-not-reported claims under
the Diocese's self-insured lay and clergy health plans.

Upon the transfer of control of Plan Trust Assets, the Reorganized
Diocese will have no further interest in or with respect to the
Plan Trust Assets or the Plan Trust.

                     Pooled Investment Account

To the extent that the PIA Custody Agreement between the Diocese
and the Custodian dated as of July 23, 1999, is considered to be
an Executory Contract, the Plan will constitute a motion to assume
that Agreement and to assign it to the Reorganized Diocese.

Unless otherwise determined by the Bankruptcy Court or agreed to
by the parties prior to the Effective Date, no payments are
required to cure any defaults of the Diocese existing as of the
Confirmation Date with respect to the PIA Custody Agreement.  To
the extent that the Bankruptcy Court determines otherwise, the
Diocese reserves the right to seek rejection of the PIA Custody
Agreement or other available relief.

The Reorganized Diocese will succeed to, and assume, all rights,
responsibilities, and duties of the Diocese as trustee for the
benefit of the Non-Diocese Pooled Investors under applicable
bankruptcy law.

The Confirmation Order will (i) identify all Disputed Non-Diocese
PIA Funds as of the Confirmation Date, and (ii) provide that the
Disputed Non-Diocese PIA Funds will be deemed to be held in
custodia legis pending entry of a Final Order determining whether
the funds constitute Unrestricted Assets of the Estate.

After entry of an order estimating for distribution purposes the
aggregate amount of Allowed Personal Injury Tort Claims, the
Reorganized Diocese and the Plan Trustee will jointly direct the
Custodian to liquidate and distribute, or distribute via in-kind
or inter-custodial transfer, to the Non-Diocese Pooled Investor
the Pro Rata share of Disputed Non-Diocese PIA Funds it would
receive on account of its Allowed PIA Investment Claim if the
Disputed Non-Diocese PIA Funds were determined by a Final Order to
have been Unrestricted Assets of the Diocese's Estate.

Distributions from the Disputed Non-Diocese PIA Funds other than
as provided in the Plan will be subject to further Order of the
Bankruptcy Court.

                  Lay Pension Dispute Escrow

The Confirmation Order will provide that the Lay Pension Fund will
be deemed to be held in custodia legis subject to the provisions
of the Plan.

If the Lay Employee Committee will not have commenced an adversary
proceeding for a declaration that the Lay Pension Fund is held in
trust for the benefit of the Lay Pension Plan and is a Restricted
Asset within 30 days after the Effective Date, the Reorganized
Diocese will direct the Custodian to liquidate the Lay Pension
Fund and contribute it to the Plan Trust on behalf of the Diocese.

Upon entry of a Final Order determining the Lay Pension Fund to be
an Unrestricted Asset of the Estate, the Reorganized Diocese will
direct the Custodian to liquidate and distribute, or distribute
via in-kind or inter-custodial transfer, the Lay Pension Fund to
the Plan Trust on behalf of the Diocese.  If otherwise, the
Reorganized Diocese will direct the Custodian to liquidate and
distribute, or distribute via in-kind or inter-custodial transfer,
the Lay Pension Fund to the Lay Pension Plan Trust on behalf of
the Diocese.

                    Voluntary Undertakings

  (a) Pursuant to Section 524(c) of the Bankruptcy Code, the
      Reorganized Diocese will reaffirm the Diocese's
      obligations under the Lay Pension Plan to the extent set
      forth in the Lay Pension Plan Reaffirmation Agreement to
      be filed by the Diocese as a Supplemental Plan Document;

  (b) The Reorganized Diocese will establish and manage a
      charitable trust fund to provide medical, psychological,
      educational or other material assistance to Survivors and
      their families, as determined by the Bishop in his
      discretion.  The fund will be capitalized initially with
      the Bishop's Discretionary Fund, and thereafter will be
      funded with the proceeds of any gifts and donations to the
      Reorganized Diocese for the benefit of Survivors;

  (c) To further promote healing and reconciliation and to
      continue efforts to prevent sexual abuse from occurring in
      the future, the Reorganized Diocese will establish and
      maintain for five years a document depository that will
      contain all non-privileged documents in its possession
      related to sexual abuse by, and supervision of, abusive
      clergy, and religious and lay employees.  The depository
      will be open to the general public on Tuesday of each
      week, except during the weeks before and after Easter,
      Christmas, and New Year's Day, from 10:00 a.m. until
      4:00 p.m.;

  (d) Within a reasonable time after the Allowance of any
      Personal Injury Tort Claim pertaining to sexual abuse by a
      Diocesan priest or lay employee, the Bishop will send a
      letter of apology to the Survivor stating that he or she
      was not at fault for the abuse and that the Diocese takes
      responsibility for the abuse;

  (e) The Reorganized Diocese will continue to comply in all
      respects with the Charter for the Protection of Children
      and Young People, and the For the Sake of God's Children
      program adopted by the Diocese in 2003.  The Reorganized
      Diocese will publish on the Diocese's Web page,
      http://www.cdow.org,the results of the annual audit
      conducted pursuant to the Charter for the Protection of
      Young People; and

  (f) The Bishop will continue the current policy of releasing
      Survivors from any confidentiality provisions in
      settlement agreements, which they may have signed as a
      condition to the settlements in the past, and will
      continue the current policy of forbidding confidentiality
      provisions in any settlement agreement related to sexual
      abuse except at the written request of the Survivor.

The Reorganized Diocese will attempt to contact counsel for all
Survivors, who entered into confidentiality agreements to inform
them that they are not bound by those agreements.  In addition,
the Reorganized Diocese agrees that all confidentiality agreements
involving Survivors are terminated and that the identities of
priests or lay persons named in settlement agreements containing
confidentiality provisions may be made public.  The Reorganized
Diocese will not release or reveal any Survivor's identity without
his or her permission.

            Conditions Precedent to Effective Date

This Plan will not become effective unless and until each of these
conditions will have been satisfied in full:

  (a) Approval of Disclosure Statement;

  (b) Approval of Plan Compromises;

  (c) The Confirmation Order will be in form and substance
      acceptable to the Diocese in its sole and absolute
      discretion;

  (d) Entry of Confirmation Order, and no request for revocation
      of the Confirmation Order under Section 1144 of the
      Bankruptcy Code will have been made, or, if made, will
      remain pending;

  (e) The Plan Trust will have been formed and funded with all
      Plan Trust Assets consisting of Cash, other than the IBNR
      Reserves, and all formation documents for the entity will
      have been properly executed and filed;

  (f) The appointment of the Plan Trustee will have been
      confirmed by Order of the Bankruptcy Court; and

  (g) The Diocese will have filed motions to estimate the
      aggregate Allowed amount of all Lay Pension Claims and all
      Personal Injury Tort Claims.

                       Other Provisions

On the Effective Date, the Official Committees will dissolve
automatically.

Nothing in the Plan will impair, affect or release the rights of
any Non-Settling Insurer with respect to any Personal Injury Tort
Claims, including all Insurance Company Defenses.

The Diocese will, as the Reorganized Diocese, continue to exist
after the Effective Date as a separate entity in accordance with
the applicable laws of the state of Delaware, with all the powers
of a not-for-profit, non-stock member corporation having tax-
exempt status.  The identities and affiliations of the persons
proposed to serve as officers of the Reorganized Diocese will be
set forth in a Supplemental Plan Document.

The Confirmation Order will refer all disputes regarding the
Reorganized Diocese's or the Bishop's compliance with the
Voluntary Undertakings to mediation before the Special Mediator as
a prerequisite to adjudication in the Bankruptcy Court.

                      Treatment of Claims

The Catholic Diocese of Wilmington, Inc.'s Chapter 11 Plan of
Reorganization provides for these classification and treatment of
claims:

Class      Description       Treatment
-----      -----------       ---------

N/A        Administrative   Each holder of an Allowed
           Claims            Administrative Claim will receive
                             Cash equal to the Allowed amount of
                             the Claim, unless the holder agrees
                             or will have agreed to other
                             treatment of the Claim no less
                             favorable to the Diocese.

N/A        Statutory Fees   All statutory fees due and payable,
                             and not paid prior to the Effective
                             Date will be paid in Cash as soon
                             as practicable after the Effective
                             Date.

N/A        Priority Tax     With respect to each Allowed
           Claims            Priority Tax Claim not paid prior
                             to the Effective Date, the Plan
                             Trust will pay the Claim in Cash as
                             soon as practicable, or provide
                             other treatment agreed to by the
                             holder of the Claim and the
                             Diocese, provided the treatment is
                             no less favorable to the Diocese or
                             the Plan Trust than the treatment
                             set forth in the Plan.

1         Secured Claims    With respect to each Allowed
                             Class 1 Claim, the legal,
                             equitable, and contractual rights
                             to which the Allowed Claim
                             entitles its holder will be
                             reinstated in full on the Effective
                             Date.

2         Priority Claims   Unless the holder of an Allowed
                             Class 2 Claim and the Diocese or
                             the Plan Trustee agree to a
                             different treatment, on the later
                             of the Effective Date and the date
                             a Class 2 Claim becomes an Allowed
                             Claim, the Plan Trust will pay each
                             Allowed Class 2 Claim in full, in
                             Cash, without interest.

3A         Personal Injury  Class 3A Claims will be (i)
           Tort Claims       estimated for distribution
                             purposes, and (ii) liquidated and
                             Allowed or Disallowed as
                             Convenience Personal Injury Tort
                             Claims, as ADR Personal Injury
                             Tort Claims, or as Litigation
                             Personal Injury Tort Claims, as
                             applicable.

3B         Lay Pension      Each holder of an Allowed Class 3B
           Claims            Claim will be entitled to a Pro
                             Rata Distribution from the General
                             Claims Payment Account in full
                             satisfaction of the Claim, which
                             distribution will be made to the
                             Lay Pension Plan Trust on behalf of
                             the holder.

3C         Allied Irish     The Diocese is in advanced
           Bank Claim        negotiations with the holder of the
                             Class 3C Claim regarding the Plan's
                             treatment of its Claim and, in the
                             interest of not upsetting those
                             negotiations, declines to propose
                             treatment at this time.  The
                             Diocese will amend the Plan at a
                             later date to include the treatment
                             of the Class 3C Claim.

3D         Clergy Pension   The legal, equitable and
           Claims            contractual rights to which each
                             Class 3D Claim entitles its holder
                             will be reinstated in full on the
                             Effective Date, provided that
                             the Clergy Pension Fund is
                             determined to have been an
                             Unrestricted Asset of the Diocese,
                             then as soon as practicable
                             thereafter, the Reorganized
                             Diocese, will, among other things,
                             direct the Custodian to liquidate
                             the Clergy Pension Fund and
                             contribute the proceeds to the Plan
                             Trust on behalf of the Diocese.

3E         Gift Annuity     The legal, equitable and
           Claims            contractual rights to which each
                             Class 3E Claim entitles its holder
                             will be reinstated in full on the
                             Effective Date, provided that to
                             the extent any Gift Annuity Fund is
                             determined to have been an
                             Unrestricted Asset of the Diocese,
                             then as soon as practicable
                             thereafter, , the Reorganized
                             Diocese, will, among other things,
                             direct the Custodian to liquidate
                             the Gift Annuity Fund and
                             contribute the proceeds to the Plan
                             Trust on behalf of the Diocese.

3F         Other Unsecured  Class 3F consists of General
           Claims            Unsecured Claims other than the
                             Personal Injury Tort Claims, Lay
                             Pension Claims, Allied Irish Bank
                             Claim, Clergy Pension Claims, and
                             Gift Annuity Claims.  Each holder
                             of an Allowed Class 3F Claim will
                             receive a Pro Rata distribution
                             from the General Claims Payment
                             Account in full satisfaction,
                             settlement, and release of, and in
                             exchange for, its Class 3F Claim.

4          Penalty Claims   Holders of Class 4 Claims will not
                             receive or retain any property
                             under the Plan on account of
                             the Claims.

Classes 1 and 2 are Unimpaired by the Plan and holders of Claims
in these Classes are conclusively presumed to have accepted the
Plan.  Class 4 is Impaired by the Plan, but because holders of
Claims in this Class will not retain or receive any property under
the Plan on account of the Claims, the Class is conclusively
presumed to have rejected the Plan.

Classes 3A, 3B, 3C, 3D, 3E and 3F are, or may be, Impaired by the
Plan, and holders of Claims in these Classes will be entitled to
vote to accept or reject the Plan.

                    Bishop Malooly's Statement

The Most Rev. W. Francis Malooly, Bishop of the Catholic Diocese
of Wilmington, has issued this letter to the parishioners of the
Diocese on the filing of the Catholic Diocese of Wilmington, Inc.
Plan of Reorganization:

    My Dear People:

    This week we reached an important milestone in the diocesan
    bankruptcy case.  The Catholic Diocese of Wilmington, Inc.,
    filed with the Bankruptcy Court a Plan of Reorganization
    that will provide fair compensation to survivors of sexual
    abuse by diocesan priests; will provide security for the
    beneficiaries of our pension plans; will compensate our
    financial and trade creditors; and will enable the Diocese
    to emerge from bankruptcy and continue its charitable,
    educational and spiritual missions, and the ministries
    associated with them.

    From our first day in Bankruptcy Court, the Diocese
    continually has reaffirmed its goal of reaching a consensual
    resolution of the claims of the survivors of clerical sex
    abuse.  While the Plan is not supported by all creditors at
    this time, its filing comes after months of negotiations
    with the official creditor committees and other
    constituencies.  Although it took much longer than we hoped
    to begin these negotiations, with the assistance of the
    Bankruptcy Court we entered mediation in June, under the
    supervision of Bankruptcy Judge Kevin Gross, and former
    Philadelphia Court of Common Pleas Judge Thomas Rutter, who
    mediated several of our cases before we filed bankruptcy.
    The mediation process involved the Diocese and its insurers,
    the Creditors Committee, the Lay Employees Committee, and
    certain religious orders and their insurers.  I personally
    participated in all seven days of formal mediation over the
    past three months.  Substantial progress was made in these
    negotiations, but we have not yet reached an agreement on a
    global settlement of all claims.

    A global settlement remains our goal, and negotiations with
    the Creditors Committee and other constituencies are
    ongoing.  But we face certain deadlines in the bankruptcy
    process that require the Diocese to file its Plan of
    Reorganization, to set forth how the Diocese will compensate
    its creditors and emerge from bankruptcy.  Under the Plan a
    trust will be created to hold assets and pay claims.  All of
    the unrestricted assets of the Diocese, the value of its
    real estate, and its insurance will be contributed to the
    trust.  Other Catholic entities will contribute assets to
    the trust, to resolve abuse claims against them, thereby
    increasing the funds available to compensate abuse
    survivors.  The Plan establishes a process for liquidating
    and allowing the claims of abuse survivors, and other
    claimants, to determine the amount of their compensation.
    The survivors, pension plan beneficiaries, and all other
    claimants and creditors will share pro rata in the trust
    assets, ensuring that everyone is treated fairly.

    The funds of diocesan affiliates and parishes invested in
    the Pooled Investment Account may be included in the trust
    depending on the outcome of the appeal of the Bankruptcy
    Court ruling that these funds are property of the bankruptcy
    estate.  If the appeals court upholds this ruling, then the
    affiliates and parishes that participate in the Pooled
    Investment Account still will be able to recover their pro
    rata share of the assets in the Plan trust.  If the appeals
    court reverses the Bankruptcy Court ruling, then the
    affiliates and parishes will retain control of their funds
    in the Pooled Investment Account.

    The Plan of Reorganization will provide substantial
    additional funding for the pension obligations of the
    Diocese.  Coupled with annual contributions by the Diocese
    to the pension plan, this additional funding will help
    ensure that the participants will receive the benefits to
    which they are entitled.

    The Plan Trust will be administered by a Trustee appointed
    by the Bankruptcy Court.  A Plan Oversight Committee also
    will be appointed to advise the Trustee.  The expenses of
    administering the Plan Trust, including any litigation
    costs, will be paid by the Trust.

    Finally, the Plan of Reorganization includes a number of
    voluntary undertakings by the Diocese, and by me.  These
    non-monetary provisions are designed to further promote
    healing and reconciliation, and reaffirm the commitment of
    the Diocese to preventing sexual abuse.  In addition to our
    continued compliance with the Charter for the Protection of
    Children & Young People adopted by the U.S. Conference of
    Catholic Bishops in 2002, and our vigilant implementation of
    the For the Sake of God's Children program established by
    the Diocese in 2003, the non-monetary provisions of the Plan
    include making publicly available documents in diocesan
    files related to sexual abuse by abusive clergy, religious
    and lay employees.

    Under the Bankruptcy Rules, the Plan could be confirmed by
    the Court in about three months, but we anticipate that
    court approval will not occur that quickly.  In the meantime
    we will continue to work with the Creditors Committee and
    other constituencies on a parallel track, to try to achieve
    the global settlement that we strongly prefer.  But if
    continued negotiations are unsuccessful, then the Plan of
    Reorganization filed this week will ensure fair treatment of
    all survivors of abuse, our pension plan beneficiaries, and
    all of our creditors, and allow the Diocese to emerge from
    bankruptcy.  The Plan will enable the Diocese to fulfill its
    legal and moral obligations to survivors, while continuing
    our charitable, educational and spiritual ministries.

    There should be no tension between our obligation to
    compensate those who have suffered so grievously by priests
    in whom they placed their trust, and our duty to continue
    the works of the Church in this Diocese.  Indeed, it is
    fundamental to the ministry of the Church to make
    reparations and otherwise see to the healing of survivors of
    abuse by our priests.  The Plan of Reorganization filed this
    week will enable the Diocese both to fulfill its obligation
    to survivors of abuse, and to continue its other ministries.
    I ask for your continued support and prayers as we work to
    achieve these goals.

    Most Rev. W. Francis Malooly
    Bishop of Wilmington

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Has Stay Extended for Parishes
----------------------------------------------------------
In connection with its recent filing of a plan of reorganization,
the Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to renew the existing extension
of the automatic stay to certain parishes to prevent the continued
prosecution of pending actions arising under the Delaware Child
Victim's Act of 2007, in which the Diocese and a Parish are co-
defendants.

The Diocese also seeks to extend the automatic stay to include
certain pending cases brought pursuant to the CVA against a Parish
in which the Debtor is not named as a defendant.

The extended automatic stay expired on September 24, 2010.

From the onset of the bankruptcy case, it has always been the
Diocese's goal to provide an efficient and equitable way to
liquidate all claims of abuse survivors and to provide a fair
recovery for all creditors, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the
Court.  He argues that as of September 22, 2010, the Mediation has
not produced the hoped for settlement of the claims against all
parties.  He points out that the Plan represents the most viable
means for a fair and equitable global resolution of the parties'
issues and allows for a successful restructuring of the Diocese.

Accordingly, the Diocese asks the Court to renew the extension of
the automatic stay to stay the Parish Co-Defendant Cases and the
Parish Only Cases in their entirety until the earlier of the
conclusion of the Plan confirmation hearing or six months from
September 22, 2010, without prejudice to the Diocese's right to
seek a further extension.

Mr. Patton contends that the new extension will provide the
Diocese with a meaningful opportunity to seek confirmation of the
Plan, which provides for, among other things, the establishment of
a trust that will assume all liabilities of the Diocese and the
Non-Debtor Catholic Entities with respect to Personal Injury Tort
Claims.

Absent a renewal of the existing extension of the stay, the
Parishes and necessarily the Diocese will find themselves
embroiled once again in the more than 70 pending Parish Co-
Defendant Cases and Parish Only Cases, Mr. Patton argues.  He
asserts that in participating in those cases, the Diocese will
simultaneously be involved in extensive discovery in connection
with Plan confirmation, further negotiations with the Official
Committee of Unsecured Creditors and other constituencies, and
preparations for the Confirmation Hearing.

                         *     *     *

Judge Christopher Sontchi again extended the automatic stay to the
Parish Co-Defendant Cases and Parish Only Cases until the earlier
of the conclusion of the Confirmation Hearing or December 31,
2010.

Judge Sontchi clarified that the automatic stay does not apply as
to the Non-Debtor Defendants in these cases pending in the
Delaware Superior Court:

  * John Doe #2 (C.A. No. 08C-06-017 (JTV));
  * John Doe #3 (C.A. No. 08C-06-033 (JTV));
  * John Doe #4 (C.A. No. 08C-10-028 (JTV));
  * Vai (C.A. No. 08C-06-044 (JTV));
  * Schulte (C.A. No. 08C-07-017 (JTV));
  * Sowden (C.A. No. 08C-06-054 (JTV));
  * Flanigan (C.A. No. 08C-05-040 (JTV));
  * Joseph Curry (C.A. No. 08C-08-043 (CLS));
  * Lamb (C.A. No. 09C-06-187 (CLS)); or
  * Donahue (C.A. No. S08C-09-007 (THG)).

The stay under Sections 105(a) and 362 will continue to apply to
Mary Dougherty, whose case is captioned Mary Dougherty v. Catholic
Diocese of Wilmington, Inc., and Holy Rosary Roman Catholic
Church, C.A. No. 08C-08-026 (THG), provided that the parties may
proceed with scheduling a trial and related dates.

                  About the Diocese of Wilmington

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

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

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


CELL THERAPEUTICS: Reports $3.58 Million Net Loss for August
------------------------------------------------------------
Cell Therapeutics Inc. filed with the U.S. Securities and Exchange
Commission a document containing financial information pursuant to
a request from the Italian securities regulatory authority,
CONSOB, pursuant to Article 114, Section 5 of the Unified
Financial Act.

The Company disclosed, among other things, that for the month
ended August 31, 2010, it incurred a US$3,008,000 operating loss
and a $3,302,000 negative EBITDA.  Net loss attributable to common
shareholders was $3,578,000.

A full-text copy of the Monthly Information Report is available
for free at http://ResearchArchives.com/t/s?6c06

                         Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                        Bankruptcy Warning

In its Form 10-Q report for the period ended June 30, 2010, the
Company said it does not expect that existing cash and cash
equivalents, including the cash received from the issuance of its
Series 6 preferred stock and warrants, will be sufficient to fund
presently anticipated operations beyond the fourth quarter of
2010.

The Company has commenced cost saving initiatives to reduce
operating expenses, including the reduction of employees related
to planned commercial pixantrone operations and continues to seek
additional areas for cost reductions.  However, the Company said
it will need to raise additional funds and is currently exploring
alternative sources of equity or debt financing.  The Company said
it may seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.

The Company called an annual meeting of shareholders to ask
shareholders to approve proposals, including a proposal to
increase authorized shares of common and preferred stock from
810,000,000 to 1,210,000,000 shares, in order to raise capital.

"If we fail to obtain additional capital when needed, we may be
required to delay, scale back, or eliminate some or all of our
research and development programs and may be forced to cease
operations, liquidate our assets and possibly seek bankruptcy
protection," the Company said.


CENTRAL FALLS, RI: Mayor Challenges Receiver in Court
-----------------------------------------------------
Charles Moreau, the mayor of Central Falls, Rhode Island, and four
city councilors have filed a lawsuit claiming a law that put the
cash-strapped city under control of a state-appointed receiver is
unconstitutional, The Associated Press reports.  The report
relates Mayor Moreau's suit said that the receiver's powers are
"too broad, too sweeping and too excessive."

According to the report, the suit claims the receivership law,
passed in the final days of the legislative session, violates
state constitutional protections against excessive state action
and illegally changed the city's form of government.  The report
notes Mayor Moreau is seeking damages caused by a reduction in
salary, benefits and injury to his reputation.

AP notes that the defendants include Department of Revenue
Director Rosemary Booth Gallogly and the receiver she appointed,
retired Judge Mark Pfeiffer.  A spokeswoman for Pfeiffer says the
state is confident of the law's legality, the report adds.


CHEM RX: Seeks to Sell Stake in Chicago Subsidiary for $2.5MM
-------------------------------------------------------------
Chem RX Corp. is seeking approval to sell separately its stake in
its Chicago subsidiary, Dow Jones' DBR Small Cap reports.

According to the report, the long-term care pharmacy, which
supplies drugs and medical equipment to nursing homes and
correctional facilities in four states, said in court papers that
it has a $2.5 million offer lined up for its 49.9% stake in Chem
RX Chicago LLC from the unit's majority owner.

Dow Jones relates Chem RX said the majority owner, New York Boys
Management LLC, is the best possible buyer for the unit in part
because its bid topped rival offers, including that of the lead
bidder for the rest of Chem RX's assets.

As a result, the report notes, Chem RX, whose subsidiary ChemRx
Care LLC specifically holds the 49.9% stake in the Chicago unit,
is urging the U.S. Bankruptcy Court in Wilmington, Del., to let it
close the deal with New York Boys without subjecting it to an
auction process.

Chem RX Chicago isn't under bankruptcy protection.

                   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.


CHEMICAL BUILDING: Files for Bankruptcy to Halt Foreclosure
-----------------------------------------------------------
Chemical Building Acquisition LLC sought Chapter 11 protection on
September 28, 2010, in Santa Monica, Missouri (Bankr. E.D. Mo.
Case No. 10-51171).

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.

stltoday.com reports that Chemical Building sought bankruptcy
protection to block a foreclosure action of Centrue Bank.  The
Company owes $7.8 million to Centrue, and $351,625 to Southern
Bank.  A former owner who lent the company $2.2 million also is
listed as a creditor.  Among other larger claims is one by
Rosemann & Associates, a Kansas City-based architecture firm, owed
$317,631 for professional services.

Chemical Building is an entity of Civitas Development, a
partnership between Heisman Properties and Crossland Capital
Development, the owner and developer on the Alexa building, in St.
Louis, Missouri, according to Evan Binns at the St. Louis Business
Journal.


CHINA FRUITS: Posts $149,900 Net Loss in June 30 Quarter
--------------------------------------------------------
China Fruits Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $149,876 on $147,951 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$65,381 on $294,887 of revenue for the same period last year.

As of June 30, 2010, the Company had an accumulated deficit of
$1.4 million.  Cash flows provided by operating activities were
$26,893 during the six months ended June 30, 2010, compared to
cash flows of $636,840 used in operating activities for the six
months ended June 30, 2009.  Positive cash flows from operations
for the six months ended June 30, 2010, were due primarily to the
decrease in accounts receivable in the amount of $358,603, plus
the decrease in inventories and other assets by $60,024 and
$7,083, respectively, partially offset by the net loss of $239,980
and the decrease in accounts payable and tax payable by $163,237
and $32,252, respectively.

The Company's balance sheet as of June 30, 2010, showed
$4.0 million in total assets, $1.7 million in total liabilities,
and stockholders' equity of $2.3 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Lake & Associates CPA's LLC, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009.  The independent auditors noted of the Company's accumulated
deficit and negative cash flow from operations.

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

               http://researcharchives.com/t/s?6c10

                        About China Fruits

Based in Jiang Xi Province, the People's Republic of China, China
Fruits Corporation was incorporated in the State of Delaware on
January 6, 1993, as Vaxcel, Inc.  On December 19, 2000, the
Company changed its name to eLocity Networks Corporation.  On
August 6, 2002, the Company changed its name to Diversified
Financial Resources Corporation.  In May 2006, the Company's board
decided to redomicile from the State of Delaware to the State of
Nevada.  On August 18, 2006, the Company changed its name to China
Fruits Corporation.  The Company is principally engaged in
manufacturing, trading and distributing fresh tangerine, non-
alcoholic and alcoholic beverages in the People's Republic of
China.


CLAIM JUMPER: Black Canyon Improves Offer as Landry Joins Bidding
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Claim Jumper Restaurants LLC is hoping for a
successful auction when the operation goes up for bid on Oct. 28.

Mr. Rochelle relates that a mini-auction was held in bankruptcy
court last week when the Debtor sought approval of sale
procedures.  The Company was proposing for the stalking horse at
the auction to be a company formed by Black Canyon Capital LLC and
Bruckmann Rosser Sherrill & Co. Inc.  Black Canyon is an affiliate
of the unsecured mezzanine lender.

The Black Canyon group was initially offering $24.5 million cash,
plus the assumption of up to $23.3 million in liabilities.  In
addition, the buyer would collateralize $5 million in existing
letters of credit.

Landry's Restaurants Inc., another restaurant operator, appeared
at the hearing and raised the price while committing to bid
without a breakup fee, Claim Jumper lawyer Robert Jay Moore said
in an interview with Bloomberg.  Landry's, based in Houston,
ultimately raised the cash portion of its bid to $27.5 million.

Black Canyon raised its cash offer to $27 million and likewise
agreed to drop a breakup fee.

The bankruptcy judge selected Black Canyon as the stalking horse.

Competing bids are due Oct. 24. The hearing for approval of the
sale will be Nov. 2.

                         DIP Financing

Mr. Rochelle relates that at a hearing on Oct. 6, Claim Jumper
will face opposition from the Official Committee of Unsecured
Creditors on its request for DIP financing.  The Committee
believes the Company doesn't need $5 million in secured financing.
The Committee argues that the Company may never need the loan if
the sale of the business is completed the week the bankruptcy
court gives approval.  Or, if there is a draw on the loan
facility, the loan would be repaid at closing a few days later.

The Committee, according to the report, contends the loan is
designed to give liens to pre-bankruptcy lenders on assets that
aren't already their collateral.  The loan would also end up
giving the lenders proceeds from assets that aren't currently
their collateral, in the Committee's opinion.

                        About Claim Jumper

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

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

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

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

The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.


CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 86.59 cents-
on-the-dollar during the week ended Friday, October 1, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.59
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 206 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at July 31, 2010, showed $2.76 billion
in total assets, $2.641 billion in total liabilities, and a
stockholders' deficit of $62.33 million

The Company incurred a net loss of $8.34 million in the three
months ended July 31, 2010, compared with a net loss of $3.73
million in the three months ended
August 1, 2009.


CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 78.71 cents-on-the-dollar during the week ended October 1,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.81 percentage points from the previous week, The Journal
relates.  The Company pays 365 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Jan. 30, 2016, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel carries a 'Caa2' corporate family rating from
Moody's Investors Service.


COAST CRANE: Proposes Clearlake-Led Auction for All Assets
----------------------------------------------------------
Coast Crane Company asks for authorization from the U.S.
Bankruptcy Court for the Western District of Washington to sell
assets, free and clear of liens to either Coast Rainier
Acquisition Company or an alternate bidder.

Coast Rainier is a company formed by Clearlake Capital Group, a
private investment firm.

Coast Crane has signed an Asset Purchase Agreement with Coast
Ranier, who will be the "stalking horse" bidder at the auction.
Coast Crane will sell the assets to the Clearlake entity absent
higher and better offer for the assets.

Interested parties must submit offers to the Debtor by 12:00 p.m.
PDT on October 25, 2010.  Bids must be equal to or greater than
the value of the total purchase price offered by Clearlake
including a cash portion of bid of not less than $31,260,000, plus
additional cash consideration of at least $500,000.  Each bid must
be accompanied by a good-faith cash deposit in an amount equal to
at least $7,500,000, to be deposited with Debtor on or before the
alternative bid deadline.

If no qualified alternative bid is submitted for the assets, the
Debtor will request at the hearing that the Court approve the
proposed sale of the assets to CRAC pursuant to a purchase
agreement.

If one or more qualified alternative bids are submitted for the
assets, the Debtor will conduct an auction to consider overbids on
November 3, 2010, at 11:00 a.m. PDT.

CRAC will have the opportunity to increase its offer to a level at
least $100,000 in excess of the highest qualified alternative bid
to be eligible to become the starting bid at the auction, provided
that any increase by CRAC will be in cash, and provided further
that CRAC will be entitled to credit bid its Break-Up Fee and the
pre-auction expense reimbursement amount against the purchase
price reflected in the qualified alternative bid.

The Debtor will evaluate all qualified bids received and will
determine, with the agreement of the senior lenders (unless the
amount of the qualified bid is in excess of the amount necessary
to satisfy the obligations owed to the senior lenders in full, in
which case, in consultation with the senior lenders), which
qualified bid reflects the highest and best offer as the starting
auction bid for the assets.  The Debtor will announce its
determination of the starting auction bid at the commencement of
the auction.

Qualified bidders will be bound by their bids until the earlier of
(i) the time as a definitive sale agreement is executed by the
prevailing bidder and the Court has entered an order approving the
sale to the prevailing bidder, or (ii) November 22, 2010.

The first incremental competitive bid at the auction will be at
least $100,000 over the opening bid, and bidding and will continue
in minimum increments of at least $100,000 higher than the
previous bid.

Any bid by CRAC will be subject to a credit in the amount of the
break-up fee and the pre-auction expense reimbursement amount;
provided that CRAC will remain entitled to recover the break-up
fee and expense reimbursement in the event it is not the
successful bidder at the auction.

If the Court approves the sale of substantially all of the assets
to a buyer other than CRAC, the Debtor will, upon the closing of
the transaction, pay CRAC, in cash, a break-up fee of $1.5 million
plus an expense reimbursement.

Responses or objections to entry of the sale order must be filed
with the Court by October 29, 2010.

                          About Coast Crane

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

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

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


COAST CRANE: Gets Court's Interim Nod for $20MM in DIP Loans
------------------------------------------------------------
Coast Crane Company obtained interim authorization from the U.S.
Bankruptcy Court for the Western District of Washington to access
postpetition secured financing from lenders led by PNC Bank,
National Association, and use cash collateral of its prepetition
lenders.

The DIP lenders have committed to provide up to $20 million.

Michael J. Gearin, Esq., at K&L GATES, LLP, explained that the
Debtor needs the money to continue operations pending the
consummation of the sale of substantially all of the Debtors'
assets to Coast Rainier Acquisition Company or its assigns.

Loans will be Domestic Rate Loans.  Effective on September 24,
2010, the Domestic Rate Loans will bear interest for each day at a
rate per annum equal to the Alternate Base Rate plus 6% per annum.
An Alternate Base Rate is a rate per annum equal to the highest of
(i) the Base Rate in effect on such day, (ii) the Federal Funds
Open Rate in effect on the day plus 0.50%, and (iii) the Daily
Libor Rate plus 1.00%.  The Base Rate is 3.25% and the interest
rate on the DP facility is 9.25% as of the Petition Date.

As security for the repayment of the postpetition indebtedness
arising under the DIP facility documents, the Lender will be
granted valid, binding, enforceable and fully perfected liens.  It
will prime and be senior in all respects to the prepetition liens,
the replacement liens, and the junior prepetition liens.

In exchange for the use of cash collateral, PNC Bank, as
prepetition administrative and collateral agent, is granted valid,
binding, enforceable and fully perfected replacement liens in the
collateral.  The Prepetition Agent is granted in each of the
Debtor's case an allowed administrative claim.  The Debtor will
pay the Prepetition Agent from cash collateral or revolving credit
advances amounts they accrue in connection with the prepetition
indebtedness.

In consideration for the use of Knott Partners, L.P.'s junior
prepetition collateral and priming of the junior prepetition
liens, the junior lender is granted valid, binding, enforceable
and fully perfected replacement liens in the collateral.  The
junior lender is granted an allowed administrative claim.

The Court has set a final hearing for October 22, 2010, at
11:00 a.m., on the Debtor's request to obtain DIP financing and
use cash collateral.

The Debtor must have bidding procedures in connection with a sale
of substantially all of its assets approved by the Court by
October 11, 2010.  The Debtor must be able to hold a sale hearing
by November 5, 2010.

The DIP facility will terminate 60 days after the Petition Date,
on the effective date of a reorganization plan, or on the
effective date of the sale.

The Debtor will pay the DIP Lender: (i) a closing fee in an amount
of 2.00% of the DIP facility amount; and (ii) an exit fee in an
amount equal to 0.50% of the combined amount of the prepetition
indebtedness and the postpetition indebtedness at the date payment
is due.

By Tuesday of each week, the Debtor will provide the DIP Lender
with a weekly updated cash budget report.  On Wednesday of each
week, the Debtor's chief financial officer will participate in a
conference call with the DIP Lender to discuss the weekly budget
report and any other issues that the DIP Lender wishes to discuss.

General Electric Capital Corporation will act as co-collateral
agent and documentation agent, and will perform duties assisting
the DIP Lender with respect to the collateral and documentation
relating to the Debtor, as DIP agent.

More information is available for free at:

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

                         About Coast Crane

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

Coast Crane filed for Chapter 11 bankruptcy protection on
September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229).  Brian
L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq.,
at K&L Gates LLP, serve as counsel to the Debtor.  T. Scott Aliva
at CRG Partners Group LLC is the Debtor's chief restructuring
officer.  The Debtor estimated its assets at $50 million to
$100 million and debts at $100 million to $500 million.


COAST CRANE: Gets Court's Nod to Hire T. Scott Avila as CRO
-----------------------------------------------------------
Coast Crane Company sought and obtained authorization from the
U.S. Bankruptcy Court for the Western District of Washington to
employ CRG Partners Group LLC to provide restructuring services
and T. Scott Avila as chief restructuring officer.

CRG will, among other things:

     a. prepare and review possible reorganization plans and
        strategic alternatives for maximizing the debt repayment
        and enterprise value of the Debtor and the Debtor's
        business;

     b. serve as the principal contact with the Debtor's creditors
        with respect to the Debtor's financial, operational, and
        reorganization matters.  The CRO will be authorized to
        directly communicate with parties in interest in the
        bankruptcy case;

     c. assist the Debtor in the preparation and management of a
        potential bankruptcy process; and

     d. perform other services in connection with the
        reorganization as may be reasonably necessary to advance
        the Debtor's reorganization efforts under Chapter 11.

CRG will be paid based on the hourly rates of its personnel:

        T. Scott Avila                 $625
        Jeff Nerland                   $525

To the best of the Debtor's knowledge, CRG 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 Coast Crane

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

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


COAST CRANE: Proposes to Continue Wells Fargo Credit Card Pact
--------------------------------------------------------------
Coast Crane Company asks for authorization from the Hon. Brian D.
Lynch of the U.S. Bankruptcy Court for the Western District of
Washington to continue to obtain postpetition credit.

The Debtor is authorized to incur up to $50,000 of indebtedness
and other obligations under the credit card agreement with Wells
Fargo Bank, N.A.

Under the agreement, Wells Fargo extended up to a $50,000 credit
to the Debtor, on a pre-petition basis.  The balance owed under
the credit card line as of the Petition Date is $0.  The Debtor's
obligations under the credit card line are secured by a security
interest in a money market account, account no. 4123xxxxxx
maintained by the Debtor with Wells Fargo, which, under the terms
of the agreement, must maintain a minimum balance equal to the
credit card line.  The current balance of the account is $49.814.

To secure the obligations under the postpetition credit line,
Wells Fargo is granted a blanket, first-priority, security
interest in the account.  The postpetition security interest will
be deemed to secure only the obligations under the postpetition
credit line.

Michael J. Gearin, Esq., at K&L Gates LLP, explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

                         About Coast Crane

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

Coast Crane filed for Chapter 11 bankruptcy protection on
September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229).  Brian
L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq.,
at K&L Gates LLP, serve as counsel to the Debtor.  T. Scott Aliva
at CRG Partners Group LLC is the Debtor's chief restructuring
officer.  The Debtor estimated its assets at $50 million to
$100 million and debts at $100 million to $500 million.


DAVITA INC: Moody's Assigns 'Ba2' Rating on Senior Secured Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD2, 29%) rating to
DaVita Inc's. proposed senior secured credit facility, consisting
of a $250 million revolver, a $1,000 million term loan A and a
$1,750 million term loan B.  Moody's also assigned a B2 (LGD5,
83%) to the proposed $1,450 million of senior unsecured notes.
Moody's understands the proceeds will be used to refinance the
company's existing debt and raise additional funds for general
corporate purposes, including potential acquisitions, share
repurchases and other growth investments.  Concurrently, Moody's
affirmed DaVita's Ba3 Corporate Family and Probability of Default
Ratings and the Speculative Grade Liquidity Rating of SGL-1.  The
outlook for the ratings is stable.  The ratings on DaVita's
existing debt instruments remain unchanged and Moody's expect to
withdraw those ratings at the close of the refinancing
transaction.

Ratings assigned:

  -- $250 million senior secured revolving credit facility due
     2015, Ba2 (LGD2, 29%)

  -- $1,000 million senior secured term loan A due 2015, Ba2
     (LGD2, 29%)

  -- $1,750 million senior secured term loan B due 2016, Ba2
     (LGD2, 29%)

  -- $1,450 million senior unsecured notes due 2018 and 2020, B2
     (LGD5, 83%)

Ratings affirmed:

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, Ba3
  -- Speculative Grade Liquidity Rating, SGL-1

Ratings unchanged (expected to be withdrawn at the close of the
transaction):

  -- Senior secured revolving credit facility due 2011, Ba1 (LGD2,
     22%)

  -- Senior secured term loan A due 2011, Ba1 (LGD2, 22%)

  -- Senior secured term loan B due 2012, Ba1 (LGD2, 22%)

  -- 6.625% senior unsecured notes due 2013, B1 (LGD4, 67%)

  -- 7.25% senior subordinated notes due 2015, B2 (LGD6, 90%)

                        Ratings Rationale

"The affirmation of the Ba3 Corporate Family Rating reflects the
reduction in refinancing risk offset by a considerable increase in
leverage," said Dean Diaz, Senior Credit Officer at Moody's.
Moody's estimates that DaVita's pro forma adjusted leverage at
June 30, 2010 would have approximated 4.1 times compared to 3.4
times before the proposed refinancing.

The rating also reflects the company's position as the second
largest dialysis service provider in an otherwise very fragmented
segment.  DaVita benefits from the recurring nature of the
treatments and customers' high loyalty to their clinic, which is
reflected in the company's robust margins and build up of
available cash.  However, the rating is constrained by the
company's limited diversification of revenue streams and
uncertainty around reimbursement issues, including trends in
patient mix and upcoming changes to the Medicare reimbursement
methodology.

Moody's could consider upward pressure on the ratings if the
company were to repay debt or grow earnings such that leverage
metrics were expected to be sustained at or below the pre-
refinancing level.  For example, Moody's would consider changing
the outlook to positive or upgrading the rating if cash flow from
operations and free cash flow to adjusted debt ratios were
expected to be sustained in the high and mid teens, respectively.

Conversely, downward pressure could develop if leverage continues
to increase following the transaction.  For example, Moody's could
consider changing the outlook to negative or downgrading the
ratings if the Medicare bundled prospective payment system
unfavorably impacts DaVita's business model or if the company
takes on additional debt for acquisitions or shareholder
initiatives in excess of Moody's expectations.

Moody's last rating action on DaVita was on February 9, 2007, when
Moody's assigned B1 to the issuance of up to $400 million of
senior unsecured notes.

DaVita, headquartered in Denver, CO, is an independent provider of
dialysis services in the US for patients suffering from end-stage
renal disease (chronic kidney failure).  DaVita's services are
predominantly provided in the company's outpatient dialysis
centers.  However, the company also provides home dialysis
services, inpatient dialysis services through contractual
arrangements with hospitals, laboratory services and other
ancillary services.  The company recognized approximately
$6.3 billion of revenue for the twelve months ended June 30, 2010.


DBSD NA: Can Execute Plan After FCC OK of License Transfers
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DBSD North America Inc., which won approval of a
Chapter 11 plan in a November confirmation order, is now able to
enact the plan after the Federal Communications Commission
approved license transfer applications.  DBSD filed a notice with
the bankruptcy court on Sept. 30 saying that the FCC approved
license transfers.

U.S. Bankruptcy Judge Robert E. Gerber confirmed the Plan in
November.  Mr. Rochelle relates that in confirming the Plan, Judge
Gerber crammed down on two classes of creditors, one the first-
lien creditor DISH Network Corp. and the other including unsecured
creditor Sprint-Nextel Corp. Both DISH and Sprint-Nextel opposed
approval of the license transfers by the FCC.

                      The Chapter 11 Plan

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

Under the Plan, the Debtors will be deleveraged by over
$600 million. The Plan currently contemplates that the Debtors
will have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

A copy of Judge Gerber's decision containing his Findings of Fact
and Conclusions of Law is available for free at:

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

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.
DBSD estimated assets and debts of $500 million to $1 billion in
its Chapter 11 petition.


DELPHI CORP: Blahnik Settles Fraud Case; 4 Execs. to Face Trial
---------------------------------------------------------------
Former Delphi Corp. Treasurer and Vice President of Treasury John
Blahnik will pay $100,000 to resolve an accounting fraud lawsuit
filed by the U.S. Securities and Exchange Commission against him
and four other former officers of Delphi, www.WebCPA.com
reports.

According to WebCPA.com, Judge Avern Cohn of the U.S. District
Court for the Eastern District of Michigan directed Mr. Blahnik
to pay $50,000 for disgorgement and prejudgment interest, and
another $50,000 as civil monetary penalty.  Mr. Blahnik was also
ordered not to serve as officer or director of a public company
for five years.

In light of Mr. Blahnik's settlement, four former officers of
Delphi will proceed to trial scheduled for October 18, 2010.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Court Closes 20 Affiliates' Chapter 11 Cases
---------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered a final decree and order
closing the Chapter 11 cases of 20 of DPH Holdings Corp.'s debtor
affiliates:

Closing Debtor                                      Case No.
--------------                                      --------
Delphi NY Holding Corporation                       05-44480
Environmental Catalysts, LLC                        05-44503
Delphi Liquidation Holding Company                  05-44542
Delphi Electronics (Holding) LLC                    05-44547
Delphi Automotive Systems Tennessee, Inc.           05-44558
Delphi Automotive Systems Risk Management Corp.     05-44570
Exhaust Systems Corporation                         05-44573
Delphi Automotive Systems Korea, Inc.               05-44580
Delphi International Services Inc.                  05-44583
Delphi Automotive Systems Thailand, Inc.            05-44586
Delphi International Holdings Corp.                 05-44591
Delco Electronics Overseas Corporation              05-44610
Aspire, Inc.                                        05-44618
Delphi Integrated Service Solutions, Inc.           05-44623
Packard Hughes Interconnect Company                 05-44626
DREAL, Inc.                                         05-44627
Delphi Services Holding Corporation                 05-44633
Delphi Automotive Systems Global (Holding), Inc.    05-44636
Delphi Foreign Sales Corporation                    05-44638
Delphi Receivables LLC                              05-47459

Delphi Automotive Systems Tennessee, Inc., is also known as PBR
Automotive Tennessee, Inc.

The Closing Debtors' Chapter 11 cases have been fully satisfied
based on all six factors set forth in the Advisory Committee Note
pursuant to Rule 3022 of the Federal Rules of Bankruptcy
Procedure.

The Reorganized Debtors will continue to pay applicable U.S.
Trustee fees, including interest, if any, on account of all of
the Chapter 11 cases of the Debtors -- including the Closing
Debtors -- when those fees become due and payable.

The Bankruptcy Court will retain its jurisdiction to hear and
determine all matters arising from or relating to the
implementation of the Closing Order.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Judge Denies Dismissal of PBGC Charges
---------------------------------------------------
The U.S. District Court for the Eastern District of Michigan
denied dismissal of charges asserted by thousands of Delphi
Corp.'s salaried retirees against the Pension Benefit Guaranty
Corporation in relation to the termination of the Delphi salaried
pension plan, Robert Snell of The Detroit News relates.

District Judge Arthur J. Tarnow for the Eastern District of
Michigan specifically declined to dismiss allegations against the
PBGC that:

-- The retirees' pension plan was terminated illegally in an
    agreement executed between Delphi and the PBGC, not by a
    court decision; and

-- The retirees' constitutional rights were violated when the
    pension plan was terminated.

Accordingly, Judge Arthur Tarnow denied the PBGC's summary
judgment request for the termination of the charges.

"It's just too early," Judge Tarnow was quoted by The Detroit News
as saying with regards to his decision.

The charges against PBGC were brought by Delphi salaried retirees
in a class-action lawsuit in 2009.  The Retirees sued the PBGC
for improper termination of their pension plans and decrease of
their retirement benefits.  The Retirees also sued the U.S.
Government's Treasury Department and Auto Task Force for their
involvement in the negotiations of the pension termination.

Representing the PBGC, John Menke, Esq., dispelled the
allegations and insisted that there was not enough money left
behind by Delphi to pay for the salaried retirees' pensions when
PBGC took over the pension plan in 2009, according to the report.

"I know the PBGC has been doing it this way for years, but just
because they've been doing it wrong doesn't mean they should be
able to continue to do this," retiree lawyer Anthony Shelley
said, the report notes.  "The parties that were hurt weren't even
at the table."

The District Court's ruling means that the salaried retirees will
get a trial, a related report from Greg Gardner of the Detroit
Free Press notes.

Jack Hollis, a salaried retiree, is optimistic with how the
pension-related action is proceeding.  "We know this process
takes a long time but we are pleased we will finally get our day
in court," Mr. Hollis told The Detroit Free Press.

                        GAO to Probe Into
                Auto Task Force's Pension Actions

A federal agency will conduct an audit to determine whether the
U.S. Department of the Treasury's Auto Task Force discriminated
against Delphi salaried retirees when it made payments to union
retirees to make up for reduced benefits but not to the salaried
employees, Greg Gardner of the Detroit Free Press reports.

Mr. Gardner notes that a $1.6 billion gap exists between what the
salaried retirees are entitled to and what they are actually
receiving after General Motors Corporation and Delphi Corp.
terminated their pension plans and turned them over to the PBGC.

The report cites that as part of GM's bankruptcy exit, the Auto
Task Force agreed to pay $4.3 billion to Delphi's union retirees
to make up the difference between their earned benefits and the
PBGC-reduced benefits; however, no supplement of that kind was
approved for the salaried retirees.

Neil Barofsky, special inspector general for the Troubled Asset
Relief Program, will conduct the audit with the General
Accountability Office, the Detroit Free Press relates.  The
timetable for the issuance of the report however is unknown.

U.S. Representative John Boehner and U.S. Senator Roger Wicker
earlier made a request to the GAO to conduct an independent
analysis of the federal financial aid given to GM and its
treatment of Delphi salaried retirees.  GM maintained that it is
not in a position to fund those pension liabilities a second
time.

                 Lawmakers Demand Answers from
                     Secretary Geithner

U.S. Representative Christopher Lee pressed Secretary Geithner to
answer questions regarding the federal government's treatment of
Delphi workers and retirees.  At a House Financial Services
Committee hearing, Mr. Lee asked Secretary Geithner why he
refused, despite repeated requests, to turn over documents
relating to the decision that led to the unfair treatment of the
Delphi salaried retirees.

In a letter addressed to Secretary Geithner, U.S. Representative
Barney Frank urged the Treasury Department officials to meet with
the Delphi salaried retirees.  "They certainly are people
deserving of every consideration we can give them, given what has
happened to them," Mr. Frank noted in his letter.

In other matters, U.S. Representative Dale E. Kildee seeks
support from the U.S. Congress to extend the Delphi salaried
retirees' access to affordable health care.  The Health Coverage
Tax Credit, which pays 80% of health premiums for Delphi salaried
retirees, will expire on December 31, 2010.  This tax credit
allows the Delphi salaried retirees to receive the necessary
healthcare they would not otherwise be able to afford after the
loss of their health insurance, Mr. Kildee explains.  "Without an
extension, thousands of Delphi retirees and other eligible
individuals will see dramatic increases in their health insurance
premiums."

U.S. Representative Sandy Levin, through a correspondence to
certain salaried retirees, expressed his support for the
extension of the HCTC as well as the maintenance of the level of
tax credit to the existing 80% of certain health insurance
premiums.

Another lawmaker, Sherrod Brown stated in a letter to the U.S.
Senate that he supports the immediate passage of legislation that
would extend the HCTC.

Meanwhile, Representative Boehner assured the Delphi salaried
retirees of his continued support, including his quest for
answers from the federal government regarding its involvement in
the unequal treatment of the Delphi salaried retirees.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DEX MEDIA WEST: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 86.74 cents-on-
the-dollar during the week ended Friday, October 1, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.64
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Dex Media West, LLC, is a subsidiary of Dex Media West, Inc., and
an indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media
is a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.


DOLLAR THRIFTY: DBRS Confirms 'BB' Issuer Rating
------------------------------------------------
DBRS has confirmed the ratings of Dollar Thrifty Automotive Group,
Inc. (DTAG or the Company), including its Issuer Rating of B (high).
Concurrently, DBRS assigned the ratings a Stable trend and removed
the ratings from Under Review with Positive Implications, where they
were placed on April 28, 2010.

This rating action follows the announcement that the Company's
shareholders have rejected the offer to be acquired by the Hertz
Corporation (Hertz).  Given this transaction is not expected to
proceed, DTAG's ratings will not benefit from the uplift of being
acquired by a higher-rated entity, as such the trend is now Stable.
While DBRS recognizes that there are other potential suitors for the
Company, the outcome is less than certain.  DBRS will continue to
closely monitor the evolving situation regarding potential changes in
ownership and will provide comments in due course, as details of any
definitive agreement become available.

The current ratings reflect DTAG's strengthening balance sheet
metrics, its solid financial performance, and the overall stable
franchise.  The ratings also consider the Company's reliance on
secured sources of funding and limited diversification of revenues.


DRYSHIPS INC: Amends HSH Credit Pacts to Regain Compliance
----------------------------------------------------------
DryShips Inc. has executed two supplemental agreements under its
Senior and Junior Loan Facilities with HSH Nordbank AG, as agent,
with an aggregate outstanding balance of $520.9 million as of
September 29, 2010.

As a result of the amendments in these new supplemental
agreements, the Company will be, as of October 1, 2010, in full
compliance with all its financial and non-financial covenants
under the original facility, as subsequently amended.
Furthermore, effective October 1, 2010, the margin under these
facilities will revert back from the higher margins during the
waiver period to lower pricing.

Mr. George Economou, Chairman and CEO of DryShips Inc. said: "We
are pleased to report that Dryships is now in compliance with the
original loan covenants on a major portion of the outstanding debt
on the drybulk fleet.  It has been two years since the collapse of
Lehman that led to an unprecedented crisis in the shipping
industry. Our strategy of fixed rate charters in both drybulk and
offshore combined with longstanding relationships with the banks
has led to a substantial improvement in the Company's balance
sheet."

A full-text copy of the Supplemental Agreement Under Senior Loan
Facility with HSH is available for free at:

               http://ResearchArchives.com/t/s?6c0a

A full-text copy of the Supplemental Agreement Under Junior Loan
Facility with HSH is available for free at:

               http://ResearchArchives.com/t/s?6c0b

                       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".


DYNEGY HOLDINGS: Moody's Junks Corporate Family Rating From 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Dynegy Holdings,
Inc., including its Corporate Family Rating to Caa1 from B3 along
with the ratings of various affiliates or parent company Dynegy
Inc. The rating outlook for DHI and Dynegy remains negative.

                        Ratings Rationale

The rating action also follows last week's expiration of the 40-
day "go shop" period, increasing the probability that Dynegy will
be acquired by an affiliate of The Blackstone Group L.P. in a
transaction valued at approximately $4.7 billion, including the
assumption of existing debt.  The rating action factors in Moody's
review of the Dynegy's Preliminary Proxy Statement filed with the
SEC as well as Wednesday's filing by DHI of an Amendment to its
Registration Statement on Form S-4.  Based on Moody's assessment
of these public filings, Dynegy's financial profile is expected to
be quite fragile, particularly during 2011 and 2012, when the
company is projected to generate both negative operating cash flow
and negative free cash flow due to weak operating margins and the
required funding of their capital investment programs.  Net
proceeds from the planned sale of 3,884 megawatts of Dynegy's
assets in California and Maine to NRG Energy, Inc., are expected
to help fund cash shortfalls.  While the NRG transaction could
enhance liquidity, Dynegy's credit metrics are expected to weaken
after the sale with NRG and the Blackstone merger are completed as
the asset sale to NRG will reduce the company's owned capacity by
38% even though long-term debt is expected to remain largely
unchanged.

DHI's speculative liquidity rating remains unchanged at SGL-4
reflecting Moody's concern about DHI's internal liquidity sources
over the next four quarters given the amount of negative free cash
flow expected to be generated by the company, and the expected
increased reliance by the company on cash on hand or borrowings
under its secured revolving credit facility to fund negative free
cash.  Moody's understand that the company's ability to remain
compliant with the EBITDA to interest covenant in the current DHI
revolver will become more challenging given that the covenant test
gradually increases over time during the next twelve months.
Moody's also observe that the Blackstone merger is considered a
change in control under the secured credit facilities and will
cause the facilities to come due at merger close thus requiring
outstanding indebtedness to be repaid.  Based on the company's
Proxy filing, restricted and unrestricted cash along with net cash
proceeds from the NRG sale are expected to satisfy the obligations
under the facility and replace any outstanding letters of credit
at merger close.  As such, should the merger with Blackstone and
the subsequent asset sale to NRG be completed, a change in the SGL
rating may be warranted, depending upon the manner in which the
asset sales proceeds are deployed and liquidity needs are
addressed.

The continuing negative outlook factors in Moody's concern about
Dynegy being owned by a private equity firm, and the related
uncertainty around the sponsor's view surrounding several
strategic issues including hedging, capital structure, liquidity
and dividend / distribution policies.  While the public filings
provides some insight into these issues, material uncertainty
remains about the intermediate term intentions of the potential
new owners and the related implications to bondholders.  That
said, to the extent that the transactions with Blackstone and NRG
are not completed, downward rating pressure at DHI and Dynegy will
continue to exist given the weak financial prospects for the
company over the next few years coupled with the liquidity
concerns outlined above.

In light of the weak financial prospects and the uncertainty
concerning Dynegy's potential new owners, limited near-term
prospects exist for the rating to be upgraded or the outlook to be
stabilized.

Downgrades:

Issuer: Dynegy Capital Trust II

  -- Preferred Stock Shelf, Downgraded to (P)Caa3 from (P)Caa2

Issuer: Dynegy Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)Caa3 from (P)Caa2

Issuer: Dynegy Holdings Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Multiple Seniority Shelf, Downgraded to (P)Caa2, (P)Caa3 from
     (P)Caa1, (P)Caa2

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD1,
     06% from Ba3, LGD1, 05%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4, 60% from B3, LGD4, 58%

Issuer: Dynegy Inc.

  -- Multiple Seniority Shelf, Downgraded to (P)Caa3, (P)Caa3,
     (P)Caa3 from (P)Caa2, (P)Caa2, (P)Caa2

Issuer: NGC Corporation Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Caa3 from Caa2

Issuer: Roseton-Danskammer 2001

  -- Senior Secured Pass-Through, Downgraded to Caa2, LGD4, 60%
     from B3, LGD4, 58%

Headquartered in Houston, Texas, DHI is an independent power
producer that owns a portfolio of more than 12,000 MW electric
generating assets.  DHI is wholly-owned by Dynegy, Inc. REGULATORY
DISCLOSURES Information sources used to prepare the credit rating
are these: parties involved in the ratings, parties not involved
in the ratings, public information, confidential and proprietary
Moody's Investors Service's information, confidential and
proprietary Moody's Analytics' information.  Moody's Investors
Service considers the quality of information available on the
issuer or obligation satisfactory for the purposes of maintaining
a credit rating.


ENCORIUM GROUP: Posts $805,100 Net Loss in June 30 Quarter
----------------------------------------------------------
Encorium Group, Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $805,157 on $4.4 million of revenue for
the three months ended June 30, 2010, compared with a net loss of
$1.9 million on $5.3 million of revenue for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$10.0 million in total assets, $10.6 million in total liabilities,
and a stockholders' deficit of $619,663.

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, following its 2009 results.  The independent
auditors noted of the Company's recurring losses from operations,
current available cash, and anticipated level of capital
requirements.

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

               http://researcharchives.com/t/s?6c17

                       About Encorium Group

Wayne, Pa.-based Encorium Group, Inc. (Nasdaq: ENCO) is a clinical
research organization (CRO) that engages in the design and
management of complex clinical trials for the pharmaceutical,
biotechnology and medical device industries.  The Company was
initially incorporated in August 1998 in Nevada.  In June 2002,
the Company changed its  state of incorporation to Delaware.  In
November 2006, the Company expanded its international operations
with the acquisition of its wholly-owned subsidiary, Encorium Oy,
a CRO founded in 1996 in Finland, which offers clinical trial
services to the pharmaceutical and medical device industries.
Since 2006 the Company has conducted substantially all of its
European operations through Encorium Oy and its wholly-owned
subsidiaries located in Denmark, Estonia, Sweden, Lithuania,
Romania, Germany and Poland.

On July 16, 2009, the Company sold substantially all of the assets
relating to the Company's U.S. line of business to Pierrel
Research USA, Inc., the result of which the Company no longer has
any employees or significant operations in the United States.


EVRAZ INC: Moody's Assigns 'B1' Rating on $650 Mil. Notes
---------------------------------------------------------
Moody's Investors Service assigned a B1 senior unsecured rating to
the proposed $650 million guaranteed note issuance by Evraz Inc.
NA or "EINA" and Evraz Inc. NA Canada or "EICA" as co-borrowers.
The notes will be guaranteed by the co-borrowers' principal
operating subsidiaries.  At the same time, Moody's assigned a B2
corporate family rating and a B2 probability of default rating to
Evraz North America.  The outlook is stable.  This is the first
time Moody's has rated ENA.

Proceeds of the note issuance will be used to repay a portion of
the shareholder loans from the ultimate parent -- Evraz Group S.A.
(EGSA - B1 CFR).

For the purposes of analysis, Moody's views EINA and EICA -- both
of whom are jointly and severally liable for the bond offering --
as one consolidated entity.  Going forward, Moody's will refer to
this entity as ENA.

                        Ratings Rationale

ENA's B2 corporate family rating reflects its highly leveraged pro
forma capital structure (including 100% of intercompany loans),
relatively weak levels of interest coverage (measured by
EBIT/interest), exposure to cyclical end markets, modest scale,
and limited free cash flow relative to outstanding debt.  The
rating also incorporates the company's vulnerability to the
cyclical nature of the steel industry, which subjects it to
downward pricing pressure attributable to a number of factors,
including product demand weakness, excess global capacity and
trade factors.  While Moody's anticipate ENA to achieve stronger
operating performance and improving metrics in 2010 relative to
2009, Moody's expect recovery in the steel industry to be slow and
anticipate that ENA's leverage, as measured by the debt/EBITDA
ratio, will remain in a range of 6x to 7x.

However, the rating acknowledges ENA's strong positions in its
markets served from both a geographic -- majority of operations in
the western U.S. and western Canada - and product perspective.
Its products include plate, coiled plate, large and small diameter
pipe, oil country tubular goods, welded and seamless pipe and
casing, rail, and rod, with the focus being on more value added
products such as pipe for the oil and gas transmission markets.
In addition, ENA is one of only several rail manufacturers in
North America and it has a leading market share.  The nature of
track maintenance requirements in the railroad industry and lead
time order requirement for pipeline projects provides an
underlying level of stability to ENA's business although it still
remains exposed to the volatility of the steel industry.

In addition, the rating considers the importance of ENA to its
parent company, EGSA, and its inclusion as a material subsidiary
in EGSA's notes due 2013,2015 and 2018 documentation, as well as
other EGSA debt facilities documentation, which contain cross
default language to payment defaults at material subsidiaries
among other things.

Going forward, the ratings could be lowered if ENA's operating
performance deteriorated such that debt/EBITDA remains
consistently above 6.5x, EBIT/interest remains consistently below
1.5x, or the ratio of operating cash flow minus dividends to debt
remains below 10%.

At this time, Moody's see limited upward pressure on ENA's
ratings, given Moody's expectation for a slow recovery from the
company's operational lows of 2009.  However, should EBITDA and
cash flow expand faster than anticipated, whereby debt/EBITDA and
EBIT/interest approach 4.0x and 2.5x, respectively, the ratings
could be upgraded.

The stable outlook reflects Moody's expectation that ENA will
continue to demonstrate improved operating performance and
positive cash flow generation over the next 12 to 18 months.  In
addition, given the company's high pro forma leverage, Moody's
expect it to exercise capital structure discipline as key credit
metrics gradually improve to levels more comfortably within a B2
corporate family rating.

Assignments:

Issuer: Evraz Inc. NA

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD 3,
     32%

Issuer: Evraz Inc. NA Canada

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD 3,
     32%

Issuer: Evraz North America

  -- Probability of Default Rating, Assigned B2
  -- Corporate Family Rating, Assigned B2

Evraz Inc. NA, headquartered in Portland, Oregon, is a steelmaking
company with operations in the U.S. and Canada.  Through its
Oregon Steel Division, it operates two steel mills, one pipe mill,
and one scrap processing facility.  Its major products include
discrete steel plate, coiled plate, structural tubing, large
diameter line pipe, and electric resistance welded pipe.  Through
its Rocky Mountain Steel Mills Division, it operates steelmaking
and finishing facilities, which include one of only two
established rail manufacturing facilities in the U.S.

Evraz Inc. NA Canada is organized into two business units: Regina
Steel and Regina Tubular.  Regina Steel operates steelmaking
facilities, finishing facilities, and a plate mill that produces
discrete steel plate and coiled plate.  Regina Tubular operates
pipe finishing facilities where it produces electric resistance
welded line pipe and oil country tubular goods.

Evraz Group S.A. is a leading global vertically integrated steel
company headquartered in Russia with assets in Russia, the
Ukraine, Europe, North America and South Africa.  Through its
mining division, the company also operates iron ore and coal
mining complexes.  The company generated $9.8 billion in revenue
in 2009.  Steel production was 15.3 million tons.


FEDERAL-MOGUL: Asbestos Trust Wants Injunction Widened for Allianz
------------------------------------------------------------------
The Federal-Mogul U.S. Asbestos Personal Injury Trust asks Judge
Judith Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to extend to certain insurers, known as the Allianz
Companies, protections afforded to a protected party pursuant to
the Debtors' Fourth Amended Joint Plan of Reorganization.

The Allianz Companies are:

  -- Allianz Global and Corporate Specialty AG, as successor-by-
     partial-merger to Allianz Versicherungs;

  -- Allianz Global Risks U.S. Insurance Company, formerly known
     as Alliance Insurance Company; and

  -- Allianz Underwriters Insurance Company, formerly known as
     Allianz Underwriters, Inc.

The Debtors' Plan was confirmed on November 8, 2007, and was
declared effective on December 27, 2007.

Pursuant to the Plan, the Trust was established and has assumed
all liability for Asbestos Claims that previously would have been
asserted against Federal-Mogul Products, Inc.  The Trust received,
among other things, certain of Federal-Mogul Products' rights to
the proceeds of certain insurance policies, including the policies
that are the subject of a certain settlement agreement, which
policies were issued to Studebaker-Worthington, Inc., and McGraw-
Edison Company, each an alleged former parent of Wagner Electric
Corporation, a predecessor of Federal-Mogul Products, Inc.  Cooper
LLC also asserts rights to coverage under the Wagner Policies,
including Wagner Policies for which the Allianz Companies are
allegedly responsible.

Prior to entering into the Settlement Agreement, there were
disputes among the Parties regarding their rights and obligations
with respect to insurance coverage for Asbestos Claims under the
Allianz Policies.

On September 19, 2006, Federal-Mogul Products initiated an action
against certain insurance companies, including certain of the
Allianz Companies, in the Superior Court of New Jersey.  Federal-
Mogul Products sought declaratory relief, actual compensatory and
consequential damages, plus interest, among other relief, and the
Allianz Companies defendants denied that they owed any damages or
relief as alleged and have defended against Federal-Mogul
Products' claims.

On July 28, 2008, the Trust was added as a plaintiff in the New
Jersey Coverage Action.

After months of negotiations, the Parties have reached an
agreement to settle and resolve the Coverage Disputes as between
them, to provide for mutual releases of certain claims under the
Allianz Policies, to provide for dismissals with prejudice of the
New Jersey Coverage Action and related litigation, and to limit
the Allianz Companies' future actions against the Parties with
respect to the Coverage Proceedings, all as fully set forth in the
Settlement Agreement.

In exchange for the releases and other benefits conveyed to the
Allianz Companies under the Settlement Agreement, the Allianz
Companies agree to pay an undisclosed "substantial sum" to the
Trust, according to Kathleen Campbell Davis, Esq., at Campbell &
Levine, LLC, in Wilmington, Delaware.  The Trust has concluded
that the Allianz Companies' payment of the Settlement Amount
constitutes reasonable consideration for the releases and other
benefits conveyed to the Allianz Companies.

Ms. Campbell asserts that under the Settlement Agreement, the
Trust is required to file a request seeking extension of the Third
Party Injunction to the Allianz Companies.

Under the Settlement Agreement, Ms. Davis avers, the Trust agrees
to defend the application of the Third Party Injunction as to
claims asserted against the Allianz Companies that are subject to
the Third Party Injunction.  She adds that the Plan provides for
extension of the Third Party Injunction as requested.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FEDERAL-MOGUL: Baldwin & Baldwin Represents PI Claimants
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Scott Baldwin, Jr., Esq., at Baldwin & Baldwin, LLP, in
Marshall, Texas, disclosed that his firm represents over one
thousand personal injury creditors, who have been injured by
asbestos products manufactured, marketed, distributed, sold, or
produced by the Debtors and others, and therefore, have claims
against, inter alia, the Debtors.

Pursuant to the Court's previous order, Mr. Baldwin says that
exhibits to the Rule 2019 Statement are being provided in
electronic format on CD to the Court's Clerk, attorneys for the
Debtors and to the U.S. Trustee.  The exhibits contain blank but
unredacted exemplar of the contract authorizing Baldwin & Baldwin
to act on behalf of the Creditors, and an excel spreadsheet
containing the names and addresses of each Creditor, the amount of
their claims, and other information.

The nature of the claim held by each Creditor is a personal injury
tort claim for damages caused by asbestos products manufactured,
sold or distributed by the Debtors, Mr. Baldwin discloses.  He
asserts that since the Creditors were exposed to asbestos products
manufactured, sold or distributed by the Debtors more than one
year prior to the filing of the bankruptcy cases, each of the
Creditors may have "acquired" his or her claim more than one year
prior to the filing of the cases.

The Creditors affirmatively assert that the statutes of
limitations applicable to their claims did not begin to run on the
date of exposure and reserve all procedural and substantive rights
pertaining to their claims.

Mr. Baldwin assures the Court that his firm does not hold any
claims against or interests in the Debtors, except what some could
characterize as a beneficial interest -- contingency fee -- in
certain claims, settlements and judgment for asbestos personal
injuries of some of the Creditors.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FONTAINEBLEAU L.V.: Bank Debt Trades at 80% Off
-----------------------------------------------
Participations in a syndicated loan under which Fontainebleau Las
Vegas is a borrower traded in the secondary market at 20.28 cents-
on-the-dollar during the week ended Friday, October 1, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.78
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility, which matures on June 6, 2014.  Moody's has withdrawn
its rating while Standard & Poor's does not rate the bank debt.
The loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FORD MOTOR: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 97.98 cents-on-the-
dollar during the week ended Friday, October 1, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.03 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 15, 2013, and carries Moody's Ba3
rating and Standard & Poor's BB rating.  The loan is one of the
biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at June 30, 2010, showed
$179.75 billion in total assets, $183.29 billion in total
liabilities, and a $3.54 billion stockholders' deficit.

                             *     *     *

In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'.   "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz.  S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares  Still, S&P believes underlying business risks
remain high.  Ford Motor and its unit, Ford Motor Credit, carry
'BB-' issuer default ratings from Fitch Ratings.  In August 2010,
when Fitch raised the rating from 'B', it said, Ford's ratings
reflect its continued strong financial performance and the
substantial debt reduction accomplished in the second quarter."

Ford Motor has a 'B1' corporate family rating from Moody's.


FORD MOTOR: Hit by UAW Class in Visteon Retiree ERISA Suit
----------------------------------------------------------
Bankruptcy Law360 reports that Ford Motor Co. retirees have
brought their contentious fight over health benefits to federal
court, lodging a class action to stop Ford and its bankrupt
spinoff Visteon Corp. from, they allege, breaching labor contracts
by stripping more than 1,000 retirees and their families of
lifetime health benefits.

The United Auto Workers union and two of its members filed suit
Thursday in the U.S. District Court for the Eastern District of
Michigan, claiming Visteon plans to erase benefits, 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 emerged from
Chapter 11 on October 1.

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at June 30, 2010, showed $179.75
billion in total assets, $183.29 billion in total liabilities, and
a $3.54 billion stockholders' deficit.

                            *     *     *

In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'.   "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz.  S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares  Still, S&P believes underlying business risks
remain high.

Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer
default ratings from Fitch Ratings.  In August 2010, when Fitch
raised the rating from 'B', it said, Ford's ratings reflect its
continued strong financial performance and the substantial debt
reduction accomplished in the second quarter."

Ford Motor has a 'B1' corporate family rating from Moody's.


FOREVERGREEN WORLDWIDE: Posts $95,400 Net Loss in June 30 Quarter
-----------------------------------------------------------------
ForeverGreen Worldwide Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $95,427 on $2.4 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $142,480 on $3.3 million of revenue for the comparable
period in 2009.

The Company had negative working capital of $2.8 million and an
accumulated deficit of $19.6 million at June 30, 2010.

The Company's balance sheet as of June 30, 2010, showed
$14.9 million in total assets, $3.9 million in total liabilities,
and stockholders' equity of $11.0 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Chisolm, Bierwolf, Nilson & Morrill, in Bountiful, Utah, 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 a working capital deficiency,
and has had negative cash flows from operations and recurring
operating losses substantially since inception.

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

               http://researcharchives.com/t/s?6c15

                   About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation through its
wholly owned subsidiary, ForeverGreen International, LLC, produces
and manufactures a wide array of whole foods, nutritional
supplements, personal care products and essential oils.


FREMONT GENERAL: Asks for KPMG Docs. on $2.8M Fee Request
---------------------------------------------------------
Bankruptcy Law360 reports that Signature Group Holdings Inc., the
reorganized form of Fremont General Corp., has asked a bankruptcy
judge to force KPMG Corporate Finance LLC to produce documents to
help mediate a dispute over a $2.8 million tab for work KPMG
performed for the Debtor.

Signature Group, in a motion filed Thursday in the U.S. Bankruptcy
Court for the Central District of California, asked for an order
compelling the production of documents detailing KPMG's services,
according to Law360.

                       About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General Corporation emerged from bankruptcy and filed
Amended and Restated Articles of Incorporation with the Secretary
of State of Nevada on June 11, 2010, which, among other things,
changed the Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  As of that date Fremont General changed its name to
Signature Group Holdings, Inc.


GATEHOUSE MEDIA: Bank Debt Trades at 63% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 37.13 cents-on-
the-dollar during the week ended Friday, October 1, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.36 percentage points
from the previous week, The Journal relates.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 27, 2014, and carries Moody's Ca rating and Standard
& Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest publishers
of locally based print and online media in the United States as
measured by its 97 daily publications.  GateHouse Media currently
serves local audiences of more than 10 million per week across 21
states through hundreds of community publications and local Web
sites.

The Company's balance sheet at June 30, 2010, showed $572.2 million
in total assets, $1.3 billion in total liabilities, and a
$795.1 million stockholders' deficit.


GENERAL GROWTH: Proposes Exit Financing Transactions
----------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates ask the
Court to permit them to:

      -- if they so elect, exercise certain clawback rights
         and incur related clawback fees;

      -- enter into a commitment letter, fee letter and side
         letter in connection with a potential $8.5 billion exit
         financing facility; and

      -- enter into an equity ROFO letter, a pre-emergence
         underwriting agreement and a guarantee.

The Debtors also seek the Court's authority for UBS Securities
LLC to act as one of the underwriters and lender commitment
parties and for them to enter into potential engagement letter
extensions.

                     Clawback Election and
                     Underwritten Offerings

The Investment Agreements with REP Investments, LLC; Fairholme
Capital Management, LLC, and Pershing Square Capital Management
L.P. provide the Debtors with the latitude to propose a Plan
that allows them to source additional financing through debt
commitments from those existing investors or third parties and
to replace portions of certain of the equity commitments under the
Investment Agreements, Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells the Court.

This may be accomplished through a pre-emergence public
exchangeable notes offering, or through a post-emergence public
stock offering -- Underwritten Offerings, Mr. Holtzer explains.

GGP expects to pursue the New GGP Post-Emergence Public Equity
Offering.  However, to maintain maximum flexibility, GGP is
seeking approval of certain actions that would be necessary to
effectuate either Underwritten Offering, Mr. Holtzer explains.
Regardless of which Underwritten Offering is consummated, GGP
expects to replace, in accordance with the clawback mechanism in
the Investment Agreements, a substantial portion of the New GGP
Common Stock that will be issued to the Investors.

According to the Investment Agreements, exercising a Clawback
Election after the effective date of the Third Amended Joint Plan
of Reorganization requires GGP to pay a fee of $0.25 per reserved
share, or a total of $38.75 million.  If the Clawback Election is
also made, the Debtors may elect to have $350 million of Pershing
Square's equity capital commitment delivered in cash at closing in
exchange for bridge notes.

To facilitate either Underwritten Offering, GGP intends to enter
into an equity right of first offer letter -- Equity ROFO Letter
-- with Goldman Sachs & Co., Deutsche Bank AG, Wells Fargo
Securities, RBC Capital Markets, Barclays PLC, and UBS Securities
LLC, as joint lead bookrunning managers, and Macquarie Bank
Limited and TD Securities (USA) LLC, as co-managers -- the
Underwriters.  The Equity ROFO Letter provides that New GGP will
offer the Underwriters the exclusive right to serve as the
Underwriters if New GGP proposes to issue equity securities in an
underwritten public offering in connection with the clawback
mechanism.

If GGP changes its current financing intentions and pursues the
Pre-Emergence Mandatorily Exchangeable Notes Offering instead,
New GGP would issue up to $2.25 billion of mandatorily
exchangeable notes.  On the Effective Date, if New GGP elects,
and subject to certain conditions, the New GGP Notes would be
mandatorily exchanged into a fixed number of shares of New GGP
Common Stock based on an exchange ratio that will be determined
during the marketing process with potential investors.

In connection, New GGP would enter into an underwriting
agreement, which GGP would execute as a guarantor and which
provides that New GGP will pay an underwriting fee in the form of
a discount to the purchase price of the New GGP Notes, reimburse
the Underwriters for certain reasonable expenses and provide
traditional and customary indemnities to the Underwriters and
their affiliates.

              Exit Financing and Related Letters

GGP has secured commitments from Deutsche Bank Securities Inc.;
Wells Fargo Securities, LLC, and RBC Capital Markets Corporation -
- joint lead arrangers -- to provide a post-emergence source of
liquidity and to, among other things, ensure a source of funding
in the event reinstatement of certain Rouse Notes is not
permitted.

Under a Commitment Letter between the Debtors and those lenders,
the Debtors may, but are not obligated to, borrow up to
$1.8 billion in exit financing facility, composed of:

   (a) a senior secured revolving credit facility aggregating
       $300,000,000 -- the Standalone Revolving Facility; or

   (b) a senior secured revolving credit facility aggregating
       $300,000,000 and term facility totaling $1,500,000,000 --
       the Combined Facility.

A full-text copy of the Commitment Letter is available for free
at http://bankrupt.com/misc/ggp_CommitmentLetter.pdf

In consideration of those commitments, GGP Limited Partnership,
GGPLP L.L.C. and GGP have agreed to pay certain fees and expenses
to the Initial Lenders and the Joint Lead Arrangers in accordance
with a Fee Letter.

Pursuant to a Side Letter between the GGP Commitment Parties and
the Joint Lead Arrangers, the GGP Commitment Parties have agreed
not to list certain financial institutions on a list provided to
the Joint Lead Arrangers that sets forth, among other things,
institutions disqualified from participating as lenders under the
Standalone Revolving Facility or Combined Facility and have
reserved their consent rights with respect to those financial
institutions becoming lenders under the Relevant Facility.

              Potential Engagement Letter Transactions

The Debtors propose to execute agreements with Goldman, Sachs &
Co. and Deutsche Bank Securities, Inc., extending the deadline by
which the Debtors would be required to make certain payments to
those parties.

The terms of the Potential Engagement Letter Extensions are still
being negotiated, Mr. Holtzer tells the Court.  If the Debtors
reach agreement on the terms with the Engagement Letter Parties,
they will file the Potential Engagement Letter Extensions with
the Court on or before the hearing on the Financing Motion.

Mr. Holtzer avers that the contemplated transactions will provide
GGP increased emergence flexibility and possibly funds that are
integral to its emergence from Chapter 11.  Absent GGP's
agreement to pay the fees required under the Agreements and to
undertake the indemnification obligations likewise, GGP's chances
of securing the referenced financing commitments or others
similar to those commitments would significantly decrease, he
stresses.  Indeed, payment of the underwriting fees pursuant to
the Equity ROFO Letter and the Pre-Emergence Underwriting
Agreement is required only upon completion of a successful
completion of the underwriting, he points out.  At best, the fees
and other obligations contained in those Agreements are on market
terms, he insists.

As to the UBS retention, the Debtors believe that, given UBS's
unique perspective and knowledge of the Debtors, UBS's serving as
one of the Underwriters and Lender Commitment Parties will
greatly assist the Debtors in their proposed capital raise, he
asserts.  The Debtors also ask the Court to find that the
engagement will not cause UBS to fail to be a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Because the Fee Letter, the Side Letter, the Potential Engagement
Letter Extensions, and the Equity ROFO Letter contain sensitive
commercial information, GGP sought and obtained the Court's
permission to tentatively file under seal those documents,
provided that the issue whether those documents may remain under
seal will be noticed for a hearing at an early date.  Judge Allan
Gropper further ruled that the Fee Letter, Side Letter, Potential
Engagement Letter Extensions, and Equity ROFO Letter will remain
under seal and confidential and will not be made available to any
party other than the Court and these parties, subject to further
order of the Court:

  (a) the U.S. Trustee for Region 2,
  (b) the Official Committee of Unsecured Creditors,
  (c) the Official Committee of Equity Security Holders, and
  (d) the Investors.

The Debtors further seek a waiver of the 10-day stay pursuant to
Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.  Among
other things, waiving the 10-day stay period will enable the
Joint Lead Arrangers to begin marketing the prospective credit
facilities to potential lenders so as to increase the likelihood
that the anticipated loan syndication will be viable on the
Effective Date, Mr. Holtzer maintains.

In a related request, the Debtors ask the Court to shorten the
notice period with respect to the Financing Motion, and set the
Financing Motion for a hearing on October 8, 2010.

                      About General Growth

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

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

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


GENERAL GROWTH: Receives Approval of Brookfield Management Pact
---------------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates
received the U.S. Bankruptcy Court's permission to enter into a
management services agreement with Brookfield Advisors LP, an
affiliate of Brookfield Asset Management, Inc.

In conjunction with the filing of its Third Amended Joint Plan of
Reorganization and related Disclosure Statement, GGP is focusing
its efforts on creating a framework to ensure the success of its
business after consummation of the Plan, Sylvia A. Mayer, Esq., at
Weil, Gotshal & Manges LLP, in New York, tells the Court.  A
significant portion of those efforts will be devoted to the
formation and initial operation of Spinco, Inc., a new public
company that will be spun off from GGP upon its emergence pursuant
to the 3rd Amended Plan and Investment Agreements, she notes.

Spinco requires, among other things, an appropriately qualified
management team to guide Spinco through its initial formation and
implementation, and to position Spinco to capitalize on its long-
term business and operational strategies, Ms. Mayer points out.
Against this backdrop, GGP decided to engage another entity to
provide a complete management team to direct Spinco on an interim
basis.  Specifically, GGP selected Brookfield Advisors as the
best qualified and incentivized team to manage Spinco on an
interim basis.

The Management Services Agreement provides that Brookfield
Advisors will manage the initial operations of Spinco and guide
Spinco through the necessary processes that accompany the
creation and development of a new public company.  Under the
agreement, Brookfield Advisors will:

  (a) provide services as are reasonably necessary to
      accomplish the spinoff;

  (b) provide overall strategic advice in relation to the
      business, including oversight of detailed asset plans for
      each of Spinco's material assets;

  (c) make recommendations for the development of projects,
      establishment of joint ventures, sales, or other similar
      transactions and overseeing the execution of those
      transactions;

  (d) oversee the preparation and implementation of an annual
      business plan, including an annual capital expenditure
      plan and overseeing the preparation and implementation
      of other strategic or long term plans as required for
      Spinco;

  (e) make recommendations concerning current and future
      financing requirements of Spinco and overseeing financing;

  (f) make recommendations concerning potential acquisitions
      or corporate transactions and overseeing the execution of
      those transactions;

  (g) make available qualified individuals to act as senior
      executives of Spinco;

  (h) oversee corporate functions, including accounting and
      management reporting, information systems, tax preparation
      and other corporate functions, to be provided on a
      transitional basis by certain subsidiaries of GGP
      following the Spinoff, and developing and overseeing
      implementation of a long term plan for those functions
      following termination of the Management Services
      Agreement;

  (i) advise and assist Spinco to establish, maintain and
      implement appropriate policies and procedures designed to
      ensure compliance with:

      -- the requirements of securities and other laws,
         including the Sarbanes-Oxley Act, or any permits and
         other obligations imposed by any governmental authority
         affecting Spinco;

      -- the annual business plan; and

      -- any other obligations by which Spinco is bound;

  (j) advise and assist with regard to the community and
      investor relations of Spinco; and

  (k) advise and assist with respect to the listing of
      Spinco's common stock on a national securities exchange.

Brookfield Advisors will make available qualified persons to
serve in Spinco's interim management, namely:

* Chief Executive Officer: David Arthur
* Chief Financial Officer: Rael Diamond
* Chief Operating Officer: Steven Ganeless
* Chief Development Officer: Ashley Lawrence
* Executive Vice President - Master Planned Communities: David
   Harvie
* General Counsel: Karen Ayre

GGP believes that a strong interim management team will provide
Spinco with the essential tools to successfully navigate its
initial operations while developing and implementing a long-term
business plan and establishing long-term management arrangements,
Ms. Mayer asserts.  Brookfield and its affiliates have extensive
experience in real estate development, including the master
planned community business, which will comprise a significant
portion of Spinco's real estate assets, she stresses.  More
importantly, Brookfield and its affiliates have a dedicated
interest in forging Spinco into a long-term successful company,
given that REP Investments LLC, an affiliate of Brookfield, is a
significant investor and a sponsor of GGP's Plan, she points out.

To ensure that the requisite steps to create Spinco as a viable
public entity and to prepare for a successful launch of Spinco as
a separate company pursuant to the Spinoff, are completed in a
timely manner, GGP further asks the Court to waive the
requirements of 6004(h) of the Federal Rules of Bankruptcy
Procedure and direct that any order granting the relief requested
be effective immediately.

A full-text copy of the Management Services Agreement is available
for free at http://bankrupt.com/misc/ggp_BrookfieldMgtPact.pdf

                      About General Growth

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

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

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


GENERAL GROWTH: Wins Approval of H.S. Wright Settlement Pact
------------------------------------------------------------
Debtor Elk Grove Town Center L.P. received the U.S. Bankruptcy
Court for the Southern District of New York's permission to enter
into a new settlement agreement, lien waiver and release with
Howard S. Wright Constructors, L.P., resolving HSW's prepetition
mechanic's lien claim.

Prepetition, Elk Grove engaged HSW under a contract as general
contractor to furnish all labor, material, tools, equipment and
supervision necessary to produce the buildings, structures,
improvements and related facilities for the Debtor's construction
project known as the Elk Grove Promenade located at 10565 West
Stockton Boulevard, in Elk Grove, California.  HSW terminated the
Construction Contract with the Debtor in February 2009.

Subsequently, HSW timely filed a mechanics' lien for $26,986,121
plus interest, costs, attorneys' fees and other charges for its
work at the Elk Grove Promenade Project.  In April 2009, HSW
initiated an action against the Debtor in the Superior Court of
the State of California, Sacramento County, seeking, among others,
damages and to foreclose on the Lien.  Elk Grove also initiated a
separate cross complaint against HSW.

In November 2009, HSW timely filed two secured Claim Nos. 4792 and
5111, each asserting $26,986,121 against the Debtor and another
Debtor, Elk Grove Town Center, LLC.  Elk Grove and HSW previously
entered into a Court-approved stipulation whereby Elk Grove made
payments to HSW and its subcontractors for $4,561,851.

In June 2010, Elk Grove satisfied the lien claim of one of HSW's
subcontractors, CEI Roofing, Inc., as assigned to Capital
Associates, International, Inc., for $2,330,894.  In connection
with that payment, HSW and Elk Grove entered into another
stipulation whereby they agreed that the principal amount
remaining on the HSW Lien as of June 29, 2010 was $20,543,143,
exclusive of any interest, costs, attorneys' fees and other
charges.

HSW and Elk Grove have agreed that, as of August 30, 2010, the
principal amount of the HSW Lien, representing the entire
prepetition balance resulting from the Contract and the Work HSW
provided is $20,093,375 exclusive of interest and attorneys' fees
-- the Claim.

After arm's-length negotiations, the parties entered into the
Settlement Agreement resolving the Claim.  The salient terms of
the Settlement Agreement are:

  (a) The Debtor agrees to pay HSW 100% of the remaining amount
      of the Claim or $20,093,375, plus statutory interest
      through September 9, 2010 at the rate of 10% per year
      totaling $4,725,914, plus allowed attorneys' fees for
      $145,000.

  (b) HSW agrees to waive any and all present and future claims
      to attorneys' fees, interest and penalties associated with
      the HSW Lien and the Claim.

  (c) HSW agrees to deliver to the escrow agent, prior to
      payment by the Escrow Agent of the settlement payment, a
      full lien release for the HSW Lien as well as any liens or
      other claims from its subcontractors.  HSW will satisfy
      all liens or claims arising from its work at the Elk Grove
      Project against the amounts paid to it under the
      Settlement Agreement and will fully exonerate the Debtor
      from any obligation to any lien holder or claimant
      relating to HSW's work on the Elk Grove Project.

  (d) HSW agrees that the HSW Proofs of Claim will be deemed
      satisfied and will be expunged from the claims register
      upon HSW's receipt of the Settlement Payment.

  (e) HSW and Elk Grove have agree to release all claims and
      causes of action relating to the Elk Grove Project, the
      Contract, or the Work.  Notwithstanding the mutual
      release, provided that Elk Grove provides written notice
      of any specific claims before December 31, 2010, Elk Grove
      reserves any and all claims and causes of action relating
      to the Work performed by HSW and its subcontractors on the
      offsite public improvements and HSW reserves all defenses
      thereto.

  (f) HSW agrees to indemnify, defend and hold harmless the
      Debtors against any claims or cause of action asserted by
      HSW or its subcontractors, suppliers, or other parties
      providing labor, materials, equipment or supplies in
      connection with the work performed at the Elk Grove
      Project due to claims for non-payment or tort claims due
      to HSW's negligence.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, stresses that interest was accruing at the per diem rate of
$5,520 and interest will continue to accrue should the Settlement
Agreement not be approved.  Against this backdrop, the Debtors
believe that settling the HSW Claim now, under the Settlement
Agreement, provides an opportunity for their estates to realize a
more favorable resolution than waiting until later in the
reorganization process, he relates.

                      About General Growth

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

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

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


GENMED HOLDING: Posts $426,200 Net Loss in June 30 Quarter
----------------------------------------------------------
Genmed Holding Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $426,180 on $503 of revenue for the three
months ended June 30, 2010, compared with a net loss of $225,683
on $49,775 of revenue for the same period of 2009.  The increase
in net loss was due primarily to the fact that during the three
months ended June 30, 2009, as part of the cancellation of the
consulting agreement with London Finance Group, Ltd., the Company
recognized a gain of $285,000, compared to no such gain for the
comparable period in 2010.

The Company had a minimum of net sales during the three months
ended June 30, 2010, compared to $49,775 in net sales for the
three months ended June 30, 2009.  Such net sales primarily
consisted of consulting services and did not include any sales of
generic products.

As at June 30, 2010, the Company has incurred an accumulated
deficit of $63.5 million and has negative working capital of
$1.7 million.

The Company's balance sheet as of June 30, 2010, showed
$5.8 million in total assets, $1.7 million in total liabilities,
and stockholders' equity of $4.1 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has an accumulated deficit of $62.3 million since
inception and had net losses and negative working capital in 2009
and 2008.

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

               http://researcharchives.com/t/s?6c11

Based in Zoetermeer, The Netherlands, Genmed Holding Corp. (OTC
BB: GENM) -- http://www.genmed.nl/-- was incorporated in the
State of Nevada.  The Company engages, through its wholly
owned subsidiary, Genmed B.V., in the distribution of generic
drugs.


GEOEYE INC: Moody's Assigns 'B3' Rating on $125 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Geoeye, Inc.'s
proposed $125 million (gross proceeds) second lien note issuance.
The company will use the note issuance proceeds largely to augment
its liquidity position, and for general corporate purposes, as it
continues the development and construction of its next generation
Geoeye-2 satellite.  As part of the ratings action, Moody's also
upgraded the company's existing $400 million first lien senior
secured notes to Ba3 from B1, due to the loss absorption provided
by the new second lien notes in accordance with Moody's Loss Given
Default Methodology.

                        Ratings Rationale

In addition, Moody's affirmed Geoeye's corporate family rating and
its probability of default rating, each at B1.

Geoeye's capital raise follows a National Geospatial-Intelligence
Agency's (NGA) award under the EnhancedView program to of a new
$2.8 billion contract over the next 10 years for satellite imagery
collected on the company's existing Geoeye-1 satellite along with
revenue commitments on imagery collected from future satellites.
As such, the NGA will also fund $337 million towards the build and
launch of Geoeye-2, expected to be deployed in 2013, which Moody's
believes could cost up to $800 million.  The contract also
provides for $700 million of ancillary services that Geoeye will
provide to NGA over the ten year period.

Moody's has taken these rating actions:

Issuer: Geoeye, Inc.

* New Second Lien Senior Secured Notes, Assigned B3, LGD5 - 89%

* Existing $400 million Senior Secured Notes, Upgraded to Ba3 LGD3
  -- 38% from B1 LGD3 -- 49%

* Corporate Family Rating, Affirmed B1

* Probability of Default Rating, Affirmed B1

* SGL Affirmed SGL-1

* Outlook is stable

Geoeye's B1 CFR primarily reflects the company's solid position in
the growing market for commercial satellite imagery, and the
strong support for the industry by the US government.  The ratings
are also supported by the company's very good liquidity, as the
company's cash balances and cash generated from operations should
be sufficient to meet its share of the construction milestones of
the planned Geoye-2 satellite.  On the other hand, the company's
near-term adjusted Debt/EBITDA leverage (adjusted primarily for
deferred revenues and operating leases) will be elevated to about
4.0x and free cash flow will be negative during the satellite
construction phase, as the company ramps up the design and
development capital expenditures of Geoeye-2.  The ratings are
also tempered by the technology and business risks manifest in the
company's high customer and asset concentration and the longer-
term uncertainty relating to the company's strategy to meet
shareholder return expectations.

Geoeye's SGL-1 liquidity rating indicates very good liquidity.
Over the 4-quarter horizon to June 30, 2011, Geoeye's main source
of liquidity is expected to be cash on hand, which was about $230
mm at June 30, 2010, proforma for the release of the restricted
cash following the NGA award.  Proforma for the new $125 million
note offering, an expected $27 million tax refund in 3Q 2010 and
about $78 million preferred stock investment by Cerberus, would be
roughly $460 million.  Additionally, Geoeye may generate roughly
$75 million of free cash flow over this 4-quarter period once
capital expenditures relating to the early stage design and
development of its next-generation satellite have been incurred.

                         Ratings Outlook

The stable outlook reflects Moody's view that continuing US
government backing of the commercial satellite industry especially
considering the increasing needs for high resolution surveillance
and mapping applications, along with the pledge of the insurance
proceeds on the satellites, mitigate the high emerging business
risk of the commercial satellite sector in the near-term.

                What Could Change the Rating -- Up

Prior to launch of Geoeye-2, rating migration could occur if the
company successfully capitalizes on its goal to diversify its
revenue stream away from the US government, and free cash flow
generation reaches over $100 million per year.

               What Could Change the Rating -- Down

Given the demonstrated support for the GeoEye's business by its
major customer, the US Government, a rating downgrade over the
next couple of years is unlikely barring the low probability of
the NGA contract reversal.  However, given the high technology
risk endemic in the company's business model, ratings would come
under pressure if there is a significant impairment of assets in
space that is not covered by insurance.  High payouts to
shareholders could also drive negative rating actions.

Moody's most recent rating action on Geoeye was September 17,
2009, when the rating agency assigned a B1 rating to the company's
senior secured notes.

Note that Moody's has transferred the methodology used in rating
Geoeye from the Global Telecommunications Industry to the Global
Aerospace and Defense Industry methodology.

Headquartered in Dulles, VA, GeoEye, Inc., is a commercial
satellite imagery company (formed as a result of ORBIMAGE's
January, 2006 acquisition of Space Imaging) operating three earth
imaging satellites -- Geoye-1, OrbView-2 and IKONOS.  The company
also owns and operates a network of ground stations and has an
extensive archive of images and has advanced geospatial imagery
processing capabilities.


GEOKINETICS INC: Lenders Grant Financial Covenants Waiver
---------------------------------------------------------
Lenders have granted Geokinetics Inc. a financial covenants waiver
related to its Revolving Credit Facility due 2013 for the
September 30, 2010 measurement date.  In addition, effective
September 30, 2010, the Company has amended its Revolving Credit
Facility with Royal Bank of Canada.  Among other things, the
second amendment requires that the Company adheres to monthly
consolidated total revenue and consolidated cumulative adjusted
EBITDA targets commencing with the month ending September 30, 2010
through the month ending November 30, 2010.  The permitted
outstanding borrowing amount under the revolver remains unchanged
at $40 million, of which $26 million was outstanding as of
September 30, 2010.

Richard F. Miles, President and Chief Executive Officer, stated,
"We are very pleased to have been granted a financial covenants
waiver related to the revolving credit facility for the third
quarter of this year.  Based on our current forecast, we believe
that the revised monthly financial covenants through November 2010
are achievable. Our lenders continue to show confidence in our
business model and management team, and we are pleased to have
their support to fuel our expected growth."

The second amendment does not address financial covenants related
to the revolver at the December 31, 2010 measurement date and
beyond.  The Company is currently in discussions with its lenders
about potential solutions that would provide future covenant
relief.

                      About Geokinetics Inc.

Based in Houston, Texas, Geokinetics Inc. (NYSE Amex: GOK) --
http://www.geokinetics.com/-- provides seismic data acquisition,
seismic data processing services and multi-client seismic data to
the oil and gas industry worldwide.

At June 30, 2010, the Company had total assets of $711,901,000;
total liabilities of $543,947,000 and Series B Senior Convertible
Preferred stock of $70,815,000; and stockholders' equity of
$97,139,000.  At December 31, 2010, stockholders' equity was
$145,330,000.


GEOKINETICS INC: Lenders OK Financial Covenants Waiver
------------------------------------------------------
Geokinetics Inc.'s lenders have granted the Company a financial
covenants waiver related to the Revolving Credit Facility due 2013
for the September 30, 2010 measurement date.  In addition,
effective September 30, 2010, the Company has amended its
Revolving Credit Facility with Royal Bank of Canada.  Among other
things, the second amendment requires that the Company adheres to
monthly consolidated total revenue and consolidated cumulative
adjusted EBITDA targets commencing with the month ending
September 30, 2010, through the month ending November 30, 2010.
The permitted outstanding borrowing amount under the revolver
remains unchanged at $40 million, of which $26 million was
outstanding as of September 30, 2010.

Richard F. Miles, President and Chief Executive Officer, stated,
"We are very pleased to have been granted a financial covenants
waiver related to the revolving credit facility for the third
quarter of this year.  Based on our current forecast, we believe
that the revised monthly financial covenants through November 2010
are achievable.  Our lenders continue to show confidence in our
business model and management team, and we are pleased to have
their support to fuel our expected growth."

The second amendment does not address financial covenants related
to the revolver at the December 31, 2010 measurement date and
beyond. The Company is currently in discussions with its lenders
about potential solutions that would provide future covenant
relief.

                     About Geokinetics Inc.

Geokinetics Inc. is a leading provider of seismic data
acquisition, seismic data processing services and multi-client
seismic data to the oil and gas industry worldwide. Headquartered
in Houston, Texas, Geokinetics is the largest Western contractor
acquiring seismic data onshore and in transition zones in oil and
gas basins around the world.  Geokinetics has the crews,
experience and capacity to provide cost-effective world class data
to our international and North American clients.


GEOMET INC: Gets NASDAQ Global Market Listing Deficiency Notice
---------------------------------------------------------------
GeoMet, Inc., received notice from The NASDAQ Stock Market on
September 28, 2010, advising the Company that, for the previous 30
consecutive business days, the bid price for the Company's common
stock had closed below the minimum $1.00 per share required under
NASDAQ Marketplace Rule 5450(a)(1) for continued listing on the
NASDAQ Global Market.  The notification letter states that the
Company will be afforded 180 calendar days to regain compliance
with the minimum bid price requirement.  In order to regain
compliance, the bid price of the Company's common stock must close
at $1.00 per share or more for a minimum of ten consecutive
business days.  The initial grace period expires on March 28,
2011. In the event that the bid price deficiency is not cured by
that time, the Company's securities will be subject to delisting.
An additional 180-day period will be available to regain
compliance if the Company transfers its listing to the NASDAQ
Capital Market and meets all other listing requirements.  The
notification letter has no effect on the listing or trading of the
Company's common stock and preferred stock on the NASDAQ Global
Market at this time.

Commenting on the notice, Darby Sere, President and Chief
Executive Officer, said, "We are obviously disappointed to receive
this notice but it is important to point out that it does not
impact the Company's financial stability or daily operations.  No
financial covenants or other agreements are impacted by this
notice.  The recent completion of the Company's $40 million rights
offering and backstop transaction and its new three-year bank
credit agreement, together with reductions in the Company's cost
structure and natural gas hedges, provide the Company with the
flexibility and liquidity it needs to execute its capital and
operational plans."

The Company intends to actively monitor the bid price for its
common stock between now and March 28, 2011, and will consider all
available options to resolve the deficiency and regain compliance
with the NASDAQ Global Market minimum bid price requirement.

                         About GeoMet, Inc.

GeoMet, Inc. is an independent energy company primarily engaged in
the exploration for and development and production of natural gas
from coal seams ("coalbed methane") and non-conventional shallow
gas. Our principal operations and producing properties are located
in the Cahaba Basin in Alabama and the Central Appalachian Basin
in West Virginia and Virginia. We also control coalbed methane and
oil and gas development rights, principally in Alabama, British
Columbia, Virginia, and West Virginia.


HARMAN INTERNATIONAL: Moody's Raises Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of Harman
International Industries, Incorporated, Corporate Family Rating
and Probability of Default Rating to Ba2 from B1.  In a related
action, the rating of the senior secured revolving credit was
raised to Baa2.  The rating outlook was changed to stable from
positive.  The Speculative Grade Liquidity Rating also was
affirmed at SGL-2.

The raising of Harman's Corporate Family to Ba2 reflects the
company's much improved credit metrics and strong free cash flow
generation following the recovery of automotive production levels
beginning in late 2009.  This trend, accompanied by restructuring
actions taken in 2009, and the company's modest debt levels have
resulted in improvements in gross margins to pre-industry downturn
levels and Free Cash Flow/Debt (inclusive of Moody's standard
adjustments) of approximately 23%.  Improving general economic
conditions and the company's announced backlog increase to
$12.2 billion are expected to support the assigned rating over
the intermediate-term.

Approximately 73% of Harman's 2009 revenues came from the
infotainment and audio segments of the automotive industry.
While Moody's expects the global automotive industry to continue
to recover from the industry troughs of 2009, regional recoveries
will vary.  Industry conditions in the U.S. have improved in 2010
with retail unit sales anticipated to increase to 11.5 million
units for the full year.  While first half 2010 car registrations
in Europe also 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.  About 27% of
Harman's 2009 revenues were derived from the consumer and
professional audio markets which may be challenged by volatile
consumer confidence and discretionary spending levels.  Harman's
EBIT/Interest (including Moody's standard adjustments) as of
June 30, 2010, was approximately 2.4x.

The stable rating outlook incorporates Moody's expectation that
the company should generate credit metrics consistent with the
assigned ratings over the intermediate term.  The company's good
liquidity profile also is expected to support operating
flexibility in the event that general economic growth temporarily
stalls.

The SGL-2 Speculative Grade Liquidity Rating continues to indicate
the expectation of a good liquidity profile over the next twelve
months supported by cash balances and expected free cash flow
generation.  As of June 30, 2010, the company maintained
$646 million of cash and cash equivalents.  Moody's expects
Harman to be free cash flow positive over the next twelve months
resulting from continued growth in the company's end-markets.
Availability under the company's $232 million multi-currency
revolving credit facility, as of June 30, 2010, was $225 million
after $6.6 million of letters of credit outstanding.  Moody's
expects the company to operate with ample headroom under the
revolver's financial covenants over the near-term to maintain
financial flexibility.  Harman's capacity for additional
borrowings outside of the multi-currency revolving credit facility
is limited by lien limitations under this facility and a debt
incurrence test under its convertible notes.

Ratings raised:

  -- Corporate Family Rating, to Ba2 from B1;

  -- Probability of Default Rating, to Ba2 from B1;

  -- Secured multi-currency revolving credit due December 2011, to
     Baa2 (LGD1, 5%), from Ba1 (LGD1, 9%)

Ratings affirmed:

  -- Speculative Grade Liquidity Rating, at SGL-2

The last rating action for Harman was on March 25, 2010 when the
B1 Corporate Family Rating was affirmed and the rating outlook was
changed positive.

Harman International Industries, Incorporated, headquartered in
Stamford, Conn., is a leading manufacturer of high quality, high
fidelity audio products and electronic systems for the consumer,
automotive, and professional markets.  Revenues for fiscal year
2010 were approximately $3.4 billion.


HARRISBURG, PA: Asks State For Help Solving Financial Woes
----------------------------------------------------------
Harrisburg, Pa., applied for the city to join the Act 47 program
in which the state Pennsylvania provides oversight and assistance
in attempting to repair the city's finances.

Dow Jones' DBR Small Cap reports that Mayor Linda Thompson,
warning the city "stands on the precipice of a full-blown
financial crisis," said she has asked state of Pennsylvania
officials to declare the capital city a distressed municipality
under a 1987 state law that offers state help to financially
ailing municipalities.  The report relates that the program, known
colloquially as Act 47, offers guidance on recovery plans, grants,
loans and other forms of assistance.

Nineteen cities and other local governments, the largest of which
is Pittsburgh, are currently in the program, Thompson, whose city
is wrangling with $288 million in incinerator debt, said seeking
state help is only one step toward resolving Harrisburg's
problems, and that "there are many difficult steps to come," the
report notes.

A city press release announcing the request was blunt in its
description of how deep a hole Thompson and other officials face,
the report adds.

                     About Harrisburg, PA

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

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on $3.3
million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county, Dauphin, and Hamilton,
Bermuda-based bond insurer Assured Guaranty Municipal Corp. over
its failure to honor the commitments.


HAWKER BEECHCRAFT: To Pay Interest In Cash for Senior Notes
-----------------------------------------------------------
Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft
Notes Company said they may, at their option, elect to pay
interest entirely in cash, entirely by increasing the principal
amount, or 50% in cash and 50% by increasing the principal amount
for any interest payment period prior to April 1, 2011, for its
outstanding 8.875%/9.625% Senior PIK Election Notes due 2015.

The Company is electing to pay cash interest for the interest
period ending March 31, 2011.  The Company will evaluate this
option prior to the beginning of each eligible interest period,
taking into account market conditions and other relevant factors
at that time.

In connection with this election, on September 30, 2010, the
Company delivered notice to Deutsche Bank National Trust Company,
in its capacity as Trustee under the Indenture governing the PIK
Notes, that, with respect to the interest that will be due on such
notes on the April 1, 2011 interest payment date, the Company will
make such interest payment in cash.

                      About Hawker Beechcraft

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

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.

Hawker Beechcraft 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.


HEALTHSOUTH CORP: Completes Purchase of 30-Bed Rehabilitation Unit
------------------------------------------------------------------
HealthSouth Corporation has completed its purchase of a 30-bed
inpatient rehabilitation unit in Ft. Smith, Arkansas, from Health
Management Associates (NYSE: HMA). The rehabilitation unit will be
relocated from Health Management Associates' Sparks Regional
Medical Center to HealthSouth Rehabilitation Hospital of Ft.
Smith.

"HealthSouth is committed to meeting the rehabilitative needs of
patients in Ft. Smith, and we look forward to expanding our
outreach in this market," said Jay Grinney, HealthSouth president
and CEO.

"We have provided rehabilitative care in Ft. Smith since 1989,"
said Terry Maxhimer, president of HealthSouth's Mid-Atlantic
Region.  "We have a terrific relationship with Sparks Regional
Medical Center and will continue to work with them to provide a
seamless continuum of care and ensure access to exceptional
services for the patients of the Ft. Smith region."

HealthSouth Rehabilitation Hospital of Ft. Smith serves Ft. Smith
and the surrounding area, including Sebastian, Crawford and Logan
counties in Arkansas as well as Adair, LeFore and Sequoyah
counties in Oklahoma. HealthSouth operates four rehabilitation
hospitals and one rehabilitation satellite unit throughout
Arkansas in Fayetteville, Ft. Smith, Jonesboro, Little Rock and
Sherwood.

                      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 carries a 'B1' 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.

On October 1, 2010, the Troubled Company Reporter said
HealthSouth's B1 Corporate Family Rating reflects the continued
reduction in debt outstanding and management's commitment to
strengthening the company's balance sheet.

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


HELIX BIOPHARMA: Posts C$4.2-Mil. Net Loss in April 30 Quarter
--------------------------------------------------------------
Helix BioPharma Corp. reported a net loss of C$4.2 million on
C$1.1 million of revenue for the three months ended April 30,
2010, compared with a net loss of C$4.1 million on C$924,000 of
revenue for the three months ended April 30, 2009.

The Company has yet to achieve net earnings from its operations.
As of April 30, 2010, the Company had an accumulated deficit of
C$84.1 million.

The Company's balance sheet at April 30, 2010, showed
C$20.3 million in total assets, C$1.8 million in total
liabilities, and stockholders equity of C$18.5 million.

The Company discloses that its ability to continue as a going
concern is dependent on obtaining additional investment capital
and the achievement of profitable operations, of which there can
be no assurance.  "While the Company estimates it has sufficient
capital and liquidity to finance current operations through the
next twelve months, the Company's long-term liquidity depends on
its ability to access the capital markets, which depends
substantially on the success of the Company's ongoing research and
development programs."

"The failure of the Company to obtain additional funding on a
timely basis may result in the Company reducing, delaying or
canceling one or more of its planned research, development and
marketing programs and reducing related personnel, any of which
could impair the current and future value of the business.  It may
also have a material adverse effect on the Company's ability to
continue as a going concern."

A full-text copy of the Company's unaudited consolidated financial
statements for the three months ended April 30, 2010, is available
for free at http://researcharchives.com/t/s?6c0d

A full-text copy of the Company's Management's Discussion and
Analysis for the three months ended April 30, 2010, is available
for free at http://researcharchives.com/t/s?6c0e

                      About Helix BioPharma

Helix BioPharma Corp. -- http://www.helixbiopharma.com/-- is a
Canadian biopharmaceutical company specializing in the field of
cancer therapy.  The Company is actively developing innovative
products for the prevention and treatment of cancer based on its
proprietary technologies.  Helix's product development initiatives
include its novel L-DOS47 new drug candidate and its Topical
Interferon Alpha- 2b.  Helix is listed on the TSX and FSE under
the symbol "HBP" and the OTCQX International Market under the
symbol "HXBPF".


HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming Inc. is
a borrower traded in the secondary market at 54.75 cents-on-the-
dollar during the week ended Friday, October 1, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.13 percentage points from the
previous week, The Journal relates.  The Company pays 187.5 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Dec. 8, 2013.  Moody's has withdrawn its rating, while
Standard & Poor's does not assign a rating, on the bank debt.  The
loan is one of the biggest gainers and losers among 206 widely quoted
syndicated loans with five or more bids in secondary trading for the
week ended Friday.

As reported by the Troubled Company Reporter on April 12, 2010,
Standard & Poor's withdrew its ratings on Las Vegas-based Herbst
Gaming Inc. at the company's request.

Herbst filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code in Nevada on March 22, 2009.  The Bankruptcy Court
issued an order on January 22, 2010, confirming the company's amended
joint plan of reorganization.  Although the plan became effective
February 5, 2010, it will not be fully implemented until the
substantial consummation date; this will not occur until certain
conditions, including approval of gaming authorities in Nevada,
Missouri, and Iowa have been satisfied.

                           About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.  The
Company and its subsidiaries focus on two business lines, slot route
operations and casino operations.  The Company's route operations
involves the exclusive installation and, as of September 30, 2009,
operation of around 6,300 slot machines in non-casino locations, such
as grocery stores, drug stores, convenience stores, bars and
restaurants.  The casino operations consist of 16 casinos located in
Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11 protection
on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-50752).  Thomas H.
Fell, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, represent
the Debtors in their restructuring efforts.  Herbst Gaming had $919.1
million in total assets; and $33.5 million in total liabilities not
subject to compromise and $1.24 billion in liabilities subject to
compromise, resulting in $361.0 million in stockholders' deficiency
as of March 31, 2009.

At December 31, 2009, Herbst Gaming, Inc., had $612.8 million in
total assets and $1.232 billion in total liabilities.  Cash and cash
equivalents were $32.6 million at December 31, 2009.


HERCULES OFFSHORE: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore,
Inc., is a borrower traded in the secondary market at 86.04 cents-on-
the-dollar during the week ended Friday, October 1, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.79 percentage
points from the previous week, The Journal relates.  The Company pays
650 basis points above LIBOR to borrow under the facility.  The bank
loan matures on July 11, 2013, and carries Moody's B2 rating and
Standard & Poor's B- rating.  The loan is one of the biggest gainers
and losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water drilling
and marine services to the oil and natural gas exploration and
production industry in the United States, Gulf of Mexico and
internationally.  The Company provides these services to integrated
energy companies, independent oil and natural gas operators and
national oil companies.  The Company operates in six business
segments: Domestic Offshore, International Offshore, Inland, Domestic
Liftboats, International Liftboats and Delta Towing.

As reported in the Troubled Company Reporter on June 10, 2010,
Standard & Poor's took several rating actions on eight U.S. oil and
gas companies, including Hercules Offshore, Inc., following an
industry review.  S&P reviewed companies with operating exposure to
the Gulf of Mexico following the U.S. Department of the Interior's
extension of the moratorium on drilling permits.  S&P believes that
when the moratorium is eventually lifted, there could be extensive
delays in issuing new permits due to high initial volume and new
safety and operating standards imposed.  S&P downgraded Hercules
Offshore's rating from (B/Negative/--) to (B-/Negative/--).  The
rating actions also reflect S&P's heightened concerns about the
burgeoning scope of the Macondo well disaster.  The flow of oil into
the Gulf of Mexico is likely to continue until at least August.
Uncertainty about the ultimate remediation cost and potential
financial liabilities associated with the disaster has already
resulted in a rating downgrade of the corporate credit rating of BP
PLC (AA-/Watch Neg/A-1+).


HERTZ CORPORATION: DBRS Confirms 'BB' Issuer Rating
---------------------------------------------------
DBRS has confirmed the ratings of Hertz Corporation (Hertz or the
Company), including its Issuer Rating of BB.  Concurrently, the trend
has been revised to Stable from Positive.  This rating action follows
Hertz's announcement that the Company has terminated its agreement to
acquire Dollar Thrifty Automotive Group, Inc. (DTAG).  The former
positive trend, which was assigned on April 28, 2010, reflected
DBRS's view that the now-terminated DTAG transaction would have had a
positive and immediate impact on Hertz's overall solid franchise.

In revising the trend to Stable, DBRS is merely removing the shorter
term ratings impact that was expected to be gained through the
completion of the transaction.  Importantly, the revision of the
trend does not reflect any expected changes to the Company's solid
underlying earnings momentum.  Over the near term, DBRS will monitor
Hertz's operating performance, looking for ongoing positive momentum
in the franchise as well as in the financial performance.

The rating confirmation reflects the Hertz's strong business
franchise and solid market position in the daily vehicle rental
business, the improving financial performance, and solid fleet
management.  Further, the rating confirmation considers the improving
industry fundamentals, which include increasing rental demand and
volumes, solid pricing, and improved market-wide access to funding.


HORIZON BANCORPORATION: Swings to $117,000 Profit in Q2 2010
------------------------------------------------------------
Horizon Bancorporation, Inc., filed its quarterly report on Form
10-Q, reporting net income of $116,967 on $1.3 million of net
interest income for the three months ended June 30, 2010, compared
with a net loss of $6.9 million on $1.5 million of net interest
income for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$187.8 million in total assets, $183.7 million in total
liabilities, and stockholders' equity of $4.1 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Francis & Co., CPA's, in Atlanta, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered heavy
losses in calendar year 2009, reducing its capital accounts
significantly.  "Due to the 2009 losses, the significant decline
in capital ratios, regulatory concerns over the adequacy of the
allowance for loan and lease losses, as well as other concerns, a
formal supervisory agreement was imposed by Federal and State
regulators.  Failure to fully comply with the requirements of the
above agreement may lead to additional regulatory actions such as
prompt corrective action directive (imposed in 2010) or even
placing the Company into receivership/conservatorship."

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

               http://researcharchives.com/t/s?6c12

                   About Horizon Bancorporation

Horizon Bancorporation, Inc. (OTC BB: HZNB)
-- http://www.horizonbankfl.com/-- is the bank holding company of
Horizon Bank, a commercial bank chartered under the laws of
Florida.  The Company maintains its corporate offices and main
banking center at 900 53rd Avenue East, in Bradenton, Florida.

On September 10, 2010, Horizon Bank failed and the Federal Deposit
Insurance Corporation was appointed as receiver for the Bank and
its assets.

The Company's existing management team, consisting of Charles S.
Conoley, as President and CEO, and Kathleen M. Jepson, as CFO, and
the Company's existing directors will continue to manage the
affairs of the Company.  Management and the Board of Directors are
currently evaluating the possibility of the Company entering into
one or more lines of business, which may or may not involve the
ownership of a financial institution, while, in the short run,
resolving all outstanding issues stemming from Horizon Bank's
receivership.  The Company intends to maintain, for the
foreseeable future, the Company's status as a fully reporting
public company.


INTERNATIONAL GARDEN: File for Chapter 11 Protection
----------------------------------------------------
International Garden Products, Inc., disclosed that the company
and four of its affiliates, including Weeks Wholesale Rose Grower
and Iseli Nursery, Inc., have filed voluntary petitions in U.S.
Bankruptcy Court for the District of Delaware for protection under
Chapter 11 of the U.S. Bankruptcy Code.

In the filing, IGP stated that, in the last several months, the
companies' finances have been negatively affected by a number of
issues unrelated to their own operations, including being
adversely impacted by the financial difficulties at Jackson &
Perkins, which resulted in J&P failing to assure payment on its
$1.7 million order for the 2010 season; three contingent liability
issues, totaling approximately $27.2 million, and current market
conditions.

The Company noted that it has worked diligently over an extended
period of time to resolve the legacy contingent liability issues
but that it has not been able to reach agreements with the
parties.  As a result, to protect the interests of its
stakeholders -- and to bring these issues to a conclusion in an
orderly manner -- the company decided to file for court-supervised
protection under Chapter 11.

In support of this process, the company said it has secured $7.5
million in debtor-in-possession (DIP) financing from a group led
by Harris Bank.  IGP said it believes the facility will be
adequate to meet the needs of Iseli and Weeks and to continue
operations during the reorganization process.

IGP noted that Chapter 11 protection should enable it to conduct
operations in the ordinary course.  To that end, the company is
seeking approval from the court for a variety of First Day
Motions, including requests to make wage and salary payments and
other benefits to employees and agents.  The motions are typical
in Chapter 11 filings.  The company intends to pay providers of
goods and services delivered post-petition in the ordinary course
of business.

The Company also emphasized that it does not anticipate an
interruption in services, and that customers will continue to have
the same contacts at both Iseli and Weeks and can place, with
confidence, their orders for the spring 2011 season.  IGP added
that Iseli and Weeks are strong competitors in their respective
markets, and that the Company is confident that this process will
allow each company to emerge much stronger, and better positioned,
to capitalize on industry opportunities.

The Company stated that it expects the process to proceed
smoothly, but cannot speculate on when it will conclude.

                   About International Garden Products

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.


ISTAR FINANCIAL: Did Not Pay $500MM Under 1st Lien Credit Pact
--------------------------------------------------------------
iStar Financial Inc. elected not to pay down its $1.0 billion
First Priority Credit Agreement by $500 million on September 30,
2010.  In lieu of making the single, optional $500 million
payment, iStar will direct payments and prepayments of principal
and net cash sale proceeds received in respect of assets serving
as collateral for the First Priority Credit Agreement to the
lenders under the agreement until the lenders receive $500 million
in payments.  iStar will retain interest and rental payments
received in respect of the collateral.

iStar's election not to make the payment on September 30, 2010,
does not constitute a default or an event of default under the
First Priority Credit Agreement or any of iStar's other debt
instruments.  Further, iStar's election will not trigger any
change in the interest rates on outstanding borrowings under the
First Priority Credit Agreement or iStar's other debt instruments.
iStar may elect at any time to pay any unpaid balance of the
$500 million payment.  iStar's available cash currently exceeds
$500 million.  The First Priority Credit Agreement matures on
June 26, 2012.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of June 30, 2010, iStar had $10.653 billion in total assets
against total liabilities of $8.802 billion, redeemable non-
controlling interests of $7.441 million, and non-controlling
interests of $46.602 million, resulting in total equity of
$1.843 billion.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2010,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on iStar Financial to 'CCC' from 'B-'.
At the same time, S&P lowered the senior unsecured debt rating to
'CCC-' from 'CCC+.' The outlook is negative.

iStar's limited funding flexibility and the severe credit quality
deterioration in its loan portfolio continue to put negative
pressure on the rating.  "S&P's analysis indicates that the firm
should not become insolvent and has ample liquidity to operate
through 2010, but management faces a significant challenge with
$3.0 billion in debt coming due in 2011 and $3.5 billion due in
2012," said Standard & Poor's credit analyst Jeffrey Zaun.  In the
longer term, the company's concentration in highly cyclical
commercial real estate will limit the ratings.  Although credit-
market turmoil and a severe recession impeded capital formation
through 2009, the firm's capital ratios improved slightly in
first-quarter 2010.  Management has been able to execute a rapid
pull-back in operations through a protracted and severe recession
in CRE markets.


ITC^DELTACOM INC: EarthLink Deal Won't Affect Moody's 'B3' Ratings
------------------------------------------------------------------
Moody's Investors Service said that the proposed acquisition of
ITC^DeltaCom Inc. by EarthLink, Inc., does not immediately impact
DeltaCom's B3 corporate family rating or the B3 rating on its
secured bonds.

The closing of the merger will trigger a requirement that DeltaCom
offer to purchase any or all of its 10.5% Senior Secured Notes due
2016.  Notes not purchased in connection with the merger will
remain outstanding as obligations of DeltaCom and its
subsidiaries.  Should a material amount of notes remain
outstanding, Moody's will evaluate the potential benefits to
bondholders related to the ownership of DeltaCom by EarthLink.

Moody's most recent rating action on Deltacom occurred on March
25, 2010, when Moody's affirmed the B3 corporate family rating and
positive outlook and assigned a B3 rating to the company's senior
secured notes due 2016.

A competitive local exchange carrier headquartered in Huntsville,
AL, ITC^DeltaCom, Inc., serves small and medium-sized businesses
in 45 markets in 8 states in the southeastern United States.
DeltaCom generated approximately $470 million in revenue in 2009.


JOECELESTIN CIVIL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Joecelestin Civil Engineer & General Builder Corp. filed for
Chapter 11 protection on Sept. 29, 2010 (Bankr. S.D. Fla. Case No.
10-39600).  The Debtor estimated assets of $500,000,001 to $1
billion and debts of up to $50,000.

Paul Brinkman at South Florida Business Journal reports that the
bankruptcy is related to a 2009 foreclosure filed on former North
Miami mayor Josaphat Celestin's home.  The bankruptcy was filed as
a single-asset real estate case.  Developer Michael Swerdlow's
Bonefish Partners filed that foreclosure over a 2006 loan for
$400,000.

M. Brinkmann says, when Mr. Celestin defaulted on the loan, former
North Miami city attorney John Dellagloria stepped in to take on
the foreclosure case.

Joecelestin Civil Engineers is located at 369 NW 159th Street in
North Miami, Florida.


LAKE ARROWHEAD AIRPORT: Foreclosure Sale Extended to October 26
---------------------------------------------------------------
Glenn Barr, writing for The Mountain News, reports that the
foreclosure sale of Lake Arrowhead Airport in California has been
delayed.  According to Mountain News, the sale, one of many slated
for 1 p.m. on Sept. 23 outside the Chino City Hall, was continued
by "mutual agreement," according to the Web site of Priority
Posting and Publishing, the firm hired to conduct the auction.
The rescheduled sale will take place at 1 p.m. on Oct. 26 at the
same location, the site says.

The Mountain News reported on September 9 that the sale of the
80-acre airport property, located on the old Squint's Ranch
property northeast of Lake Arrowhead, was scheduled after owner
Mark Bayley defaulted on five trust deeds held by Orange County
businessman Vic Domines.  Mr. Bayley said in that article he has
been unable to refinance the loans, which total approximately $1.5
million, because financial institutions are unwilling to make
loans in the current troubled economy.

"We're working out a forbearance agreement," Mr. Domines has said,
according to Mountain News.  "It's not finished yet. The sale is
postponed until Oct. 26."

The report notes Mr. Bayley, who owns a heavy-equipment-rental
business, plans to make the airport both an arrival spot for
wealthy Lake Arrowhead land owners who want to fly to their
vacation homes and a facility capable of evacuating mountain
residents during wild fires and landing supplies on the mountain
should an earthquake knock out local highways.

According to the report, Mr. Bayley is seeking to acquire federal
funds to improve an unpaved road linking the airstrip with Lake
Arrowhead.  He has submitted an application for $3.8 million to
the office of Rep. Joe Baca (D-San Bernardino).


LEVEL 3 COMMS: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications Inc. is a borrower traded in the secondary market
at 91.29 cents-on-the-dollar during the week ended October 1,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.66 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 1, 2014, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Sept. 16, 2010,
Standard & Poor's assigned its 'CCC' issue-level rating and '6'
recovery rating to Level 3 Communications Inc.'s proposed
aggregate $175 million of convertible senior notes due 2016.

The company intends to use the proceeds from the new notes for
general corporate purposes, including the potential repurchase or
redemption of its 5.25% convertible senior notes due in 2011.
This facilities-based provider of communications services and
transport reported just under $6.3 billion of consolidated debt at
June 30, 2010.

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

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


LODGENET INTERACTIVE: Withdraws Private Offering of Sr. Notes
-------------------------------------------------------------
LodgeNet Interactive Corporation has withdrawn its proposed
private offering of senior secured notes, having determined the
pricing and terms were not acceptable.  LodgeNet announced the
proposed offering on September 20, 2010, and the proceeds were to
be used to fully repay borrowings and to terminate the commitments
under the Company's existing credit facilities, pay certain
financing and swap breakage fees and for general corporate
purposes.

On September 28, 2010, LodgeNet announced that a variety of other
alternatives were also under consideration, including deferral of
the transaction if the pricing and terms were not acceptable.

LodgeNet is fully compliant with the covenants in its existing
credit facility, and expects to remain compliant while executing
its business plan.  The Company will continue to evaluate its
capital structure and optimize its overall cost of capital.

                    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.


LOEHMANN'S CAPITAL: Misses Oct. 1 Interest Payment
--------------------------------------------------
New York City-based Loehmann's Capital Corp. missed the Oct. 1,
2010, interest payment on its senior secured notes.

Standard & Poor's believes the company is not likely to make the
payment within the 30-day grace period.

S&P lowered our corporate credit rating on Loehmann's Holdings
Inc. to 'D' from 'CC' and the issue-level rating on the senior
secured notes to 'D' from 'C'.

As reported by the Troubled Company Reporter on September 27,
2010, Loehmann's on Friday said it is commencing a private offer
to exchange its outstanding 12% Senior Secured Class A Notes due
2011, Senior Secured Class A Floating Rate Notes due 2011 and 13%
Senior Secured Class B Notes due 2011 for 12% Senior Secured Class
A Notes due 2014, Senior Secured Class A Floating Rate Notes due
2014 and 13% Senior Secured Class B Notes due 2014.  In
conjunction with the exchange offer, Loehmann's is also soliciting
consents to (i) amend the indenture governing the old notes, along
with other related documents, to add the new series of notes, (ii)
increase the priority lien cap under the lease agreement and
intercreditor agreement to which Loehmann's is a party, and (iii)
waive certain provisions of the indenture, lease agreement,
intercreditor agreement and related documents insofar as such
provisions would otherwise prevent or restrict certain proposed
actions by Loehmann's Operating Co.  Holders tendering old notes
for exchange will be deemed to consent to the proposed amendments
and waivers, and holders may not deliver consents in the consent
solicitation without tendering their old notes for exchange.

The exchange offer and consent solicitation will expire at 11:59
p.m., New York City time, on October 27, 2010.  Eligible holders
that validly tender their old notes and validly consent to the
proposed amendments and waivers at or prior to 11:59 p.m., New
York City time, on October 13, 2010, will receive $1,000 principal
amount of new notes of the same class for each $1,000 principal
amount of their old notes that are accepted for exchange.
Eligible holders that validly tender their old notes and validly
consent to the proposed amendments and waivers after the early
tender date but at or prior to the expiration date will receive
$970 principal amount of new notes of the same class for each
$1,000 principal amount of their old notes that are accepted for
exchange.

Loehmann's has entered into agreements with holders of
approximately 34% of the old notes pursuant to which those holders
have agreed to tender their old notes in the offer and consent to
the amendments and waivers.

The consummation of the exchange offer and consent solicitation
will be subject to customary conditions, including the receipt of
valid and unrevoked tenders of at least a majority in principal
amount of the outstanding old notes, in the case of the consent
solicitation, and at least 97% in principal amount of the
outstanding old notes, in the case of the exchange offer.

As reported by the TCR on June 18, 2010, Bill Rochelle at
Bloomberg News said Loehmann's Inc. hired three financial advisory
firms with experience in turnarounds and bankruptcy
reorganizations.  The firms are AlixPartners LLP, Perella Weinberg
Partners and Clear Thinking Group LLC, according to people with
knowledge of the situation.

Reuters on April 6 reported that Loehmann's said it was fulfilling
its financial obligations in response to new questions about its
ability to keep its operations afloat.  According to Reuters,
Loehmann's denied a report in The New York Post that it missed a
$6 million interest payment on its debt the previous week.  But a
source briefed on the situation said the store chain had delayed
payments to CIT Group Inc. in order to make the interest payment.
Reuters also reported that the NY Post, citing sources close to
the situation, also said suppliers to the company were holding
back shipments due to its deteriorating financial situation.

A source told Reuters that CIT had suspended its factoring
approvals for Loehmann's because the company had slowed payments
to vendors and to CIT due to the interest payment.  It was not
immediately clear if CIT had reinstated its factoring approval,
Reuters said.

Loehmann's received a speculative-grade "CC" corporate credit
rating from Standard & Poor's.  The ratings agency said in March
2010, "we believe that current cash on hand and availability under
the company's revolver may not be sufficient to cover operating
needs over the near term."

Loehmann's is a discount retailer with more than 60 stores.  The
Bronx, New York-based company is owned indirectly by Istithmar
PJSC, an investment firm owned by the government of Dubai.

Loehmann's emerged from a 14-month Chapter 11 reorganization with
a confirmed plan in September 2000. At the time, it operated 44
stores in 17 states.


LOWER BUCKS: BNY Wants Court to Deny Plan Filing Extension Plea
---------------------------------------------------------------
Jo Ciavaglia at Bucks County Courier Times reports that the Bank
of New York Mellon Trust Company asked the U.S. Bankruptcy in
Philadelphia to deny a request by Lower Bucks Hospital to extend
its exclusive period to file a plan until Jan. 9, 2010, and
solicit acceptances of that plan until March 10, 2010,

BNY, owed $24.8 million in hospital bond debt, says Lower Bucks
Hospital has offered no factual support that an additional
extension is necessary.

Absent an extension, the Company's exclusive period to propose a
plan would end on Oct. 11, 2010.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239).  The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


MARRIOT SUMMIT WATCH: Commercial Units Sent to Receivership
-----------------------------------------------------------
Andrew Kirk at Park Record reports that Thompson National
Properties has lost ownership of the Marriott Summit Watch
commercial units and The Lift Lodge at Town Lift due to lack of
payment on a $11.1 million mortgage.

According to the report, on September 22, 2010, 3rd District Court
Judge Keith Kelly approved handing the three units at The Lift
Lodge and 11 commercial units at Summit Watch over to Scott
Bennion of Commerce Real Estate Solutions to act as receiver,
which is an independent manager that takes control of a property
and manages it for creditors.  The report relates Mr. Bennion is
"vested with complete and exclusive control and possession of the
property and all other collateral," according to Kelly's order.

The report notes that NNN Summit Watch, a Thompson National
Properties-controlled firm, was also ordered to surrender all
keys, security codes, passwords, combinations, cash, bank
accounts, deposits and "sums relating to the use of the property."
The order, the report says, includes "any and all rents, past,
present, and future."

The request for a receiver was filed by attorneys on behalf of
CMLT 2008-LS1 Main Street, LLC.  That firm is a Utah-based entity
for the Florida company LNR Partners, which obtained the mortgage
for the property from the original lender, La Salle Bank, in early
September.

The report discloses that the court papers explained that the
receiver's duty is to protect the assets of the property on behalf
of the lender until they can be sold.  The report relates that
management, maintenance and marketing of the property are now in
the hands of the receiver.

Court papers also outline that Bennion will receive $200
per hour spent managing the property, a $1,000 one-time fee, and
$1,500 per month or 3 percent of the gross collections of the
property, depending on which is greater, the report says.

The report notes that first-quarter "Property Update" sent to
Marriott Summit Watch investors was emailed to The Park Record in
Augustm, which explains that payments could not be made to
investors because of "ongoing delinquencies and the dispute with
the Condominium Owner's Association."  That dispute is about
unpaid fees to the Summit Watch homeowner's association estimated
by the court to be more than $500,000, the report relates.

According to the update, the report notes, the $11.1 million
mortgage was eight months delinquent on June 30, 2010 and more
than $810,000 was owed.  Additional expenses were causing the
property to run a deficit of $310,000 as of March 31, the report
adds.


MCA INDUSTRIES: To Start Liquidation of Assets
----------------------------------------------
Julia Sellers at The Augusta Chronicles reports that MCA
Industries will start liquidation of assets and hold an auction in
the next 60 days to pay creditors.

The Augusta Chronicles says the Company, in a letter to vendors
and creditors, cited a May electrical fire that halted all
operations as one cause for closing.  The company also said "high
material costs and a lack of an improving economy severely
impaired the company's ability to service its vendor obligations
on a timely basis," according to The Augusta Chronicles.

According to The Augusta Chronicles, the company said it will
liquidate assets and hold an auction in the next 60 days to pay
creditors, which includes a $6 million loan from Business Carolina
Inc. to purchase equipment.

"It is unclear whether the liquidation of the company's remaining
assets will generate net proceeds sufficient to fund a pro rata
distribution to our unsecured vendors," the letter stated, The
Augusta Chronicles reports.

The Augusta Chronicles reports the company stated that
"commencement of an involuntary bankruptcy case or similar action"
was not in the interest of creditors because it would "destroy any
possible remaining value."

Roche Management Group LLC, in Corry, Pa., will oversee the
liquidation of assets.

Based in Massillon, Ohio, MCA Industries is a custom manufacturer
of signage, displays and retail graphic programs.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 56% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer Inc. is a borrower traded in the secondary market at 43.60
cents-on-the-dollar during the week ended Friday, October 1, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.52
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility, which matures on April 8, 2012.  The debt is not rated
by Moody's and Standard & Poor's.  The loan is one of the biggest
gainers and losers among 206 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     About Metro-Goldwyn-Mayer

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

MGM is grappling with $3.7 billion in debt.  MGM has received a
series of forbearance agreements from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility.  The latest forbearance agreement
expires October 29.

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

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


MEXICANA AIRLINES: Hearing on Recognition Motion Moved to Oct. 21
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York adjourned from September 29 to October 21,
2010, the hearing on Mexicana Airlines' motion for recognition of
its insolvency case in Mexico as a foreign main proceeding.

The hearing was originally scheduled for September 8, 2010, but
Mexicana Airlines asked for an adjournment in light of the
appointment of the conciliator and administrator in its
insolvency case in Mexico.

Earlier, Banco Mercantil del Norte S.A. asked the Bankruptcy
Court anew to permit the bank to "freely exercise" its rights to
its collateral or to receive protection being granted to secured
creditors as a condition to Mexicana Airlines' obtaining Chapter
15 recognition.

In a statement filed with the Bankruptcy Court, Paul Hessler,
Esq., at Linklaters LLP, in New York, pointed out that Banco
Mercantil is prohibited from taking an action involving the
collateral because of the ruling handed down by the Mexican court
overseeing the airline's insolvency case.

Banco Mercantil is a secured lender of Mexicana Airlines, which
owes the bank as much as US$123.6 million under a 2008 credit
agreement.  The airline's debt under the agreement is secured by
two deposit accounts pledged in favor of the collateral agent,
Inter National Bank.

Earlier, the Mexican court issued a ruling enjoining Banco
Mercantil from taking any action involving the funds held as
collateral in the deposit accounts.  The ruling, the bank said,
contradicts the August 18 order issued by the Bankruptcy Court
which excluded it from the scope of injunctive protections
granted to Mexicana Airlines.

"It is disingenuous for Mexicana to claim that [Banco Mercantil]
should not be entitled to adequate protection because it is free
to exercise its rights on its collateral while Mexicana
simultaneously takes and threatens further action in another
jurisdiction if [Banco Mercantil] attempts to do so," according
to Mr. Hessler.

According to the bank's lawyer, Banco Mercantil is currently
impeded from enforcing its interest because of the threat of
sanction in Mexico.

Mr. Hessler asked the Bankruptcy Court to grant the recognition
only on the condition that Mexicana Airlines won't take any
action to undermine the protections to which the bank and other
secured creditors are entitled in the U.S.

"The Chapter 15 recognition that Mexicana seeks comes with
certain statutorily-imposed strings attached including the
requirement that secured creditors either be adequately protected
or free to exercise their rights against collateral," the lawyer
argued.

Mr. Hessler also criticized Mexicana Airlines' assertion that the
bank is not entitled to protection because it is not based in the
U.S.  He pointed out that while the bank is the ultimate
beneficiary, U.S.-based INB is the secured party whose rights are
being abrogated.

In a declaration filed with the Bankruptcy Court in support of
Banco Mercantil's objection, Jorge Sepulveda, Esq., at Mexico-
based Bufete Garcia Jimeno S.C., said that the bank may not
demand replacement liens for the diminution of its collateral.

Mr. Sepulveda pointed out that only the conciliator may decide on
the replacement or creation of collateral under Mexican
insolvency law.

Meanwhile, Airbus Americas Customer Services Inc. has asked the
Bankruptcy Court to allow the firm to file an objection to
Mexicana Airlines' motion for recognition.

The deadline for filing objections to the motion expired on
September 20, 2010.

The move came after Airbus received lately unexpected orders for
replacement parts from Mexicana Airlines although the airline has
already shut down its flight operations.  The firm could not
determine whether the orders were for third-party planes, or they
were for Mexicana Airlines' aircraft which fall under their 2005
agreement.

Airbus supplies aircraft parts to Mexicana Airlines under the
2005 agreement.  The airline allegedly breached the contract
after it failed to make the necessary payments.

Airbus said the objection merely seeks payment for the materials
it supplied under the 2005 agreement or permission from the
Bankruptcy Court to refuse to ship parts to Mexicana until the
defaults are cured.

        Maru Johansen Affirmed as Foreign Representative

In a declaration, Gerardo Badin affirmed the appointment of Maru
Johansen as Mexicana Airlines' foreign representative in the
Chapter 15 case it filed before the U.S. Bankruptcy Court for the
Southern District of New York.

Mr. Badin was recently appointed as conciliator in Mexicana
Airlines' insolvency case in Mexico.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: JPM Can Access $970,000 for Reimbursement
------------------------------------------------------------
Mexicana Airlines' foreign representative Maru Johansen entered
into an agreement permitting JPMorgan Chase Bank N.A. to get
funds for the reimbursement of more than $970,000, from the
$2.76 million in cash held by the bank.

The $2.76 million was posted as collateral to secure the
obligations of Mexicana Airlines to reimburse JPMorgan for every
amount drawn by the bank under the letters of credit issued by
the bank.

The letters of credit were issued to secure Mexicana Airlines'
payment obligations to MK Aviation S.A. and Wells Fargo Bank
Northwest N.A. under certain aircraft operating leases.

As of September 3, 2010, JPMorgan paid Wells Fargo a total of
$920,000, which was drawn from the letters of credit.

Under the deal, Mexicana Airlines and JPMorgan also agreed that
the bank will continue to hold the remaining funds to secure the
airline's reimbursement obligations under the undrawn letters of
credit.

The Mexicana-JPMorgan deal is formalized in a six-page
stipulation, a copy of which is available for free at:

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

The Bankruptcy Court will consider approval of the agreement at
the hearing scheduled for October 1, 2010.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: May Cut Workforce by Half, Resume Flying Dec.
----------------------------------------------------------------
Mexicana Airlines is planning to eliminate half of its workforce
and reduce its routes and fleet of aircraft by 70%, according to
a September 28, 2010 report by Latin American Herald Tribune.

Operations might also resume in December, says the report.

Citing union sources, the Tribune reported that the cutbacks will
mean 3,900 jobs will be eliminated and that the airline will fly
only 30 airplanes on 23 routes.  Six of these routes are domestic
while the rest are international, most of them to and from the
United States and Canada.

At a recent forum on labor markets, Mexico's Labor Secretary
Javier Lozano said the airline's business plan involves a
"substantial (reduction) in the number of aircraft and routes and
flight frequency" and a new workplace model.

Mr. Lozano said it would lead to a "significant cutback in job
posts," adding that there's talk that the airline may operate
with just 30 airplanes instead of 110, according to the report.

The business plan also involves signing a new collective
bargaining agreement to be overseen by the government in order to
ensure that work conditions and job cuts are in compliance with
the law, says the report.

Mr. Lozano acknowledged that it will not be easy for Mexicana
Airlines but both business leaders and the unions are willing to
resume the airline's operations, according to the report.

A Mexican judge earlier allowed Mexicana Airlines to suspend
payment on its debt and left it in the hands of Javier Christlieb
Morales, the court-appointed administrator.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MORGANS HOTEL: Extends Hudson and Mondrian Loans Until Oct. 2011
----------------------------------------------------------------
Morgans Hotel Group Co. has amended and extended the non-recourse
first mortgage loans secured by Hudson and Mondrian in Los Angeles
until October 2011.

Following the transaction, the amounts outstanding on the first
mortgage loans are now $201.2 million secured by Hudson and $103.5
million secured by Mondrian in Los Angeles.  MHG paid down the
loan on Hudson with $8.0 million from cash on hand and $8.0
million from cash in a restricted account designated for Hudson
and paid down the loan on Mondrian in LA with $8.5 million from
cash on hand and $8.5 million from a restricted account designated
for Mondrian in LA.

MHG will have significantly less interest expense for the
remaining term of the debt as its interest rate swaps on the
mortgage and mezzanine loans, which expired in July 2010, had
swapped LIBOR to approximately 5.0%, whereas LIBOR is less than 50
basis points.  MHG has replaced the swaps with interest rate caps.
The interest rate spreads were increased slightly to LIBOR plus
1.03% on the Hudson loan and LIBOR plus 1.64% on the Mondrian in
Los Angeles loan.

"These extensions cap a long list of successful transactions that
we have completed to extend and refinance debt and add liquidity
and flexibility to our capital structure.  We appreciate the vote
of confidence from yet another of our lenders.  With the
completion of these extensions, we have now extended or refinanced
all significant near-term consolidated maturities and we are
taking advantage of strong operating trends to drive growth across
our Company," said Marc Gordon, President of Morgans Hotel Group.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported total assets of $774.4 million, total
liabilities of $778.6 million and non-controlling interest of
$12.7 million, and a total deficit of $4.2 million as of June 30,
2010.

Morgans Hotel's forbearance agreements with the lenders which hold
the mortgage loans secured by its Hudson and Mondrian Los Angeles
hotels were extended until October 12, 2010.  The loans are
comprised of a $217.0 million first mortgage secured by the Hudson
and a $120.5 million first mortgage loan secured by the Mondrian
Los Angeles.


MORRIS MANAGEMENT: Partners Want Case Converted to Chapter 7
------------------------------------------------------------
Phil Ray at AltoonaMirror reports that certain business partners
of Gregory S. Morris asked a federal bankruptcy court to convert
the Chapter 11 case of Morris Management Real Estate LP to Chapter
7 liquidation proceeding on grounds that Mr. Morris:

   * withheld information when he originally filed for
     reorganization under the bankruptcy code in May, and

   * failed to disclose more than $600,000 in gambling debts, a
     $100,000 withdrawal of funds from the accounts of the Hampton
     Inn in Altoona and other financial moves including a $30,000
     transfer of funds to Morris Management Inc., and the transfer
     for a jointly held bank account to his wife.

The business partners also asked the court to find Morris in
contempt of court and to remove him from the management roles he
holds in 14 or more business entities.

A hearing is set for Oct. 21, 2010, to consider the requests.

Based in Altoona, Pennsylvania, Morris Management Real Estate, LP,
filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr.
W.D. Penn. Case No. 10-70677).  Robert O. Lampl, Esq., represents
the Debtor.  The Debtor listed assets of less than $50,000, and
debts of between $10 million and $50 million.


MORTGAGEBROKERS.COM: Posts $65,800 Net Loss in June 30 Quarter
--------------------------------------------------------------
MortgageBrokers.com Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $65,810 on $4.5 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $42,619 on $4.4 million of revenue for the same period
of 2009.

The Company is in arrears on the tax withholdings due to Canada
Revenue Agency related to employee salaries.  As at the end of the
reporting period, the Company had a tax liability with CRA of
$226,930.  CRA has registered a Certificate in the Canadian
Federal Court and the Property Register of Ontario for the amount
owing to CRA against one of the Company's Canadian subsidiaries.
The liability currently bears interest at 9% annually.

The Company's balance sheet at June 30, 2010, showed
$1.9 million in total assets, $2.6 million in total liabilities,
and a stockholders' deficit of $730,222.

As reported in the Troubled Company Reporter on April 22, 2010,
McGovern, Hurley, Cunningham, LLP, in Toronto, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's operating losses, negative working
capital, and total capital deficiency.

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

               http://researcharchives.com/t/s?6c16

                About MortgageBrokers.com Holdings

Based in Toronto, Canada, MortgageBrokers.com Holdings,
Inc., provides mortgage brokerage services in the Canadian
provincial markets of Newfoundland, Nova Scotia, New Brunswick,
Prince Edward Island, Ontario, Saskatchewan and Alberta.


MOVIE GALLERY: Wins Nod of Key Employee Incentive Plan
------------------------------------------------------
Movie Gallery Inc. and its units won approval of their key
employee incentive plan.

The commencement of Movie Gallery's Chapter 11 cases and the
subsequent liquidation of the Debtors' assets have resulted in
the termination of substantially all of their employees.  As a
result, the remaining employees had to take on additional duties
to maintain the smoothness of the wind-down process of the
Debtors' business.

At the same time, all of the Debtors' remaining employees are
well aware that the Debtors are rapidly wrapping up their
liquidation, and thus, that their positions will soon be
eliminated, Michael A. Condyles, Esq., at Kutak Rock LLP, in
Richmond, Virginia, tells the Court.

In order to complete the wind-down of the Debtors' business in a
manner that is both efficient and consistent with the Chapter 11
Plan of Liquidation, the Debtors have concluded that it is
necessary and appropriate to establish a bonus plan to
incentivize certain of their remaining employees whose ongoing
efforts will be critical to the successful and timely completion
of the liquidation process.

Mr. Condyles relates that the Debtors have evaluated their
existing compensation structure and historical bonus plans to
create a fair incentive-based bonus plan for Key Employees that
aligns the Key Employees' interests with those of the Debtors'
stakeholders in optimizing recoveries from the liquidation of the
Debtors' assets.

The KEIP has two components, the Employee Incentive Plan and the
Executive Incentive Plan.

A. The Employee Incentive Plan

The Employee Incentive Plan applies to 31 of the Debtors'
employees in various departments whose continued focus is
critical to the successful and timely conclusion of the Debtors'
liquidation.

Mr. Condyles discloses that each of the employees is already
being -- and will continue to be -- asked to perform a wider
range of duties and functions than they performed previously,
both as a result of the reductions in the workforce, and as a
result of additional tasks necessary to confirm and implement the
Plan.  He notes that given the expedited timeline set forth in
the Term Sheet, the employees are required to complete those
tasks under very compressed deadlines.

"In effect, each of these employees is being asked to do more,
with less, and to do it quickly," he says.

Under the Employee Incentive Plan, Bonus payments represent
either two, three or six months of the employee's current salary,
depending on the function the particular employee will serve with
the Debtors.  Of the 31 employees covered by the Employee
Incentive Plan, 28 would receive a two-month bonus, one would
receive a three-month bonus, and two would receive a six-month
bonus:

  a. Two Month Bonus:  The KEIP provides that 28 accounting,
     finance, information technology, real estate, legal and
     human resources personnel who, in addition to their regular
     duties, assist with additional tasks including accounts
     payable reconciliation, inventory proceeds reconciliation,
     reconciliation of accounts, consolidation of cash
     management, employee benefits termination and wind-down,
     completion of tax returns and preparing objections to
     claims filed by taxing authorities, the conversion of the
     Debtors' information technology systems into a simplified
     database, the reconciliation of revenue sharing claims, the
     handling of certain real estate and other legal matters or
     the retention, organization and destruction of records, and
     who remain employed by the Debtors through at least
     September 30, 2010, subject to the conditions of the KEIP,
     will receive a bonus payment equal to, as to each
     individual, two months of the individual's base salary.

  b. Three Month Bonus:  The KEIP also provides that one
     employee in the information technology department who, in
     addition to their regular duties, assists with the
     conversion of the Debtors' information technology systems
     into a simplified database, and who remains employed by the
     Debtors through a date certain to be agreed with the
     employee will receive, subject to the conditions of the
     KEIP, a bonus payment equal to three months of the
     individual's base salary.

  c. Six Month Bonus:  The KEIP provides that two employees who,
     in addition to their regular duties, will also be
     responsible for keeping the Debtors' books and records, and
     preparing budgets and forecasts for the Debtors on a going
     forward basis, will receive, subject to the conditions of
     the KEIP, a bonus payment equal to, as to each individual,
     six months of the individual's base salary.

The cost of the Employee Incentive Plan will not exceed $484,983
and is broken down across these departments:

                              No. of              Total KEIP
  Department                  Participants        Payments
  ----------                  ------------        ----------
  Information Systems              10               $125,151
  Finance                          11                229,797
  Tax                               3                 44,667
  Merchandising                     1                 15,613
  Legal                             1                 16,667
  Real Estate                       1                 16,667
  Human Resources                   3                 29,171
  Utilities                         1                  7,250
                              ------------        ----------
  Total                            31               $484,983

B. The Executive Incentive Plan

The Executive Incentive Plan applies to five of the Debtors' most
senior executives, whose management services are crucial to the
winding up of the Debtors' affairs, and who will have the
potential to earn incentive bonuses dependent upon the ultimate
amounts of liquidation proceeds distributed to the holders of
Prepetition First Lien Term Loan Secured Claims after the
Effective Date of the Plan.

Payment of bonus payments under the Executive Incentive Plan will
be conditioned upon the employee's satisfactory completion of
defined tasks set out for each, and will not be made in the event
that the employee's employment is terminated for a violation of
the Debtors' employment policies.

The five key executives who will participate in the Executive
Incentive Plan are:

  -- Wes Sand (President),
  -- Donato Capobianco (General Counsel),
  -- Jeff Klemp (SVP Supply Chain Management),
  -- Thomas McKivor (SVP Information Technology), and
  -- Ben Riggsby (SVP Merchandising).

The Key Executives will share in a bonus pool calculated as a
percentage of the funds in excess of $50 million that are
ultimately distributed to the holders of Prepetition First Lien
Term Loan Secured Claims.

Mr. Condyles explains that the bonus pool established under the
Executive Incentive Plan will be funded with five-percent of all
amounts in excess of $50 million, up to $57.5 million, that are
distributed to the holders of Prepetition First Lien Term Loan
Secured Claims under the Plan.

Thereafter, the bonus pool will be funded with 15% of all amounts
in excess of $57.5 million, up to $62 million, and 20% of all
amounts in excess of $62 million that are distributed to the
holders of Prepetition First Lien Term Loan Secured Claims under
the Plan.

Each of the Key Executives will share pro rata in the bonus pool,
and will receive payments at times as distributions are made to
the holders of Prepetition First Lien Term Loan Secured Claims.

Payments to each of the five individual participants in the
Executive Incentive Plan will be capped at 2.5 times their
current base salaries, and any amounts in excess of the cap that
would otherwise have been payable under the Executive Incentive
Plan will instead remain available for distribution to
beneficiaries of the First Lien Term Lenders Liquidating Trust.

Based upon that cap, the maximum aggregate amount payable under
the Executive Incentive Plan is $2.86 million.

In order to be eligible to receive their pro rata portions of the
bonus pool, each of the participants must meet certain individual
performance objectives established for each of them by the chief
restructuring officers.

In addition, it is a condition to the payment of any bonuses
under the Executive Incentive Plan that the Revolver Pre-
Effective Date Secured Claims and the Creditor Funds, as well as
any other claims payable on the Effective Date, have been paid in
full in cash, and that any asserted Revolver Post-Effective Date
Secured Claims have either been paid in full in cash, or an
appropriate reserve on account of the claims has been established
and fully funded.

In connection with their receipt of any bonus payment under the
Executive Incentive Plan, each employee will also be required to
provide a full and complete release of the Debtors, the First
Lien Term Lenders Liquidating Trust, the Trustee of the First
Lien Term Lenders Liquidating Trust, the Prepetition Secured
Parties and their directors, officers, employees, agents,
principals, subsidiaries, affiliates, attorneys and advisors.

Mr. Condyles, however, points out that there is no guarantee that
any bonuses will be paid out under the Executive Incentive Plan.
He further notes that bonuses will only be paid out under that
plan to the extent that proceeds are actually distributed to the
holders of Prepetition First Lien Term Loan Secured Claims
exceeding $50 million.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NEUROLOGIX INC: Says Phase 2 Trial of NLX-P101 Successful
---------------------------------------------------------
Neurologix, Inc., announced Friday that new details of the
Company's landmark, randomized, double-blind Phase 2 clinical
trial of NLX-P101, its investigational gene therapy for advanced
Parkinson's disease, were presented during a symposium at the 2nd
World Parkinson Congress in Glasgow, Scotland.  Co-principal
investigator of the trial, Dr. Peter Lewitt, Director of the
Parkinson's Disease and Movement Disorders program at Henry Ford
Hospital, reported that, in addition to statistically significant
improvements over the entire blinded study period in the off-
medication motor scores between the treated and sham groups on the
Unified Parkinson's Disease Rating Scale (UPDRS) Part 3 (Motor
section), 75% of patients in the treatment group were considered
to have had a meaningful response to NLX-P101 (i.e., a five point
or greater reduction in the off-medication UPDRS motor scores),
which is comparable to the response rate of 71% in a recent study
of Deep Brain Stimulation (Weaver FM, Follett K, Stern M, et al.
Bilateral deep brain stimulation vs. best medical therapy for
patients with advanced Parkinson's disease: a randomized
controlled trial. JAMA 2009; 301:63-73).

Parkinson's disease is a progressive and debilitating
neurodegenerative disorder that arises from the gradual
deterioration of nerve cells in the brain.

Dr. Lewitt also emphasized that results showed a positive safety
profile for NLX-P101, with no serious adverse events related to
the gene therapy or surgical procedure reported.  Although details
regarding the study methodology were also provided, such as
catheter placement in the subthalamic nucleus (STN), specific
quantitative outcomes were not discussed during the presentation,
as these will be presented in a peer-reviewed publication,
currently under review.

"We are very pleased that Dr. Lewitt had the opportunity to
provide more information about our study methodology and some
further details as to the nature of the improvements seen in
patients treated in our Phase 2 study.  We remain confident in our
study results, which we feel confirm that NLX-P101 has great
potential to offer an important new therapy for patients with
Parkinson's disease," said Clark A. Johnson, President and Chief
Executive Officer of the Company.

Mr. Johnson added, "We continue to believe that the best venue for
the full disclosure of our Phase 2 results would be in a respected
peer-reviewed medical or scientific journal.  All of the major
details of our previous pre-clinical and clinical studies have
been published in leading journals, including Science, The Lancet
and the Proceedings of the National Academy of Sciences.  We
believe that the credibility provided by these publications
enhance the value of our product and of our company."

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company's balance sheet at June 30, 2010, showed $5.8 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $2.1 million.

                          *     *     *

BDO Seidman, LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has suffered recurring losses from operations, expects to incur
future losses for the foreseeable future and has a net capital
deficiency.


NEUROLOGIX INC: Posts $4.5 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
Neurologix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.5 million for the three months ended
June 30, 2010, compared to a net loss of $2.2 million for the same
period last year.

The Company had cash and cash equivalents of $4.5 million and
$9.6 million as of June 30, 2010, and December 31, 2009,
respectively.  Based on its cash flow projections, the Company
will need additional financing to carry out its planned business
activities and complete its plan of operations through
December 31, 2010.  At the Company's present level of activities,
the Company's cash and cash equivalents are believed, at this
time, to be sufficient to fund its operations only into the fourth
quarter of this current fiscal year.

The Company's balance sheet at June 30, 2010, showed $5.8 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $2.1 million.

BDO Seidman, LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has suffered recurring losses from operations, expects to incur
future losses for the foreseeable future and has a net capital
deficiency.

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

               http://researcharchives.com/t/s?6c0f

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.


NEWPORT PARTNERS: Lenders Extend Forbearance Until January 31
-------------------------------------------------------------
Newport Partners Income Fund said Monday certain of its
subsidiaries have entered into a Fourth Amendment to the
Forbearance Agreement under the Newport Group's senior credit
agreement.

Key terms of the Forbearance Extension include:

    * Forbearance period extended more than 3 months to
      January 31, 2011;

    * Further extensions contemplated subject to the lenders'
      discretion; and

    * Senior debt reduction milestones, which management believes
      can be achieved with cash-on-hand and planned assets sales.

The Newport Group can now seek to modify its existing debt
structure in an environment with decreased short term liquidity
pressures.

The Fund will continue to be prevented from paying any amounts of
interest or principal on the Fund's unsecured subordinated
convertible debentures until the forbearance period (or any
extension thereunder) comes to an end and defaults under the
senior debt have been remedied.

Throughout the continuing forbearance period, the Newport Group
intends to:

    * seek fresh financing, both to repay its existing senior
      secured loans and to provide supplemental second-tier
      secured loans; and

    * monetize non-core assets, but only on optimal terms.

The Newport Group has addressed its key short term issues and now
has an opportunity to consider how best to augment its capital
structure.

                About Newport Partners Income Fund

Newport Partners Income Fund is an unincorporated open-ended trust
created to hold, through its investment in Newport Partners
Commercial Trust, interests in Newport Private Yield LP, a limited
partnership established under the laws of the Province of Ontario.
NPF began trading on the TSX on August 8, 2005 under the symbol
NPF.UN.

Newport Partners Income Fund is a publicly-traded diversified fund
that invests in successful Canadian private businesses.  The Fund,
currently has $452 million invested in 14 companies representing a
diverse cross-section of the Canadian economy.


NIELSEN FINANCE: Fitch Assigns 'CCC/RR6' Rating on Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to Nielsen Finance
LLC and Nielsen Finance Co.'s senior unsecured eight-year note
offering.  Both are indirect wholly-owned subsidiaries of The
Nielsen Company, B.V.

Proceeds of the offering are expected to be used to repay a
portion of Nielsen Finance's $869 million senior unsecured notes
due 2014.

Rating Rationale:

  -- The Rating Watch Positive on the Nielsen Company B.V.'s
     ratings reflects the company's intention to dedicate $1.7
     billion of the proceeds of its proposed $2 billion IPO toward
     debt reduction.  Fitch believes the IPO will result in gross
     unadjusted leverage in the mid-5 times  range compared
     with more than 6.5x at June 30, 2010.

  -- Since the company was acquired in 2006, new ownership has
     meaningfully restructured the organization around key
     business lines and aggressively streamlined costs.  Given the
     contractual and diversified nature of its revenue stream and
     the benign competitive environment for key businesses,
     Nielsen was much more resilient during the downturn than
     other media companies, exhibiting revenue and EBITDA growth,
     as well as positive free cash flow through the trough of the
     downturn.  Going forward, Fitch expects Nielsen will continue
     to generate meaningful organic revenue growth and that growth
     should be able to outpace the U.S. economy under most
     economic conditions/scenarios.

  -- Nielsen enjoys limited competition in its core audience
     measurement business, and over time, competitive threats
     could emerge.  There are meaningful barriers to entry.  Fitch
     believes there are significant investments that would be
     required by any potential competitors and meaningful
     complexity associated with attempting to replicate Nielsen's
     offerings.  While increased competition could result in
     revenue pressure (lost share), incremental costs
     (talent/sales/services), and some free cash flow pressure
     (investments in offerings), this risk is accommodated in the
     rating.

Key Rating Drivers:

  -- An upgrade of the company's IDR is possible if the IPO goes
     through as proposed.  Even absent a successful near-term IPO,
     Fitch expects that continued improvement in operating trends
     over the next 18-24 months could result in positive ratings
     momentum.

  -- Near term, the most likely drivers of rating pressure include
     a material debt-funded acquisition, a coercive debt exchange
     that included a material reduction in terms for bondholders,
     or if credit market conditions permitted an attempt by
     private equity sponsors to extract capital through a
     leveraged dividend.

Fitch believes Nielsen's liquidity is sufficient.  At June 30,
2010, liquidity was composed of $369 million of cash on hand and
$669 million available under the senior secured revolver due in
2012.  The company returned to free cash flow generating in 2009
after using cash in 2007 and 2008, the result of higher EBITDA,
reduced working capital usage (approximately $50 million use,
versus $200 million use in 2008), and lower capital expenditures
($282 million, versus $370 million in 2008).  In the 12 months
ended June 30, 2010, Fitch calculates the company generated
$200 million of FCF.  Going forward, Fitch anticipates capex to
remain below $300 million annually, driven by fewer Local People
Meter roll-outs; fewer one-time, client-specific platform build-
outs; and lower investment in rolling out the company's three-
screen strategy globally.  As a result, Fitch expects the company
to continue to generate material positive FCF and anticipates that
it will be dedicated toward debt repayment, smaller acquisitions,
and eventually shareholder returns.

Pro forma for the transaction, book value of total debt at
June 30, 2010, was $8.4 billion, consisting primarily of the
$4.5 billion in secured term loan ($3.3 billion due 2013 and
$1.2 billion due 2016); a $500 million secured term loan due 2017;
approximately $900 million of senior notes due 2014; $500 million
of new senior notes due 2018 and approximately $1.8 billion of
senior subordinates notes and senior notes due 2016.  The company
has been active in managing its near-term maturities, and they are
manageable over the next several years.

Fitch rates Nielsen and Nielsen Finance:

Nielsen

  -- Issuer Default Rating 'B';
  -- Short-term IDR 'B';
  -- Senior Unsecured Notes 'CC/RR6'.

Nielsen Finance

  -- IDR 'B';
  -- Short-term IDR 'B';
  -- Senior Secured Bank Facility 'BB-/RR2';
  -- Senior Unsecured Notes 'CCC/RR6';
  -- Senior Subordinated Notes 'CC/RR6'.

Fitch currently has Nielsen's ratings, including the newly
assigned senior notes at Nielsen Finance, on Rating Watch
Positive.


NILE SWIM: Tax Sale Threats Forced Chapter 11 Filing
----------------------------------------------------
Kristin E. Holmes at the Philadelphia Inquirer reports that Nile
Swim Club of Yeadon is in bankruptcy protection to avoid a
threatened tax sale of the nation's first African American-owned
and African American-operated private swim club.

According to the Inquirer, the club, which opened in 1959, owes a
total of $90,049 in delinquent taxes through 2009, and $36,768 tax
bill for this year is unpaid.

The Nile Swim Club of Yeadon, Incorporated, filed for Chapter 11
protection on Sept. 14, 2010 (Bankr. E.D. Pa. No. 10-17853).  The
Debtor estimated assets and liabilities under $1 million.  See
http://bankrupt.com/misc/paeb10-17853.pdf


NOBLEPEAK VISION: Offers Patented Technology at Sealed Bid Sale
---------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., is offering for sale the patented
technology to integrate germanium photodetectors with silicon
circuits at the November 5, 2010 sealed bid sale of NoblePeak
Vision Corp. assets.

NoblePeak has developed and implemented a process flow that
incorporates single crystal germanium photodetectors with CMOS
circuits.  Germanium detectors allow the detection of a much wider
spectrum of light than silicon imagers.  By forming an array of
such detectors and combining them with on-chip imaging circuitry,
visible-to-short wave infrared imagers have been fabricated at
high volume with silicon economics.

Germanium is a suitable material for photodetectors. Germanium is
invariably used as a relatively dilute SiGe alloy (<30% Ge) in
very thin layers.  NoblePeak developed a special growth technique
which circumnavigates the difficulties of growing thick pure
layers of germanium.

The intellectual property, fixed assets and inventory will be sold
by a sealed bid sale at 12:00 noon on November 5, 2010.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement ("CDA") obtained from Finn's Office -
jffinnjr@finnwarnkegayton.com or 781-237-8840.  They will then
receive a bid package.

                 About Joseph F. Finn, Jr., C.P.A.

Joseph F. Finn, Jr., C.P.A. is the owner of the firm Finn, Warnke
& Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts. He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation. He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years. His most recent Assignments for the Benefit of Creditors in
the biotech field include Spherics, Inc., ActivBiotics, Inc.,
Prospect Therapeutics, Inc. and Epix Pharmaceuticals, Inc.


NORTEL NETWORKS: Administrator for Pension Plans Named
------------------------------------------------------
The Superintendent of Financial Services in Ontario has named
Morneau Sobeco as the administrator for the purpose of winding up
the Nortel Networks pension plans.

Morneau Sobeco was selected for this appointment through a
competitive tendering process.

If you are a Nortel pension plan member and would like further
information, please go to our website:

          http://www.pensionwindups.morneausobeco.com/

               About Morneau Sobeco Income Fund

Morneau Sobeco Income Fund is one of the largest Canadian human
resources consulting and outsourcing firms focused on pension,
benefit, employee assistance programs and workplace health
management solutions.  With approximately 2,400 employees in
offices across North America, Morneau Sobeco Income Fund provides
services to organizations across Canada, in the United States and
around the globe.

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


OSI RESTAURANT: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
91.58 cents-on-the-dollar during the week ended Friday, October 1,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.88 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at June 30, 2010, showed $2.34 billion
in total assets, $2.450 billion in total liabilities, and a
deficit of $106.2 million.


PALI HOLDINGS: Former CEO Sues Glaser Weil Over Defense Fees
------------------------------------------------------------
Bankruptcy Law360 reports that the former CEO of Pali Capital --
part of now-bankrupt Pali Holdings Inc. -- has filed an adversary
proceeding against his ex-law firm Glaser Weil Fink Jacobs Howard
& Shapiro LLP, in an attempt to avoid paying the firm nearly
$1 million in legal fees related to a securities suit.

According to Law360, Glaser Weil is billing Bradley Reifler upward
of $900,000, even though he agreed with the firm that it should be
billing Pali.

Pali Holdings is a New York-based broker dealer.  It filed for
Chapter 11 protection on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11727).  Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New
York, serves as counsel.  The Debtor disclosed $716,257 in assets
and $31,764,247 debts in its schedules.


PALMDALE HILLS: SunCal and Lehman File Competing Plans
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SunCal Cos. filed a Chapter 11 plan on Sept. 30
alongside a competing plan by affiliates of Lehman Brothers
Holdings Inc., which are part-owners and lenders to the SunCal
projects.  A hearing will be held Nov. 5 for approval of
disclosure statements explaining the competing plans.

According to the report, SunCal's plan would provide for selling
the properties.  While Lehman would be permitted to bid cash at
the sales, Lehman couldn't bid its secured debt in lieu of cash.
SunCal would hold sale proceeds pending the resolution of lawsuits
disputing the validity of the Lehman claims.  Among other things,
SunCal wants the Lehman claims subordinated on account of Lehman's
conduct before and after SunCal's Chapter 11 filing.  Lehman's
plan would give it ownership of the properties while money would
be made available in the nature of a settlement to make some
payments to creditors with lower priorities.

Mr. Rochelle relates that the SunCal cases with the competing
plans involve about 20 companies.  SunCal says that Lehman values
the properties at $461 million while SunCal says the value is $246
million.  Lehman's disputed claim is $1.94 billion, SunCal says.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)

                        About Palmdale Hills

SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects.  The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in September 15,
2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 08-17206) on Nov. 6, 2008.  In its
petition, Palmdale estimated assets and debts between $100 million
and $500 million.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
represents the Debtors in their restructuring effort.


PAYMENT DATA: Posts $55,200 Net Loss in June 30 Quarter
-------------------------------------------------------
Payment Data Systems, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $55,174 on $604,184 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$335,892 on $834,993 of revenue for the corresponding period last
year.

As of June 30, 2010, the Company has an accumulated deficit of
$54.4 million, and a working capital deficit of $964,077.  At
June 30, 2010, the Company had $398,530 of cash and cash
equivalents, compared to $565,597 of cash and cash equivalents at
December 31, 2009.  The Company believes that its current
available cash and cash equivalents along with anticipated
revenues may be insufficient to meet its  anticipated cash needs
for the foreseeable future.

The Company's balance sheet as of June 30, 2010, showed
$1.1 million in total assets, $1.6 million in total liabilities,
and a stockholders' deficit of $471,750.

As reported in the Troubled Company Reporter on April 21, 2010,
Akin, Doherty, Klein & Feuge, P.C., in San Antonio, Tex.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its 2009 results.  The
independent auditors noted that the Company has incurred
substantial losses since inception, which has led to a deficit in
working capital.

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

               http://researcharchives.com/t/s?6c14

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.


PETTERS COMPANY: Pleads Guilty to Fraud as Part of Deal
-------------------------------------------------------
Bankruptcy Law360 reports that two bankrupt companies once under
the control of convicted $3.7 billion Ponzi schemer Thomas J.
Petters have entered guilty pleas to federal fraud charges as part
of an agreement with prosecutors.

Petters Co. Inc. and Petters Group Worldwide both entered guilty
pleas in the U.S. District Court for the District of Minnesota on
Wednesday, Law360 says.

                     About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on Oct. 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., estimated its debts at
$500 million and $1 billion.  Its parent, Petters Group
Worldwide, LLC, estimated its debts at not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PLANGRAPHICS INC: Posts $329,700 Net Loss in June 30 Quarter
------------------------------------------------------------
PlanGraphics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $329,658 on $6.71 million of revenue for
the three months ended June 30, 2010, compared with a net loss of
$543,429 on $4.15 million of revenue for the three months ended
June 30, 2009.

At June 30, 2010, the Company had a working capital deficit of
$4.59 million and an accumulated deficit of $5.04 million.

The Company's balance sheet at June 30, 2010, showed $9.75 million
in total assets, $13.27 million in total liabilities, and a
stockholders' deficit of $3.52 million.

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

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

               http://researcharchives.com/t/s?6c1b

PlanGraphics, Inc., is a short to medium-haul truckload carrier of
general commodities headquartered in Sarasota, Florida.  The
Company provides dry van, hazardous materials, and temperature
controlled truckload services.  The Company is subject to
regulation by the Department of Transportation and various state
regulatory authorities.


PMA CAPITAL: Fitch Upgrades Ratings on Senior Notes From 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded all ratings of PMA Capital Corp. and
its subsidiaries to Old Republic's group rating following the
announced closing of the merger.  The Rating Outlook is Negative.
A complete list of the rating actions follows at the end of this
release.

Fitch's upgrade is based on the PMA Companies being acquired by a
better capitalized and higher credit quality insurer.  Financial
leverage will be modestly impacted, as ORI's debt to capital ratio
will increase to approximately 10% from 8% as of June 30, 2010.

Fitch expects the PMA Companies' operations to be minimally
affected by the acquisition given that management is expected to
remain in place.  However, investment management will be
centralized at ORI and the PMA Companies will adopt its reserving
methodology, further supporting the rationale to assign it the
group rating.

ORI's workers' compensation insurance book will grow from 12% of
total gross premiums to approximately 20% after its acquisition of
the PMA Companies.

The Negative Outlook for ORI reflects Fitch's concerns regarding
the company's consumer credit indemnity portfolio written in its
property/casualty unit, which provides credit protection against
pools of prime second-lien mortgages.  The company grew this
product aggressively in 2006-2007, at the peak of the U.S.
mortgage lending cycle.  Delinquencies and losses on this product
rose considerably through 2008 and 2009.  However, the company has
been actively managing claim remediation, and incurred losses on
the CCI portfolio have been modest to date relative to capital.
Fitch will continue to monitor this exposure closely for any
changes.

Fitch has upgraded these ratings with a Negative Outlook:

Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.

  -- Insurer Financial Strength Rating to 'A+' from 'BBB+'.

PMA Capital Corp.

  -- Insurer Default Rating to 'BBB+' from 'BBB-';

  -- $54.9 million senior notes, 8.5% due June 15, 2018 to 'BBB'
     from 'BB+';

  -- $.05 million convertible debt, 4.25% due Sept. 30, 2022 to
     'BBB' from 'BB+'.


POST PROPERTIES: Moody's Affirms 'Ba1' Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured and
Ba1 preferred ratings of Post Properties, Inc.  The outlook
remains stable, which reflects Moody's expectations that key
ratios will remain stable as the economy recovers and Post
Properties advances its efforts to grow and enhance geographic
diversity.

Post Properties' rating is supported by very good liquidity.  The
company has ample capacity under its unsecured line of credit
which had 96% available at the end of the second quarter.  The
only significant debt maturity before 2012 is the $100 million
senior note coming due in December 2010, which Moody's believes
Post has several options to address.  Leverage for the company is
among the lowest in the sector, with effective leverage at 39.5%
and net debt/EBITDA at 7.8x at the end of the second quarter this
year.  Finally, Post continues to enjoy a brand that is supported
by apartment communities of the highest quality.

The key concerns for Moody's continue to be Post's portfolio which
exhibits significant concentration in Atlanta and Dallas, and
fixed charge coverage that is thin for a Baa3 rated issuer (1.8x
YTD through June 30, 2010).  Heightened secured debt levels (23.6%
at the end of 2Q10) as a result of Post's use of GSE financing, as
well as the related encumbering of the REIT's portfolio, and weak
market conditions are also credit negatives.

According to Moody's, an upgrade would depend upon Post Properties
achieving net debt/EBITDA below 7x, fixed charge coverage greater
than 2.25x and secured debt below 15% with corresponding increases
in unencumbered assets.  Evidence of growth in size and improved
geographic diversity is also required.  Conversely, should the
REIT's financial profile and profitability substantially
deteriorate, most likely due to renewed softness in the
multifamily market, the ratings could come under downward
pressure.  Furthermore, any reversal in lowering its relative
exposure to Atlanta or deterioration in coverage or secured
leverage from current levels would also pressure the rating down.

These ratings were affirmed with a stable outlook:

* Post Properties, Inc. -- Ba1 preferred stock; (P)Ba1 preferred
  shelf.

* Post Apartment Homes, LP -- Baa3 senior unsecured; (P)Baa3
  senior unsecured shelf.

In its last rating action with respect Post Properties, Moody's
affirmed the company's ratings and revised the outlook to stable
from developing in August 2008.

Post Properties, Inc., is a real estate investment trust
headquartered in Atlanta, Georgia and focuses on developing and
managing Post(R) branded resort-style garden and high density
urban apartments.  In addition, the Company has also developed
condominiums and converted existing apartments to for-sale
multifamily communities.  Post Properties owns 19,863 apartment
units in 55 communities, including 1,747 apartment units in five
communities held in unconsolidated entities and 396 apartment
units in one community currently in lease-up.  The Company is also
developing and selling 277 luxury for-sale condominium homes in
two communities through a taxable REIT subsidiary.


QOC I LLC: Files for Chapter 11 in Florida
------------------------------------------
QOC I LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 10-40153) in West Palm Beach, Florida, on October 1,
2010.

Boca Raton, Florida-based QOC I LLC is a purchaser of life
insurance policies in the life settlement market.  The Company
purchased 295 life insurance policies from individuals age 60 or
over.  It currently owns 283 policies on the lives of 223
individuals with face values totaling $550 million.  QOC says that
the discounted value of the policies is $164.5 million as of
August 31, 2010.

The Debtor estimated assets and debts of $100 million to $500
million in its chapter 11 petition.  QO1 filed a Chapter 11
petition after death benefits paid on the policies proved
insufficient to cover premiums and service debt.

In May 2008, the Debtor borrowed from Wachovia Capital Markets
Inc., $120 million for the purchase and maintenance of the
Policies and certain loan related costs such as interest.  The
loan from Wells Fargo Bank NA, as successor to Wachovia, matured
May 2010.  The Company says its minimum asset coverage ratio is
127%, in excess of the 122% required by the Wells Fargo loan.

                        Road to Bankruptcy

Steven M. Shapiro, president of non-debtor Q Capital Strategies,
LLC, which provides management, administrative and operational
services for QOC, said in a court filing, "Since 2009, QOC has
operated in an extremely unfavorable global business environment,
which included, among other things, a lack of liquidity in the
credit markets and declining asset values.

"As a result, during the course of the last year, the Debtor has
had no real ability to recapitalize or reduce its debt burdens.
Limited access to capital is particularly significant in light of
the Debtor's large debt service obligations.  Alternatives that
the Debtor might have previously employed to extend maturities and
maintain liquidity are no longer available.  These adverse market
changes have severely limited the Debtor's ability to satisfy its
obligations as they come due," Mr. Shapiro added.

"At the same time that the rapid softening of the economy and
tightening of the financial markets was limiting the Debtor's
financial flexibility, there have been less frequent Policy
maturations in the Debtor's portfolio than had been projected and,
thus, the portfolio has so far failed to yield forecasted
revenues."

Given QOC's current liquidity position and projected ongoing
liquidity needs, QOC determined that it would not have sufficient
liquidity to continue to service its debt and fund ongoing
operations -- i.e., the payment of the Premiums, the servicing
charges and interest payments to Wells Fargo -- in the upcoming
months.

Mr. Shapiro relates that in the context of its Chapter 11 case,
the Debtor intends to explore a number of restructuring
alternatives for emerging from Chapter 11 pursuant to a plan of
reorganization, including a possible sale of the portfolio.


QOC I LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: QOC I LLC
        901 Broken Sound Parkway, NW
        Suite 200
        Boca Raton, FL 33487

Bankruptcy Case No.: 10-40153

Type of Business:  QOC I LLC owns previously issued life insurance
                   policies purchased in the life settlement
                   market.

Chapter 11 Petition Date: October 1, 2010

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

Bankruptcy Judge:  Paul G Hyman Jr.

Debtor's Counsel:  Glenn D. Moses, Esq.
                   Heather L Harmon, Esq.
                   GENOVESE JOBLOVE & BATTISTA, P.A.
                   100 SE 2 St #4400
                   Miami, FL 33131
                   Tel: (305) 372-2522
                   Fax: (305) 349-2310
                   Email: gmoses@gjb-law.com
                          HHarmon@gjb-law.com

Estimated Assets:  $100 million to $500 million

Estimated Debts :  $100 million to $500 million

The petition was signed by Steven M. Shapiro, president.

QOC I's List of 4 Largest Unsecured Creditors:

  Entity/Person                   Nature of Claim     Claim Amount
  -------------                   ---------------     ------------
Deloitte Tax LLP                  Consulting          $5,750
200 South Biscayne Blvd
Miami, FL 33131-2310

Habersham Funding, LLC            Servicing           $3,537
Building 11, Piedmont Center
3495 Piedmont Road NE, Suite 910
Atlanta, GE 30305

Towers Watson Risk                Consulting          $2,862
Consulting, Inc.
901 North Glebe Road
Arlington, VA 22203

Wells Fargo Bank NA                Servicing          $4,751


RCLC INC: Trenton to Buy Aviation Biz. for $10.7 Million
--------------------------------------------------------
RCLC, Inc., formerly Ronson Corporation, entered into an Amended
and Restated Asset Purchase Agreement with Ronson Aviation, Inc.,
the Company's wholly-owned subsidiary, and Trenton Aviation, LLC,
a wholly-owned subsidiary of Ross Aviation, LLC for the sale of
substantially all of the assets of the Company's aviation
business.  The Amended Asset Purchase Agreement modified the Asset
Purchase Agreement previously entered into among the parties to
reflect that Trenton Aviation was the successful bidder at the
auction held by the bankruptcy court on September 27, 2010 and to
reflect the increase in the cash portion of the purchase price
from $9.4 million to $10.7 million.  The Amended Asset Purchase
Agreement provides for a purchase price of $10.7 million in cash,
$0.25 million of which would be held in escrow for a period of
three (3) years following the Company's compliance with the
Industrial Site Recovery Act and the closure of an underground
storage tank case in accordance with the requirements of the
Amended Asset Purchase Agreement, and $0.25 million of which would
be held in a remediation trust fund in accordance with ISRA
pending the Company's compliance with ISRA.  In addition, Trenton
Aviation will assume, in the aggregate, up to $310,000 in Cure
Amounts under assumed Ronson Aviation contracts and ordinary
course trade payables, as well as honor up to $82,000 in unused
vacation, time-off or sick leave of Ronson Aviation employees
hired by Trenton Aviation.  Consummation of the transaction is
subject to, among other things, approval by Mercer County, New
Jersey of the assignment of its lease agreement with the Company
for property located at Trenton Mercer Airport to Trenton
Aviation, as well as other customary closing conditions.  On
September 30, 2010, the sale was also approved by the Bankruptcy
Court. The closing on the transaction is expected on or about
October 15, 2010.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to
$50 million and its debts at $1 million to $10 million.
Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.  The cases, along with RCLC, Inc.'s, are jointly
administered, with RCLC, Inc., as the lead case.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.


REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 88.71 cents-on-the-
dollar during the week ended Friday, October 1, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.29 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on September 30, 2013, and carries Moody's
B1 rating and Standard & Poor's CCC- rating.  The loan is one of
the biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                          About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at June 30, 2010, showed $8.18 billion
in total assets, $9.13 billion in total liabilities, and a
stockholders' deficit of $951.00 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


SEALY CORP: Posts $15.82 Million Net Loss in August 29 Quarter
--------------------------------------------------------------
Sealy Corporation filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission, reporting a net loss of
$15.82 million on $346.18 million of net sales for the three
months ended Aug. 29, 2010, compared with net income of $12.06
million on $349.57 million of net sales for the three months ended
Aug. 30, 2009.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total
current liabilities, $749.66 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.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6c07

                         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.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SMITHFIELD FOODS: Fitch Keeps CCC/RR5 Rating on Sr. Unsecured Debt
------------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Smithfield Foods,
Inc.  The Rating Outlook has been revised to Positive from Stable.
At Aug. 1, 2010, Smithfield had approximately $3 billion of total
debt.

Rating Rationale:

Smithfield's ratings reflect its high financial leverage, low
relative margins, volatile cash flow generation, and lack of
diversity across proteins.  Moreover, periodic instability in
export markets and ambiguity surrounding internal hedging policies
remain a concern.  These negatives are partially offset by
Smithfield's leading position in the pork industry, good
liquidity, and the fact that near-term maturities are manageable.
Furthermore, the company is currently generating positive free
cash flow (FCF; defined as cash flow from operations less capital
expenditures and dividends).

The Positive Outlook is due to the fact that operating
fundamentals and credit metrics have improved considerably over
the past three quarters.  Furthermore, in fiscal 2011, Fitch
expects additional improvement in year-over-year earnings growth
and meaningful debt reduction.  Despite recent increases in grain
costs, favorable protein supply/demand dynamics should support
live hog and processed pork prices along with earnings in the near
term.  Debt repayment will be facilitated by significant cash on
hand.  Smithfield had $542 million of cash at Aug. 1, 2010, and
will receive approximately $175 million of net proceeds from the
divestiture of its 49% interest in Butterball, LLC.  The sale is
expected to close by Dec. 31, 2010.

Credit Statistics:

For the latest 12 months period ending Aug. 1, 2010, total debt-
to-operating earnings before interest, taxes, depreciation and
amortization was 5.8 times , down from peak leverage of 48.7x
during the LTM period ended Nov. 1, 2009.  Operating EBITDA-to-
gross interest expense was 1.9x and funds from operations (FFO)
fixed charge coverage was 1.4x.  LTM FCF was $114 million and the
company's consolidated EBITDA margin was 4.6%.  Fitch continues to
view margins of around 5% and FCF in the $100 million range as
normal for the company and believes Smithfield can achieve these
levels in fiscal 2011.  Should total debt-to-operating EBITDA fall
below 5.0x ratings are likely to be upgraded.  Fitch currently
projects that leverage can approximate 4.0x by the end of fiscal
2011 if the company repays its remaining 2011 maturities as
discussed below.

Debt Reduction:

Since the end of the fiscal year ended May 2, 2010, Smithfield
repurchased $69 million of its 7% senior unsecured notes due
Aug. 1, 2011, leaving an estimated $533 million outstanding.
Fitch believes additional repurchases of the 2011 notes are likely
because terms of the company's $1 billion asset-based loan
revolving facility stipulate that if more than $60 million of the
company's 2011 notes remain outstanding at May 3, 2011, the
facility becomes due at that time versus the stated maturity date
of July 2, 2012.  Given good access to capital for speculative
rated entities, Smithfield could elect to refinance this maturity
and/or its ABL but the company remains focused on deleveraging its
balance sheet.  Smithfield's goal is to reduce debt by $1 billion
by fiscal 2013.  Fitch views the timeline as aggressive but
believes significant debt reduction is necessary to withstand the
inherent volatility of the industry.

Industry Fundamentals:

                         Hog Production

Smithfield's cumulative operating income has strengthened over the
past three quarters as losses in Hog Production decelerated and
turned positive during the first fiscal quarter ended Aug. 1,
2010.  Fitch believes the hog production cycle has turned and
expects Smithfield's business to continue to generate profits in
the near term.  Absent unexpected shocks to global pork demand and
an outsized run up in corn costs, which are not anticipated, the
segment should also generate profits in fiscal 2012.  Smithfield
announced a new long term Hog Production Cost Savings Initiative
during the fourth quarter of fiscal 2010 which aims to improve the
company's operating efficiencies and its overall competitive
position.  The plan, which includes farm reconfigurations and the
termination of certain high cost third party breeding stock
contracts, is expected to reduce the company's base hog raising
costs by about $2/hundredweight by fiscal 2014.  Smithfield's
raising costs were $53.52/cwt during the quarter ended Aug. 1,
2010.  Smithfield estimates that a total of approximately
$40 million of expenses and charges will be incurred over a 2-3
year period for these efforts.

                         Pork Operations

Although Smithfield's Pork Processing Segment is experiencing
higher raw material costs, pricing for the company's higher margin
packaged meat business remains strong.  During the first quarter
ended Aug. 1, 2010, packaged meat sales increased 5% as a 12%
average price increase offset a 6% decline in volume.  Pricing
increased 2% in fiscal 2010 and was flat in fiscal 2009.  Fitch
believes that pricing will remain firm due to tight supply and
good overall demand.  Furthermore, Smithfield achieved its
targeted $55 million of fiscal 2010 cost savings from its Pork
Restructuring Program completed at the end of fiscal 2010 and
expects to realize $125 million of annualized savings beginning
fiscal 2011.

Liquidity and Maturities:

At Aug. 1, 2010, Smithfield had $1.3 billion of total liquidity
consisting of $759 million of ABL revolver availability and as
mentioned earlier, $542 million of cash.  Upcoming maturities
include roughly $533 million of 7% unsecured notes due Aug. 1,
2011; $350 million 7.75% unsecured notes due May 15, 2013,
$400 million of 4% convertible notes due June 30, 2013, and a
$200 million secured term loan due Aug. 29, 2013.  If industry
fundamentals remain stable during the near-to-intermediate term
the company should not have difficulties refinancing the large
magnitude of calendar 2013 maturities.

Debt Terms:

Smithfield's ABL credit facility subjects the company to a
springing fixed charge coverage financial covenant.  If
availability falls below 15% of the total commitment, the company
must maintain a fixed charge coverage covenant of 1.1x.
Smithfield's unsecured notes contain change of control provisions
and its bond indentures limit the company's ability to incur
certain indebtedness, such as debt not used to refinance existing
debt, if interest coverage falls below 2.0x.  At Aug. 1, 2010,
Smithfield did not satisfy this trailing 12 month incurrence-based
test.  Fitch believes the company's LTM interest coverage ratio
can exceed 2.0x in the near term.

Recovery Ratings:

The 'RR1' rating on Smithfield's approximate $1 billion of secured
debt indicates that Fitch views recovery prospects on these
obligations as outstanding at 91%-100%.  The company's ABL is
secured by a first-priority lien on accounts receivable (A/R) and
inventory, which together totaled $2.4 billion at Aug. 1, 2010,
and by a second-priority lien on property, plant and equipment
which totaled $2.3 billion net of depreciation.  Smithfield's
secured term loan and secured notes have a first-priority lien on
property, plant and equipment and a second-priority lien on A/R
and inventory.  While not anticipated, the 'RR5' rating assigned
to Smithfield's senior unsecured notes reflects Fitch's opinion
that recovery prospects would be below average at 11%-30% if the
bonds went into default.

Fitch has affirmed these ratings:

Smithfield Foods, Inc.

  -- Long-term Issuer Default Rating at 'B-';
  -- Asset-based revolver at 'BB-/RR1';
  -- Secured term loan at 'BB-/RR1';
  -- Secured notes at 'BB-/RR1';
  -- Senior unsecured debt at 'CCC/RR5'.


SOUTH BAY: Committee Fails to Win Authority to Pursue Suits
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of South Bay
Expressway, L.P., asks the U.S. Bankruptcy Court for the Southern
District of California, to grant the Creditors' Committee the
avoidance power necessary to avoid statutory liens pursuant to
Section 545 of the Bankruptcy Code and to preserve the priority of
statutory liens under Section 551 of the Bankruptcy Code.

A complaint -- adversary proceeding 10-ap-90172 -- pending in the
Court, is poised to determine the validity, priority and
perfection of three mechanic's liens on the Bankruptcy Estate
aggregating between approximately $150,000,000 and $240,000,000.
An action under Sections 545 and 551 in the Adversary Proceeding
could potentially avoid the lien and preserve it for the
Bankruptcy Estate generally, allowing the Creditors' Committee's
constituency of unsecured creditors to share in a pro rata
disbursement senior to the interests of the secured lenders, Daren
R. Brinkman, Esq., at Brinkman Portillo Ronk, PC, in Westlake
Village, California, relates.

According to Mr. Brinkman, the Mechanic's Liens against the
Bankruptcy Estate are:

  (1) On June 1, 2009, Otay River Constructors recorded in San
      Diego a mechanic's lien upon the nine-mile express toll
      road in southern California commonly known as State Road
      125 or the South Bay Expressway and SBX's property rights
      therein for $233,110,946 plus interests and costs.

  (2) On September 3, 2009, ORC recorded in San Diego a
      mechanic's lien upon the Expressway and SBX's property
      rights therein for $145,476,376 plus interests and costs.

  (3) On February 12, 2010, Intrans Group, Inc., recorded in San
      Diego a mechanic's lien upon the Expressway and SBX's
      property rights therein for $9,002,000.

SBX is prevented from bringing an action that would challenge the
interests of the secured lenders due to the stipulated admissions
it made in a stipulated cash collateral order, Mr. Brinkman notes.
Consequently, SBX has refused to avoid and preserve the Mechanic's
Liens with a claim under Sections 545 and 551, failing in its duty
to represent the interests of the entire Bankruptcy Estate,
including that of the Creditors' Committee, he adds.

According to Mr. Brinkman, the Creditors' Committee intends to
bring an avoidance action on behalf of the Bankruptcy Estate and
therefore, seeks the Court's granting of avoidance and
preservation powers under Sections 545 and 551 for these reasons:

  (a) The Creditors' Committee has a "colorable" claim under
      Sections 545 and 551.

  (b) SBX is legally barred from bringing an avoidance action on
      behalf of the Bankruptcy Estate.

  (c) The Creditors' Committee has rightfully yet unsuccessfully
      demanded from SBX the authority to avoid liens under
      Section 545.

  (d) SBX's refusal to assign the avoidance powers under
      Sections 545 and 551 is "particularly unjustified" because
      the res judicata bars the Debtor and the Creditors'
      Committee from bringing an avoidance action subsequent to
      the Adversary Proceeding.

In support of its Motion for assignment of avoidance powers, the
Creditors' Committee, in separate filings, asks the Court (i) to
take judicial notice of certain documents previously filed with
the Court, and (ii) to shorten the time to hear its request and a
corresponding request to intervene so that the Creditors'
Committee may be able to make a timely intervention in the
Adversary Proceeding before October 12, 2010.

                         *     *     *

Judge Louise Adler ruled that the Creditors' Committee's request
is not approved for a variety of reasons.

The Court held that the Motion comes too late vis-a-vis the
summary judgment motion and scheduled trial in the Adversary
Proceeding.

The proposed motion also makes no sense, the Court said.  "The
Debtor did not waive its rights to challenge the mechanics lien
claims since that is precisely what it is doing by the adversary
proceeding.  It only waived its rights to challenge the Secured
Financing Parties claims as a condition to use of Cash
Collateral," Judge Adler pointed out.

According to the Court, the Creditors' Committee misunderstands
the function of Sec. 545 and 541.  If the Court determines that
the mechanics lien claim was not properly perfected on the
Petition Date under applicable state law, it remains unsecured,
Judge Adler held.  She further noted that Sec. 551 doesn't
function to improve the estate's rights. "If mechanics lien is
unperfected, there is no need to avoid it."

The proposed motion is a waste of time and money, Judge Adler
concluded.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: Removal Period Extended to February 15
-------------------------------------------------
At a hearing held September 23, 2010, the U.S. Bankruptcy Court
for the Southern District of California granted the Debtors'
request to extend the period during which they may remove civil
actions by 120 days, to no earlier than February 15, 2011.

The Debtors told the Court that they have not had an opportunity
to determine conclusively which Civil Actions they will seek to
remove and instead have been focused on activities that are
critically important to their reorganization, including, among
other things, negotiating the structure for a consensual plan of
reorganization and litigating the mechanics lien dispute with Otay
River Constructors and InTranS Group, Inc.

They further noted that the outcome of the mechanics lien dispute
may negate the need to remove Civil Actions relating to the
Contractors to the extent the Court determines that the
Contractors have no liens on the Debtors' property or the liens
are subordinate to the secured lenders' liens.

The Debtors did not receive any pleadings in opposition to their
extension request.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: Wins Nod to Provide Incentives to 4 Key Employees
------------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., received the U.S. Bankruptcy Court's authority,
but not direction, to implement a proposed key employee incentive
program for four members of the Debtors' senior management, two of
whom are "insiders" as defined under Section 101(31) of the
Bankruptcy Code and two of whom the Debtors believe are not
insiders as defined under Section 101(31).

The Incentive Program contemplates performance incentive payments
to:

  (1) Greg Hulsizer, chief executive officer;
  (2) Anthony Evans, chief financial officer;
  (3) Theresa Weeks, chief accounting officer; and
  (4) Shane Savgur, chief technology officer.

Under no circumstances will the total incentive payments due to
any of the Key Employees in a calendar year exceed 100% of his or
her base salary, R. Alexander Pilmer, Esq., at Kirkland & Ellis
LLP, in Los Angeles, California, tells the Court.

Performance incentive payments will be based on performance of the
Debtors, as measured by (i) the 2010 operating budget approved by
the Debtors' board of directors and senior secured lenders, (ii)
the project completion budget approved by the Board and the
Secured Financing Parties, and (iii) the timing of the Debtors'
emergence from Chapter 11 protection.

The calculations of the bonuses under the Incentive Program based
on the three Performance Metrics are:

I. Performance Metric No. 1: Operating Cash Flows

  Relevant parties: Greg Hulsizer, Anthony Evans, Theresa Weeks,
                    and Shane Savgur

This provides opportunities for cash awards to each of the Key
Employees based upon a comparison of the Debtors' earnings or
"Actual EBITDA" and the budgeted EBITDA shown in the Budget.
If Actual EBITDA and Budgeted EBITDA are the same, each Key
Employee will receive a cash award at the "target" rate,
calculated as a percentage of annual base salary:

                      Target Bonus as     Target Bonus as
  Key Employee       % of Base Salary      as Cash Amount
  ------------       ----------------      --------------
  Greg Hulsizer             50%                  $137,500
  Anthony Evans             50%                   120,000
  Theresa Weekes            40%                    55,600
  Shane Savgur              40%                    55,600
                                                ---------
               Target Bonus Pool                 $368,700

Each Key Employee's maximum bonus under Performance Metric No. 1
will be equal to 150% of his or her Target Bonus.  If actual
EBITDA is less than 90% of Budgeted EBITDA, no incentive payments
will be made.

                                 Maximum
     Key Employee              Cash Award
     ------------              ----------
     Greg Hulsizer               $206,250
     Anthony Evans                180,000
     Theresa Weekes                83,400
     Shane Savgur                  83,400
                               ----------
                 Total           $553,050

II. Performance Metric No. 2: Project Completion Cost

   Relevant parties: Greg Hulsizer and Anthony Evans

This provides for annual cash awards to the Debtors' CEO and CFO
if outstanding capital expenditures and completion obligations
under the Project Completion Budget are completed in a timely and
cost-effective manner, meaning below budgeted cost.  The pool for
cash awards under this metric will equal 15% of the net cost
savings.  The Cost Savings will be the cumulative net total of the
permanent cost savings and permanent cost increases calculated by
looking at the work completed on each individual project.
Expenditures deferred beyond 2010 will not constitute permanent
savings and will not be included in the bonus calculation.  The
Cost Savings will be determined by the Board, subject to
concurrence by the Secured Financing Parties' technical advisor,
which will not be unreasonably withheld or delayed.

The allocation of the bonus pool is:

                Project Completion Cost Savings
                       Payout Allocation
                -------------------------------
                   Greg Hulsizer    |    50%
                   Anthony Evans    |    50%

If project completion costs exceed the Project Completion Budget,
neither the CEO nor the CFO will receive a cash award on the basis
of this metric.

III. Performance Metric No. 3: Emergence

    Relevant parties: Greg Hulsizer and Anthony Evans

This provides that the Debtors' CEO and CFO will be eligible for
cash awards based on how quickly the Debtors emerge from Chapter
11 protection after the entry of an order by the Court determining
the lien priority between the Secured Financing Parties and the
mechanics lien claimants.  Cash awards will be calculated as a
percentage of base salary:

      Emergence after
        Resolution of                 Cash Award
     Priority Dispute            as % of Base Salary
     ----------------            -------------------
     Within 90 days                      50%
     Within 135 days                     25%
     Within 180 days                     10%

     Maximum Total Awards: $257,500

The CEO and CFO will receive cash bonuses under the third metric
only if the Debtors are able to formulate a plan of
reorganization, solicit votes sufficient for confirmation, and
substantially consummate the plan within six months of the Court
entering an order determining the lien priority dispute.
Accordingly, the third metric is not merely a reward for continued
employment with the Debtors through emergence from Chapter 11.

R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los
Angeles, California, contends that the Incentive Program, which
will cost the Debtors' bankruptcy estates a maximum of $681,800,
provides for the payment of performance-based cash bonuses that
are commensurate with market practice; is cost-effective; and has
been carefully tailored to ensure that the Key Employees remain
focused on financial, operational and restructuring goals that
will directly benefit the estates and their creditors.

Beginning well before the Petition Date, the Debtors have relied
and continue to rely on the Key Employees to discharge significant
responsibilities related to the cases in addition to their regular
duties, Mr. Pilmer tells Judge Louise DeCarl Adler.  At the same
time, he asserts, the Key Employees have seen their compensation
suffer as a result of the cases and face uncertainty regarding
employment upon the Debtors' emergence from Chapter 11.

In the past and immediately prior to the Petition Date, the
Debtors provided the Key Employees with opportunities to earn cash
bonuses upon achieving budgeted financial goals, which have
motivated the Key Employees to perform at a superlative level and
increase the value of the Debtors' business, Mr. Pilmer says.  He
adds, among other things, that the Incentive Program aligns the
interests of the Key Employees with the interests of the Debtors
and the Debtors' stakeholders by rewarding the Key Employees'
accomplishment of financial and bankruptcy-related milestones that
directly increase the value of the estates.

                           *     *     *

The Court granted the Debtors' request in open court last
September 23, 2010.  An official order reflecting certain amounts
negotiated with the U.S. Trustee & Otay River Constructors at the
hearing is yet to be filed in the docket.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH FINANCIAL: Fitch Upgrades Issuer Default Rating From 'CC'
---------------------------------------------------------------
Fitch Ratings has upgraded and subsequently withdrawn the ratings
for The South Financial Group, Inc., and its principal banking
subsidiary, Carolina First Bank, following the completion of
TSFG's acquisition by Toronto Dominion Bank.

TSFG's ratings were placed on Rating Watch Positive when the
acquisition agreement was announced in May 2010.  The upgrade
equalized most of TSFG's ratings with those of TD's U.S. banking
subsidiaries, and the ratings were then withdrawn as the legal
entities have been merged into existing TD subsidiaries.

Fitch views this transaction as consistent with TD's U.S.
acquisition strategy although not material to its ratings.

Fitch has upgraded and withdrawn these ratings:

South Financial Group, Inc. (The)

  -- Long-term Issuer Default Rating to 'AA-' from 'CC';
  -- Short-term IDR to 'F1+' from 'C'.

Carolina First Bank

  -- Long-term IDR to 'AA-' from 'CC';
  -- Long-term deposits to 'AA' from 'CCC/RR3';
  -- Short-term IDR to 'F1+' from 'C';
  -- Short-term deposits to 'F1+' from 'C'.

Fitch has withdrawn these ratings:

South Financial Group, Inc. (The)

  -- Individual 'F';
  -- Support '5';
  -- Support floor 'NF';
  -- Preferred stock 'C/RR6'.

Carolina First Bank

  -- Individual to 'F';
  -- Support '5';
  -- Support floor 'NF'.


SPANSION INC: Firm Enters Into Settlement with Chipmos Tech
-----------------------------------------------------------
ChipMOS TECHNOLOGIES (Bermuda) LTD. disclosed that ChipMOS
TECHNOLOGIES, INC., a 91% owned subsidiary of ChipMOS, has entered
into a settlement agreement with Spansion LLC for its general
unsecured claim on breach of contract and liquidated damages
rights reflected in the proof of claim, Claim No. 5, against
Spansion Inc., Spansion Technology LLC, Spansion LLC, Spansion
International Inc. and Cerium Laboratories LLC filed by ChipMOS
Taiwan in United States Bankruptcy Court. Under the Agreement, the
total amount of recognized damage on breach of contract and
liquidated damages rights was US$135 million.

Based on the Company's earlier disclosed information about this
transaction on its January 14 and 26, 2010 press releases, ChipMOS
Taiwan will be receiving approximately US$68 million from the
above arrangement.

              About Chipmos Technologies (Bermuda)

ChipMOS -- http://www.chipmos.com-- is a leading independent
provider of semiconductor testing and assembly services to
customers in Taiwan, Japan, and the U.S. With advanced facilities
in Hsinchu and Southern Taiwan Science Parks in Taiwan and
Shanghai, ChipMOS and its subsidiaries provide testing and
assembly services to a broad range of customers, including leading
fabless semiconductor companies, integrated device manufacturers
and independent semiconductor foundries.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.  The Plan was
implemented May 10, 2010.


SUNESIS PHARMA: Prices Underwritten Offering at $0.35/Unit
----------------------------------------------------------
Sunesis Pharmaceuticals, Inc., announced Friday the pricing of an
underwritten offering of roughly 44.1 million units, each
consisting of one share of its common stock and a warrant to
purchase 0.5 of a share of its common stock, at a public offering
price of $0.35 per unit, for gross proceeds of approximately
$15.5 million.  The net proceeds from this offering are expected
to be approximately $14.3 million, after deducting the
underwriting discount and estimated offering expenses payable by
Sunesis.  The offering is expected to close on or about October 6,
2010, subject to customary closing conditions.  The warrants will
become exercisable six months after issuance at an exercise price
of $0.42 per share, and will expire five years from the date of
issuance.  The shares of common stock and warrants are immediately
separable and will be issued separately.

Cowen & Company, LLC, is acting as the sole lead underwriter and
ThinkEquity LLC is acting as co-underwriter in this offering.
Sunesis anticipates using the net proceeds from the offering for
funding VALOR, the planned pivotal Phase 3 clinical trial of
vosaroxin in combination with cytarabine in patients with relapsed
or refractory acute myeloid leukemia, and for working capital and
general corporate purposes.

The securities described above are being offered by Sunesis
pursuant to a shelf registration statement previously filed with
and declared effective by the Securities and Exchange Commission
on May 20, 2010.  A preliminary prospectus supplement related to
the offering has been filed with the SEC and is available on the
SEC's website at http://www.sec.gov. Copies of the preliminary
prospectus supplement, and, when available, the final prospectus
supplement, as well as the accompanying prospectus relating to
this offering may be obtained on the SEC's website or from the
offices of Cowen and Company, LLC (c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn:
Prospectus Department (631) 254-7106).

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.

                  About Sunesis Pharmaceuticals

South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of hematologic and solid tumor cancers.

Sunesis' balance sheet at June 30, 2010, showed $49.84 million in
total assets, $5.53 million in total liabilities, $61,741 in non-
current portion of deferred rent, and stockholders' equity of
$44.25 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations.


SUNRISE REAL: Posts $506,900 Net Loss in June 30 Quarter
--------------------------------------------------------
Sunrise Real Estate Group, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $506,920 on $2.9 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $372,559 on $1.8 million of revenue for the same
period of 2009.

The Company ended the period with a cash position of roughly
$2.3 million, as compared to roughly $3.4 million at December 31,
2009, and $514,366 at June 30, 2009.

The Company's operating activities used net cash of $387,003
during the six months ended June 30, 2010.

The Company's balance sheet as of June 30, 2010, showed
$15.6 million in total assets, $17.8 million in total liabilities,
$1.1 million in noncontrolling interests of consolidated
subsidiaries, and a stockholders' deficit of $3.3 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., 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 significant accumulated losses from operations and
has a net capital deficiency.

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

               http://researcharchives.com/t/s?6c13

                        About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
October 10, 1996, under the name of Parallax Entertainment, Inc.
On December 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.


SUNRISE SENIOR: Enters Into Purchase and Sale Deal With Ventas
--------------------------------------------------------------
Sunrise Senior Living, Inc. and certain of its affiliates have
entered into purchase and sale agreements with Ventas, Inc. and
certain of its affiliates to sell to Ventas all of Sunrise's joint
venture interests in nine limited liability companies in the U.S.
and two limited partnerships in Canada, which collectively own 58
communities managed by Sunrise.  The aggregate purchase price for
the joint venture interests is approximately $41.5 million and is
payable at closing, which is expected to occur in the coming
months.  The Company intends to use the proceeds from the
transaction, after expenses, to pay down its bank credit facility
and other debt obligations, and for working capital.

Sunrise will continue to manage the 58 senior living communities,
together with the other 21 senior living communities in the Ventas
portfolio that are already wholly owned by Ventas.  As a condition
of the purchase agreement, Sunrise and Ventas will amend the
existing master agreement and management agreements to set forth
their revised rights and obligations with respect to the
management and other matters related to these communities.

"We are pleased that this agreement sets new performance,
operating and reporting thresholds that, if met, will enable us to
manage these assets for many years, and avoids the previously
announced Ventas performance termination rights on a significant
number of assets," said Mark Ordan, Sunrise's chief executive
officer. "In addition, selling our joint venture interests to
Ventas brings Sunrise additional funds to improve our balance
sheet and provide a foundation for careful growth.  We have seen
clear improvements in performance, and we are excited to do all we
can to continue this trend."

Additional details on this announcement can be found in the
Company's Form 8-K filed today with the Securities and Exchange
Commission.

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


TECHNIPOWER SYSTEMS: Plan Confirmation Hearing Set for Oct. 26
--------------------------------------------------------------
Technipower Systems, formerly Solomon Technologies Inc., will
present its reorganization plan for confirmation later this month.

The U.S. Bankruptcy Court for the District of Connecticut on
September 17, 2010, entered an order approving the disclosure
statement explaining the Chapter 11 plan, and fixed the dates in
connection with the plan confirmation process.

Ballots of acceptance or rejection of the plan are due to be
returned October 22.

The Debtor will present the Plan for confirmation at a hearing on
October 26, at 11:00 a.m.  Objections are due October 22.

Pursuant to the Plan, if approved, the holders of the Company's
common stock on the record date will receive approximately 1% of
the common stock of the reorganized Company.  Under the Plan, if
approved, the senior secured creditors of the Company will receive
62 1/2 of the common stock of the reorganized Company, the
subordinated secured creditors of the Company will receive 12 1/2
of the common stock of the reorganized Company, the unsecured
creditors of the Company will receive 20% of the common stock of
the reorganized Company, and the holders of the preferred stock of
the Company will receive 4% of the common stock of the reorganized
Company.  The record date for the issuance of all shares of common
stock of the reorganized Company is October 26, 2010.

Pursuant to the Plan, all of the technology and assets of the
Company other than those described below will be transferred to a
newly formed private entity in which the common stockholders of
the Company will not have an interest.  The principal assets to be
retained by the reorganized Company are

   i) U.S. Patent No. 5,067,932, issued on November 26, 1991,
      entitled "Dual-Input Infinite-Speed Integral Motor and
      Transmission Device", which is the basis for the Company's
      Electric Wheel technology,

  ii) claims for infringement of this patent against Toyota Motor
      Corporation, and

iii) malpractice and related claims by the Company against its
      former legal counsel with respect to litigation of the
      patent infringement case.

No vote of the common stockholders with respect to the Plan is or
will be requested, and the common stockholders will be deemed to
have rejected the Plan.  However, each common stockholder has the
right to file an objection to the Plan pursuant to
F.R.B.P. 3020(b) no later than October 22, 2010.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?6c04

Technipower Systems Inc., fka Solomon Technologies, makes power
conversion systems for vehicles, vessels and photovoltaic systems.

Technipower Systems filed for Chapter 11 protection in December
2009 (Bankr. D. Conn. Case No. 09-52444).  The Company is
represented by James Berman of Zeisler & Zeisler.


THERMOENERGY CORP: Posts $5.6 Million Net Loss in June 30 Quarter
-----------------------------------------------------------------
ThermoEnergy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $5.6 million on $253,000 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$2.3 million on $1.3 million of revenue for the same period of
2009.

At June 30, 2010, the Company did not have sufficient working
capital to satisfy its anticipated operating expenses for the next
12 months.  As of June 30, 2010, the Company had a cash balance of
roughly $1.8 million and current liabilities of $14.9 million,
which consisted primarily of accounts payable of $968,000, short-
term borrowings of $4.2 million (exclusive of discounts of
$2.3 million), convertible debt in default of $5.3 million,
contingent liability reserves of $3.0 million and unpaid payroll
taxes of $1.9 million.  The Company is presently in negotiations
with its creditors to extend, settle or convert its obligations to
equity.

The Company's balance sheet at June 30, 2010, showed
$3.5 million in total assets, $21.8 million in total liabilities,
and a stockholders' deficit of $18.3 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Kemp & Company, a Professional Association, in Little Rock, Ark.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its 2009 results.  The
independent auditors noted that the Company has incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities.

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

               http://researcharchives.com/t/s?6c1c

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.


TOR MINERALS: Extends BofA Line of Credit Maturity
--------------------------------------------------
TOR Minerals International, Inc. has amended its current U.S.
credit agreement with Bank of America to extend the maturity date
of borrowings under its Line of Credit.  Under the terms of the
amendment, the maturity date for the U.S. credit facility was
extended from August 15, 2010 to February 15, 2011.  The Company
is working to establish a new U.S. corporate lending relationship
to replace its credit agreement for its U.S. operations prior to
the revised maturity date under the amended credit agreement.

Under the Credit Agreement Amendment, the borrowing limit on the
Line was reduced from $2,250,000 to $1,500,000 and the interest
rate remained at Prime plus three percent.  The loan covenant
regarding the current ratio remained unchanged at 1.0 to 1.0 and
the fixed charge coverage increased from 0.85 to 1.0 to 1.10 to
1.0.  The Company's current ratio has remained well above the
covenant range during the third quarter and was 1.6 to 1.0 as of
the end of the second quarter ended June 30, 2010.  The fixed
charge ratio has also remained above the covenant levels during
the current quarter and was 5.4 to 1.0 during the six month period
ended June 30, 2010. As of September 30, 2010, the Company had
$500,000 drawn on the Line and $1,000,000 was available.

Corpus Christi, Tex.-based TOR Minerals International, Inc.
(Nasdaq: TORM) -- http://www.torminerals.com/-- is a global
manufacturer and marketer of specialty mineral and pigment
products for high performance applications with manufacturing and
regional offices located in the United States, Netherlands and
Malaysia.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2010,
UHY LLP, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company's
credit facility with a financial institution matures on August 15,
2010, at which time the credit facility will be terminated as
indicated by the financial institution.  As a result, the Company
will be required to raise additional capital, find alternative
means of financial support, or both.  The Company may have
difficulty in obtaining the necessary financing to repay this
credit facility.


TRIBUNE CO: Court Denies Aurelius Plea to Disqualify Chadbourne
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware denied the request of Aurelius Capital Management, LP,
to disqualify Chadbourne & Parke LLP from acting on behalf of the
Official Committee of Unsecured Creditors.

At the hearing held September 22, 2010, Judge Carey denied
Aurelius's Disqualification Motion to the extent it seeks to
disqualify Chadbourne from participating in a mediation to be
conducted by the Honorable Kevin Gross.  To the extent the
Disqualification Motion seeks relief other than in connection with
the Mediation, the Court will hold a status conference on
October 4, 2010, at which Aurelius will inform the Court whether
and to what extent it wishes to press for additional relief as
requested in the Disqualification Motion.

Prior the entry of the Court's order, the Committee asked Judge
Carey not to approve the Motion because the Court's approval of
the retentions of Chadbourne and Zuckerman Spaeder LLP, after full
disclosure of Chadbourne's connections and potential conflicts and
the scope of its representation of the Committee, was -- and
remains -- entirely correct.

According to the Committee, Aurelius does not assert that new
facts have suddenly come to light with respect to the disclosures
made in Chadbourne's application.  The Committee averred that the
Motion to Disqualify is a tactical move by a creditor unhappy with
positions taken by it.  The Committee added that the Motion is
designed to disrupt its ability to participate effectively in the
upcoming Mediation by depriving it of the knowledge and experience
of its chosen co-counsel.

With respect to Aurelius's request to file under seal redacted
portion of the Motion to Disqualify, the Committee argued that it
holds no brief for secrecy or sealing of the redacted materials,
which consist of three or four lines of text.  Rather, the
Committee suggested the redacted materials be stricken from both
of Aurelius's underlying motions as an abuse of confidential
settlement communications.

Not all members of the Committee objected to the Disqualification
Motion.  Warner Bros. Television, Pension Benefit Guaranty
Corporation, Washington-Baltimore Newspaper Guild, and William A.
Niese join in the Committee's Objection.  Deutsche Bank Trust
Company of Americas and Wilmington Trust Company support Aurelius'
Disqualification Motion.

Deutsche Bank maintained that in order to preserve the integrity
of the bankruptcy process, only Zuckerman should negotiate
directly with the parties with whom Chadbourne has conflicts and
that only Zuckerman should advise the Committee with respect to
LBO-Related Causes of Action.  Permitting Chadbourne to negotiate
directly with parties whom it represents in other engagements
creates an appearance of impropriety, Deutsche Bank said.

Wilmington Trust said the Mediation is a critical event in the
Debtors' cases.  According to Wilmington Trust, there is reason to
suspect that, if the mediation fails, the cases will rapidly
devolve into aggressive litigation over competing plans of
reorganization, claims allowance, and the pursuit of significant
LBO-related claims against management, creditors, and third-
parties.  Thus, Wilmington Trust joined Aurelius's Motion to
Disqualify.

The Committee asserted that like the Disqualification Motion, the
joinders of Deutsche Bank and Wilmington Trust failed to provide
any evidence in support of the claim that the Committee's
retention of Chadbourne should be limited or terminated 21 months
into the Debtors' bankruptcy cases, even though the two Committee
members know that the Committee has very recently re-examined this
issue and confirmed that Chadbourne has no conflict and that a
proper protocol is in place to address any possible allege
appearance of impropriety.  Specifically, the Committee maintained
that the Deutsche Bank Joinder fails to disclose that a
substantial part of the indentures of which it serves as indenture
trustee was recently sold by Centerbridge to Aurelius.

                        Aurelius' Response

Aurelius clarified that it does not seek to disqualify Chadbourne
from the Debtors' cases, but only seeks to disqualify Chadbourne
from matters in which it has conflicts of interest.  Aurelius
maintained that the timing of the Disqualification Motion is
appropriate considering that the Mediation is imminent and
Chadbourne has refused repeated requests to police itself and
abstain from advising the Committee on matters in which it is
conflicted.

According to Aurelius, Chadbourne has consistently advised the
Committee in ways that are antithetical to how one would expect
unbiased counsel to an official committee of unsecured creditors
to act.  As a result, unsecured creditors have reason to be
concerned that the Committee's actions concerning the LBO-Related
Causes of Action have resulted from conflicted advice from
Chadbourne.  Thus, Aurelius averred that in order to prevent the
uncertainty regarding Chadbourne's conflicted motivations from
irreparably tainting the Mediation and any proceeding that may
follow, the Disqualification Motion should be granted.

                     Parties Meet & Confer

Judge Carey ordered the parties, including the U.S. Trustee, to
meet and confer and attempt to develop and memorialize a
delineation of responsibilities between Chadbourne and Zuckerman
for use in connection with the upcoming mediation.

In accordance to the Court's order, the relevant parties met and
conferred on September 21 and 22, 2010, in an attempt to establish
a mediation protocol.  The parties, however, were unable to agree
on Mediation Protocol acceptable to all.

Accordingly, the Committee delivered to the Court a proposed
Mediation Protocol.  Consistent with the order of the Court, the
Committee Protocol will be followed regarding delineation of
responsibilities between Chadbourne and Zuckerman at the Mediation
commencing on September 26, 2010.

Pursuant to the Mediation Protocol proposed by the Committee,
Chadbourne & Parke, in its role as general bankruptcy counsel,
will participate in the mediation and negotiations in connection
with issues relating to a plan of reorganization and the
resolution of the LBO Claims.

In addition, and consistent with the Committee's resolution in
connection with Chadbourne and Zuckerman's participation in the
Mediation:

  * Zuckerman is to be directly involved in all mediation
    sessions and in settlement discussions with respect to the
    LBO Claims.  Zuckerman and Chadbourne are to coordinate
    their activities in connection with the mediation and
    settlement negotiations;

  * Zuckerman will advise the Committee directly in
    connection with the merits of the positions that are taken
    by parties in the mediation and settlement discussions with
    respect to the possible resolution of the LBO Claims; and

  * Zuckerman should, as appropriate, provide an assessment of
    the value of particular LBO Claims as those assessments
    become relevant to issues that are addressed in the
    mediation settlement discussion.

                       About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Proposes Plan Settlement With Oaktree & Angelo Gordon
-----------------------------------------------------------------
Tribune Company and its debtor affiliates reached a settlement
agreement with Oaktree Capital Management, L.P., and Angelo,
Gordon & Co., L.P.

The settlement was a result of mediation sessions among the
parties overseen by Judge Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware, the appointed mediator in the
Debtors' bankruptcy cases.

The Mediator, in a report filed September 28, 2010, stated that
Oaktree, Angelo Gordon and the Debtors -- the "Settling Parties" -
- reached an agreement on a plan of reorganization that will
settle claims surrounding "Step 1" of Debtors' 2007 going private
transaction.

The settlement comes as a result of the court-ordered mediation
requested by Tribune and overseen by Judge Gross; it has been
approved by the Special Committee of Tribune's Board of Directors,
comprised of independent members of the company's board.

Oaktree and Angelo Gordon, who will be co-proponents of this plan,
manage investment funds and accounts, which hold a total of about
$8.6 billion of Senior Loan Claims in the Debtors' bankruptcy
cases.  The Lenders filed a plan of reorganization for the Debtors
on September 17.

"The plan addresses two primary issues that are fundamental to a
successful reorganization of Tribune," said Don Liebentritt,
Tribune's Chief Restructuring Officer.  "First, it enables the
company to exit Chapter 11 and distributes the equity of the
reorganized Tribune and its subsidiaries to the holders of the
Initial and Incremental Term Loan claims.  Second, to the extent
not settled prior to confirmation, all claims identified by the
Examiner's Report relating to 'Step 2' of the company's going-
private transaction are preserved and placed in a litigation
trust.  We remain confident that additional settlements will be
reached."

The Litigation Trust will allow an independent litigation trustee
to pursue legal action relating to the remaining fraudulent
conveyance issues alleged by various unsecured creditors, while
avoiding the possible negative impact these litigation issues
might have on the company's business operations.

The plan's settlement resolves claims associated with the
financing of "Step 1" of the going-private transaction, all of
which the Examiner found to have less than 50% probability of
success.  The settlement, which has been overseen by the court-
appointed mediator, provides for Tribune Company's senior
bondholders to receive a total distribution of $300 million
(approximately 23% of their claim amount) in cash plus their
interest in the Litigation Trust.

Pursuant to a plan, holders of Senior Loan Claims will receive an
estimated recovery of $124 million while holders of Senior Loan
Guaranty Claims are slated to recover $5.49 billion.

Unsecured creditors of Tribune Company will receive the same
percentage recovery, also in cash and an interest in Litigation
Trust, which will allow them to seek redress for potential
fraudulent conveyance issues.  Unsecured creditors of Tribune
Company's subsidiaries will have an opportunity to receive 50% of
their claim amount in cash.

Counsel for the Official Committee of Unsecured Creditors, Howard
Seife, Esq., at Chadbourne & Parke, told Bloomberg News that the
panel will oppose the agreed plan.

The plan also provides for both Initial Term Loan Lenders and
Incremental Term Loan Lenders to receive a pro rata distribution
of cash, debt and equity of the reorganized Tribune and its
subsidiaries pursuant to the terms of Credit Agreement.  The term
loan debt due June 2014 rose 3.5 cents, to 59 cents on the dollar,
Bloomberg News reported citing people who declined to be
identified because the trades are private.  Oaktree and Angelo
Gordon hold "significant amounts" of the term loans, the Debtors
said.

The Mediation took place on September 26, 2010, and the parties
continued settlement on September 27, 2010, with the Mediator
continuing to meet with some parties.

The Mediator said he is confident that the Proposed Plan will lead
to additional constructive discussions between and among the
Debtors and other parties.  Accordingly, the Mediator said does
not consider the Mediation to be closed.

The terms of the settlement are contained in the Term Sheet of
Joint Plan of Settling Parties, a copy of which is available for
free at http://bankrupt.com/misc/Tribune_OaktreeTermSheet.pdf

                       About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Step One Lenders Say Oaktree Plan Hides Biggest Issue
-----------------------------------------------------------------
A group composed of 14 lenders who collectively hold approximately
$730 million of Step 1 debt ask the Court not to approve the
Disclosure Statement explaining the joint plan of reorganization
for Tribune Company and its subsidiaries proposed by Oaktree
Capital Management, L.P., and Angelo, Gordon & Co., L.P.

Counsel to the Step One Lenders, Daniel B. Butz, Esq., at Morris,
Nichols, Arsht & Tunnel LLP, in Wilmington, Delaware, asserts that
the Disclosure Statement does not contain sufficient information
to enable a reasonable person to make an "informed judgment about
the plan."  Indeed, Mr. Butz maintains, the Disclosure Statement
contains serious mischaracterizations and omits critical and
material information and facts regarding the proposed
distributions to the Step One and Step Two Lenders that (i) will
mislead holders of Claims or Interests and (ii) must be available
to holders of Claims and Interests.

The Step One Credit Agreement Lenders also assert that the
Disclosure Statement mischaracterizes and obfuscates the single
biggest issue in the Oaktree/Angelo Gordon Plan for holders of
Step One debt, which lenders should bear the financial burden if
Step Two is deemed a fraudulent conveyance due to the bad faith of
the Step Two Lenders.

On its face, Mr. Butz relates, the Oaktree/Angelo Gordon Plan
ostensibly allows all Step One debt, while leaving Step Two debt
disputed and subject to challenge.

In economic substance, however, the Oaktree/Angelo Gordon Plan
forces the Step One Lenders to pay more than 21 cents on the
dollar of their recovery to the Step Two Lenders, thus protecting
the Step Two Lenders from a determination that the Step Two
Transactions constitute a fraudulent conveyance, Mr. Butz notes.
According to Mr. Butz, rather than recovering the 88% described in
the Disclosure Statement, the Step One Lenders would actually pay
over 21 cents on the dollar of their rightful recovery to holders
of Step Two debt and thus recover only 67%.  The Step Two Lenders
thus will insulate themselves from the misconduct detailed by the
Examiner, using Step One funds, he adds.

The Disclosure Statement, Mr. Butz says, does not disclose this
improper scheme.  Instead, he adds, the Disclosure Statement
really suggests that this result is dictated by the "sharing
provisions" of the Credit Agreement -- a provision that is
exceedingly unlikely to be enforced.  This attempted application
of the Sharing Provision is contrary to law and common sense, Mr.
Butz asserts.

"The Disclosure Statement seeks to lure creditors, particularly
Step One Lenders, into what can only be described as a bait and
switch," Mr. Butz says.

                        Oaktree/Angelo Plan

Oaktree Capital Management, L.P., and Angelo Gordon & Co., L.P.,
delivered to the U.S. Bankruptcy Court for the District of
Delaware on September 17, 2010, a proposed joint plan of
reorganization and disclosure statement for Tribune Company and
its debtor affiliates.

Oaktree and Angelo Gordon manage investment funds and accounts,
which holds a total of about $8.6 billion of Senior Loan Claims in
the Debtors' bankruptcy cases.

According to Bruce Bennett, Esq., at Hennigan, Bennett & Dorman
LLP, in Los Angeles, California, Oaktree and Angelo Gordon -- also
referred to as "Credit Agreement Lenders" -- filed the alternative
reorganization plan for the resolution of all outstanding Claims
against and Interests in all of the Debtors in their
reorganization cases under Chapter 11 of the Bankruptcy Code.  In
accordance with the Credit Agreement Lender Plan, the Guarantor
Non-Debtors will participate in the Plan with the Debtors.  The
Guarantor Non-Debtors are Tribune (FN) Cable Ventures, Inc.,
Tribune Interactive, Inc., Tribune ND, Inc., and Tribune National
Marketing Company.

The Credit Agreement Lender Plan is based on two main tenets:

  (1) It allows the Debtors to exit bankruptcy in order to
      maximize the value of the Estates for all creditors and to
      avoid prolonging the Chapter 11 cases while providing a
      mechanism to litigate or resolve over a longer time period
      the complex issues relating to the Debtors so-called
      "Leveraged ESOP Transactions" consummated in December
      2007.

  (2) It preserves and allows for post-confirmation litigation
      of all claims and causes of action arising from the
      Leveraged ESOP Transactions as to which the Examiner,
      Professor Kenneth Klee, found to have a prospect of
      success of 50% or better.  Those claims and certain others
      will be transferred to the Litigation Trust, with a
      Litigation Trustee selected by the members of the Official
      Committee of Unsecured Creditors maintaining full
      authority to pursue all relevant parties, including
      lenders, financial advisors, lawyers, shareholders,
      directors, and officers.

As a condition to the confirmation of the Credit Agreement Lender
Plan, Oaktree and Angelo Gordon will ask the Bankruptcy Court to
determine that it is appropriate for the Plan to resolve and
release certain claims and causes of action that the Examiner
found to have less than a fifty percent prospect of success.

The Credit Agreement Proponents clarify that their Plan is
presented only as an alternative in the event that the upcoming
mediation does not produce a fully-consensual resolution to the
Debtors' cases.  The Credit Agreement Proponents believe that
rapid consummation of a plan of reorganization that permits the
Tribune businesses to emerge from bankruptcy is critical and will
benefit all stakeholders by enhancing the value of the Tribune
enterprise.

"At bottom, the Credit Agreement Lender Plan provides a mechanism
for the Debtors to exit bankruptcy in the near future in the event
that the mediation is not successful," asserts Mr. Bennett.

Mr. Bennett tells the Court that the Credit Agreement Lender Plan
is not a "take it or leave it" document.  Rather, he adds, the
Credit Agreement Proponents invite dialogue with all who might
agree with the provisions of the Credit Agreement Lender Plan and
all who might disagree.  The Credit Agreement Proponents relate
that they will seek to maximize consensus in all respects,
including in an effort to resolve those issues and questions
otherwise reserved for future determination and to reach agreement
on procedures for obtaining judicial determinations of issues and
questions that cannot be resolved even following good faith
efforts.

The Credit Agreement Lender Plan contains numerous individual
plans, all of which are severable and would enable the Tribune
chapter 11 subsidiaries to emerge from their bankruptcy cases
prior to the time that a plan for Tribune Company can be
confirmed.

Mr. Bennett maintains that the Credit Agreement Lender Plan
remains true to the Examiner's conclusions, enables the Debtors to
exit bankruptcy in the near future, provides for a material
initial distribution to holders of Credit Agreement claims, and
allows structurally subordinated creditors of Tribune Company to
receive a pro rata distribution of the value of Tribune Company
plus interests in the litigation trust formed to pursue the claims
that the Examiner found to be viable.

The Credit Agreement Proponents intend to seek confirmation of the
Credit Agreement Plan if the mediation does not prove successful.

Tribune said in a statement that if the court-ordered mediation
doesn't prove fruitful, the investment firms' proposal "may
provide the next best alternative," according to Shira Ovide of
the Wall Street Journal.

Oaktree and Angelo Gordon assert that the valuation of the
reorganized debtors prepared by their financial advisors, Lazard
Freres.

A full-text copy of the Credit Agreement Lender Plan is available
for free at http://bankrupt.com/misc/Tribune_OaktreePlan.pdf

A full-text copy of the Credit Agreement Lender Disclosure
Statement is available for free at:

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

                    Management's Chapter 11 Plan

Tribune Co. has filed its own proposed plan of reorganization.

Tribune, however, has not yet obtained confirmation of the plan.
The U.S. Bankruptcy Court for the District of Delaware appointed
federal judge Kevin Gross as mediator to assist negotiations
between Tribune and various creditor constituencies as the
Company's Chapter 11 process moves forward.

The Management Plan is built on a settlement of the buyout claims
among some lower ranking creditors, lenders, including JPMorgan
Chase & Co., and Tribune managers.  The settlement is opposed by
holders of $3.6 billion in prepetition secured debt who announced
their opposition even before the settlement was formally
disclosed.

                       About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: U.S. Trustee Protests Plan to Pay $20MM Fees
-----------------------------------------------------------------
Donald Wittkowski at pressofAtlanticCity.com reports that U.S.
Trustee Roberta A. DeAngelis objected to bondholders' plans to pay
$19.5 million of legal and professional fees stemming from the
Chapter 11 takeover for the Company and reimburse $2.2 million in
fees paid to their financial adviser, arguing that the payments
would violate federal law because the beneficiaries would be the
new owners, not the Company.  The U.S. Trustee says there are no
documents supporting the reasonableness of those fees.

According to the report, bondholders completed their
$225 million purchase of the three Trump casinos in July,
beating out billionaire investor Carl C. Icahn.  Trump
Entertainment had agreed in advance to pay the bondholders'
fees if they were successful in buying the company.

Trump, the bondholders and Icahn recently reached a settlement to
end all litigation in the bankruptcy battle.  Mr. Icahn, who holds
the $486 million mortgage on the Trump casinos, had appealed the
judge's ruling that gave bondholders control of the company, but
will now drop the challenge, according to pressofAtlanticCity.com.

According to Bankruptcy Law360, Icahn recently filed a motion that
supports a settlement in which his side will get $15 million to
cover its fees.  Law360 says Beal Bank and Icahn Partners LP, the
first-lien lenders to Trump Entertainment, said they backed the
settlement, which will see its claims against the Company increase
by $12.5 million.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on February 17, 2009
(Bankr. D. N.J., Lead Case No. 09-13654).  The Company has tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP is the Company's auditor and accountant and Lazard
Freres & Co. LLC is the financial advisor.  Garden City Group is
the claims agent.  The Company disclosed assets of $2,055,555,000
and debts of $1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in
May 2005, it exited from bankruptcy under the name Trump
Entertainment Resorts Inc.


UNITED AIRLINES: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of United Airlines,
Inc., and Continental Airlines, Inc., following the closing of
their merger.  United and Continental are now both wholly-owned
subsidiaries of the re-named United Continental Holdings, Inc.
(formerly UAL Corp.).

Fitch has affirmed these ratings:

United Continental Holdings, Inc.

  -- Issuer Default Rating at 'B-';
  -- Senior Unsecured ratings at 'CC/RR6'.

United Airlines, Inc.

  -- IDR at 'B-';
  -- Secured Bank Credit Facility at 'BB-/RR1';
  -- Senior Secured Notes at 'BB-/RR1';
  -- Senior Unsecured rating at 'CC/RR6'.

Continental Airlines, Inc.

  -- IDR at 'B-';
  -- Senior Secured Notes at 'BB-/RR1';
  -- Senior Unsecured rating at 'CC/RR6'.

The Rating Outlook for all three entities is Positive.

On Sept. 10, 2010, Fitch upgraded United's ratings in anticipation
of the closing of the merger.

The upgrade followed steady strengthening in United's stand-alone
credit profile during 2010 and clear progress toward the
resolution of merger-related issues in recent weeks.  Stand-alone
profiles for United and Continental have been supported by steady
improvements in revenue performance and a relatively benign jet
fuel price environment since the air travel demand recovery began
to take shape a year ago.  Industry capacity constraint and a
consistent rebound in business travel demand since last fall have
helped drive solid gains in passenger yields and revenue per
available seat mile (RASM), expanding margins and leading to a
sharp turnaround in free cash flow generation during the economic
recovery.

Fitch continues to believe that the merger will ultimately support
sustainable improvements in margins and FCF generation relative to
other U.S. airlines, and will generally contribute to the
establishment of a more disciplined approach toward capacity
management in a cyclical industry that remains uniquely vulnerable
to external demand and fuel price shocks.  Management's commitment
to a continuation of capacity discipline in 2011 and beyond
represents an important risk mitigant at a time when the
sustainability of the global economic recovery has become more
uncertain.  Even as industry revenue comparisons become more
challenging, Fitch believes that the combined carrier retains
sufficient fleet and network planning flexibility to successfully
manage a more difficult demand environment, should it emerge, in
2011 and beyond.

Assuming a slow and uneven U.S. economic expansion, relatively
stable jet fuel prices below $2.50 per gallon and mid-single digit
RASM growth during 2011, Fitch expects the combined carrier to
generate positive FCF in excess of $1.5 billion next year,
providing room to push pro forma lease-adjusted leverage down,
while maintaining unrestricted cash balances above $7 billion.

An upgrade of United's post-merger IDR to 'B' is possible in 2011
if a continuation of positive yield and RASM comparisons, coupled
with a generally favorable fuel price scenario (average jet fuel
prices below $2.50 per gallon) drive strongly positive FCF and
allow the post-merger airline to fund next year's maturities
largely out of internally generated cash flow and excess cash on
the balance sheet.  Conversely, a revision of the Rating Outlook
to Stable could occur if a sharp slowdown in U.S. economic growth
contributes to stagnating industry unit revenue growth or if a
spike in global energy prices pressures the new United's 2011
operating margins, thereby weakening the carrier's FCF profile
next year.  Following the close of the transactions, ratings for
CAL and United are closely linked as wholly-owned subsidiaries of
the newly-created United Continental Holdings parent.  Once a
single operating certificate is received, more complete linkage of
the two separately-rated entities will likely occur.


UNITED WESTERN: Makes Payment to JPM After OTS Non-Objection
------------------------------------------------------------
United Western Bancorp and Equi-Mor Holdings Inc., a direct
subsidiary of the Company, had entered into the Fourth Forbearance
and Amendment Agreement with JPMorgan Chase Bank, N.A., on July 9,
2010.

Subsequently, the Company reported that the Office of Thrift
Supervision informed the Company that it would not approve the
Company making the Forbearance Principal Payments and the
Forbearance Interest Payments, as defined therein, pursuant to the
terms of the Fourth Forbearance Agreement.  Based upon the
foregoing, the Company and JPMorgan negotiated and then entered
into a Waiver and Amendment to Fourth Forbearance and Amendment
Agreement dated September 28, 2010.

The terms of the Waiver Agreement provide, among other things,
that:

    i) JPMorgan agrees to waive the Fourth Forbearance Defaults
       and

   ii) the Fourth Forbearance Agreement is amended such that
       JPMorgan agrees to forbear from exercising its rights and
       remedies under the Credit Agreement dated June 29, 2007, as
       amended; the $25 million line of credit note dated
       September 30, 2009, as amended until the earlier of:
       (i) the end of business on October 31, 2010; or (ii) the
       occurrence of a default, other than the Disclosed Defaults,
       under any of the Loan Documents, the Fourth Forbearance
       Agreement or any other agreement required to be entered
       into by the Fourth Forbearance Agreement.

In addition, the Waiver Agreement provides that upon the receipt
by the Company of written non-objection from the OTS, the Company
will pay JPMorgan monthly interest payments for the months of
June, July, August, September, and October pursuant to the terms
of the LOC Note:

   i) immediately, with respect to all accrued and unpaid monthly
      interest payments at the time of receipt by the Company of
      such non-objection; and

  ii) on the last day of each month, with respect to future
      monthly interest payments.

The Company received the written non-objection from the OTS on
September 28, 2010, allowing the Company to make the Amended
Forbearance Interest Payments to JPMorgan.  The Company has so far
provided JPMorgan with the interest payments for the months of
June, July, August and September of 2010.

The Waiver Agreement also amends Section 5(J) of the Fourth
Forbearance Agreement whereby both the Company and Equi-Mor
Holdings, Inc. shall each continue to be entitled to receive the
cash flows from the securities pledged as collateral for the Note
in an amount not to exceed $3 million from each pledged account
for the period beginning January 15, 2010 to October 31, 2010.

A full-text copy of the Fourth Amended Forbearance Agreement is
available for free at http://ResearchArchives.com/t/s?6c09

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.


US AEROSPACE: Appoints Jim Worsham as Chief Executive Officer
-------------------------------------------------------------
U.S. Aerospace Inc. reported that Jim Worsham was appointed as
Chief Executive Officer and a member of the board of directors on
September 29, 2010.

Mr. Worsham developed and has served as head of Aviation Marketing
and Business Development for the Southern California Logistics
Airport since October 2000, and is responsible for bringing
General Electric Co., The Boeing Company, Pratt & Whitney division
of United Technologies Corporation, Lockheed Martin Corporation,
FedEx Corporation, the U.S. Air Force, U.S. Army, U.S. Marines,
and others to SCLA. Worsham founded the SCLA School of Aviation
Technology.

From 1994 to 2000, Mr. Worsham ran Aircraft Marketing, Inc., where
he arranged the sale of US-China Cargo from Evergreen to FedEx,
oversaw the development of the first Maintenance, Repair and
Overhaul facility in China, and constructed approximately 100
aircraft in China. From 1989 to 1993, he served as Chairman of
the Asia Pacific and North America divisions of Guinness Peat
Aviation, a commercial aircraft sales and leasing company valued
at more than $4 Billion, where he oversaw the conversion of DC-8
aircraft to freighters and initiated the first aircraft leasing
program in China.

Mr. Worsham served as President of Douglas Aircraft Company for
McDonnell Douglas Corporation, now Boeing, from 1982 to 1989.  He
secured military and commercial aircraft business for a family of
seven different lines of aircraft, including the KC-10A Extender
advanced tanker cargo aircraft for the U.S. Air Force, the C-17
Globemaster III large military transport aircraft for the U.S. Air
Force, and the T-45 Goshawk for the U.S. Navy's VTXTS jet training
system under U.S. Department of Defense.

Mr. Worsham held executive positions with General Electric Co.,
where he rose from jet engine aero thermo designer, to Vice
President Military Engines, Vice President Commercial Engines, and
Vice President Market Development, from 1951 to 1982.


His honors, awards and accomplishments include: Goddard Award,
Collier Trophy, Aviation Week "Man of the Year" 2 years, AIAA/SAE
Distinguished Speaker, Advisory Board for U.S. Air Force Military
Airlift Command, and is the holder of 2 patents.  Mr. Worsham
served as a Captain in the U.S. Army.  He received his BS in
Mechanical Engineering, magna cum laude, from Vanderbilt
University, his MS in Mechanical Engineering from University of
Arkansas, and an honorary doctorate from Dartmouth Institute.

Mr. Worsham entered into an employment agreement for an initial
term of one year subject to mutually agreed extensions, at an
annual salary of $100,000, plus cash performance bonuses upon
achieving increased sales, revenues, or earnings, entering into
sales or strategic cooperation agreements, or other improvements
in the business or financial performance.  He received options to
purchase 2,000,000 shares of our common stock, half vesting over
two years and half vesting upon achieving milestones and
performance targets.  All options vest upon death, disability or
termination without cause.  Mr. Worsham also agreed to the Code of
Ethics and standard Indemnification Agreement for directors.

U.S. Aerospace, Inc. -- http://www.USAerospace.com/-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.

The Company's balance sheet at June 30, 2010, showed $5.67 million
in total assets, $14.00 million in total liabilities, and a
$8.31 million stockholders' deficit.


US FIDELIS: Former Owners Give Up Assets to Creditors
-----------------------------------------------------
Cory and Darain Atkinson, founders of U.S. Fidelis, have settled
lawsuits brought against them and their wives by the Company and
the Official Committee of Unsecured Creditors in the bankruptcy
court.  A chief restructuring officer took control of the Company
after it sought bankruptcy protection.

Brian Kelly at KMOX.com reports that the Atkinson brothers agreed
to give up nearly everything they own to creditors.  Except for a
relatively small carve-out for their wives, Cory and Darain
Atkinson are surrendering their homes, vehicles and other property
under a proposed settlement filed with the bankruptcy court.
According to Bloomberg News, the wives will each retain $500,000
plus specified jewelry and automobiles.

If it turns out that assets were hidden, the creditors can
automatically file a $50 million consent judgment against Darain
and a $40 million judgment against Cory, according to Bill
Rochelle, the bankruptcy columnist for Bloomberg News.

Mr. Rochelle reports that the Debtor sued the Atkinson brothers to
recover $101 million claimed to be "wrongfully and improperly
appropriated" from the Company.

The settlement will be up for approval at an Oct. 20 hearing.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


VALENCE TECHNOLOGY: Berg & Berg Buys 1.9 Million of Shares
----------------------------------------------------------
Berg & Berg Enterprises LLC purchased on Sept. 28, 2010, 1,923,077
shares of Valence Technology Inc. common stock at a price per
share of $1.04, the closing bid price of the Company's common
stock on the purchase date.

The aggregate purchase price for the shares was $2,000,000.
Payment of the purchase price consisted of $2,000,000 in cash.
This summary of the terms of the sale of shares to Berg & Berg is
qualified by the text of that certain Letter Agreement dated
September 28, 2010 between the Company and Berg & Berg.

The shares were issued in a private placement transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof.  Under Rule 144 of
the Securities Act, these shares are restricted from being traded
by Berg & Berg for a period of six months from the date of
issuance, unless registered, and thereafter may be traded only in
compliance with the volume restrictions imposed by this rule and
other applicable restrictions.

On July 27, 2010, the Company's Board of Directors authorized the
Company to engage in financing transactions with Berg & Berg, Carl
E. Berg, or their affiliates from time to time in an aggregate
amount of up to $10,000,000, if, and when needed by the Company,
and as may be mutually agreed.  The above transaction was made
pursuant to this authorization and following such transaction,
$2,500,000 remains available under this authorization.

The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

A full-text copy of the Letter Agreement is available for free
at http://ResearchArchives.com/t/s?6c05

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at June 30, 2010, showed
$22.75 million in total assets, $94.51 million in total
liabilities, and a stockholders' deficit of $80.37 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


VERIFONE INC: Hypercom Deal Won't Affect Moody's 'B1' Rating
------------------------------------------------------------
Moody's commented that VeriFone, Inc.'s B1 corporate family rating
and stable ratings outlook are not affected by the Company's offer
to purchase all of the outstanding common stock of electronic
payment device competitor Hypercom Corporation for $5.25 per share
in cash.  VeriFone's proposal, which represented a total purchase
price of $337 million (net of cash), was subsequently rejected by
Hypercom on September 29, 2010.  In Moody's view, based on the
terms outlined in the Company's letter to Hypercom's Board of
Directors, VeriFone's credit metrics would remain within the
tolerance ranges expected for the Company's B1 Corporate Family
Rating.  If consummated, the acquisition would make VeriFone the
largest electronic payment device provider and increase its global
footprint.

VeriFone also announced that the acquisition would be funded with
a combination of cash on hand and borrowings under a new committed
credit facility, which will also be used to refinance existing
bank credit facilities.  As of July 31, 2010, VeriFone reported
cash balances of $400 million, although Moody's note that a
significant portion of its cash balance are located in offshore
locations.

The Company's ratings are:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $40 million senior secured revolving credit facility (reduced to
  $25 million) due 2012 -- Ba2 (LGD2, 21%)

* $223 million senior secured term loan due 2013 -- Ba2 (LGD2,
  21%)

The rating outlook is stable.

Moody's most recent rating action for VeriFone was on December 30,
2009, when Moody's affirmed the company's B1 Corporate Family
Rating and revised the ratings outlook to stable from negative.

Headquartered in San Jose, California, VeriFone develops and
provides secure point-of-sale electronic payment solutions to
various financial, retail, hospitality, petroleum, transportation,
government and healthcare vertical markets.  Revenues for the LTM
July 2010 period were $943 million.


VISTEON CORP: Hit by UAW Class in Retiree ERISA Suit
----------------------------------------------------
Bankruptcy Law360 reports that Ford Motor Co. retirees have
brought their contentious fight over health benefits to federal
court, lodging a class action to stop Ford and its bankrupt
spinoff Visteon Corp. from, they allege, breaching labor contracts
by stripping more than 1,000 retirees and their families of
lifetime health benefits.

The United Auto Workers union and two of its members filed suit
Thursday in the U.S. District Court for the Eastern District of
Michigan, claiming Visteon plans to erase benefits, 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 emerged from
Chapter 11 on October 1.

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at June 30, 2010, showed $179.75
billion in total assets, $183.29 billion in total liabilities, and
a $3.54 billion stockholders' deficit.

                            *     *     *

In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'.   "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz.  S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares  Still, S&P believes underlying business risks
remain high.

Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer
default ratings from Fitch Ratings.  In August 2010, when Fitch
raised the rating from 'B', it said, Ford's ratings reflect its
continued strong financial performance and the substantial debt
reduction accomplished in the second quarter."

Ford Motor has a 'B1' corporate family rating from Moody's.


WLNE-TV: In Receivership; CobbCorp Hired to Sell Channel 6
----------------------------------------------------------
Andy Smith at News Blog reports that a New York City media
brokerage firm, CobbCorp LLC, has been hired to help sell WLNE-TV,
Channel 6, which has been in receivership since July.

According to the report, providence attorney Matthew McGowan of
Salter McGowan Sylvia & Leonard, the court-appointed receiver,
said 8 to 10 parties, including some from Rhode Island, have
already expressed interest in buying the ABC affiliate, owned by
Global Broadcasting of Southern New England.  According to the
trade journal Broadcasting & Cable, Global paid $14 million for
the station in 2007, the report relates.

Mr. McGowan, the report notes, said enough people have expressed
interest in Channel 6 that CobbCorp was hired to coordinate the
sales process.  It's possible a purchase agreement could be in
place by the end of the year, he added.

The report discloses that former Providence Mayor Joseph R.
Paolino Jr. is among those who have considered buying the station.


WORKFLOW MANAGEMENT: Asks for Court's Nod to Use Cash Collateral
----------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to use
until January 31, 2011, cash constituting as collateral of their
prepetition lenders.

The Debtors entered into a first lien credit agreement dated as of
November 30, 2005, with various financial institutions from time
to time parties thereto, Credit Suisse, Cayman Islands Branch, as
administrative agent for the first lien lenders, and other agents.
As of the Petition Date, the aggregate outstanding first lien
obligations totalled approximately $146.5 million.  The loans
outstanding under the first lien credit facility continue to
accrue postpetition interest.

The Debtors entered into an amended and restated second lien
credit agreement dated as of December 19, 2005, with financial
institutions from time to time parties thereto, Silver Point
Finance LLC, as administrative agent for the second lien lenders,
and the other agents party thereto.  As of the Petition Date, the
aggregate outstanding second lien loan obligations totalled
approximately $196.5 million.  The amounts outstanding on account
of the second lien credit facility continue to accrue postpetition
interest.

Douglas M. Foley, Esq., at McGuirewoods LLP, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtors propose to:
(i) grant the prepetition agents valid and perfected replacement
liens on the post-petition collateral; (ii) grant the prepetition
agents administrative expense claims; and (iii) the first lien
agent payment of interest and letter of credit fees at a non-
default rate.

The Debtors propose that interest on the outstanding second lien
loan obligations will accrue post-petition at the non-default
rate, and (i) the portion of the aggregate accrued interest that
is payable pursuant to the second lien credit agreement by
capitalizing that interest and adding it to the outstanding
principal balance of the loans thereunder will continue to be paid
in a manner on the applicable payment dates under the Second Lien
Credit Agreement, and (ii) the remainder of the aggregate accrued
interest will accrue and not be paid in cash during the course of
the Debtors' Chapter 11 cases.

The first lien agent will receive payment in cash of its
reasonable professional fees and expenses under the first lien
credit agreement.

The professional fees and expenses of the second lien agent under
the second lien credit agreement will accrue postpetition.

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

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

                     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 Tavenner & Beran as Conflicts Counsel
---------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Tavenner & Beran, PLC, as conflicts counsel, effective as
of the Petition Date.

Tavenner & Beran will serve along with McGuire Woods LLP, the
Debtors' lead bankruptcy counsel.  Tavenner & Beran will
coordinate with McGuireWoods and with the Debtors' other
professionals to minimize any duplication of effort.

Tavner & Beran will:

     (a) represent the Debtors in matters where McGuireWoods has
         a perceived and actual conflict of interest or is
         otherwise unable to represent the Debtors; and

     (b) other matters in which the Debtors determine to consult
         with Tavenner & Beran because of its particular strength
         in a given area, provided that Tavenner & Beran does not
         duplicate work being performed by McGuireWoods.

Tavner & Beran will be paid $340 to $350 per hour for its
services.

Paula S. Beran, a member at Tavenner & Beran, 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).  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.  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 FTI Consulting as Financial Advisor
--------------------------------------------------------------
Workflow Management, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ FTI Consulting, Inc., as financial advisor and consultant
effective as of the Petition Date.

FTI will, among other things:

     a) assist management and the Board of Directors in managing
        the various aspects of the execution of a Chapter 11
        filing;

     b) assist and provide support to the Debtors and their other
        professional advisors in negotiations with potential
        investors, banks and other secured lenders, the
        unsecured creditors committee appointed in any chapter 11
        cases, the U.S. Trustee, other parties-in-interest and
        professionals hired by the same, as requested;

     c) assist and support the Debtors in cash flow monitoring and
        projections, cash collateral arrangements and any related
        reporting, as required; and

     d) advise and assist the Debtors in their preparation of
        analyses and monitoring of historical, current and
        projected financial affairs, as required.

FTI will be paid based on the hourly rates of its personnel:

       Senior Managing Director                $820-885
       Directors/Managing Directors            $620-775
       Associates/Consultants                  $255-585

Gina Gutzeit, FTI Senior Managing Director, 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).  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.  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: Moody's Downgrades Default Rating to 'D'
-------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Workflow Management, Inc., to D from Caa3 and the
Corporate Family Rating to Ca from Caa3.  The downgrades follow
Workflow's commencement of proceedings under Chapter 11 of the
U.S. Bankruptcy Code on September 29, 2010.  Subsequent to the
actions, all of Workflow's ratings will be withdrawn because the
company has entered bankruptcy.

Moody's downgraded these ratings:

  -- Corporate Family Rating, to Ca from Caa3
  -- Probability of Default Rating, to D from Caa3

Moody's affirmed these ratings (and revised the LGD point
estimates as noted):

  -- First lien revolving credit facility, Caa1 (to LGD1, 9% from
     LGD2, 23%)

  -- First lien term loan due 11/30/11, Caa1 (to LGD1, 9% from
     LGD2, 23%)

  -- Second lien term loan due 11/30/12, Ca (to LGD3, 48% from
     LGD4, 65%)

                        Ratings Rationale

Workflow'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 Workflow's core industry and Workflow's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Dayton, Ohio, Workflow Management, Inc., is a
provider of managed print and promotional production and
fulfillment solutions sources.  In 2009, the company reported
revenue of approximately $662 million.


YRC WORLDWIDE: Board Approves Reverse Stock Split
-------------------------------------------------
The board of directors of YRC Worldwide Inc. has approved a
reverse stock split of the Company's common stock at a ratio of
one-to-25.

On September 30, 2010, the Company filed with the Secretary of
State of Delaware a Certificate of Amendment to its Certificate of
Incorporation to:

    i) effect the reverse stock split of the Company's common
       stock at a ratio of one-to-25 and

   ii) reduce the authorized shares of the Company's capital stock
       to 85,000,000 shares, of which 5,000,000 shares shall be
       preferred stock, $1.00 par value and 80,000,000 shares
       shall be common stock, $0.01 par value.

The reverse stock split will be effective on NASDAQ on October 1,
2010. Fractional shares will not be issued in connection with the
reverse stock split.  Stockholders who otherwise would hold
fractional shares will be entitled to a cash payment in respect of
such fractional shares.  Fractional shares will be collected and
pooled by the Company's transfer agent and sold in the open market
and the proceeds will be allocated to the stockholders' respective
accounts pro rata in lieu of fractional shares.

The reverse stock split will reduce the number of shares of Common
Stock available for issuance under the Company's employee and
director equity plans in proportion to the reverse stock split
ratio.  Under the terms of the Company's outstanding equity
awards, the reverse stock split would cause a reduction in the
number of shares of Common Stock issuable upon exercise or vesting
of such awards in proportion to the reverse stock split ratio and
would cause a proportionate increase in the exercise price of such
awards to the extent they are stock options.  The number of shares
of common stock issuable upon exercise or vesting of outstanding
equity awards will be rounded to the nearest whole share and no
cash payment will be made in respect of such rounding.

                        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.


* FDIC Plans to Auction Loans Totaling $1.12 Billion
----------------------------------------------------
Bloomberg News reports that the Federal Deposit Insurance Corp.
plans to seek bids for about $1.12 billion of commercial and
residential real estate loans as part of the agency's sale of
assets seized from failed banks.

According to Bloomberg, the scheduled sales are composed of about
$773 million in residential acquisition, development and
construction loans and $351 million of debt related to commercial
properties, according to preliminary announcements dated Sept. 30
and obtained by Bloomberg News.

Cushman & Wakefield Inc. and UniCorp Services Inc. are the
marketing agents for the sealed-bid auctions.

Bloomberg relates that the FDIC has completed at least 18
structured-asset sales, auctioning stakes in loans with a total
face value of $21.2 billion, since May 2008, according to data on
its Web site and purchaser announcements.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                            Total
                                                 Total     Share-
                                   Total       Working   Holders'
                                  Assets       Capital     Equity
  Company         Ticker           ($MM)         ($MM)      ($MM)
  -------         ------          ------       -------   --------
AUTOZONE INC      AZO US         5,571.6        (452.1)    (738.8)
LORILLARD INC     LO US          3,140.0       1,654.0      (54.0)
DUN & BRADSTREET  DNB US         1,632.5        (475.7)    (783.9)
MEAD JOHNSON      MJN US         2,032.0         357.5     (509.3)
BOARDWALK REAL E  BOWFF US       2,364.5           -        (64.6)
BOARDWALK REAL E  BEI-U CN       2,364.5           -        (64.6)
TAUBMAN CENTERS   TCO US         2,560.9           -       (510.5)
NAVISTAR INTL     NAV US         9,418.0       2,011.0   (1,040.0)
CHOICE HOTELS     CHH US           390.2        (291.4)     (97.0)
WEIGHT WATCHERS   WTW US         1,090.1        (344.4)    (693.5)
SUN COMMUNITIES   SUI US         1,167.4           -       (123.0)
TENNECO INC       TEN US         2,980.0         286.0      (47.0)
UNISYS CORP       UIS US         2,714.4         366.1   (1,080.1)
WR GRACE & CO     GRA US         4,053.3       1,257.7     (229.5)
CABLEVISION SYS   CVC US         7,631.6           3.8   (6,183.6)
MOODY'S CORP      MCO US         1,957.7        (134.2)    (491.9)
IPCS INC          IPCS US          559.2          72.1      (33.0)
UNITED CONTINENT  UAL US        20,134.0      (1,590.0)  (2,756.0)
a
THERAVANCE        THRX US          232.4         180.2     (126.0)
VENOCO INC        VQ US            709.1          14.1     (118.6)
DISH NETWORK-A    DISH US        9,031.0         608.6   (1,580.3)
HEALTHSOUTH CORP  HLS US         1,756.1         112.5     (429.9)
CHENIERE ENERGY   CQP US         1,769.5          37.3     (503.5)
VECTOR GROUP LTD  VGR US           850.0         288.8      (19.6)
NATIONAL CINEMED  NCMI US          725.5          90.2     (381.7)
OTELCO INC-IDS    OTT-U CN         333.3          25.6       (1.2)
INCYTE CORP       INCY US          493.7         340.3     (104.8)
PROTECTION ONE    PONE US          562.9          (7.6)     (61.8)
ARVINMERITOR INC  ARM US         2,817.0         313.0     (909.0)
OTELCO INC-IDS    OTT US           333.3          25.6       (1.2)
CARDTRONICS INC   CATM US          472.6         (25.3)      (2.1)
UNITED RENTALS    URI US         3,574.0          24.0      (50.0)
JUST ENERGY INCO  JE-U CN        1,780.6        (470.0)    (279.3)
DISH NETWORK-A    EOT GR         9,031.0         608.6   (1,580.3)
LIBBEY INC        LBY US           794.2         144.4      (11.7)
KNOLOGY INC       KNOL US          648.0          48.7      (13.5)
TEAM HEALTH HOLD  TMH US           828.2          80.0      (37.8)
INTERMUNE INC     ITMN US          161.4          84.7      (46.5)
REGAL ENTERTAI-A  RGC US         2,575.0        (219.7)    (283.5)
DOMINO'S PIZZA    DPZ US           418.6          88.0   (1,263.1)
BOSTON PIZZA R-U  BPF-U CN         110.2           2.3     (117.7)
REVLON INC-A      REV US           776.3          76.9   (1,011.8)
AFC ENTERPRISES   AFCE US          114.5          (0.2)      (4.0)
FORD MOTOR CO     F US         183,156.0     (23,512.0)  (3,541.0)
GRAHAM PACKAGING  GRM US         2,096.9         228.4     (612.2)
WORLD COLOR PRES  WC CN          2,641.5         479.2   (1,735.9)
SALLY BEAUTY HOL  SBH US         1,517.1         345.6     (523.9)
WORLD COLOR PRES  WCPSF US       2,641.5         479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN        2,641.5         479.2   (1,735.9)
JAZZ PHARMACEUTI  JAZZ US           97.3         (24.2)     (16.3)
SUPERMEDIA INC    SPMD US        3,261.0         522.0      (22.0)
PETROALGAE INC    PALG US            6.1          (8.9)     (47.4)
COMMERCIAL VEHIC  CVGI US          276.9         111.2      (10.4)
ALASKA COMM SYS   ALSK US          627.4          15.0      (11.3)
US AIRWAYS GROUP  LCC US         8,131.0        (220.0)    (168.0)
BLUEKNIGHT ENERG  BKEP US          297.3        (431.2)    (149.9)
FORD MOTOR CO     F BB         183,156.0     (23,512.0)  (3,541.0)
AMER AXLE & MFG   AXL US         2,027.7          31.7     (520.4)
RURAL/METRO CORP  RURL US          288.5          34.6     (101.2)
CENTENNIAL COMM   CYCL US        1,480.9         (52.1)    (925.9)
HALOZYME THERAPE  HALO US           51.5          38.3      (14.1)
MORGANS HOTEL GR  MHGC US          774.4          50.5       (4.3)
RSC HOLDINGS INC  RRR US         2,690.2        (120.0)     (33.8)
LIONS GATE        LGF US         1,592.9        (783.4)      (1.6)
SINCLAIR BROAD-A  SBGI US        1,539.8          52.1     (170.4)
NPS PHARM INC     NPSP US          193.8         129.0     (179.5)
CC MEDIA-A        CCMO US       17,286.8       1,240.8   (7,209.3)
MANNKIND CORP     MNKD US          239.6          11.0     (137.7)
QWEST COMMUNICAT  Q US          18,959.0        (424.0)  (1,241.0)
AMR CORP          AMR US        25,885.0      (2,015.0)  (3,930.0)
MITEL NETWORKS C  MITL US          624.5         162.6      (48.1)
ACCO BRANDS CORP  ABD US         1,064.0         242.5     (125.6)
SANDRIDGE ENERGY  SD US          3,128.7        (109.4)    (118.5)
PALM INC          PALM US        1,007.2         141.7       (6.2)
GENCORP INC       GY US            981.8         150.8     (224.9)
NEXSTAR BROADC-A  NXST US          584.5          33.0     (187.2)
PDL BIOPHARMA IN  PDLI US          271.5         (66.5)    (434.9)
PLAYBOY ENTERP-A  PLA/A US         189.0         (12.4)     (27.6)
PLAYBOY ENTERP-B  PLA US           189.0         (12.4)     (27.6)
VIRGIN MOBILE-A   VM US            307.4        (138.3)    (244.2)
ARQULE INC        ARQL US          118.5          53.9       (4.1)
CONSUMERS' WATER  CWI-U CN         887.2           3.2     (258.0)
CENVEO INC        CVO US         1,553.4         199.9     (183.8)
WARNER MUSIC GRO  WMG US         3,655.0        (546.0)    (174.0)
GLG PARTNERS-UTS  GLG/U US         400.0         156.9     (285.6)
GLG PARTNERS INC  GLG US           400.0         156.9     (285.6)
LIN TV CORP-CL A  TVL US           783.5          28.7     (156.5)
EPICEPT CORP      EPCT SS           11.4           3.3      (10.2)
STEREOTAXIS INC   STXS US           50.9          (0.2)      (0.8)
EASTMAN KODAK     EK US          6,791.0       1,423.0     (208.0)
GREAT ATLA & PAC  GAP US         2,677.1         (51.0)    (524.0)
HOVNANIAN ENT-B   HOVVB US       1,909.8       1,264.2     (207.4)
EXELIXIS INC      EXEL US          419.7          12.8     (214.7)
ABSOLUTE SOFTWRE  ABT CN           124.3          (5.1)      (2.6)
HOVNANIAN ENT-A   HOV US         1,909.8       1,264.2     (207.4)
PRIMEDIA INC      PRM US           218.9          (5.9)    (102.1)
MAGMA DESIGN AUT  LAVA US           74.6           9.6       (6.1)
DENNY'S CORP      DENN US          296.7         (23.2)    (112.9)
IDENIX PHARM      IDIX US           77.2          38.1       (7.3)
ALEXZA PHARMACEU  ALXA US           71.3          21.0      (28.7)
NEWCASTLE INVT C  NCT US         3,594.5           -       (837.5)
ARRAY BIOPHARMA   ARRY US          159.2          39.4     (116.7)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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