TCR_Public/101008.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 8, 2010, Vol. 14, No. 279

                            Headlines

AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary
AIR MEDICAL: Moody's Assigns 'B2' Corporate Family Rating
AIR MEDICAL: S&P Assigns 'B' Initial Corporate Credit Rating
ALIMENTATION COUCHE-TARD: Moody's Confirms 'Ba1' Senior Rating
ALION SCIENCE: Sells $1.9MM of Common Stock to Employee Trust

AMERICAN INT'L: ILFC Unit Pays Down $2 Billion in Bank Debt
AMERICAN INT'L: Files AIA Preliminary Prospectus with HK Exchange
AMERICAN MORTGAGE: Plan Approved After Narrower Releases
AMERICAN PACIFIC: Moody's Gives Negative Outlook; Affirms Ratings
ANNIE THOMPSON: Case Summary & 10 Largest Unsecured Creditors

APS EQUIPMENT: Voluntary Chapter 11 Case Summary
APS REALTY: Case Summary & 3 Largest Unsecured Creditors
ASSOCIATED MATERIALS: Prices Offering of $730-Mil. in Senior Notes
ATA AIRLINES: Court Denies Objection to Calif. Counties' Claims
AVANTAIR INC: June 30 Balance Sheet Upside-Down by $32.2 Million

BERNARD MADOFF: Family Seeks to Shut Down $200M Lawsuit
BIG CITY: Case Summary & 4 Largest Unsecured Creditors
BLACK CROW: Sues for Subordination of GECC Debt
BLUEGREEN CORP: Unit Reaches $20-Mil. Facility With Nat'l Bank
BROOKE CORP: SpiritBank Must Be Added as Defendant

BRUNO'S SUPERMARKETS: Southern Family to Close 2 Food World Stores
BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB+'
CANNON RANCH: Section 341(a) Meeting Scheduled for Oct. 25
CANNON RANCH: Taps Jennis & Bowen as Bankruptcy Counsel
CHANDRA PAYTON: Case Summary & 10 Largest Unsecured Creditors

CHRIST HARVESTERS: Case Summary & 5 Largest Unsecured Creditors
CLEARWIRE CORP: S&P Puts 'B-' Rating on CreditWatch Negative
COACHMEN INDUSTRIES: Directors Reelected as GAMCO Nominees Barred
COAST CRANE: Essex Rental Balks at Rules for Firm's Auction
COMPLIANCE SYSTEMS: Fails to Pay Dividends on Series B Shares

COSMETIC ESSENCE: Littlejohn Leads Restructuring
D&L HEATING: To Liquidate Under Chapter 7
DALE FINCK: Case Summary & 20 Largest Unsecured Creditors
DANIEL GURKIN: Case Summary & 20 Largest Unsecured Creditors
DAVID FELDMAN: Case Summary & 19 Largest Unsecured Creditors

DENNY'S CORPORATION: Secures $300 Million Credit Facility
DONALD WILKEN: Case Summary & 20 Largest Unsecured Creditors
DREIER LP: Founder's Alimony Dispute Remains in Bankruptcy Court
DRESSER INC: S&P Puts 'B' Rating on CreditWatch Positive
DUPONT FABROS: Moody's Affirms 'Ba2' Corporate Family Rating

DUPONT FABROS: S&P Puts 'B-' Rating on $125 Mil. Preferred Stock
DUVAL DEVELOPMENT: To Liquidate After Partner Goes Bankrupt
EMMIS COMMS: H. Freeman Resignation Effective September 27
ENERGY FUTURE: Oncor Unveils Results of Exchange Offer
ENTERGY ARKANSAS: Moody's Affirms 'Ba1' Preferred Stock Rating

ENVIRO SCAPES: Case Summary & 20 Largest Unsecured Creditors
FGIC CORP: Sharps SP to Discuss Exchange Offer for Securities
FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating
FLESHER WINDOWS: Case Summary & 20 Largest Unsecured Creditors
FRANKLIN WEFALD: Case Summary & 20 Largest Unsecured Creditors

FREDERICK BERG: To Get $50,000 Under Separation Accord
FAIRFIELD SENTRY: Liquidators Seek to Merge Suits Seeking $3.6BB
FLORIDA EASH: Case Summary & 16 Largest Unsecured Creditors
GARLOCK SEALING: Future Claims Rep. Wins Nod to Tap Co-Counsel
GENCORP INC: Aug. 31 Balance Sheet Upside-Down by $230.2-Mil.

GENERAL GROWTH: Files Omnibus Objections to PI Claims
GENERAL GROWTH: John Bucksbaum Not a Member of New GGP Board
GENERAL GROWTH: Updates 6-Year Feasibility Analysis of Spinco
GENERAL MOTORS: GAO Launches Probe of Massive Delphi Pension Cuts
GENERAL MOTORS: Fitch Assigns 'BB-' Issuer Default Rating

GENERAL MOTORS FINANCIAL: Fitch Affirms 'BB-/RR3' Debt Ratings
GOODMAN GLOBAL: Moody's Assigns 'Ba3' Rating on $250 Mil. Loan
GOODMAN GLOBAL: S&P Affirms 'B+' Corporate Credit Rating
GREENWALD TSCHETCO: Case Summary & 8 Largest Unsecured Creditors
HARMAN INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB'

ISE CORPORATION: U.S. Trustee Forms Creditors Committee
ISE CORPORATION: Court Sets Nov. 21 Claims Bar Date
J. L. SMITH: Case Summary & 20 Largest Unsecured Creditors
JB & CAL: Case Summary & 20 Largest Unsecured Creditors
JIGNESH PARIKH: Case Summary & 20 Largest Unsecured Creditors

JIMMY MORRIS: Abused Bankruptcy Process with Serial Filings
JOECELESTIN CIVIL: Section 341(a) Meeting Scheduled for Nov. 1
KENTUCKIANA MEDICAL: Defends Against Lender's Call for Trustee
KIM NAROG: Voluntary Chapter 11 Case Summary
KRONOS INT'L: Files Amended & Restated Bylaws with SEC

LANDRY'S RESTAURANTS: S&P Affirms 'B' Corporate Credit Rating
LAS VEGAS MONORAIL: Asks for Oct. 18 Plan Exclusivity Extension
LEWIS BORRELLI: Case Summary & Largest Unsecured Creditor
LINCOLN SETTLE: Case Summary & 20 Largest Unsecured Creditors
LOWER BUCKS: Has Until January 9 to File Chapter 11 Plan

LYONDELL CHEMICAL: OSHA Fines Equistar Over Ill. Plant Blast
MAAS COS: To Auction Idaho Ethanol Plant on Nov. 10
MELISSA MILLER: Files Schedules of Assets and Liabilities
MELISSA MILLER: Taps Levene Neale to Handle Reorganization Case
MELISSA MILLER: Wants to Use J.P. Morgan Chase's Cash Collateral

METRO-GOLDWYN-MAYER: Soliciting Votes for Prepack Ch. 11 Plan
MGM RESORTS: CityCenter Gets $1.8 Billion Senior Secured Facility
MI DEVELOPMENTS: Moody's Reviews 'Ba1' Rating on Senior Bonds
MICHAELS STORES: Moody's Assigns 'Caa1' Rating on $750 Mil. Notes
MICHAEL WASSON: Case Summary & 10 Largest Unsecured Creditors

MOULTONBOROUGH HOTEL: Case Summary & 20 Largest Unsec. Creditors
MOUNIR BADAWY: Voluntary Chapter 11 Case Summary
NAVISTAR INTERNATIONAL: Fitch Assigns 'BB-' Ratings on Loans
NAVISTAR INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on $225 Mil. Bonds

OMNICOMM SYSTEMS: Amends 2009 Annual Report to Correct Errors
PACIFIC AVENUE: EpiCentre Owners Drop Suit v. Regions Bank
PACIFIC AVENUE: Hearing on Examiner Request Moved to Oct. 29
PACIFIC AVENUE: Drops Suit Against Regions Bank Over Disputed Loan
PENSACOLA BEACH: Case Summary & 7 Largest Unsecured Creditors

PMA COMPANIES: Moody's Upgrades Senior Debt Rating From 'Ba3'
POLYMER GROUP: S&P Changes CreditWatch on Ratings to Negative
PRINCETON AMBULATORY: Case Summary & Largest Unsecured Creditor
PROLOGIS: To Sell 180 Properties to Blackstone for $1 Billion
PROTEIN SOLUTIONS: Files for Bankruptcy Protection

PROTOSTAR INC: Judge Approves Liquidation Plan
PRP INC: Closes Three Arby's Restaurants in Rome, Georgia
QOC I LLC: Wells Fargo Seeks Dismissal of Chapter 11 Case
QUARRY POND: Creditors to Recover 100% in 15 Years Under New Plan
RADLAX GATEWAY: No-Credit-Bid Auction Denied by Court

RENFRO CORP: S&P Raises Corporate Credit Rating to 'B'
RICHARD HVIZDAK: Case Summary & 5 Largest Unsecured Creditors
RIVER ROAD: No-Credit-Bid Auction Denied by Court
ROB WHITTLE: Lender Acquires Property for Over $25 Million
ROBERT JONES: Case Summary & 3 Largest Unsecured Creditors

ROCK US: Proposed Sale Deals May Chill Bidding, Says U.S. Trustee
ROCK US: Trustee Says 'Match' Right Chills Bidding
SALLY BEAUTY: Beauty Systems Group Acquires Aerial Company
SAREENA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
SAVANNAH OUTLET: Files for Chapter 11 in Hometown

SEDONA DEVELOPMENT: Wants Add'l. 30 Days to File Chapter 11 Plan
SEWARD LODGING: Case Summary & 14 Largest Unsecured Creditors
SL GREEN: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes
SOHO 25: Voluntary Chapter 11 Case Summary
SONOMA VINEYARD: Files Schedules of Assets and Liabilities

ST. STEPHEN'S: Case Summary & 20 Largest Unsecured Creditors
STANLEY NEWQUIST, III: Case Summary & Creditors List
STARFIRE SYSTEMS: Two Suitors to Challenge Palladium
STEPHEN ADAMS: Case Summary & 15 Largest Unsecured Creditors
SUPERIOR ACQUISITIONS: Sec. 341(a) Meeting Scheduled for Oct. 22

TANGLEWOOD FARMS: Perdue Buys Grain Elevation Property
THINKFILM LLC: Declared, Together With Capital Films, as Insolvent
TIGER TRUCK: Files for Bankruptcy, to Close Poteau Plant
TONI BRAXTON: Files for Chapter 7 in Los Angeles
TOOLS-4-HIRE: Wells Fargo Entitled to Adequate Protection Payments

TOUSA INC: Directors Lose Motion to Dismiss Creditor Suit
TRADITIONAL JUDAISM: Seeks Court Permission to Cut Tree
TRONOX INC: Equity Committee Drops Plan; Mgt. Plan Goes Forward
TRONOX INC: Removal Period Extended Until March 31
TRONOX INC: Wins Nod to Ink Goldman Replacement Facility

TROPICANA ENT: Fee Auditor Gives Recommendations on Applications
TROPICANA ENT: Wants Order Finding Castilleja Claims Discharged
TUTOR PERINI: Moody's Assigns 'Ba2' Corporate Family Rating
UNIGENE LABORATORIES: Names Gregory Mayes as Vice President
UNITED CONTINENTAL: Files Registration Statement Amendment

UNIVISION COMMUNICATIONS: Fitch Rates Issuer Default Rating at 'B'
UNIVISION COMMUNICATIONS: Moody's Changes Outlook to Stable
VALLEJO, CALIF: Bankruptcy Challenge on Hold for Several Months
VENTILEX USA: Case Summary & 20 Largest Unsecured Creditors
VIKING SYSTEMS: Has About 58 Million of Common Shares Outstanding

WASHEX INC: To Sell Assets at Texas Plant to Liquidator
WASHINGTON MUTUAL: Bondholders Drop Objection, Settle for $335MM
WASHINGTON MUTUAL: Proposes Deal with Benefit Plan Participant
WASHINGTON MUTUAL: Continues to Face Mortgage Pass-Through Claims
WHITE RIVER: Case Summary & 10 Largest Unsecured Creditors

WILLIAM MCGAHEN: Case Summary & 20 Largest Unsecured Creditors
WINCHESTER ON THE RIVER: Case Summary & Largest Unsecured Creditor
W.R. GRACE: Supreme Court Rejects Plea to Block Libby Suits
W.R. GRACE: Proposes Federal Insurance Settlement
W.R. GRACE: Has 1.3 Million Shares in Synthetech

* Chapter 11 Filings Increase by 20% in September 2010
* Restructuring Pros See Opportunity for Luxury Hotel Investors
* Speculative-Grade Default Rate Falls to 4% in Third Quarter
* UBS Director Says Some Green Technology Firms to Collapse

* Sonnenschein Nath Changes Name to SNR Denton US LLP

* BOOK REVIEW: Dangerous Dreamers - The Financial Innovators From
               Charles Merrill to Michael Milken

                            *********

AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Affordable Housing Mississippi LLC
        9261 Highway 178
        Olive Branch, MS 38654

Bankruptcy Case No.: 10-14827

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@harrisgeno.com

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

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

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

The petition was signed by Robert K. Farrar, manager.


AIR MEDICAL: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Air Medical Group Holdings B2
corporate family and probability of default ratings.  At the same
time, Moody's also assigned a B2 rating to Air Medical's proposed
$545 million senior secured notes due 2018.  The proposed notes in
combination with new equity will be used to purchase Air Medical
by Bain Capital Partners, LLC.  The rating outlook is stable.

These ratings and LGD assessment have been assigned:

  -- Corporate Family Rating at B2;
  -- Probability of Default Rating at B2;
  -- $545 million senior secured notes at B2 (LGD4, 55%);

                        Ratings Rationale

The B2 rating reflects Air Medical's high leverage at close to 6
times at the close of the transaction.  In addition, the rating is
also constrained by the company's still relatively small size and
the relatively large bad debt expense, principally tied to the
self-pay portion of Air Medical's revenues.  Offsetting factors
are the company's historically strong EBITDA margins and its
position as the largest independent provider of community-based
air ambulance services in the U.S.

The stable ratings outlook reflects Moody's expectations that
modest earnings improvement and free cash flow generation should
enable Air Medical's key credit metrics to improve at a pace that
solidifies its positioning within the B2 rating category.

Moody's could raise Air Medical's rating if it generates more
robust earnings and cash flow from operations through increase in
scale and profitability, and the company maintains a moderately
levered balance sheet with adjusted total debt/EBITDA of less than
4.0x on a sustainable basis.

While not anticipated in the near term, Air Medical's ratings
could be downgraded if the company's financial policies become
oriented towards shareholder distribution, or the Company
undertakes a transforming acquisition which increases execution
risks, such that Debt-to-EBITDA leverage increases above 6.0x.

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

Air Medical is the largest independent provider of air medical
services in the world, operating through three subsidiaries, Air
Evac Lifeteam, Med-Trans Corporation and EagleMed, which
collaborate with leading hospital systems, medical centers and EMS
agencies to offer improved access to emergency medical care.


AIR MEDICAL: S&P Assigns 'B' Initial Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
preliminary corporate credit rating to Lewisville, Texas-based Air
Medical Group Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' preliminary issue-level
rating and '4' preliminary recovery rating to Air Medical's
$545 million senior secured notes.  The 'B' issue rating is the
same as the corporate credit rating.  The preliminary recovery
rating of '4' indicates the expectation of average (30%-50%)
recovery in the event of default.  The company intends to use the
proceeds from the $545 million issuance and sponsor common equity
to fund an LBO from the existing financial sponsors.

Air Medical, provider of emergency air medical transportation
mostly to rural communities, is being purchased by Bain Capital in
a highly leveraged transaction.

"The company's rating reflects its high debt leverage, limited
historical cash flow generation, and a narrow operating focus in a
fragmented and competitive market that is exposed to reimbursement
and regulatory risk," said Standard & Poor's credit analyst Rivka
Gertzulin.


ALIMENTATION COUCHE-TARD: Moody's Confirms 'Ba1' Senior Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Alimentation Couche-Tard
Inc.'s Ba1 senior subordinate rating as the company has abandoned
its $2 billion all-cash bid for Casey's General Stores, Inc. The
rating was placed under review for possible downgrade on April 12,
2010 as the bid had the potential to elevate ACT's adjusted
leverage to over 4x in Moody's view.  With ACT choosing to let its
bid expire rather than engage in a bidding war following the
presentation of a higher offer by 7-Eleven, Moody's now expect the
company's adjusted leverage will remain between 3x-3.5x through
the near term.  While Moody's expects ACT to pursue further
acquisitions, Moody's does not expect them to be nearly as large
as their bid for Casey's nor does Moody's expect that ACT will
renew its bid for Casey's in the near term.  Consequently, the
outlook has been revised to stable from under review for possible
downgrade.

ACT's Ba1 senior subordinate rating considers its significant
economies of scale due its size as one of the largest players in
the highly fragmented convenience store industry.  The company has
proven to be an efficient operator, capable of producing favorable
results even during economic downturns.  ACT's solid credit
metrics support the rating, particularly given the relative
stability of the company's various financial metrics despite its
acquisitive history.  Key credit challenges include sales
concentration in the high-volume, low-margin categories of
gasoline and tobacco, the significant capital investment necessary
to maintain an appealing store base, and the company's appetite
for leveraged acquisitions.

The stable outlook reflects Moody's expectation that ACT's key
credit metrics will not deviate materially from current levels as
incremental debt capacity created by earnings growth and cash flow
is likely to be consumed by future acquisitions or share
repurchases.

Should ACT demonstrate continued stability in its results while
sustaining an adjusted Debt/EBITDA ratio below 3x through its
future growth aspirations, upward rating movement would be
considered.

Downward rating action would be considered should ACT pursue a
material acquisition or return cash to shareholders such that
DEBT/EBITDA approaches 4x or free cash flow/debt is sustained in
the low single digits.

Alimentation Couche-Tard Inc., headquartered in Laval, Quebec,
Canada, owns and licenses 5,869 convenience stores across North
America, of which 4,401 are company operated, under the "Circle
K", "Couche-Tard", "Mac's", and other banners.  Revenue for the
last twelve months ending July 18, 2010, was about $17.0 billion.


ALION SCIENCE: Sells $1.9MM of Common Stock to Employee Trust
-------------------------------------------------------------
Alion Science and Technology Corporation has sold approximately
$1.9 million of common stock to the Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust.

The per share price to be ascribed to the common stock for the
sale will be determined in a valuation of the common stock to
be performed as of September 30, 2010.  The trustee of the
ESOP trust, State Street Bank & Trust Company, has engaged an
independent third-party valuation firm to assist in establishing a
value for the Company's common stock as of September 30, 2010.

The Company expects the valuation to be completed by November 9,
2010.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

The Company's balance sheet at June 30, 2010, showed
$643.59 million in total assets, $156.97 million in total current
liabilities, $272.09 million in senior secured notes,
$245.90 million in senior unsecured notes, $5.08 million in
accrued compensation, $752,000 in accrued postretirement benefits
obligations, $7.87 million in non-current portion of lease
obligations, $35.61 million in deferred income taxes, $151.37
million in redeemable common stock, $20.78 million in common stock
warrants, a $238,000 accumulated other comprehensive loss and an
accumulated deficit of $252.62 million.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.

Moody's said in March 2010, "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


AMERICAN INT'L: ILFC Unit Pays Down $2 Billion in Bank Debt
-----------------------------------------------------------
International Lease Finance Corporation, a wholly owned subsidiary
of American International Group, Inc., on Thursday announced the
repayment of a $2 billion bank loan.

This bank loan was issued as a revolving line of credit in October
2005 which was unutilized until September 2008 when it was fully
drawn.  Since that time, ILFC has been able to increase its
liquidity position by more than $12.5 billion, through the
issuance of debt, extension of debt and sales of aircraft.

ILFC Chief Financial Officer, Fred Cromer, commented, "These funds
were borrowed at a time when ILFC was facing uncertainty in the
financing markets. All of our banks supported us at a critical
time. Now that we are in a much stronger liquidity position we are
paying this maturity with cash on hand. This provides our core
relationship banks with more flexibility to support us in the
future."

ILFC Chief Executive Officer, Henri Courpron, continued, "ILFC's
financial position keeps improving. Better access to the financial
markets, attracting new talent to complement an outstanding team
already in place, and efficient marketing allow us to manage the
business in such a way that our industry leadership is without
question."

As reported by the Troubled Company Reporter on August 24, 2010,
The Wall Street Journal's Serena Ng and Daniel Michaels said ILFC
repaid a $3.9 billion government loan ahead of schedule and now
expects to fund itself without support from AIG.  ILFC had
completed a $4.4 billion sale of debt to institutional investors.
Most of the money raised was used to repay a 2009 loan from the
Federal Reserve Bank of New York to help ILFC meet obligations at
the time.

                           About ILFC

ILFC is the international market leader in the leasing and
remarketing of advanced technology commercial jet aircraft to
airlines around the world.  ILFC owns a portfolio consisting of
approximately 950 jet aircraft.

                           *     *     *

ILFC carries Moody's Investors Service's B1 corporate family
rating.  According to the Troubled Company Reporter on August 13,
2010, Moody's said ILFC's B1 CFR is based on strengths including
its competitive positioning in the aircraft leasing industry,
modern aircraft fleet and history of earnings growth.  ILFC's
rating also incorporates one notch of rating uplift associated
with support from AIG.  Constraints on the firm's rating and
rating outlook concern operating pressures resulting from the
economic downturn and its effect on lease rates, lease renewals
and aircraft valuations, as well as Moody's view that AIG support
will likely diminish over time.  Moody's said that it will monitor
ILFC's evolving operational and funding strategies and their
effect on its credit profile, particularly in light of recent
changes in the ILFC management team.

ILFC has extended the maturity of $2.2 billion of its revolving
bank facility to 2012 from 2011 and obtained additional covenant
flexibility with respect to pledging assets for additional secured
financings.

ILFC carries Standard & Poor's "BBB-/Negative/--" corp. credit
rating, and Fitch's 'BB' long-term issuer default rating.

                             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.


AMERICAN INT'L: Files AIA Preliminary Prospectus with HK Exchange
-----------------------------------------------------------------
American International Group Inc. said, on October 4, 2010, a
preliminary prospectus was filed with the Hong Kong Stock Exchange
with respect to the initial public offering of AIA Group Limited.

A full-text copy of the AIA Preliminary Prospectus is available
for free at http://ResearchArchives.com/t/s?6c39

                             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.


AMERICAN MORTGAGE: Plan Approved After Narrower Releases
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Martin Glenn in New York
confirmed a Chapter 11 plan for American Mortgage Acceptance Co.
that established a template for the extent of third-party releases
that Judge Glenn in New York is willing to allow.

Mr. Rochelle relates that at a hearing in June, Judge Glenn
refused to approve American Mortgage's disclosure statement
because the plan would have given blanket releases to officers and
directors, in the process prohibiting suits by shareholders and
creditors.  American Mortgage revised the plan.  Judge Glenn
signed a confirmation order early this week approving the plan
which contains more narrow releases for third parties.

BankruptcyData.com reports that under the Plan, the Debtor will
transfer certain assets to Taberna Preferred Funding I in
satisfaction of Taberna's $25 million in claims against the
Debtor.  The old common stock of the Debtor will be cancelled, and
the reorganized Debtor will issue the new common stock to C-III
Capital Partners, in satisfaction of C-III's $93 million in claims
against the Debtor.  Any administrative claims, allowed tax
claims, allowed priority non-tax claims and allowed unsecured
claims other than the claims of C-III and Taberna will be paid in
full under the Plan.  Holders of existing equity interests will
receive no distribution under the Plan, and all equity interests
will be cancelled.  The Debtor will maintain REIT status, and as
soon as practicable after the effective date, the Debtor will
issue new preferred shares to raise capital to fund ongoing
operations.

                       About American Mortgage

American Mortgage Acceptance Co. is a New York-based real estate
investment trust.  It filed for Chapter 11 protection on April 26,
2010 (Bankr. S.D.N.Y. Case No. 10-12196).  Carol A. Felicetta,
Esq., at Reid and Riege, P.C., and Sherri D. Lydell, Esq., and
Teresa Sadutto-Carley, Esq., at Platzer, Swergold, Karlin, Levine
Goldberg & Jaslow, LLP, assist the Company in its restructuring
effort.  The Company scheduled assets totaling $6,366,680 and
debts totaling $119,968,443 as of the Petition Date.


AMERICAN PACIFIC: Moody's Gives Negative Outlook; Affirms Ratings
-----------------------------------------------------------------
Moody's Investors Service moved the outlook on American Pacific
Corporation's ratings to negative from stable and affirmed its
ratings.  The change in outlook reflects concerns over the
company's ability to remain in compliance with its financial
covenants without securing an additional amendment to its
revolving credit facility.

This summarizes AMPAC's ratings:

American Pacific Corporation

Ratings affirmed:

* Corporate family rating -- B2
* Probability of default rating -- B2
* $105mm Gtd senior unsecured notes due 2015 -- B3 (LGD4, 57%)
* Speculative grade liquidity rating -- SGL-4

AMPAC has experienced volatility in its sales and earnings from
quarter to quarter that impacts its ability to meet its leverage
and interest coverage covenants under its revolving credit
facility due 2012.  The company recently disclosed (in a Form 8-K
filed September 27, 2010) that it amended its credit agreement's
interest coverage covenant for the quarters ending September 30,
2010 through June 30, 2011, reducing the required coverage from
2.50 times to 2.00 times.  However, the amendment did not address
the requirement to maintain a leverage ratio below 5.25 times on a
quarterly basis.  The move to a negative outlook reflects Moody's
concerns that the amended covenants will not provide the company
with sufficient flexibility to comply with its financial covenants
over the next year, the fact that it has not resolved the issue to
date and the limited visibility Moody's have of demand for AMPAC's
products.  The erratic order patterns of the company's ammonium
perchlorate business with the defense and aerospace markets and
its Fine Chemicals segment are having a much larger impact on the
company's liquidity.  The lack of a more robust portfolio of
commercialized prescription drug ingredients will likely continue
to negatively impact the company's quarter to quarter financial
performance into 2012.

AMPAC's SGL-4 (weak) speculative grade liquidity rating reflects
the decreasing cushion the company has with respect to its
financial covenants, potential that it will not be able to comply
with the financial covenants over the next year as well as the
lack of readily available alternate sources of liquidity.  AMPAC
has not used its revolver to fund its ongoing operations.  Its
cash balances ($32 million as of June 30, 2010) could be
sufficient to meet its liquidity needs over the next twelve
months, but may not provide sufficient backup liquidity in the
case of unforeseen circumstances.  As a result, Moody's would
expect the company to seek an outcome that provides backup
liquidity beyond that afforded by its current cash balances.  The
SGL-4 rating and negative outlook could be revised after the
company achieves a long-term solution that addresses the potential
non-compliance with its financial covenants.

The ratings could be lowered if AMPAC failed to maintain a cash
balance of at least $20-25 million until it renegotiates the
financial covenants under the revolving credit facility or
replaces it such that the company would have a viable long-term
alternative committed source of liquidity.  Additionally, Moody's
would expect the company generate sufficient earnings (EBITDA
greater than $25 million) to maintain credit metrics supportive of
the current B2 Corporate Family Rating.

Moody's most recent announcement concerning the ratings for AMPAC
was on August 9, 2010, when Moody's moved the Corporate Family
Rating to B2 from B1 and the speculative grade liquidity rating to
SGL-4 from SGL-3, following disappointing June 2010 quarter
results and the announcement by the company that it was reducing
its revenue and earnings guidance for FY2010..

American Pacific Corporation manufactures chemical and aerospace
products, including active pharmaceutical ingredients, perchlorate
chemicals used primarily in space propulsion, in-space propulsion
products, Halotron, a clean fire extinguishing agent, sodium azide
and water treatment equipment.  AMPAC, headquartered in Las Vegas,
Nevada, had revenues of $194 million for the twelve months ending
June 30, 2010.


ANNIE THOMPSON: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Annie Bell Thompson
          aka Annie Bell-Mitchell Thompson
        1049 Poplar Road
        Newnan, GA 30265

Bankruptcy Case No.: 10-13764

Chapter 11 Petition Date: October 4, 2010

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

Debtor's Counsel: W. Kevin Snyder, Esq.
                  LACY & SNYDER LLP
                  P.O. Box 3709
                  Peachtree City, GA 30269
                  Tel: (770) 486-8445
                  Fax: (770) 486-8889
                  E-mail: kevin@lacysnyder.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-13764.pdf


APS EQUIPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: APS Equipment, LLC
        54722 Chelsea Court
        Elkhart, IN 46514

Bankruptcy Case No.: 10-34711

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: John W. VanLaere, Esq.
                  JONES OBENCHAIN, LLP
                  600 KeyBank Building
                  P.O. Box 4577
                  South Bend, IN 46634-4577
                  Tel: (574) 233-1194
                  E-mail: jvl@jonesobenchain.com

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

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

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

The petition was signed by Lopa Shah, member.


APS REALTY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: APS Realty, LLC
        1523 Evergreen Place
        Elkhart, IN 46514

Bankruptcy Case No.: 10-34712

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: John W. VanLaere, Esq.
                  JONES OBENCHAIN, LLP
                  600 KeyBank Building
                  P.O. Box 4577
                  South Bend, IN 46634-4577
                  Tel: (574) 233-1194
                  E-mail: jvl@jonesobenchain.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-34712.pdf

The petition was signed by Lopa Shah, member.


ASSOCIATED MATERIALS: Prices Offering of $730-Mil. in Senior Notes
------------------------------------------------------------------
Associated Materials LLC said that Carey Acquisition Corp. and
its subsidiary priced an offering of $730 million in aggregate
principal amount of 9.125% senior secured notes due 2017 at an
issue price of 100% of the principal amount of the Notes.

The Notes will be offered in a private placement to "qualified
institutional buyers" in the United States defined in Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States pursuant to Regulation S under the Securities Act.
The sale of the Notes is expected to close on or about October 13,
2010.

The net proceeds from the offering of the Notes will be used,
in part, to finance the previously announced acquisition of the
parent company of Associated Materials, LLC by affiliates of
Hellman & Friedman, LLC, and the offering of the Notes is
conditioned upon the contemporaneous closing of the acquisition.
Upon completion of the offering and the acquisition, the Notes
will become obligations of Associated Materials, LLC.  The Notes
will be guaranteed by all of the direct and indirect domestic
subsidiaries of Associated Materials, LLC that guarantee the new
senior secured asset-based revolving credit facility that is
expected to be entered into in connection with the acquisition.

The Notes and the guarantees will be secured by first-priority
liens on substantially all of Associated Materials, LLC's and the
guarantors' assets, subject to certain exceptions and permitted
liens. Subject to certain exceptions, the Notes and the guarantees
will also be secured by second-priority liens on Associated
Materials, LLC's and the guarantors' assets that secure the new
ABL facilities, including receivables and inventory and related
general intangibles, certain other related assets and proceeds
thereof.

                   About Associated Materials

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

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

                          *     *     *

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

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


ATA AIRLINES: Court Denies Objection to Calif. Counties' Claims
---------------------------------------------------------------
The California Counties of Alameda, Los Angeles, and San
Bernardino filed proofs of claim in the 2008 bankruptcy case of
ATA Airlines, Inc., for property taxes arising from the presence
of Debtor's aircraft in the Counties for the fiscal year July 1,
2008 through June 30, 2009.  The Debtor objected because it ceased
operations prior to the Tax Year having returned nearly all of its
aircraft by May 15, 2008, prior to the commencement of the Tax
Year. The Counties each timely filed a Response.  The Debtor filed
a Reply. On June 3, 2009, the Court held a hearing on the Motion
to Determine Tax Liability.  It was brought to the Court's
attention at that hearing that the Debtor was appealing the tax
determination of Alameda County to the Alameda County Assessment
Appeals Board and that the appeal had been set for a hearing.  The
Court entered an Order on June 9, 2009, denying the Debtor's
Motion without prejudice to reassert after the Alameda County
Assessment Appeals Board hearing date.  The Plan Trustee filed the
Notice of Intent to Reassert Debtor's Objection on April 8, 2010.

In his October 4, 2010 ruling, the Hon. Basil H. Lorch, III, holds
that California property taxes are determined by ownership of
property on the lien date (January 1) for the next tax year.  Ad
valorum taxes for mobile personal property, such as certificated
aircraft, are assessed based on a formula which incorporates the
use of a representative period. Sale or disposal of property after
the conclusion of the representative period does not affect the
property owner's tax liability for ensuing tax year.

Accordingly, Judge Lorch finds that there is no cause to alter the
representative period used to determine the Debtor's tax liability
as set forth in the Counties' proofs of claim.  Therefore, the
Counties' proofs of claim are allowed as filed.  The Debtor's
Objection is overruled.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on January 31, 2006.  The Debtors'
emerged from bankruptcy on February 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor was represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., served as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acted as its financial
advisors.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.  The First Amended Chapter
11 Plan was confirmed on March 26, 2009.  The Plan became
effective March 31, 2009.


AVANTAIR INC: June 30 Balance Sheet Upside-Down by $32.2 Million
----------------------------------------------------------------
Avantair, Inc. filed its annual report on Form 10-K, reporting a
net loss of $4.0 million on $143.0 million of revenue for the
fiscal year ended June 30, 2010, compared with a net loss of
$4.5 million on $136.8 million of revenue for the fiscal year
ended June 30, 2009.

The Company has suffered recurring losses resulting in a
stockholders' deficit of approximately $32.2 million and a working
capital deficiency of $43.9 million as of June 30, 2010, and a
stockholders' deficit of $36.0 million and a working capital
deficiency of $49.2 million as of June 30, 2009.  The Company
discloses that it may not be able to generate sufficient net
revenue from its business in the future to achieve or sustain
profitability.

The Company's balance sheet at June 30, 2010, showed
$131.6 million in total assets, $149.2 million in total
liabilities, $14.6 million in Series A convertible preferred
stock, and a stockholders' deficit of $32.2 million.

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

               http://researcharchives.com/t/s?6c32

                       About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- is engaged in the sale of
fractional ownership interests in, and flight hour card usage of,
professionally piloted aircraft for personal and business use, and
the management of its aircraft fleet.  According to AvData,
Avantair is the fifth largest company in the North American
fractional aircraft industry.  As of June 30, 2010, Avantair
operated 55 aircraft within its fleet, which is comprised of 46
aircraft for fractional ownership, 5 company owned core aircraft
and 4 leased and company managed aircraft.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.


BERNARD MADOFF: Family Seeks to Shut Down $200M Lawsuit
-------------------------------------------------------
Lawyers for family members of Bernard L. Madoff sought to fend off
a litigation trustee's $200 million avoidance action on Wednesday,
arguing that the Ponzi schemer's sons should be lauded -- not sued
-- for turning in their father, Bankruptcy Law360 reports.

Paul Weiss Rifkind Wharton & Garrison LLP attorney Martin
Flumenbaum, who is representing Madoff's sons Mark D. and Andrew
H. Madoff, argued for the dismissal of the suit, according to
Law360.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of August 13, 2010, a total of US$5,578,441,409 in claims by
investors has been allowed, with US$715,602,064 to be paid by the
SIPC.  Investors are expected to receive additional distributions
from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and in liquidated some
of those assets for the benefit of customers, totaling
US$1,183,779,811 as of November 2009.


BIG CITY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Big City Construction, Inc.
        101 Cascades
        St. Simons Island, GA 31522

Bankruptcy Case No.: 10-21313

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Robert H. Baer, Esq.
                  LAW OFFICE OF ROBERT H. BAER
                  P.O. Box 1792
                  Brunswick, GA 31521
                  Tel: (912) 264-3120
                  Fax: (912) 265-8337
                  E-mail: robertbaer@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gasb10-21313.pdf

The petition was signed by Benjamin Robert Clark, Jr., president.


BLACK CROW: Sues for Subordination of GECC Debt
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Black Crow Media Group LLC has commenced a lawsuit against
General Electric Capital Corp., the secured lender owed $38.9
million at the outset of the reorganization in January.  According
to the report, relying on what it called "misconduct" by GECC
before and during the Chapter 11 case, Black Crow is asking the
bankruptcy court to subordinate the lenders' claim and prevent
GECC from voting on a reorganization plan.  Black Crow also wants
damages for abuse of legal processes by Stamford, Connecticut-
based GECC.

Mr. Rochelle relates that Black Crow's suit comes after a
complaint GECC filed in late August asking the bankruptcy judge to
declare that substantive consolidation of all the companies is
improper.  According to GECC, Black Crow wants creditors to have
claims against one pot of assets rather than against the
individual companies obligated on the debts.

The bankruptcy judge said in July that Black Crow's exclusive
right to propose a plan wouldn't be extended beyond Nov. 8 "unless
truly extraordinary circumstances occur which could not have been
reasonably anticipated."  In March, Black Crow defeated a motion
by GECC to dismiss the case or allow foreclosure.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection in January, two days
before a hearing in U.S. district court where GECC was seeking
appointment of a receiver following default on term loans and a
revolving credit.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP,
assist the Company in its restructuring effort.  The Company
estimated assets of $10 million to $50 million and debts of $50
million to $100 million in its Chapter 11 petition.


BLUEGREEN CORP: Unit Reaches $20-Mil. Facility With Nat'l Bank
--------------------------------------------------------------
Bluegreen Corporation said its 51% owned consolidated subsidiary,
Bluegreen/Big Cedar Vacations LLC, entered into a $20.0 million
timeshare receivables hypothecation facility with National Bank of
Arizona.

Bluegreen said it has guaranteed the full payment and performance
of Bluegreen/Big Cedar in connection with the Facility.  The
Facility provided for an 85% advance on eligible receivables which
were pledged under the Facility at closing, subject to customary
terms and conditions.  All principal and interest payments
received on pledged receivables are applied to principal and
interest due under the Facility, with the remaining balance due in
September 2017.

Indebtedness under the Facility bears interest adjusted monthly at
the 30-day London Interbank Offered Rate plus 5.25%, subject to a
floor of 6.75%.  The Facility includes affirmative, negative and
financial covenants and events of default.

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.


BROOKE CORP: SpiritBank Must Be Added as Defendant
--------------------------------------------------
In Albert A. Riederer, Chapter 7 Trustee of Brooke Corporation, v.
Logan Wildlife Corporation, The Leland Orr Self Directed IRA
Account, and The Robert Orr Self Directed IRA Account, Adv. Proc.
No. 09-6070 (Bankr. D. Kansas), the Chapter 7 Trustee sued to
avoid fraudulent transfers under 11 U.S.C. Secs. 544 and 548 and
K.S.A. 33-204 and -205, and to recover transferred property or the
value of the property for the benefit of the estate under Sec.
550.  The Defendants argued that the Complaint should be dismissed
because the initial transferee, SpiritBank, is not a defendant.

The Hon. Dale L. Somers denies the Defendants' Motion to Dismiss.
Judge Somers says SpiritBank is a necessary party, and the Chapter
7 Trustee is ordered to join SpiritBank as a party, if such
joinder is feasible.  If joinder is not feasible, the Chapter 7
Trustee will so inform the Court, and further proceedings will be
held to make the determinations required by Federal Rule of Civil
Procedure 19(b).

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

http://www.leagle.com/unsecure/page.htm?shortname=inbco20101006763

Albert Riederer was appointed special master of Brooke Corporation
in prepetition federal court proceedings. Shortly after Brooke
Corporation filed for Chapter 11 bankruptcy protection (Bankr. D.
Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer
was appointed Chapter 11 Trustee.  When the case was converted to
Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7
Trustee.  On October 29, 2008, the Court granted a motion to
jointly administer the bankruptcies of Brooke Corporation, Brooke
Capital Corporation, and Brooke Investment, Inc., with the Brooke
Corporation bankruptcy case being the lead case.


BRUNO'S SUPERMARKETS: Southern Family to Close 2 Food World Stores
------------------------------------------------------------------
Dawn Kent at The Birmingham News reports that Southern Family
Markets plans to close two Food World stores it bought out of
bankruptcy last year.

Southern Family Markets spokeswoman Julie Mann told Birmingham
News that the stores, located at 518 Pelham Parkway in Pelham and
309 Main Street in Trussville, will close on or before Nov. 6,
2010.  The stores have a combined 87 employees.

According to the Birmingham News, the stores are among 31 Bruno's
and Food World stores Southern Family purchased last year
following the bankruptcy of their former owner, Bruno's
Supermarkets LLC.

"Since that time we have spent an immense amount of human and
financial capital on these stores in an attempt to make them
successful," The Birmingham News cited Ms. Mann as saying in an
email.  "However, because of the effects of the current
challenging economic environment, it has become necessary to close
these stores and liquidate the inventory at these locations."

Mr. Mann noted that Food Worlds continue to operate in Homewood
and Alabaster, The Birmingham News adds.

                      About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.  The
current owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor. Bruno's estimated between $100 million and
$500 million each in assets and debts in its Chapter 11 petition.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
for $45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Buckeye Technologies Inc. to 'BB+' from 'BB'.  The
rating outlook is stable.

At the same time, S&P withdrew its 'BB' issue-level rating and '4'
recovery rating on Buckeye's senior notes due 2013.  This action
follows the company's announcement that it has redeemed these
securities through borrowings under its revolving credit facility
and cash on hand.

"The upgrade reflects Standard & Poor's view that favorable
operating conditions and the likelihood of continued debt
reduction from free cash flow generation will allow Buckeye to
maintain credit metrics at a level more consistent with the 'BB+'
rating given S&P's assessment of its fair business profile," said
Standard & Poor's credit analyst Tobias Crabtree.  Specifically,
S&P expects the company will be able to maintain leverage at or
below its current level of approximately 2.1x as of June 30, 2010,
over the next 12 to 18 months.  S&P's rating outlook also
incorporates the expectation that the company's financial policy
remains modest toward increased shareholder rewards or
acquisitions.

The stable rating outlook reflects S&P's view that favorable
operating conditions, reflecting an expected gradual recovery in
economic conditions and consumer spending, are likely to allow
Buckeye to maintain its credit measures at a level consistent with
the 'BB+' rating.  S&P's ratings outlook incorporates the
expectation of an at least 20% improvement in EBITDA from its June
30, 2010, level of about $125 million, and that the company will
continue to use free cash flow to reduce debt, resulting in
adjusted debt to EBITDA being maintained below 2x.

At this time, S&P considers a ratings downgrade to be unlikely
given its view of the company's intermediate financial risk
profile and its assessment that cushion exists at the 'BB+' rating
to absorb a decline in fluff pulp and specialty fiber demand or
prices.  For a lower rating, S&P thinks debt to EBITDA would need
to increase to around 3.5x on a sustained basis, which S&P thinks
would be more in line with a significant financial profile and a
'BB' rating given the company's fair business risk profile.

A ratings upgrade is unlikely at this time given S&P's assessment
of Buckeye's business profile as fair.  However, S&P could
consider raising the rating to investment grade if, in its view,
Buckeye strengthens its business risk profile and widens its cash
flow generating capability through prudently managed and financed
growth initiatives, including internal expansion or acquisitions
in stable end markets.


CANNON RANCH: Section 341(a) Meeting Scheduled for Oct. 25
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Cannon
Ranch, LLC's creditors on October 25, 2010, at 11:30 a.m.  The
meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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

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

Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11
bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10-
23503).  David S. Jennis, Esq., at Jennis & Bowen, P.L., assists
the Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.

Affiliates Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).


CANNON RANCH: Taps Jennis & Bowen as Bankruptcy Counsel
-------------------------------------------------------
Cannon Ranch, LLC, asks for authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Jennis & Bowen,
P.L., as bankruptcy counsel.

J&B will, among other things:

     (a) take necessary action to protect and preserve the estate
         of the Debtor, including the prosecution of actions on
         its behalf, the defense of any actions commenced against
         the Debtor, negotiations concerning any litigation in
         which the Debtor may be involved, and objections, when
         appropriate, to claims filed against the estate;

     (b) prepare any applications, answers, orders, reports,
         and papers in connection with the administration of the
         estate;

     (c) counsel the Debtor with regard to its rights and
         obligations as a debtor-in-possession;

     (d) prepare and file schedules of assets and liabilities; and

     (e) prepare and file a Chapter 11 plan of reorganization and
         corresponding disclosure statement.

The hourly rates of J&B's personnel are:

         Paralegals                   $110-$145
         Attorneys                    $185-$375

David S. Jennis, Esq., a managing member at J&B, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11
bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10-
23503).  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Affiliates Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).


CHANDRA PAYTON: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chandra Wati Payton
        11343 Stevens Avenue
        Culver City, CA 90230

Bankruptcy Case No.: 10-51650

Chapter 11 Petition Date: September 29, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Bl, Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@polarisnet.net

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

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-51650.pdf


CHRIST HARVESTERS: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Christ Harvesters Ministry International, Inc.
        4341 Dallas Highway
        Marietta, GA 30064

Bankruptcy Case No.: 10-89284

Chapter 11 Petition Date: October 1, 2010

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

Debtor's Counsel: John J. McManus, Esq.
                  JOHN J. MCMANUS & ASSOCIATES, P.C.
                  3554 Habersham at Northlake, Building H
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.com

Scheduled Assets: $2,701,200

Scheduled Debts: $4,318,023

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-89284.pdf

The petition was signed by David N. Karanja, CEO.


CLEARWIRE CORP: S&P Puts 'B-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Kirkland, Wash.-based wireless carrier Clearwire Corp., including
the 'B-' corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement is prompted by S&P's view that the
Clearwire faces significant near-term liquidity risks," said
Standard & Poor's credit analyst Allyn Arden.  S&P plans to assess
the company's plans for raising additional capital to fund
operations through 2011 and perhaps longer, as well as its
strategic direction, which appears to us to be evolving.

Clearwire entered 2010 with about $3.8 billion of cash and
equivalents, although S&P expects its cash outflows will be
between $3.0 billion and $3.2 billion for the year, primarily
because of capital spending to build its 4G wireless network.  At
the end of the second quarter of 2010, it had around $2.2 billion
of cash, although it recently raised about $290 million through an
equity rights offering.

"Given the substantial capital spending requirements and expected
operating losses to support the network deployment, S&P believes
that Clearwire's cash balances may reach dangerously low levels in
the first quarter of 2011," added Mr.  Arden.  While new financing
could take the form of spectrum sales or debt issuance, there has
not been any formal announcement from the company's equity
partners, which include Sprint Nextel Corp. (BB-/Negative/--),
Comcast Corp. (BBB+/Stable/A-2), and Time Warner Cable Inc.
(BBB/Stable/--), as to the timing and magnitude of any additional
funding.  S&P believes that ongoing equity infusions from the
partners are critical to the long-term sustainability of
Clearwire's business plans.

"S&P expects to resolve the CreditWatch during the next few months
after evaluating the company's near- and longer-term financing
plans, as well as its strategic direction," concluded Mr.  Arden,
"A downgrade, if any, could exceed one notch."


COACHMEN INDUSTRIES: Directors Reelected as GAMCO Nominees Barred
-----------------------------------------------------------------

In January 2010, Coachmen Industries Inc. received two separate
Notices of Intent to Nominate Directors at the Company's 2010
annual Meeting of Shareholders from GAMCO Asset Management, Inc.
GAMCO amended its Schedule 13D relating to the Company on January
28, 2010 and January 29, 2010 to disclose that it had sent letters
to the Company announcing its intention to recommend up to three
individuals for nomination for election as directors of the
Company at the 2010 annual meeting, and recommending Glenn J.
Angiolillo, Avrum Gray, and Robert S. Prather, Jr. as nominees to
our Board.

After receipt of the notices of nomination, the Board of Directors
determined that the notices of nomination did not provide all of
the information required by the Company's Bylaws.  Because the
notices of nomination were not amended or supplemented to provide
the required information prior to the January 30, 2010 deadline
for nominations for the 2010 annual meeting of shareholders, the
Board of Directors determined that the purported nominations did
not comply with the Company's Bylaws.

Because the Board of Directors determined that the purported
nominations did not comply with the Company's Bylaws, the
Company's Chairman disallowed votes cast for Mr. Angiolillo, Mr.
Gray and Mr. Prather at the 2010 annual meeting of shareholders
held April 29, 2010.

At the 2010 annual meeting of shareholders, Mr. Robert J. Deputy,
Mr. Richard M. Lavers and Mr. Edwin W, Miller were elected to the
Company's Board of Directors for terms ending at the Company's
2013 annual meeting of shareholders.

After considering the foregoing facts, the Company's Board of
Directors determined that it would be in the best interests of the
Company's shareholders to resolve all questions regarding the
validity of the election of directors at the 2010 annual meeting
by calling for a new election of directors at a special meeting of
shareholders held on September 28, 2010.  Each of Mr. Deputy,
Mr. Lavers and Mr. Miller resigned as a member of the Company's
Board, effective immediately prior to election of their respective
successors at the Special Meeting.  The Board of Directors
nominated Mr. Deputy, Mr. Lavers and Mr. Miller to fill the
vacancies created by their resignations.

At the Special Meeting, each of Mr. Deputy, Mr. Lavers and
Mr. Miller was elected to a three-year term expiring in 2013.  The
tabulation of votes for the election of directors:

                        For                  Withheld
                        ---                  --------
    Robert J. Deputy    24,299,087           7,510,263
    Richard M. Lavers   24,104,279           7,705,071
    Edwin W. Miller     24,109,183           7,700,167


Also at the Special Meeting, the shareholders voted on a proposal
to increase the number of the Company's authorized shares to
100,000,000.  The tabulation of votes on the amendment proposal:

              For           Against       Abstain
              ---           -------       -------
              28,003,757    6,162,184     4,749

                     About All American Group

Elkhart, Indiana-based All American Group, Inc., formerly Coachmen
Industries, Inc., (OTC:COHM.PK) says it is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

At June 30, 2010, the Company had total assets of $81.310 million,
total liabilities of $48.104 million, and shareholders' equity of
$33.206 million.

During the first quarter of 2010, the Company failed to meet
certain financial covenants of the credit agreement with H.I.G.
All American LLC.  H.I.G. did not declare the Company to be in
default of any covenant and on April 5, 2010, the Company and
H.I.G. entered into the First Amendment to the Loan Agreement.
H.I.G. waived specified Events of Default that had occurred under
the Loan Agreement dated October 27, 2009 between the Company and
H.I.G. prior to April 5, 2010.

The Company said in its Form 10-Q report for the second quarter of
2010, that operating results for the six month period ended June
30, 2010, failed to meet the revised debt covenants set with
H.I.G. in the First Amendment to the Loan Agreement.  H.I.G. has
waived the covenant defaults through July 31, 2010 in exchange for
a waiver fee and expenses of $800,000 representing the value of
the penalties prescribed in the First Amendment, plus expenses,
and the issuance on August 24, 2010 of the Second Amended and
Restated Tranche B Note.  The Second Amendment provides that the
waiver fee and expenses, plus accrued interest on the convertible
debt thru August 24, 2010 of $800,000, be added to the principal
amount of the convertible note.  As a result of the Second
Amendment, the Tranche B Note has a face value of $12.5 million.

The Board of Directors and H.I.G. are currently in discussions to
work out mutually acceptable agreements for the long-term.  Since
the Company cannot be assured it will be in compliance with the
existing covenants after July 31, 2010 and discussions with H.I.G.
regarding revised covenants are continuing.

                           *     *     *

McGladrey & Pullen LLP, in Elkhart, Indiana, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The auditors noted that
Coachmen has suffered recurring losses from operations and
continues to operate in an industry where economic recovery has
been very slow.


COAST CRANE: Essex Rental Balks at Rules for Firm's Auction
-----------------------------------------------------------
Essex Rental Corp. is objecting to the proposed rules for Coast
Crane Co.'s bankruptcy auction, arguing that they are designed to
"favor" proposed lead bidder Clearlake Capital Group and the
private-investment firm's $80.2 million offer, Dow Jones' DBR
Small Cap reports.

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.


COMPLIANCE SYSTEMS: Fails to Pay Dividends on Series B Shares
------------------------------------------------------------
Compliance Systems Corporation said it failed to pay dividends on
the 1.25 million outstanding shares of its Series B Senior
Subordinated Convertible Voting Preferred Stock that were payable
on the last day of each month during its third fiscal quarter
ended September 30, 2010.

Dividends on the Series B Preferred Stock may only be paid out of
funds legally available for such purpose.  Under Nevada law,
generally, a corporation's distribution to stockholders may only
be made if, after giving effect to such distribution:

   i) the corporation would be able to pay its debts as they
      become due in the usual course of business and

  ii) the corporation's total assets equal or exceed the sum of
      the corporation's liabilities plus the amount that would be
      needed, if the corporation was to be dissolved at the time
      of distribution, to satisfy the preferential rights upon
      dissolution of stockholders whose rights are superior to
      those receiving the distribution.

The Company said, "All of the outstanding shares of Series B
Preferred Stock are held by Barry M. Brookstein, our Chief
Financial Officer and a principal stockholder of our company, and
Spirits Management, Inc., an entity controlled by Brookstein.
Although we have been and currently are legally unable to pay the
Series B Preferred Stock dividends when due, the dividends have
been and are continuing to be accrued until such time as the
monthly dividends can lawfully be paid under Nevada law."

"For our third fiscal quarter of 2010, the amount of dividends not
paid on the Series B Preferred Stock totaled $37,500, consisting
of $15,000 due Brookstein and $22,500 due Spirits.  To compensate
the holders of the outstanding Series B Preferred Stock for the
failure to pay dividends when due, on September 30, 2010, we
granted such holders five-year warrants to purchase shares of our
common stock, par value $0.001 per share, at $0.01 per Dividend
Accrual Warrant Share, at the rate of 100 Deferred Accrual
Warrants for every $1 of dividend accrued during the fiscal
quarter.

"Accordingly, effective as of September 30, 2010, we granted 1.5
million Dividend Accrual Warrants to Brookstein and 2.25 million
Dividend Accrual Warrants to Spirits.  We believe that the grants
of the Dividend Accrual Warrants were exempt from the registration
requirements of the Securities Act, by reason of the exemption
from registration granted under Section 4(2) of the Securities
Act, due to the fact that the grants were conducted pursuant to
transactions not involving any public offering," said the Company.

                     About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.


COSMETIC ESSENCE: Littlejohn Leads Restructuring
------------------------------------------------
Littlejohn & Co. has led a restructuring of Cosmetic Essence Inc.,
a business once owned by Onex Corp., Dow Jones' DBR Small Cap
reports.


D&L HEATING: To Liquidate Under Chapter 7
-----------------------------------------
Aaron Kremer, writing for Richmond BizSense, reports that D&L
Heating and Cooling, located on McCabe Court in Chesterfield,
filed for Chapter 7 liquidation last week.  D&L lists assets of
$12,000 and liabilities of $255,000.  That company is run by Larry
Waye McCage.

The firm is represented by:

          Jeanne Hovenden, Esq.
          ROBERTS & HOVENDEN
          7459 Old Hickory Drive
          Mechanicsville, Virginia 23111
          Tel: (804) 746-4000
               (800) 388-8298
          Fax: (804) 746-4146


DALE FINCK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dale M. Finck
        34 East Cactus Wren Drive
        Phoenix, AZ 85020

Bankruptcy Case No.: 10-31123

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Beth J. Shapiro, Esq.
                  Randy Nussbaum, Esq.
                  NUSSBAUM & GILLIS PC
                  14500 N Northsight Blvd., Ste. 116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: bshapiro@nussbaumgillis.com
                          rnussbaum@nussbaumgillis.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-31123.pdf

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
McKelvey Trucking Co.                  09-28745   11/09/09
McKelvey Truck Leasing                 09-28751   11/09/09
MTC Leasing                            09-_____   11/09/09


DANIEL GURKIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Daniel Brian Gurkin
               Sonya Pope Gurkin
               P.O. Box 423
               Erwin, NC 28339

Bankruptcy Case No.: 10-08118

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtors' Counsel: J.M. Cook, Esq.
                  ATTORNEY AT LAW
                  P.O. Box 2241
                  Raleigh, NC 27602
                  Tel: (919) 675-2411
                  E-mail: J.M.Cook@jmcookesq.com

Scheduled Assets: $871,787

Scheduled Debts: $2,333,503

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08118.pdf


DAVID FELDMAN: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David L. Feldman
          aka ZF Micro Solutions, Inc.
          aka ZF Micro Devices, Inc.
        926 Industrial Avenue
        Palo Alto, CA 94303

Bankruptcy Case No.: 10-60396

Chapter 11 Petition Date: October 4, 2010

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

Judge: Charles Novack

Debtor's Counsel: John L. Mlnarik, Esq.
                  THE MLNARK LAW GROUP, INC.
                  2328 Walsh Avenue, #H
                  Santa Clara, CA 95051
                  Tel: (408)919-0088
                  E-mail: john@mlnariklaw.com

Scheduled Assets: $1,108,947

Scheduled Debts: $2,302,418

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60396.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
ZF Micro Solutions, Inc.              10-60334            10/01/10


DENNY'S CORPORATION: Secures $300 Million Credit Facility
---------------------------------------------------------
Denny's Corporation has secured a $300 million credit facility
that is comprised of a $50 million five year senior secured
revolver and a $250 million six year senior secured term loan in
connection with the amendment and restatement of Denny's existing
senior secured credit facilities.  The new credit facility
provides the Company with increased financial flexibility while
extending the maturities until 2015 and 2016.

"The closing of this amended and restated facility substantially
increases our financial flexibility through the relaxing of
restrictive covenants and an ability to return value to
stockholders over time through debt reduction and additional
measures.  The amended and restated facility is a testament to the
progress we have made over the years to position our Company in a
much more advantageous position both financially and as a leader
in the industry," commented Debra Smithart-Oglesby, Interim Chief
Executive Officer and Board Chair.  "This facility will help us
continue to execute on our strategy of gaining market share and
improving our operating performance over time."

Borrowings for the term loan will bear interest at a rate set at
LIBOR plus 475 basis points, with a LIBOR floor of 1.75%.  The
loan was issued at 98.5%, reflecting an Original Issue Discount.
The credit facility includes an accordion feature that would allow
the Company to increase the size of the facility to $325 million.

A portion of the proceeds of the term loans are being used to
repurchase or redeem the $175 million aggregate principal amount
of 10% Senior Notes due 2012 issued by Denny's Holdings, Inc. a
wholly-owned subsidiary of Denny's Corporation and guaranteed by
Denny's Corporation.  Denny's Holdings had previously announced an
offer to purchase for cash any and all of its Notes and that an
aggregate of $125,266,000 principal amount of its Notes that had
been validly tendered and not validly withdrawn prior to September
22, 2010, at 5:00 p.m., New York City time.

Denny's Holdings has now paid $1,002.50 for each $1,000 principal
amount of the Notes validly tendered on or prior to the Consent
Date, which included a consent payment of $10.00 per $1,000
principal amount of Notes, plus accrued and unpaid interest on the
purchased Notes up to, but not including, September 30, 2010.  The
Tender Offer is scheduled to expire at 11:59 p.m., New York City
time, on October 6, 2010, unless extended.  Any Notes tendered
after 5:00 p.m., New York City time, on September 22, 2010 may not
be withdrawn unless required by law.  The "Tender Offer
Consideration" for each $1,000 principal amount of the Notes
validly tendered after the Consent Date and on or before the
Expiration Time and accepted for purchase will be $992.50.  The
terms and conditions of the Tender Offer are set forth in the
Offer to Purchase and Consent Solicitation Statement dated
September 9, 2010, and the related Consent and Letter of
Transmittal.

Additionally, the Supplemental Indenture dated as of September 22,
2010 among Denny's Holdings, Denny's Corporation, and U.S. Bank
National Association, as trustee, that amends and supplements the
Indenture dated as of October 5, 2004, among Denny's Holdings,
Denny's Corporation and the Trustee has now become operative and
substantially all of the restrictive covenants and certain events
of default contained in the Indenture have been eliminated.

On October 1, 2010, Denny's intends to give a notice of redemption
pursuant to the Indenture providing that it will redeem all Notes
not purchased in the Tender Offer at a redemption price of 100% of
the principal amount thereof, plus accrued and unpaid interest to,
but not including, the redemption date.

                      About Denny's Corporation

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

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

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

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


DONALD WILKEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Donald Wilken
               Tammi Wilken
               P.O. Box 250
               Greenwood, NE 68366

Bankruptcy Case No.: 10-82819

Chapter 11 Petition Date: September 29, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: David Grant Hicks, Esq.
                  POLLAK & HICKS PC
                  6910 Pacific St. #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  E-mail: dhickslaw@aol.com

Scheduled Assets: $967,532

Scheduled Debts: $1,497,215

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-82819.pdf


DREIER LP: Founder's Alimony Dispute Remains in Bankruptcy Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Bankruptcy Judge Stuart M. Bernstein ruled on Oct. 4
in the bankruptcy of Marc Dreier that a bankruptcy court can
interpret an agreement from a matrimonial case with the same
facility as the divorce court.

Mr. Rochelle recounts that Mr. Dreier and his wife separated in
2003, making a settlement at the time calling for the payment of
alimony.  The former wife served a notice of default in December
2008, contending $7.1 million in alimony was accelerated.  The
notice came before an involuntary petition was filed against Mr.
Dreier in January 2009.  The former wife contends that the entire
$7.1 million is a first priority debt in her former husband's
bankruptcy, and that the state matrimonial court was the proper
forum to decide whether the debt was accelerated.  Mr. Dreier's
trustee objected.

According to Mr. Rochelle, Judge Bernstein ruled that the wife is
free to enforce her alimony claim in state court from property
that isn't part of the bankrupt estate.  However, because the
former wife wanted to collect alimony from the bankrupt estate,
Judge Bernstein said the automatic stay applies and precludes her
from taking action in state court.

                         About Dreier LLP

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

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

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

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

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


DRESSER INC: S&P Puts 'B' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings
on Dresser Inc., including the 'B' corporate credit rating, on
CreditWatch with positive implications.

The rating action follows the announcement that General Electric
Co. (AA+/Stable/A-1+) will acquire Dresser for $3 billion.  Terms
of the financing have not been disclosed.  The positive
CreditWatch listing for Dresser reflects GE's superior credit
strength.

Standard & Poor's will resolve the CreditWatch listing once the
transaction closes.  The agreement is subject to regulatory
approval.


DUPONT FABROS: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family and
senior unsecured ratings of DuPont Fabros Technology, Inc and
assigned a (P)Ba3 rating to the REITs preferred equity shelf.  The
rating agency also revised the issuer's rating outlook to positive
from stable, reflecting Moody's expectation that DuPont Fabros
will continue to grow prudently through development and lease-up
of its data centers, while meaningfully reducing secured debt and
increasing the quality and size of the unencumbered property pool.

These ratings were affirmed with a positive outlook:

* DuPont Fabros Technology L.P. -- Ba2 senior unsecured.
* DuPont Fabros Technology, Inc. -- Ba2 corporate family rating.

These ratings were assigned with a positive outlook:

* DuPont Fabros Technology, Inc. -- (P)Ba3 preferred equity shelf.

                        Ratings Rationale

DuPont Fabros' strategy is to grow through the construction and
leasing of its wholesale datacenters.  Development relative to
gross assets at the end of the second quarter this year was 30.1%
and is likely to remain at a high level for the foreseeable
future.  Moody's believes the associated risk and funding
requirements will be mitigated with sufficient liquidity
maintained by the company.  This includes a $100 million unused
line of credit, a low FFO payout ratio which is expected to
average 25% in 2010 and no significant debt obligations coming due
until 2014, after proceeds from DuPont Fabros' new preferred
equity offering are utilized to retire the ACC4 Term Loan due in
October 2011(upon successful placement of the new preferred, to be
issued from the preferred shelf, Moody's expects to assign it a
Ba3 rating).

According to Moody's, DuPont Fabros has enhanced its credit
profile by reducing secured leverage (to 13.9% of gross assets at
June 30 from 34.6% at the end of 2008) and increasing unencumbered
assets to 42.7% of gross assets from nothing over the same period.
Other credit positives include low overall leverage, with debt to
gross assets of 36.0% and net debt / EBITDA of 4.0x as of the end
of the second quarter.  A key risk which somewhat offsets these
factors is concentration of several types: geographic, asset and
tenant.  Moody's anticipates, however, that the company will be
able to improve diversification with successful execution of its
strategy.

Moody's indicated that the ratings would be upgraded with
increased size ($2.5 billion in gross assets), diversity of
tenants and geographical exposure.  In addition, net debt / EBITDA
would need to stay below 5x and secured debt below 10% of gross
assets, with the REIT maintaining fixed charge coverage above 2x
and unencumbered assets above 40% of gross assets.

Moody's would likely revisit the ratings with a negative bias
should the REIT demonstrate an inability to lease newly developed
assets at pro-forma rents in a timely manner, which would lead to
diminished cash flows and negatively impact coverage and leverage
ratios.  Downward ratings pressure would also follow any material
shift in the competitive dynamics of the data center space that
negatively impacts demand.  Other triggers for a downgrade include
any reversion of DuPont Fabros' financing strategy to a secured
platform, resulting in increased secured debt and decreased
unencumbered assets, or the loss of a large, high profile tenant
that leads to weaker credit metrics and possible deterioration in
the company's reputation.

Moody's most recent rating activity with respect to DuPont Fabros
was on December 3, 2009 when the rating agency assigned a (P)Ba2
rating to the issuer with a stable outlook.

DuPont Fabros Technology, Inc., is a real estate investment trust
headquartered in Washington, D.C., and is a leading owner,
developer, operator and manager of wholesale data centers.  The
Company's data centers are highly specialized, secure facilities
used primarily by national and international Internet and
enterprise companies to house, power and cool the computer servers
that support many of their most critical business processes.


DUPONT FABROS: S&P Puts 'B-' Rating on $125 Mil. Preferred Stock
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
proposed $125 million series A preferred stock issued by DuPont
Fabros Technology Inc. The company could upsize the issue to
$150 million and plans to use proceeds from the offering to
partially fund the prepayment of a $197.5 million term loan that
matures in October 2011.

The new preferred stock will rank junior to all existing and
future debt and senior to all common stock.  Holders of the
preferred securities will have no voting rights, but they will
have the option to elect two members to the company's board of
directors in the event that they do not receive six quarterly
dividend payments.  Additionally, nonpayment of preferred
dividends will preclude the company's ability to make dividend
payments on and the repurchase of securities subordinate to the
preferred stock.  The series A preferred shares have no maturity
date and are callable by the company after October 2015.

S&P expects the dividend payment on the company's series A
preferred stock to be higher than the present interest rate (LIBOR
plus 350 basis points) on the term loan being retired, which could
put pressure on fixed-charge coverage.  However, the transaction
moderately reduces the company's exposure to variable-rate debt
and alleviates near-term maturity risk.

S&P's ratings on DuPont Fabros reflect the datacenter REIT's
aggressive financial risk profile, marked by slim debt protection
measures and sizable development pursuits, and its fair business
risk profile, given its smaller, geographically concentrated
operating portfolio, high tenant concentration, strong occupancy,
and good tenant credit quality.  The company's liquidity is
adequate, in S&P's view, to meet its funding needs.

As of June 30, 2010, all seven of DuPont Fabros' operating
properties were fully leased, and all four of its development
projects were fully funded, following a $305 million equity
offering late in the second quarter of 2010.  Leverage and debt-
to-EBITDA had declined to 40% (from 46% in fiscal 2009) and 6.5x
(from 8.4x), respectively, while fixed-charge coverage remained
slim at 1.5x.  Pro forma for the recent transaction and leasing
activity, S&P expects FCC to improve modestly in second-half 2010.
S&P also expect debt levels to rise as the REIT pursues balanced
growth and believe cash flows will remain steady in the near term
due to currently strong average tenant quality and minimal lease
rollovers.

                           Rating List

                   DuPont Fabros Technology Inc.

      Corporate credit                         BB-/Stable/--

                         Rating Assigned

                   DuPont Fabros Technology Inc.

            $125 million series A preferred stock    B-


DUVAL DEVELOPMENT: To Liquidate After Partner Goes Bankrupt
-----------------------------------------------------------
Aaron Kremer, writing for Richmond BizSense, reports that DuVal
Development Inc. on Friday filed for Chapter 7 liquidation -- a
little more than two weeks after one of its development partners,
Hank Wilton, filed for Chapter 11 bankruptcy protection.

The report says DuVal Development lists no assets and unsecured
claims of $442,000.  The report says the biggest local creditors
include People's Bank of Virginia, owed $200,000; Heritage
Electric Corp, owed $66,635; Timmons Group, owed $47,849; and
Hopson, Habernicht & Cave, owed $10,577.

The report notes company president William DuVal said the company
invested in a Henrico residential real estate project with Hank
Wilton.  The project was unable to sell an adequate number of
lots, Mr. DuVal said, and as the project soured, he then wrote a
promissory note to Wilton for $1.5 million.  Mr. DuVal said he
doesn't expect to see much of that note now that Wilton has filed
for Chapter 11.

The report also relates Mr. DuVal said that the entity accounts
for only 5% of his overall business operations. The other 95%
include residential and commercial development under a sole
proprietorship in his name.

DuVal is represented by:

         Roy M. Terry, Jr., Esq.
         DURRETTE BRADSHAW PLC
         Bank of America Center, 16th Floor
         1111 East Main Street
         Richmond, VA 23219
         Telephone: (804) 775-6948
         Facsimile: (804) 775-6911
         E-mail: rterry@durrettebradshaw.com


EMMIS COMMS: H. Freeman Resignation Effective September 27
----------------------------------------------------------
Heath Freeman resigned, pursuant to a Resignation dated May 25,
2010, from his position as a member of the Board of Directors of
Emmis Communications Corporation effective immediately upon the
termination, if any, of the Securities Purchase Agreement, dated
May 24, 2010, by and among Alden Global Distressed Opportunities
Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P.,
Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H.
Smulyan pursuant to Article VIII of the Purchase Agreement.

On September 27, 2010, Alden Media Holdings, LLC delivered a
notice to JS Acquisition LLC pursuant to Section 8.1(c) of the
Purchase Agreement electing to terminate the Purchase Agreement
effective immediately.  Accordingly, Mr. Freeman's resignation
became effective on September 27, 2010.

                           About Emmis

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

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

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

                           *     *     *

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

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


ENERGY FUTURE: Oncor Unveils Results of Exchange Offer
------------------------------------------------------
Oncor announced the expiration and results of its offer to
eligible holders to exchange (1) up to $350,000,000 aggregate
principal amount of Oncor's outstanding 6.375% Senior Secured
Notes due 2012 for a new series of senior secured notes due 2017,
and (2) up to $325,000,000 aggregate principal amount of Oncor's
outstanding 5.95% Senior Secured Notes due 2013 for a new series
of senior secured notes due 2020.

According to Global Bondholder Services Corporation, the exchange
agent for the exchange offer, as of 11:59 p.m., New York City
time, on October 5, 2010, the aggregate principal amount of the
2012 Notes and 2013 Notes validly tendered and not validly
withdrawn was $324.4 million and $126.3 million, respectively.
Oncor has accepted all of the Existing Notes validly tendered and
not validly withdrawn as of the Expiration Date. The settlement
date for the exchange offer is expected to be Friday, October 8,
2010.

Eligible holders who validly tendered and did not validly withdraw
their old notes at or prior to the Expiration Date, will receive
on the Settlement Date the "exchange offer consideration", which
will be, for each $1,000 principal amount of Existing Notes
tendered and accepted for exchange by Oncor, $1,000 principal
amount of 2017 Notes or 2020 Notes, as applicable. The exchange
offer consideration is inclusive of an "early participation
premium" of $30.00 principal amount of applicable New Notes,
payable to eligible holders who validly tendered and who did not
validly withdraw their old notes at or prior to the "early
participation date." As previously announced, Oncor extended the
early participation date from September 21, 2010 to the Expiration
Date.

The New Notes will be issued in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof. The issuance
of New Notes will be rounded down to the nearest $1,000 principal
amount. Oncor will pay any difference in cash on the Settlement
Date.

Consummation of the exchange offer is subject to a number of
conditions, including the absence of certain adverse legal and
market developments. Oncor will not receive any cash proceeds from
the exchange offer.

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

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

                            About Oncor

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

                       About Energy Future

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

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

                          *     *     *

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

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

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

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

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


ENTERGY ARKANSAS: Moody's Affirms 'Ba1' Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service assigned a senior secured rating of A3
to Entergy Arkansas' new issuance of first mortgage bonds, to be
used to refinance outstanding first mortgage bonds.  Concurrent
with this rating assignment, Moody's affirmed all of Entergy
Arkansas' existing ratings, including all senior secured debt at
A3; all senior unsecured debt and its Issuer Rating at Baa2; and
all preferred stock at Ba1.  The rating outlook is stable.

Ratings assigned:

  -- Entergy Arkansas $225 MM First Mortgage Bonds due 2026 at A3.

Ratings affirmed:

  -- Entergy Arkansas' A3 all senior secured; Baa2 all senior
     unsecured and Issuer Rating; and Ba1 all preferred stock.

                        Ratings Rationale

The ratings of Entergy Arkansas reflect the below average
regulatory environment in Arkansas, although its most recent
rate case outcome was an improvement over its last rate case
outcome in 2007.  The new June 2010 rate case settlement included
a $63.7 million rate increase and a 10.2% allowed return on
equity, approximately 40% of the company's revised request.  The
settlement did not include some of the cost recovery mechanisms
requested by the company, however, including a formula rate plan
and transmission rider, that Moody's would have viewed as credit
supportive.  The settlement did allow for a formula rate plan to
be addressed in a separate proceeding.

Regulatory risk at Entergy Arkansas has been largely offset by
financial and cash flow coverage metrics that have historically
been strong for its rating.  These include CFO pre-working capital
interest coverage of between 5.3x and 5.5x and CFO pre-working
capital to debt ranging from 23% to 28% from 2005 through 2008.
Unlike several of its affiliate Entergy utilities, EA has not
exhibited the variability in coverage metrics caused by large
hurricane related costs and subsequent recoveries.  EA's coverage
metrics declined in 2009 to 4.4x CFO pre-working capital interest
coverage and 17.4% CFO pre-working capital to debt due partly to
the rate reduction implemented following the 2007 rate case
decision, which negatively affected cash flow.  The company also
experienced slowing demand and recessionary conditions in its
service territory.  Financial metrics should improve somewhat
following the company's most recent rate settlement and should
continue to remain sufficient to support its current ratings.

The rating also considers ongoing uncertainty over the utility's
continued participation in the Entergy system agreement, the
arrangement among Entergy's operating companies to share
generating capacity and other generating resources.  Because of
EA's concern that its participation in the system agreement may no
longer be cost effective, it submitted its notice in 2005 that it
will terminate its participation in the agreement effective 2013.
The company is considering operating as a stand-alone utility, as
a member of the Southwest Power Pool, or with a successor
agreement with Entergy.  On August 31, 2010, the Arkansas Public
Service Commission issued an order indicating that it thought that
the utility was not completely and expeditiously analyzing the
alternatives to its continued participation in the system
agreement.  The APSC established a speedier procedural schedule
that calls for EA to submit its assessment and recommendation by
April 22, 2011, much earlier than the utility's proposed date of
November 2011.  The utility has indicated that it will meet the
new timetable.

EA relies for the most part on its participation in the Entergy
system money pool for short-term funding needs, maintaining a
small $75 million bank credit facility on its own, which had no
outstandings as of June 30, 2010.  The parent company maintains a
$3.5 billion credit facility expiring in August 2012, which had
approximately $3 billion outstanding as of September 13, 2010.
The parent company has since improved its liquidity position by
reducing its revolver borrowings by approximately $1 billion
following the issuance of senior notes in September.

The rating outlook of Entergy Arkansas is stable, reflecting
Moody's expectation that the company will continue to generate
financial metrics supportive of its current rating, offsetting the
risk associated with operating in a below average regulatory
environment.  It also considers that the most recent rate case
settlement was in improvement over its 2007 rate case outcome and
will allow the company to reverse the decline in financial
metrics, reduce regulatory lag, and earn closer to its allowed
return on equity.  The stable outlook also assumes that the
ongoing dispute over the Entergy system agreement will eventually
be resolved in a manner not detrimental to credit quality.

Ratings could be raised if there is an improvement in the credit
supportiveness of the regulatory environment in Arkansas,
including the implementation of a formula rate plan; if there is a
resolution of the uncertainty surrounding the system agreement; or
if there is a sustainable improvement in coverage metrics,
including CFO pre-working capital interest coverage above 5.0x and
CFO pre-working capital to debt above 25%.  Ratings could be
lowered if the utility experiences adverse regulatory developments
or unsupportive rate case outcomes, if there is a termination of
or any changes to the utility's rate riders that would prevent
full and timely recovery of prudently incurred costs; or if there
is a sustained decline in coverage metrics, including CFO pre-
working capital interest coverage below 4.0x and CFO pre-working
capital to debt below 20% for an extended period.

Entergy Arkansas, Inc., is a public utility headquartered in
Little Rock, Arkansas, and a subsidiary of Entergy Corporation, an
integrated energy company headquartered in New Orleans, Louisiana.


ENVIRO SCAPES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Enviro Scapes, Incorporated
        45051 Industrial Drive
        Fremont, CA 94538

Bankruptcy Case No.: 10-71397

Chapter 11 Petition Date: October 1, 2010

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

Judge: Roger L. Efremsky

Debtor's Counsel: Basil J. Boutris, Esq.
                  LAW OFFICES OF VAUGHT AND BOUTRIS
                  80 Swan Way #320
                  Oakland, CA 94621
                  Tel: (510) 430-1518
                  E-mail: basil@vaughtboutris.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-71397.pdf

The petition was signed by Steven P. Baca, president.


FGIC CORP: Sharps SP to Discuss Exchange Offer for Securities
-------------------------------------------------------------
Sharps SP I LLC disclosed that a conference call will be held on
Tuesday, October 12, 2010 at 11 a.m., New York time, to discuss
the offer to exchange certain residential mortgage-backed
securities and asset-backed securities insured by FGIC.
Participants in the conference call will include counsel to the
New York State Insurance Department, representatives from FGIC
management and certain of its advisors engaged in connection with
the Offer.  Among the topics to be discussed are the consequences
in the event that the conditions to the Offer, which expires on
October 22, 2010, are not satisfied.  Only holders of Eligible
Insured Securities that have previously submitted eligibility
letters confirming their status to participate in the Offer are
invited to participate in the conference call and can obtain the
dial-in information and access code for the conference call by
contacting Global Bondholder Services Corporation at (866) 794-
2200 or (212) 430-3774.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  Paul M. Basta, Esq.,
Brian S. Lennon, Esq., and Patrick J. Nash, Jr., Esq., at Kirkland
& Ellis LLP, serve as counsel to the Debtor.  Garden City Group,
Inc., is the Debtor's claims and notice agent.  The Company
disclosed $11,539,834 in assets and $391,555,568 in liabilities as
of the petition Date.

As reported by the Troubled Company Reporter on August 16, 2010,
FGIC filed a plan of reorganization and disclosure statement.  The
Plan negotiated between FGIC Corp. and its key creditors and
shareholders will allow the FGIC Corp. to cancel debt obligations
in the aggregate amount of $391.5 million.  The Plan provides that
holders of general unsecured claims against FGIC Corp. -- which
include holders of outstanding debt under FGIC Corp.'s prepetition
revolving credit facility and holders of FGIC Corp.'s 6% Senior
Notes due 2034 -- will receive substantially all of its $11.5
million in cash and the common stock in Reorganized FGIC Corp.
The three largest common shareholders of FGIC Corp., representing
over 90% of its common stock, have agreed to the cancellation of
their equity interests pursuant to the Plan and have agreed to
waive general unsecured claims against the estate in the aggregate
amount of $7.2 million.  As agreed upon with FGIC Corp.'s major
creditors, Reorganized FGIC Corp. will be capitalized with no more
than $400,000 to fund its business needs and will continue to
operate as an insurance holding company after the Effective Date
of the Plan.


FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Fort Worth, Texas-
based First American Payment Systems L.P.  The rating outlook is
stable.

At the same time, S&P assigned its preliminary 'B+' issue-level
and '3' recovery ratings to the company's proposed $255 million
first-lien credit facility, consisting of a $225 million term loan
due 2016 and a $30 million revolving credit facility due 2015.
The preliminary '3' recovery rating indicates S&P's expectations
for average (50%-70%) recovery for lenders in the event of a
payment default.  The company intends to use proceeds from the new
senior secured facility, along with $4.5 million of cash on hand,
to refinance its existing debt and to pay a $135 million dividend
to its private-equity sponsor and other shareholders.

"The preliminary ratings on FAPS reflect the company's modest
scale and market share in the highly competitive global payment
processing industry," said Standard & Poor's credit analyst Alfred
Bonfantini, "as well as S&P's expectation that significant
recurring revenues and diverse sales channels will enable the
company to further maintain revenue growth and operating
performance in the near term."

FAPS provides end-to-end payment processing services, as well as
customer service and back-office support services such as fraud
detection, reporting, and chargeback systems, to small-to-midsized
merchants, nonprofits, and governmental agencies.  Through a
combination of licensed and in-house processing technology, FAPS
has largely fixed its transaction-processing cost structure, which
should provide growth-related economies of scale.


FLESHER WINDOWS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Flesher Windows, Inc.
        5992 Lee Street, Suite 3
        Lehigh Acres, FL 33971

Bankruptcy Case No.: 10-23951

Chapter 11 Petition Date: October 1, 2010

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

Judge: David H. Adams

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-23951.pdf

The petition was signed by James J. Flesher, president.


FRANKLIN WEFALD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Franklin Charles Wefald
        915 Ennis Road
        Angier, NC 27501

Bankruptcy Case No.: 10-08068

Chapter 11 Petition Date: October 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  E-mail: bwood@hendrenmalone.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08068.pdf


FREDERICK BERG: To Get $50,000 Under Separation Accord
------------------------------------------------------
Greg Lamm, staff writer at the Puget Sound Business Journal,
reports that Frederick Darren Berg is slated to receive $50,000 to
end his employment at his various business interests, including
his luxury bus companies that are part of his Chapter 11 personal
bankruptcy case.

According to the Business Journal, pursuant to a proposed
separation and non-compete agreement, Mr. Berg would be paid the
$50,000 fee but would continue to assist in two Chapter 11
bankruptcy cases jointly administered by Seattle attorney Diana
Carey and another bankruptcy court trustee.  The agreement is
subject to final court approval.

The Business Journal relates the $50,000 is in addition to the
$70,000 Mr. Berg is being paid to help untangle what happened to
more than $200 million from hundreds of investors who sank money
in his Meridian investment funds.  The Meridian Funds -- which are
the subject of a second Chapter 11 bankruptcy case -- are the
target of a criminal investigation.

The Business Journal relates Ms. Carey said she and Mr. Berg had
agreed to draw Mr. Berg's exit fee from the sale of a Cadillac
Escalade that Mr. Berg owned.  Mr. Berg's assets, including his
vehicles, a yacht, corporate jets and Mercer Island mansion have
been sold or slated for sale.  According to the report, Ms. Carey
said that Mr. Berg's $50,000 separation fee is in the best
interest of creditors because of Mr. Berg's assistance. An
agreement from Mr. Berg not to compete or solicit customers,
vendors or employees may help preserve the value of the bus
companies, Ms. Carey said in her court filing.

                     About Frederick Berg

Frederick Darren Berg filed for Chapter 11 on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of more
than $10 million and liabilities between $1 million and $10
million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.


FAIRFIELD SENTRY: Liquidators Seek to Merge Suits Seeking $3.6BB
----------------------------------------------------------------
Bankruptcy Law360 reports that Fairfield Sentry Ltd., the largest
feeder fund in Bernard L. Madoff's massive fraud, is looking to
consolidate some 140 actions seeking $3.6 billion from banks,
insurers and other financial firms that it says received payments
from the convicted fraudster's investment firm.

Law360 says the two court-appointed Sentry liquidators asked Judge
Burton R. Lifland of the U.S. Bankruptcy Court for the Southern
District of New York to consolidate dozens of adversary.

                       About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Madoff pleaded guilty to 11 federal crimes and admitted to
turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of August 13, 2010, a total of $5,578,441,409 in claims by
investors has been allowed, with $715,602,064 to be paid by the
SIPC.  Investors are expected to receive additional distributions
from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and in liquidated some
of those assets for the benefit of customers, totaling
$1,183,779,811 as of November 2009.


FLORIDA EASH: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Florida O. Eash
          dba D'Flo Management
          dba Fairway View Apartments
         fdba Rhinostars, LLC
          dba College Heights Apartments
          dba Dennis's American Mini Storage
        3455 Brandon James Dr.
        Biloxi, MS 39532-9401

Bankruptcy Case No.: 10-52285

Chapter 11 Petition Date: September 28, 2010

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

Judge: Neil P. Olack

Debtor's Counsel: David L. Lord, Esq.
                  DAVID L. LORD AND ASSOCIATES, P.A.
                  2300 24th Avenue
                  Gulfport, MS 39501
                  Tel: (228) 868-5667
                  Fax: (228) 868-2554
                  E-mail: lordlawfirm@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mssb10-52285.pdf


GARLOCK SEALING: Future Claims Rep. Wins Nod to Tap Co-Counsel
--------------------------------------------------------------
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, received the Court's authority to
retain Grier Furr & Crisp, PA, as his co-counsel.

As the FCR's co-counsel, Grier Furr will:

  (a) advise and consult with respect to the FCR's powers and
      duties;

  (b) prepare and file on behalf of the FCR all necessary
      applications, motions, answers, objections, responses,
      reports and other legal papers in connection with the
      Debtors' Chapter 11 cases as authorized by the FCR;

  (c) appear on behalf of and represent the FCR in these Chapter
      11 cases at hearings, and other meetings and proceedings,
      as appropriate;

  (d) advise, assist and represent the FCR regarding all aspects
      of any Chapter 11 plan and any plan confirmation process;

  (e) represent and advise the FCR with respect to any contested
      matter, adversary proceeding, lawsuit or other proceeding
      in which the FCR may become a party or otherwise appear in
      connection with the Debtors' Chapter 11 cases; and

  (f) provide legal advice and perform legal services with
      respect to other issues relating to those legal services
      and as may be appropriate in connection with the Debtors'
      Chapter 11 cases.

Grier Furr's professionals will be paid according to their
customary hourly rates:

          Title                   Rate per Hour
          -----                   -------------
          Partner                  $425 to $295
          Associates               $295 to $175
          Paraprofessionals            $140

Grier Furr professionals likely to work on this matter are:

      Name                  Title           Rate per Hour
      ----                  -----           -------------
      Joseph W. Grier, III  Member               $425
      A. Cotten Wright      Member               $310
      Anna S. Gorman        Staff Attorney       $295
      Kay Buffaloe          Paralegal            $140

Grier Furr will also be reimbursed for expenses incurred.

A. Cotten Wright, Esq., at Grier Furr & Crisp, PA --
cwright@grierlaw.com -- relates that Mr. Grier serves as the
court-appointed receiver In re State of North Carolina ex rel. Roy
Cooper, Attorney General vs. Peerless Real Estate Services, Inc.,
et al, 07-CVS-009006, Wake County, North Carolina, Superior Court.
Rayburn, Cooper & Durham, P.A., represents Mr. Grier in that case.
Although Rayburn Cooper also represents the Debtors in these
Chapter 11 cases, no connection exists between the Debtors'
Chapter 11 cases and the civil action, she says.  Ms. Wright adds
that Grier Furr appeared as local counsel for Natalie Ramsey,
Esq., of Montgomery, McCracken, Walker & Rhoads, LLP, in
representing two law firms whose personal injury clients were
appointed to the Official Committee of Unsecured Creditors.  This
brief representation was limited to appearing at two hearings, Ms.
Wright relates.

Ms. Wright assures the Court that Grier Furr is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Garlock Sealing

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

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

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

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

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



GENCORP INC: Aug. 31 Balance Sheet Upside-Down by $230.2-Mil.
-------------------------------------------------------------
GenCorp Inc. filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission.

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

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

As reported in the Troubled Company Reporter on Oct. 4, 2010, the
Company said in an earnings release that net income for the third
quarter ended August 31, 2010, was $2.8 million compared to net
income of $10.3 million for the third quarter of 2009.  The
Company recorded $210.7 million in revenue for three months ended
Aug. 31, 2010, compared with $201.4 million in three months ended
Aug. 31, 2009.

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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6c3b

                        About GenCorp Inc.

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

                           *     *     *

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

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


GENERAL GROWTH: Files Omnibus Objections to PI Claims
-----------------------------------------------------
General Growth Properties Inc. and its units have filed omnibus
objections to a number of personal injury claims.

In their 45th omnibus claims objection, the the Debtors oppose 76
personal injury claims and ask the Court to:

  (i) deem the claims to be disputed;

(ii) require those personal injury claims that were in
      litigation before the Petition Date to be determined and
      liquidated in the administrative or judicial tribunals in
      which they were or are pending;

(iii) require those personal injury claims that were not in
      litigation before the Petition Date to be determined and
      liquidated in any administrative or judicial tribunal of
      appropriate jurisdiction; and

(iv) authorize the Debtors to remove these claims from the
      claims register to facilitate the timely conclusion of the
      claims administration process in the Court, but without
      prejudice to the personal injury claimants' rights to
      pursue their claims in non-bankruptcy courts or the right
      to receive payment in accordance with the confirmed plans
      of reorganization if claims are adjudicated or otherwise
      resolved in the claimants' favor.

The Debtors also seek to disallow and expunge 32 personal injury
claims because those claims are barred by the applicable statute
of limitations and were duplicative of other claims filed by the
same personal injury claimant in these Chapter 11 cases.

The Debtors further seek to reclassify 49 claims totaling
$24,058,927, against the correct debtors.

A schedule of the claims subject to the 45th Omnibus Claims
Objection is available for free at:

        http://bankrupt.com/misc/ggp_45thOOClaimsSched.pdf

In their 46th to 50th omnibus objection to claims, the Debtors are
asking the Court to:

  (1) deem about 114 claims to be disputed and:

      -- require those personal injury claims that were in
         litigation before the Petition Date to be determined
         and liquidated in the administrative or judicial
         tribunals in which they were or are pending;

      -- require those personal injury claims that were not in
         litigation before the Petition Date to be determined
         and liquidated in any administrative or judicial
         tribunal of appropriate jurisdiction; and

      -- authorize the Debtors to remove these claims from the
         claims register to facilitate the timely conclusion of
         the claims administration process in the Court, but
         without prejudice to the personal injury claimants'
         rights to pursue their claims in non-bankruptcy courts
         or the right to receive payment in accordance with the
         confirmed plans of reorganization if claims are
         adjudicated or otherwise resolved in the claimants'
         favor.

      Schedules of the claims are available for free at:

        http://bankrupt.com/misc/ggp_46thOONoLiabiltyClaims.pdf
        http://bankrupt.com/misc/ggp_47thOONoLiabilityClaims.pdf

  (3) disallow and expunge 116 claims because they were filed
      against the wrong Debtors or are duplicative of other
      claims, lists of which are available for free at:

        http://bankrupt.com/misc/ggp_46thOONoLiabiltyClaims.pdf
        http://bankrupt.com/misc/ggp_47thOODuplicativeClaims.pdf

  (4) deem 10 claims for $514,947,216, to be disputed, a list of
      which is available for free at:

         http://bankrupt.com/misc/ggp_48thOOClaimsSched.pdf

  (3) disallow and expunge 193 claims totaling $5,927,273, filed
      by tenants for which the Debtors have no liability, lists
      of which are available for free at:

        http://bankrupt.com/misc/ggp_49thOOClaimsSched.pdf
        http://bankrupt.com/misc/ggp_50thOOClaimsSched.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: John Bucksbaum Not a Member of New GGP Board
------------------------------------------------------------
General Growth Properties, Inc. (NYSE: GGP) announced individuals
that will comprise the nine-member Board of Directors of the new
GGP.  The Board will assume its responsibilities following GGP's
emergence from bankruptcy, currently scheduled for early November.

"I am honored to lead the board of directors at the start of this
exciting new chapter for GGP.  The company is well positioned to
pursue its attractive future growth prospects upon emergence,"
said Bruce Flatt, who will serve as Chairman of the Board
effective post emergence.  "I am also looking forward to working
with such a talented group of board members, who bring a variety
of industry as well as financial expertise to the table."

The following individuals will be members of the GGP Board of
Directors:

    * Ric Clark -- Chief Executive Officer of Brookfield
      Properties

    * Mary Lou Fiala -- Former Chairman and current member of
      the Board of Trustees of International Council of Shopping
      Centers (ICSC); Member of the Board of Directors at
      Macquarie Global Growth Trust; Member of the Board of
      Directors at Build-A-Bear Workshop; Member of the Board of
      Directors at Flat Out Crazy, an Asian restaurant; Former
      President and Chief Operating Officer of Regency Centers
      Corporation

    * Bruce Flatt -- Senior Managing Partner and Chief Executive
      Officer of Brookfield Asset Management

    * John Haley -- Current member of GGP's Board of Directors;
      Retired Partner, Transaction Advisory Services (TAS) at
      Ernst & Young LLP

    * Cyrus Madon -- Senior Managing Partner at Brookfield Asset
      Management responsible for restructuring and lending
      Activities

    * Adam Metz -- Chief Executive Officer of General Growth
      Properties, Inc.

    * David Neithercut -- President and Chief Executive Officer
      and a member of the Board of Trustees of Equity
      Residential, one of the nation's largest REITs as measured
      by equity market capitalization

    * Sheli Rosenberg -- Currently lead director of General
      Growth Properties; Retired Chief Executive Officer,
      President and Vice Chairwoman of Equity Group Investments,
      Inc., a Chicago-based, privately held investment company

    * John G. Schreiber -- President of Centaur Capital
      Partners, Inc. and a Partner and Co-Founder of Blackstone
      Real Estate Advisors; Former Chairman and CEO of JMB Urban
      Development Co.

                           *     *     *

Before the announcement of the new board of reorganized GGP, it
was widely reported that the company's chairman John Bucksbaum
will not be part of the board.  Indeed, GGP's Joint Plan of
Reorganization contemplated Mr. Flatt to chair New GGP's board.

Kris Hudson of The Wall Street Journal notes that Mr. Bucksbaum
privately campaigned for a seat on boards of either New GGP or
Spinco, but the committee in charge of the selection decided not
to name him a director, citing people familiar with the matter.
According to those people, the committees wanted to separate the
new company from the troubles of the past, those people said, Mr.
Hudson states.

Mr. Hudson relates that GGP's board removed Mr. Bucksbaum as
CEO in October 2008 for failure to inform the board of about
$100 million of loans his family trust made to two GGP executives
to help them cover margin calls on their GGP stock holdings.  Mr.
Bucksbaum remained as the board's chairman but will lose that post
when the new board is impaneled, Mr. Hudson says.

Indeed, Mr. Bucksbaum was GGP's CEO at the time GGP was "piled on
debt" that led to its bankruptcy in April 2009, Reuters notes.

Mr. Hudson comments that it is rare in the U.S. mall industry for
a founding family to have no governing role in its company.  He
notes that founders or their heirs hold executive and board posts
at each of the other five largest mall owners.

Despite the lack of seat in the new board, the Bucksbaums will
still own 7% of GGP's stock upon the company's emergence from
bankruptcy, Mr. Hudson adds.

                       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: Updates 6-Year Feasibility Analysis of Spinco
-------------------------------------------------------------
General Growth Properties, Inc., and 125 of its debtor affiliates
submitted to Judge Allan L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2010,
exhibits to the Third Amended Joint Plan of Reorganization.

            Corporate Structure and Reorganization

The Plan Debtors prepared organizational charts depicting:

  (i) the organizational structure of GGP, as well as certain
      joint ventures in which the company holds ownership
      interests, as of the Petition Date;

(ii) the organizational structure of GGP, as well as certain
      joint ventures in which the company holds ownership
      interests, as of October 1, 2010 following the corporate
      restructuring transactions contemplated in the Joint Plan
      of Reorganization of the debtor-subsidiaries;

(iii) the proposed organizational structure of Reorganized
      General Growth following the corporate restructuring
      transactions contemplated in the 3rd Amended Plan; and

(iv) the proposed organizational structure of Spinco and its
      subsidiaries and affiliates.

Full-text copies of the Organization Charts are available for
free at http://bankrupt.com/misc/ggp_OrganizationCharts.pdf

In conjunction with the implementation of the 3rd Amended Plan,
the Plan Debtors submitted diagrams that describe the
contemplated merger, dissolution or consolidation of certain
entities by the Plan Debtors pursuant to the 3rd Amended Plan, as
well as the proposed spin-off of Spinco.  For each Plan Debtor,
the diagram includes, where applicable:

  (a) a description of all corporate acts and property
      transfers, if any, necessary to implement the
      reorganization;

  (b) a structure chart showing the current corporate structure,
      combined with an illustration of the proposed corporate
      reorganization, if any; and

  (c) a structure chart showing the projected corporate
      structure upon emergence.

Full-text copies of the diagrams are available for free
at http://bankrupt.com/misc/ggp_CorporateReorg.pdf

                Updated Financial Information

The Plan Debtors detail sources and uses of cash of the Plan
Debtors and their subsidiaries on the effective date of the 3rd
Amended Plan.  In connection, the Plan Debtors prepared an
analysis of Sources and Use of Cash as of September 30, 2010 and
November 8, 2010, the targeted Effective Date.  A full-text copy
of the Sources and Uses of Cash Analysis is available for free
at http://bankrupt.com/misc/ggp_CashActivityAnalysis.pdf

The Plan Debtors also prepared updated financial projections for
New GGP for the six-year period:

                 New GGP's Statement of Income
                        (in millions)

                              2010  2011  2012 2013 2014   2015
                              ----  ----  ---- ---- ----   ----
Net Income(Loss)            ($575) ($83) $385 $624 $829 $1,064
                              ====  ====  ==== ==== ==== ======

                       New GGP's Cash Flow
                         (in millions)

                              2010  2011  2012 2013 2014 2015
                              ----  ----  ---- ---- ---- ----
Net Cash Flow After Dividend ($58) $52  $386 ($139)$363 $524
                              ====  ====  ==== ==== ==== ====

A full-text copy of New GGP's Updated Financial Projections is
available for free at:

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

Similarly, the Plan Debtors filed with the Court an updated
feasibility analysis of Spinco within a six-year period:

                   Spinco's Income Statement
                      (in millions)

                                Q4
                              2010  2011  2012 2013 2014 2015
                              ----  ----  ---- ---- ---- ----
Net Income(Loss)             ($12) ($45)  $32  $35  $61  $85
                              ====  ====  ==== ==== ==== ====

                   Spinco's Cash Flow
                      (in millions)

                                Q4
                              2010  2011  2012 2013 2014 2015
                              ----  ----  ---- ---- ---- ----
Net Cash Flow After Dividend $232 ($13)  $35  $71 $130 $180
                              ====  ====  ==== ==== ==== ====

A full-text copy of the Spinco Feasibility Analysis is available
for free at:

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

The Plan Debtors also appended a closing date net debt
calculation.  As an integral part of the transactions under the
Investment Agreements, under certain circumstances, Spinco will
issue a note in favor of GGP and GGP will indemnify Spinco with
respect to certain tax liabilities.  A full-text copy of the Net
Debt Calculation is available for free at:

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

                   Contract Schedules

The Plan Debtors filed with the Court exhibits to their 3rd
Amended Plan:

  (i) a schedule of about 1,370 contracts will be assumed by the
      Plan Debtors, available for free at:

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

(ii) a schedule of about 1,040 contracts that will expire,
      available for free at:

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

(iii) a schedule of about 19 contracts to be rejected by the
      Plan Debtors, available for free at:

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

(iv) a schedule of about 70 disputed mechanics' liens and
      claims, available for free at:

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

                       Other Documents

The Plan Supplement also appends copies of:

  * the Investment Agreements, Exit Financing Agreements and
    form of New Rouse Notes Indenture, available at:

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

  * corporate governance documents of GGP, Spinco and GGP
    Limited Partnership, available at:

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

  * key agreements to be entered between GGP and Spinco,
    available at:

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

  * employee compensation agreements, available at:

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

  * settlement agreement with Hughes Heirs, available at:

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

  * form of Spinco registration rights agreement available for
    free at:

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

The Plan Debtors filed with the Court on October 4, 2010, a form
of tax matters agreement as part of the key agreements to be
entered between GGP and Spinco.  A full-text copy of the tax
matters agreement is available for free at:

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

             First City Investors Objecting to Plan

First City Investors, Inc., opposes the confirmation of the Third
Amended Joint Plan of Reorganization to the extent General Growth
Properties, Inc. seeks to convey a real and personal property
known as Cottonwood Property free and clear of First City's
interest.

Pursuant to a purchase and sale agreement between Plan Debtor
Price Development Company, Limited Partnership, and First City,
First City asserts it has a valid ownership interest in the
Cottonwood Property and that the ownership interest prevents the
Plan Debtors from conveying any or all of the Cottonwood Property
to Spinco or any other entity.  To that end, First City has
commenced an adversary proceeding to enforce its rights to
ownership of the Cottonwood Property.

Notwithstanding its ownership interest, First City is willing to
allow the Cottonwood Property to be conveyed as contemplated
under the 3rd Amended Plan, provided that:

  (i) the conveyance is made subject to First City's rights in
      the Cottonwood Property; and

(ii) in the event that First City is successful in any action
      in which it is found to have a valid ownership interest in
      the Cottonwood Property, including any action seeking
      specific performance of PDC's obligation to convey the
      Cottonwood Property to First City under the Cottonwood
      PSA, any conveyance of the Cottonwood Property under the
      3rd Amended Plan will be deemed null and void.

                       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 MOTORS: GAO Launches Probe of Massive Delphi Pension Cuts
-----------------------------------------------------------------
The U.S. Government Accountability Office has agreed to
investigate whether the U.S. Department of the Treasury improperly
slashed pension plans for nonunion retirees of General Motors Co.
spinoff Delphi Corp. during the Company's bankruptcy proceedings,
Bankruptcy Law360 reports.

According to Law360, the GAO said in a letter sent Friday to two
members of Congress that it would begin an inquiry comparing the
government's process for terminating certain Delphi pension plans.

                        About General Motors

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Fitch Assigns 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned an initial 'BB-' Issuer Default Rating
to General Motors Company.  The Rating Outlook is Stable.

GM's IDR reflects the auto manufacturer's strong liquidity
position, low leverage, improved cost structure and increasingly
competitive product portfolio.  These attributes are set against a
backdrop of weak industry volume growth, potentially large cash
obligations tied to its EURopean restructuring and very heavy
underfunded pension obligations.

GM has achieved significant financial flexibility as a result of
last year's bankruptcy and follow-on restructuring and is expected
to enjoy the benefits of an improving global auto market in the
intermediate term.  That being said, GM still faces a host of
challenges over the next several years (as discussed below) as it
adjusts its operations and product portfolio with a target of
producing positive free cash flow on a sustainable basis
throughout the cycle.  GM also faces an increasingly stringent
global regulatory environment that is driving rapid technological
change in the industry and will ultimately necessitate a
transition in product offerings.  This will pose particular
challenges for GM over the intermediate term.

Fitch may upgrade GM's IDR in the intermediate term if the company
continues to make progress on reducing its debt and pension
obligations while producing positive free cash flow and
maintaining a strong liquidity position.  This would most likely
be accomplished by continued improvement in automotive market
conditions, combined with an ability to at least maintain both
market share and net pricing strength in the company's key
markets.  Conversely, Fitch may downgrade GM's IDR if external
market conditions weaken significantly, resulting in weakened free
cash flow, a decline in cash below $20 billion and, potentially, a
meaningful increase in leverage, all over a prolonged period.
Fitch believes this would require a significant reversal of
current market trends, however, and is unlikely in the
intermediate term unless triggered by an unexpected exogenous
event.

Despite ongoing demand weakness in GM's more mature markets, the
substantial operational and financial restructuring undertaken by
GM since General Motors Corporation's (Old GM) Chapter 11 filing
last year has reduced the breakeven point substantially and led to
GM producing $3.4 billion of free cash flow (calculated as net
cash from operations, less capital spending and preferred
dividends) in first half-2010 (1H'10).  Key drivers of GM's
improved performance have been a reduction in U.S. manufacturing
capacity, a more streamlined brand portfolio in the U.S., and
increased net pricing on certain key new models, such as the
Chevrolet Equinox, Buick LaCrosse and Cadillac SRX.  In addition,
free cash flow in 1H'10 was supported by some dealer inventory
build and a lack of required contributions to the company's U.S.
pension plans.  GM's gross margin in 1H'10 was 12.8%, a
significant improvement versus the negative margins recorded by
Old GM prior to last year's bankruptcy.

Looking ahead, Fitch expects GM to record positive full-year free
cash flow in 2010 (excluding the effect of any discretionary
pension contributions).  However, free cash flow will be lower in
2H'10 as capital spending rises.  GM has guided to a full-year
capital spending figure of $5 billion to $5.5 billion.  This
suggests capital expenditures will be roughly $1 billion to
$2 billion higher in 2H'10 compared to 1H'10.  Gross margins also
are likely to be lower in 2H'10 given the normal seasonality of
the business, including increased costs to support the model-year
changeover.

GM's liquidity position is very strong, with nearly $32 billion
of cash, cash equivalents and marketable securities and only
$8.2 billion of debt at the end of the second quarter of 2010.
GM's debt position represented a $7.6 billion decline from the
nearly $16 billion on the company's balance sheet at year-end
2009, with much of the decline due to the full repayment in April
2010 of the remaining loan obligations owed to the U.S. Treasury
and the Canadian government.  Along with the repayment of the UST
debt, $6.6 billion of funds previously held in escrow were
released (after accounting for $4.7 billion of escrowed funds used
to repay the remaining debt in April 2010), which contributed to
GM's cash liquidity growth in the second quarter.

At the end of the second quarter, Fitch calculates that LTM EBITDA
leverage stood at 1.5 times (x), with the calculation impacted by
weakness in the company's financial performance in the latter half
of 2009.  By year-end 2010, a combination of stronger cash flow
and lower debt could drive EBITDA leverage closer to the 0.5x
range, however.  GM has noted that ultimately it intends to
operate with minimal debt.  Fitch expects a portion of GM's free
cash flow to be targeted toward continued debt reduction over the
next several years.  These measures may include reducing amount of
preferred stock currently outstanding, as well.

That said, GM may, from time to time, opportunistically borrow
under certain conditions.  For example, debt would rise if GM were
approved for, and the company borrowed from, the Department of
Energy's Advanced Technology Vehicle Manufacturing Loan program.
Fitch notes that GM's metrics are relatively strong for the
current rating category.  However, the positive effect they have
on GM's credit profile is offset somewhat by the heavy pension
underfunding and various other challenges currently facing the
company as noted below.

Fitch expects GM's liquidity position to remain strong over the
intermediate term, providing the company with meaningful financial
flexibility.  In addition to free cash flow, the planned issuance
of new preferred stock in conjunction with the anticipated initial
public offering of common stock will further bolster the company's
cash liquidity.  However, GM recently has had (and may have near-
term) several notable calls on its cash that also will reduce its
cash liquidity position somewhat.  This includes approximately
$3.5 billion that was used to fund the acquisition of AmeriCredit
Corporation, which closed on Oct. 1 of this year.

Other cash needs include the continued restructuring of GM
EURope's operations, which the company has estimated will require
approximately $1.3 billion in cash funding to complete the
program, as well as contributions to the company's global defined
benefit pension and OPEB plans, although it should be noted that
GM is not required to make any contributions to its qualified U.S.
plans in 2010.  In 1H'10, GM contributed a total of $900 million
to its global DB pension and OPEB plans.  GM also may be required
to place between $725 million and $900 million of cash in escrow
related to tax proceedings in South America, and the company may
need to repay its outstanding VEBA debt to free collateral if it
enters into a secured bank facility.  Once these various cash
obligations have been covered, and after making potential
discretionary payments to reduce its debt and pension liabilities,
GM could see its cash balance fall to the $20 billion range over
the intermediate term, which Fitch would view as adequate for the
company.

Although GM's financial position has improved substantially as a
result of last year's bankruptcy and the additional restructuring
that has taken place since its emergence, the company continues to
face a number of significant challenges and concerns that weigh on
its credit profile.  Chief among these concerns is the heavily
underfunded position of the company's defined benefit pension
plans.  As of Dec. 31, 2009, GM's plans were underfunded by
$27 billion, including an underfunded position of $17 billion in
the U.S. and $10 billion in the rest of the world.  Although GM is
not required to make any contributions to its qualified U.S. plans
this year, the company may make some voluntary contributions.
This would reduce the level of free cash flow produced.  GM
expects contributions to its non-U.S. plans to total $355 million
in 2010, excluding benefit payments to unfunded plans.

Future funding requirements may rise substantially, though,
particularly under a scenario where both interest rates and assets
returns remain low over a prolonged period.  Based upon the
underfunded position at year-end 2009, GM would need to contribute
$2 billion to $3 billion annually to fully fund its U.S. qualified
DB pension plans over the next seven years.  GM has noted,
however, that a 25 basis point decline in U.S. interest rates
would lead to a $2.4 billion increase in the company's U.S.
pension obligation.  Given the decline in interest rates seen in
1H'10, the U.S. benefit obligation would have risen by $6 billion
to $7 billion if remeasured at the end of the second quarter
(assuming no change to other assumptions), according to Fitch's
calculations.

The company's General Motors EURope unit continues to work through
a major restructuring of its operations intended to lower its cost
structure and improve the competitiveness of its product
offerings.  These actions include closing a manufacturing plant in
Antwerp, Belgium, and restructuring operations at several other
facilities.  These actions, and others, are expected to ultimately
reduce the company's EURopean manufacturing capacity by 20% and
its headcount in the region by over 8,000 employees.  Although
separate from the restructuring, GME also plans to improve the
competitiveness of its products in the market by introducing seven
new Opel and Vauxhall products in 2010 and 2011 that will result
in 80% of the brands' offerings being three years old or less by
the start of 2012.

With market conditions in Western EURope still relatively
sluggish, and with the potential for tighter fiscal conditions in
several key markets in the region over the next several years, GME
could be particularly challenged as it works through the process
of returning to profitability, although, excluding restructuring
charges, the unit would have been close to breakeven on an
operating basis in the second quarter.  As noted above, GM
estimates that the restructuring will require cash funding of
about $1.3 billion to complete.

Other unique challenges facing GM include a significant portion of
the senior management team that is new to the auto industry.
Fitch generally views the change in management as a credit
positive for GM.  However, Fitch notes that there may be missteps
along the way as the management team essentially learns the
industry while on the job.  GM also has identified material
weaknesses in its internal controls over financial reporting.
Although GM has a remediation plan in place to remove the material
weaknesses, the company has not yet had an opportunity to test the
plan fully.  This increases the risk of GM having to restate its
financial reports in the future.  Fitch, however, believes the
financials it has used to conduct its analysis are of sufficient
quality to serve as a basis for its rating.  Another challenge is
ill will among certain customers tied to the U.S. government's
majority ownership in GM following last year's bankruptcy.

In addition to its unique challenges, GM is not immune to the
other issues affecting all global auto manufacturers.  Uncertainty
surrounding the pace and strength of economic growth in GM's more
mature markets creates some risk.  However, GM's significant
position in several developing markets, particularly China and
Brazil, may help to offset some of this risk.

Other concerns include continued global auto manufacturing
overcapacity, a heavily unionized workforce, volatile commodity
costs and increasingly stringent safety and emissions regulations
worldwide.  Tightened regulations will require significant
technological change and will force GM to increase its sales of
smaller, more fuel-efficient vehicles.  These changes may
negatively affect margins as increase costs may not be fully
offset by higher net pricing.

In addition, the industry remains highly competitive, with other
large industry participants such as Toyota and Ford gaining market
share in recent years.  Other manufacturers, such as Volkswagen
and, to a lesser extent, Hyundai, have been making a significant
push recently to increase their market share, as well, with
Volkswagen looking to displace GM as the second-largest automaker
in the world.  These various industry challenges will continue to
force GM to make heavy investments in its products in order to
keep net pricing up and defend its market share.


GENERAL MOTORS FINANCIAL: Fitch Affirms 'BB-/RR3' Debt Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt ratings of
General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.)
at 'BB-/RR3'.  The Rating Watch on the long-term Issuer Default
Rating has been revised to Positive from Evolving.

The Rating Watch revision reflects GMFC's affiliation with General
Motors Company, which has been assigned a long-term IDR of 'BB-'
(see separate release on GM dated Oct. 6, 2010).  In addition,
Fitch believes the risk of a downgrade has been alleviated based
on the agency's assumption that GM will not engage in any action
that would impair the current capitalization of its new finance
subsidiary.

Resolution of the Rating Watch will be driven by Fitch's ability
to understand the structural relationship and level of support
provided by GM to its finance subsidiary, be it explicit or
implicit.  If the resolution of the Rating Watch results in the
equalization of GMFC's long-term IDR with that of GM, its senior
unsecured debt rating would likely be affirmed at its current
level.  However, an analysis of parent company support could also
result in GMFC's ratings remaining at their current levels.

GMFC, based in Fort Worth, Texas, was established in 1992 as a
subprime auto lender, originating contracts by buying loans
primarily from franchised dealers.  The company had $8.8 billion
in managed receivables as of June 30, 2010.

Fitch has revised the Rating Watch on this rating to Positive from
Evolving:

General Motors Financial Company, Inc.

  -- Long-term IDR at 'B+'.

Fitch has affirmed this:

General Motors Financial Company, Inc.

  -- Senior debt at 'BB-/RR3'.


GOODMAN GLOBAL: Moody's Assigns 'Ba3' Rating on $250 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Goodman
Global Inc.'s new proposed $250 million 1st lien revolving credit
facility and $1.4 billion 1st lien term loan B, and a B3 to the
company's proposed $375 million 2nd lien term loan.  The company's
B1 Corporate Family and Probability of Default ratings have been
affirmed.  The ratings outlook remains negative.

Goodman's B1 Corporate Family Rating reflects the company's
competitive market position, established distribution and dealer
network for HVAC systems, and strengthened credit metrics.  EBITA
margins at 18.5% for the latest twelve months through June 30,
2010 were strong particularly given the challenging economic
conditions.  Proceeds from the refinancing, along with cash on
hand, will be used to fund a $366 million dividend to
shareholders.  Although the proposed transaction increases the
company's leverage to approximately 5x, Goodman has a track record
of generating positive cash flow to service the debt.  Moreover,
with an improving earnings outlook, leverage metrics are not
expected to exceed those seen as recently as December of 2009 when
the company incurred debt to pay a similar dividend to
shareholders.  Cumulatively, $776 of dividends have been paid over
the last year, and the increased leverage associated with these
payments results in the negative rating outlook being sustained.

Although the company should generate positive free cash flow over
the next 12 months, the negative outlook considers the aggressive
financial policy indicated by the cumulative dividend payments
while the company's end markets are still in the early stages of
recovery.

Factors which might pressure the ratings down include erosion in
the company's financial performance or any further shareholder
distributions that increase leverage or negatively impact the
company's liquidity.  If Debt/EBITDA were to remain above 5.0x
sustainably or EBITA/interest expense were to fall below 1.5x,
future rating actions could ensue.

A rating upgrade or stable outlook is unlikely in the near term
due to the leveraging nature of the transaction.  Future actions
that could result in a positive rating action include operating
results which show debt/EBITDA nearing 4.0x and EBITA/interest
expense over 2.0x (all ratios adjusted per Moody's methodology).

These ratings/assessments have been affected:

Goodman Global, Inc.:

  -- Corporate Family Rating, affirmed B1;

  -- Probability of Default Rating, affirmed B1;

  -- $250 million senior secured 1st lien revolver due 2015,
     assigned Ba3 (LGD3, 41%);

  -- $1.4 billion senior secured 1st lien term loan B due 2016,
     assigned Ba3 (LGD3, 41%);

  -- $375 million senior secured 2nd lien term loan due 2017,
     assigned B3 (LGD6, 90%).

The Ba3 rating on Goodman Global, Inc.'s existing term loan, as
well as the B3 rating on Goodman Global Group Inc.'s senior
discount note will be withdrawn upon their repayment at the close
of the transaction.

The last rating action on Goodman Global, Inc., was on December 9,
2009, when the company's B1 CFR, PDR, and negative outlook were
affirmed.

Goodman, located in Houston, Texas, is a domestic manufacturer of
heating, ventilation and air conditioning products for residential
and commercial use.  Total revenue for the LTM period through
June 30, 2010, was approximately $2.0 billion.


GOODMAN GLOBAL: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings, including
the 'B+' corporate credit rating, on Goodman Global Inc.  The
rating outlook is stable.

S&P also assigned a 'B+' (the same as the corporate credit rating)
issue-level rating and '3' recovery rating to Goodman's proposed
$250 million revolving credit facility due 2015 and $1.4 billion
senior secured first-lien term loan due 2016.  The recovery rating
of '3' indicates S&P's expectation for meaningful (50%-70%)
recovery of principal in the event of payment default.

At the same time, S&P assigned a 'B-' (two notches below the
corporate credit rating) issue-level rating and '6' recovery
rating to Goodman's proposed $375 million senior secured second
lien term loan due in 2017.  The recovery rating of '6' indicates
S&P's expectation for negligible (0%-10%) recovery in the event of
default.

"The 'B+' corporate credit rating reflects what S&P considers to
be Goodman's weak business risk profile, influenced by
participation in mature and seasonal markets, exposure to volatile
raw material costs, competition from larger and better-capitalized
companies, and relatively narrow geographic and product
diversity," said Standard & Poor's credit analyst Thomas Nadramia.
In addition, Standard & Poor's Ratings Services views the
company's financial risk profile as being aggressive given the
history of dividend payouts, including a $400 million dividend to
shareholders late in 2009 and a proposed dividend of $366 million
as part of the proposed refinancing.  Still, the company's
maintains a good market position as a leading U.S. manufacturer of
residential and light-commercial heating, ventilating, and air-
conditioning (HVAC) systems.  Goodman also benefits from its
relatively low-cost manufacturing base, which enables the company
to competitively position its products.

The stable rating outlook reflects S&P's belief that Goodman will
reduce debt balances and leverage over the intermediate term and
will sustain adjusted leverage of around 5x, and FFO to total
adjusted debt of about 10% -- credit measures that S&P considers
to be in line with the 'B+' rating.  The rating incorporates its
expectation of a mid-single-digit percentage increase in sales
over the intermediate term.  As a result, S&P expects EBITDA will
grow to about $360 million and $380 million, respectively, in 2010
and 2011.

S&P could lower the rating if a "double-dip" recession caused
declines in housing starts and repair spending, or if an increase
in market competition resulted in poorer operating performance and
a deterioration in leverage to above 5x on a sustained basis.
This could occur if high unemployment is sustained or if
competition reduces Goodman's operating margins to below
historical levels.

S&P considers a positive rating action unlikely over the
intermediate term given modest growth expectations and the
company's high pro forma debt leverage.  However, this could occur
if housing starts and repair and remodeling spending recover more
rapidly than S&P currently expects, or if extreme weather
conditions spur additional replacement business.  This could
result in Goodman's sales and EBITDA exceeding expectations,
allowing the company to reduce and maintain leverage below 4x.


GREENWALD TSCHETCO: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Greenwald Tschetco, LLC
        1204 West Ash Street, Suite C
        Windsor, CO 80550

Bankruptcy Case No.: 10-35305

Chapter 11 Petition Date: October 4, 2010

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Scheduled Assets: $8,300,037

Scheduled Debts: $4,955,370

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-35305.pdf

The petition was signed by David Tschetter, manager.


HARMAN INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Stamford, Conn.-based Harman
International Industries Inc. to 'BB' from 'B+'.  The outlook is
stable.

At the same time, S&P also raised its rating on the senior
unsecured debt to 'BB-' from 'B+', and S&P revised the recovery
rating to '5' from '3'.

"The rating actions reflect S&P's reassessment of Harman's
financial risk profile as significant from aggressive, based on
reduced leverage and higher cash flow from operations," said
Standard & Poor's credit analyst Nancy Messer.  In S&P's view,
Harman has demonstrated its ability to expand EBITDA and generate
free cash flow from operations in fiscals 2011 and 2012.  In its
fiscal 2010 (ended June 30), the company reported $132 million in
positive free operating cash flow, an amount exceeding S&P's
expectations, and EBITDA of $252 million.  S&P believes the
company's liquidity will improve further in the near term because
S&P expects Harman to refinance its revolving credit facility well
before its expiration in December 2011.

The rating actions also reflect S&P's reassessment of Harman's
business risk profile as fair from weak because of its potential
to generate double-digit EBITDA margins when restructuring costs
wind down and recently launched business matures.  The company, in
S&P's opinion, has achieved an operational breakeven point that
better fits expected intermediate-term global auto production
levels.  Also, the company has recently won meaningful new
business from major global automakers, which should boost revenues
beginning in 2013, when this new business is scheduled to launch.
Because of the benefit of restructuring initiatives, combined with
higher volumes from new business, S&P believes Harman's EBITDA
margins could rise to double digits in fiscal 2012, even if
industry production remains weak.  In addition, S&P see new-
vehicle demand stabilizing in Europe and North America.

In S&P's opinion, management is focused on making operational
improvements and is committed to improving its financial risk
profile.  S&P believes the company's profit potential and
competitive standing in its markets depend on ongoing
technological innovation and operational efficiencies.

The stable outlook reflects S&P's view that Harman's improved
financial credit measures will be sustained in the year ahead,
given its expectation of slow recovery in auto sales and solid
(albeit moderating) increases in vehicle production.  S&P believes
the company's margin improvement in recent quarters demonstrates
its ability to generate meaningful free cash in 2011.  This
assumes stability in the auto market and no further significant
drop in production in the U.S. or Europe.  In addition to its cash
(and short-term investments) balance of $646 million, at June 30,
2010, Harman had access to its undrawn $225 million revolving
credit facility.  S&P expects the company to be able to
successfully refinance in the coming months its revolving credit
facility, which expires on Dec. 31, 2011.

S&P could raise the rating if Harman were to further improve cash
flow generation with double-digit reported EBITDA margins.  In
S&P's opinion, if free cash flow could improve to $150 million or
better and the company achieved reported EBITDA of at least
$350 million for any future 12-month period, S&P could raise the
rating.  S&P would also need to review the business risk profile
and conclude that the company's competitive position in technology
was comfortably intact.  S&P does not expect such financial
performance in the year ahead because of challenges that include,
in S&P's view, the sluggish global economy and uncertain
production volumes and mix for Harman's European auto customers,
which could pressure earnings in fiscal 2011.

S&P could lower the rating if S&P believed weak earnings and cash
flow because of the lower-than-expected production in the global
auto markets would outpace the benefits of restructuring
initiatives and recently launched new programs.  For example, S&P
could lower the rating if the company's liquidity worsened in
fiscal 2011 because of a lack of free cash flow, which could arise
if reported EBITDA fell to less than $190 million.  S&P could also
review the rating if the company were to pursue a transforming
acquisition or large dividend payout in the year ahead that could
erode liquidity.


ISE CORPORATION: U.S. Trustee Forms Creditors Committee
-------------------------------------------------------
Tiffany Carol, the U.S. Trustee for Region 15, amended the
appointment of the official committee of unsecured creditors in
the Chapter 11 case of ISE Corporation, to correct the mailing
address of Wrightbus Ltd.

The Creditors Committee members are:

1. Suntron Corporation
   Attn: Jeff Wanago
   2401 West Grandview
   Phoenix, AZ 85023
   Tel: (602) 282-5053
   Fax: (602) 282-1275
   E-mail: Jeff.wanago@suntroncorp.com

2. Second Star Inc.
   Attn: Jennifer Rey
   11556 Alkaid Drive
   San Diego, CA 92126
   Tel: (858) 220-8893
   Fax: (858) 368-9324
   E-mail: Jenrey@secondstarinc.com

3. RR Donrelly Receivables, Inc.
   Attn: Dan Pevonka
   3075 Highland Parkway
   Downers Grove, IL 60515
   Tel: (630) 322-6931
   E-mail: dan.pevonka@rrd.com

4. Ballard Power Systems
   Attn: Kerry Hillier
   9000 Glenlyon Parkway
   Burnaby, British Columbia
   Canada V5J 5J8
   Tel: (604) 453-3529
   Fax: (604) 412-4716
   E-mail: Kerry.hillier@ballard.com

5. Wrightbus, Ltd.
   Attn: Managing Partner
   Galgorm Ind Estate
   Fenaghy Road Galgorm
   Ballymena, BT 42 IPY Ireland
   Tel: +44(0)(282) 564-1212
   Fax: +44(0)(282) 566-3030
   E-mail: mark.nodder@wright-bus.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

ISE Corporation, a California corporation, fka ISE Research
Corporation, is the operating subsidiary of Ise Limited.  ISE Corp
-- http://www.isecorp.com/ -- makes drive train systems for
hybrid gasoline/electric buses.  Established in 1995, ISE is
headquartered in San Diego, California.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10-
14198).  Marc J. Winthrop, Esq., at Winthrop Couchot Professional
Corp, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and its debts
at $10 million to $50 million as of the Petition Date.


ISE CORPORATION: Court Sets Nov. 21 Claims Bar Date
---------------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for
Southern District of California has established 60 days from
service of the notice of claims bar date as the deadline for any
individual or entity to file proofs of claim against ISE
Corporation.

The order was signed on September 22, 2010.

ISE Corporation, a California corporation, fka ISE Research
Corporation, is the operating subsidiary of Ise Limited.  ISE Corp
-- http://www.isecorp.com/ -- makes drive train systems for
hybrid gasoline/electric buses.  Established in 1995, ISE is
headquartered in San Diego, California.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10-
14198).  Marc J. Winthrop, Esq., at Winthrop Couchot Professional
Corp, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and its debts
at $10 million to $50 million as of the Petition Date.


J. L. SMITH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J. L. Smith Trucking Co.
        6455 East Lingaur Road
        Lake Leelanau, MI 49653

Bankruptcy Case No.: 10-11943

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Wallace H. Tuttle, Esq.
                  WALLACE H. TUTTLE & ASSOCIATES, P. C.
                  3191 Logan Valley Road,
                  P.O. Box 969
                  Traverse City, MI 49685-0969
                  Tel: (231) 941-0750
                  Fax: (231) 941-8568
                  E-mail: whtpcecf@charterinternet.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-11943.pdf

The petition was signed by Joseph L. Smith, president.


JB & CAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: JB & CAL, Inc.
        1000 Ridge Road
        Claymont, DE 19703

Bankruptcy Case No.: 10-13215

Chapter 11 Petition Date: October 4, 2010

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

Debtor's Counsel: Christopher Dean Loizides, Esq.
                  LOIZIDES & ASSOCIATES
                  1225 King Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 654-0248
                  Fax: (302) 654-0728
                  E-mail: loizides@loizides.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13215.pdf

The petition was signed by Brenda A. Lyn, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Chester A. Lyn and Brenda A. Lyn      10-13214            10/04/10
JBC Properties                        10-13216            10/04/10


JIGNESH PARIKH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Jignesh Kirit Parikh
               Dipal Vyas Parikh
               20838 Parker
               Farmington, MI 48336

Bankruptcy Case No.: 10-70621

Chapter 11 Petition Date: October 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: James C. Bowser, Esq.
                  413 Clinton Avenue
                  St. Clair, MI 48079
                  Tel: (810) 329-3500
                  E-mail: james.bowser@comcast.ne

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-70621.pdf


JIMMY MORRIS: Abused Bankruptcy Process with Serial Filings
-----------------------------------------------------------
The Hon. G. Harvey Boswell finds that Jimmy Marcell Morris is
abusing the bankruptcy process with his serial filings.  The Court
grants the United States Trustee's request and dismisses Mr.
Morris' Chapter 11 bankruptcy cases.  The Court bars Mr. Morris
from filing a bankruptcy case under any chapter of the Bankruptcy
Code for a period of two years.

The U.S. Trustee sought dismissal of the case with prejudice based
on Mr. Morris's prior filings and his failure to comply with the
requirements of 11 U.S.C. Secs. 109 and 521.  The U.S. Trustee
also alleged that Mr. Morris is a serial filer who has evidenced a
pattern of abuse which constitutes bad faith and is tantamount to
an abuse of process.

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

        http://www.leagle.com/unsecure/page.htm?shortname=inbco20101006771

Mr. Morris filed a "bare bones" or "skeletal" chapter 11 petition
(Bankr. D. Tenn. Case No. 10-04143) on April 19, 2010.  This is
Mr. Morris' fourth bankruptcy filing in the last eight years.


JOECELESTIN CIVIL: Section 341(a) Meeting Scheduled for Nov. 1
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
Joecelestin Civil Engineer & General Builder Corp's creditors on
November 1, 2010, at 1:30 p.m.  The meeting will be held at Claude
Pepper Federal Building, 51 SW First Ave Room 1021, Miami, FL
33130.

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

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

Miami, Florida-based Joecelestin Civil Engineer & General Builder
Corp filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 10-39600) on September 29, 2010.  J. Wil Morris, Esq., in
Miami, Florida, assists the Debtor in its restructuring effort.
The Debtor estimated assets at $500 million to $1 billion and
debts at up to $50,000 as of the Petition Date.


KENTUCKIANA MEDICAL: Defends Against Lender's Call for Trustee
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Kentuckiana Medical Center
LLC is opposing First Tennessee Bank's bid to have an independent
official lead Kentuckiana through its reorganization, arguing that
the financial woes the bank is complaining about are the bank's
own fault.

According to the report, the Clarksville, Ind., for-profit
hospital said it's working to boost its bottom line and urged the
U.S. Bankruptcy Court in New Albany, Ind., not to order a Chapter
11 trustee to take over.  First Tennessee's "motion is based
largely upon financial conditions imposed upon the debtor by" the
bank, Kentuckiana said in court papers, the report notes.

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

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


KIM NAROG: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Kim Narog
        4680 Meritage Court
        Gilroy, CA 95020

Bankruptcy Case No.: 10-60384

Chapter 11 Petition Date: October 4, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Scott J. Sagaria, Esq.
                  LAW OFFICES OF SCOTT J. SAGARIA
                  333 W San Carlos Street, #1700
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  E-mail: sjsagaria@sagarialaw.com

Estimated Assets: $0 to $50,000

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

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


KRONOS INT'L: Files Amended & Restated Bylaws with SEC
------------------------------------------------------
Kronos International Inc. filed a newly amended and restated
bylaws with the Securities and Exchange Commission.  A full-text
copy of the amended bylaws is available for free at:

               http://ResearchArchives.com/t/s?6c37

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2010,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to B3 from Caa1 and the rating on the EUR400 million
senior secured notes due 2013 to Caa1 from Caa2.  The upgrade
reflects KII's better operating results, improved titanium dioxide
market conditions and the expectation that credit metrics will
improve further in 2010.  The outlook is stable.

Moody's also said KII's liquidity is supported by its positive
cash flow from operations, cash balances and unused availability
under its EUR80 million revolving credit, which matures in less
than one year (May 2011).  Total use of the revolver was restored
to the company in May 2010 after complying with the amended
covenants in the first quarter 2010.  Availability had been
limited to EUR51 million since the facility was amended in
September 2009 to accommodate the shortfall in EBITDA generation
during the global economic downturn, which would have led to a
violation of the leverage covenant.  The improved profitability in
2010 could allow the company to meet the original financial
covenants and revert the credit facility to its pre-amendment
terms and conditions.

The TCR on April 19, 2010, reported that Fitch Ratings has
upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its
securities ratings: Senior secured revolving credit facility to
'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from
'CCC/RR4'.  The Rating Outlook has been revised to Stable from
Negative.

Fitch said the ratings reflect high financial leverage at Kronos
International as well as Kronos Worldwide's solid market position
in the TiO2 industry, the fifth largest globally with 10% of
global capacity.  The ratings also reflect the early stages of a
recovery in the TiO2 industry and Fitch's expectations that
earnings over the next 24 months will remain below the average
over the period from 2005 through 2008.


LANDRY'S RESTAURANTS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all
ratings on Houston-based Landry's Restaurants Inc., including the
'B' corporate credit rating, and removed the ratings from
CreditWatch, where they were placed on with negative implications
Sept. 9, 2009.  The rating outlook is stable, reflecting S&P's
belief that Landry's can maintain credit ratios appropriate for
the rating category and the credit metrics may enhanced modestly
over time with free cash flow generation used towards debt
reduction.  This action comes after shareholders approved CEO
Tilman Fertitta's offer to purchase the company's outstanding
stock at $24.50 per share.  The transaction subsequently closed on
Oct. 6, 2010.

"The rating on Landry's Restaurants Inc. reflects S&P's
expectations that operating trends remain relatively stable given
its view on demand in the restaurant industry has somewhat
stabilized," said Standard & Poor's credit analyst Charles Pinson-
Rose.  Nonetheless, S&P does not expect material credit metric
enhancement and S&P expects the company to maintain what a highly
leveraged financial profile.  S&P believes Landry's business
profile is weak given that the U.S. restaurant and tourist
industry historically is very competitive and cyclical.

S&P expects Landry's sales and margin performance for the rest of
the year to mirror the performance in the second quarter at its
restaurant and hospitality divisions.  S&P expects flat to
slightly positive same-store sales performance and slight margin
deterioration.  It is S&P's view that revenues and profits will
also benefit from the Oceanaire Inc. acquisition in the near term.
As a result, S&P expects modestly better revenue and gross profit
performance going forward.  S&P also expects general and
administrative expenses will be lower in the future since Landry's
has incurred meaningful legal and professional fees associated
with the merger transaction.  S&P believes that pro forma EBITDA
in the restaurant and hospitality division is approximately
$150 million.


LAS VEGAS MONORAIL: Asks for Oct. 18 Plan Exclusivity Extension
---------------------------------------------------------------
Las Vegas Monorail Co. is seeking an October 18 extension of the
exclusive period to propose a Chapter 11 plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Las Vegas Monorail said there are discussions with
first-tier bondholders on what it hopes will be a consensual
reorganization plan.

Dow Jones' DBR Small Cap relates that Las Vegas Monorail
introduced a plan this summer to repay creditors and exit
bankruptcy protection.  But since then, Las Vegas Monorail has hit
a few road bumps, dueling with Wells Fargo Bank, the trustee for
the company's first tier bondholders, and delaying the hearing on
its plan outline, originally set for earlier this month, the
report notes.  The senior bondholders, owed $451 million, didn't
like the plan to give them notes totaling $18.5 million for their
secured and deficiency claims.

Bloomberg relates that absent settlement, Monorail and bondholders
have several court dates during the next month.  On Oct. 12,
Monorail will argue a motion for an extension of the exclusive
right to propose a plan until Oct. 18.

On Nov. 9, the bondholders will ask the bankruptcy judge to end
Monorail's exclusive plan proposal rights.  A hearing for approval
of Monorail's disclosure statement is set for Nov. 17.

According Dow Jones, the Company said that while it has recently
re-commenced negotiations with the first-tier bondholders, it said
it still needs more time free from the threat of rival plans,
especially in the wake of a recent attempt by Wells Fargo to end
Las Vegas Monorail's exclusivity.

Mr. Rochelle relates that under the current iteration of
Monorail's plan, unsecured creditors, with claims totaling as much
as $175,000, would be in a separate class and share $175,000 cash.
The bondholders believe that putting general creditors into a
separate class is so-called gerrymandering to insure that at least
one class will vote in favor of the plan. Without one class voting
"yes," bankruptcy law prohibits cramming down on the first-tier
debt.  Holders of $159 million in second-tier bonds and $48.5
million in third-tier bonds would receive nothing from the
Monorail's plan.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEWIS BORRELLI: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Lewis Borrelli
        95 Warner Road
        North Haven, CT 06473

Bankruptcy Case No.: 10-23414

Chapter 11 Petition Date: October 1, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 265-5236
                  E-mail: joseph@lawjjd.com

Scheduled Assets: $3,016,600

Scheduled Debts: $2,331,375

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FPJ investments, LLC               Mortgage             $2,331,375
129 Whitney Avenue
New Haven CT 06510


LINCOLN SETTLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lincoln Settle Inn Limited Partnership
        7333 Husker Circle
        Lincoln, NE 68504

Bankruptcy Case No.: 10-43011

Chapter 11 Petition Date: October 1, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                  HUSCH BLACKWELL SANDERS
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  E-mail: rvgbknotice@huschblackwell.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-43011.pdf

The petition was signed by David D. Graf, partner.


LOWER BUCKS: Has Until January 9 to File Chapter 11 Plan
--------------------------------------------------------
Jo Ciavagla at Bucks County Courier Times reports that a federal
bankruptcy judge extended the period within which Lower Bucks
Hospital can file a plan of reorganization until Jan. 9, 2010, and
solicit acceptances of that plan until March 19, 2010, over the
objections of three creditors including Bank of New York Mellon
Trust Co.  This is the third extension granted for the Company.

                   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.


LYONDELL CHEMICAL: OSHA Fines Equistar Over Ill. Plant Blast
------------------------------------------------------------
Equistar Chemicals LP, a subsidiary of LyondellBasell Industries,
has been slapped with $81,900 in total proposed penalties by the
U.S. Department of Labor's Occupational Health and Safety
Administration following a March 22 explosion and fire at its
Tuscola, Ill., plant, Bankruptcy Law360 reports.

In connection with the proposed penalties, Law360 relates that
OSHA on Tuesday cited Equistar for one willful and three serious
safety violations stemming from the March 22 incident.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On January 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 on April 24,
2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MAAS COS: To Auction Idaho Ethanol Plant on Nov. 10
---------------------------------------------------
The Star Tribune in Minneapolis-St. Paul., Minn., reports that
Maas Cos., will auction a partially built ethanol plant in Idaho
on Nov. 10 on the site in Heyburn, Idaho, and via the Internet.
The plant includes a $60 million, 20 million-gallon-per-year
ethanol plant, anaerobic digester biogas system and 3.2-megawatt
power facility begun and halted in 2007.  Chapter 11 bankruptcy
was filed in 2009 when additional financing could not be obtained.


MELISSA MILLER: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Melissa Mosich Miller asks the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property               $69,001
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,653,500
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $536,710
                                 -----------      -----------
        TOTAL                    $16,069,001       $7,190,210


                    About Melissa Mosich Miller

Malibu, California-based Melissa Mosich Miller owns a community
property interest in an entertainment-related production company -
Scott Miller & Company.  Melissa Mosich Miller filed for Chapter
11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10-
19870).  Jacqueline L. Rodriguez, Esq. represent the Debtor in its
restructuring effort.  The Debtor estimated assets at $10 million
to $50 million and debts at $1 million to $10 million.


MELISSA MILLER: Taps Levene Neale to Handle Reorganization Case
---------------------------------------------------------------
Melissa Mosich Miller asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Levene,
Neale, Bender, Yoo & Brill L.L.P. as counsel.

LNBYB will, among other things:

   -- advise the Debtor with regard to the requirements of the
      Bankruptcy Code, Bankruptcy Rules and the Office of the U.S.
      Trustee, as they pertain to the Debtor;

   -- advise the Debtor with regard to certain rights and remedies
      of the Debtor's bankruptcy estate and the rights, claims and
      interests of her creditors; and

   -- represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving the Debtor's estate unless the
      Debtor is represented in the proceeding or hearing by other
      special counsel.

The hourly rates of LNBYB's personnel are:

     Jacqueline L. Rodriguez-James, Esq.       $485
     Lindsey l. Smith, Esq.                    $235

In accordance with the agreement, Ms. James, a partner at the
firm, will bill her time at $400 per hour for the duration of the
Debtor's Chapter 11 case.

Ms. James tells the Court that prepetition LNBYB received $50,000
retainer for legal services rendered prepetition.  The retainer
was paid with funds belonging to the Debtor.  LNBYB has not
received any lien or other interest in property of the Debtor or
of a third party to secure payment of LNBYB's fees and expenses.

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

The firm can be reached at:

     Jacqueline L. Rodriguez-James, Esq.
     Lindsey l. Smith, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     1050 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310 229-1244
     E-mail: jlj@lnbyb.com
             lls@lnbyb.com

                    About Melissa Mosich Miller

Malibu, California-based Melissa Mosich Miller owns a community
property interest in an entertainment-related production company -
Scott Miller & Company.  Melissa Mosich Miller filed for Chapter
11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10-
19870).  The Debtor disclosed $16,069,001 in assets and $7,190,210
in liabilities as of the Petition Date.


MELISSA MILLER: Wants to Use J.P. Morgan Chase's Cash Collateral
----------------------------------------------------------------
Melissa Mosich Miller asks the U.S. Bankruptcy Court for the
Central District of California for authorization to use rents
generated by her primary property in which J.P. Morgan Chase
claims an interest.

The Debtor's primary asset is a community property interest in a
developed parcel of real property located at 27036 Sea Vista
Drive, Malibu, California.  The Debtor believes that the property
is worth approximately $12.5 to 17.2 million.

The Debtor owes approximately $5.9 million to Chase.

The Debtor will use the cash collateral to operate her business
until December 31, 2010.  In addition, the Debtor will use the
cash collateral to pay for: (i) all quarterly fees owing to the
Office of the U.S. Trustee and all expenses owing to the Clerk of
the Bankruptcy Court.

The Debtor explains that she must not be required to make adequate
any adequate protection payments to Chase because Chase is
adequately protected by very large equity cushions with respect to
both its first and second deeds of trust.

                    About Melissa Mosich Miller

Malibu, California-based Melissa Mosich Miller owns a community
property interest in an entertainment-related production company -
Scott Miller & Company.  Melissa Mosich Miller filed for Chapter
11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10-
19870).  Jacqueline L. Rodriguez, Esq. represents the Debtor in
its restructuring effort.  The Debtor disclosed $16,069,001 in
assets and $7,190,210 in liabilities as of the Petition Date.


METRO-GOLDWYN-MAYER: Soliciting Votes for Prepack Ch. 11 Plan
-------------------------------------------------------------
Metro-Goldwyn-Mayer Inc. has begun a solicitation of votes from
its secured lenders for a pre-packaged plan of reorganization.

MGM expects to continue normal business operations throughout the
restructuring process.  The Plan provides for MGM's employees,
vendors, participants, guilds, and licensees to be unimpaired.

The Plan provides for MGM's secured lenders to exchange more than
$4 billion in outstanding debt for approximately 95.3 percent of
equity in MGM upon its emergence from Chapter 11.  Spyglass
Entertainment would contribute certain assets to the reorganized
company in exchange for approximately 0.52 percent of the
reorganized company.  In addition, two entities owned by Spyglass
affiliates - Cypress Entertainment Group, Inc. and Garoge, Inc. -
will merge with and into a subsidiary of MGM, with the MGM
subsidiary as the surviving entity.  The stockholders of Cypress
and Garoge will receive approximately 4.17 percent of the
reorganized company in exchange.

Following the receipt of the requisite consents from secured
lenders during the solicitation period, and in order to implement
the debt restructuring, MGM intends to commence pre-packaged
Chapter 11 cases under the U.S. Bankruptcy Code and seek
confirmation of the Plan.  Gary Barber and Roger Birnbaum,
currently Co-Chairman and Chief Executive Officer of Spyglass
Entertainment, would serve as the Co-Chairman and Chief Executive
Officer of MGM following the company's emergence from Chapter 11.

The deadline for the Company's secured lenders to vote on the Plan
is October 22, 2010, unless extended.  Only holders of secured
debt as of October 4, 2010 under MGM's April 8, 2005 Credit
Agreement will be solicited.

                Final Stages of Prepack Plan

The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that Metro-Goldwyn-Mayer Inc. is in the final stages of
preparing a prepackaged bankruptcy filing to address its more than
$4 billion in debt.

The Journal says the first step of that process came this week,
when MGM presented its restructuring plan to debt holders.
Creditors have until Oct. 22 to vote on the deal.  The Journal
says MGM needs creditors holding about two-thirds of MGM's debt
and more than half its roughly 100 individual lenders to approve
the deal.  The report says MGM hopes to gather enough votes so a
judge can approve the studio's reorganization shortly after it
files for bankruptcy protection in coming weeks.

Under the plan, creditors would forgive all of MGM's debt for
ownerships stakes in the restructured studio.  Spyglass
Entertainment would merge some of its older films with MGM's
library and contribute other assets in exchange for a roughly 5%
equity stake.

According to the Journal, if MGM gets enough creditor support, it
hopes to spend roughly two months under Chapter 11 bankruptcy
protection.  When it exits bankruptcy, MGM's ambitions will be
scaled back to making only a handful of new movies each year.  The
studio plans to tap a new $500 million credit line to finance new
film production, people familiar with the matter said, far less
than the company had originally envisioned.

According to the Journal, people familiar with the plan said MGM's
current top film executive, Mary Parent, will likely leave the
studio after the restructuring to make way for Spyglass founders
Gary Barber and Roger Birnbaum, who will become the studio's co-
chief executives.

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

MGM tried to sell itself in March 2010 but received low bids.  The
Journal also has reported Sahara India Pariwar offered a bit more
than $2 billion for MGM a few weeks ago, but the studio's
creditors rejected the overture.

                      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.


MGM RESORTS: CityCenter Gets $1.8 Billion Senior Secured Facility
-----------------------------------------------------------------
CityCenter Holdings LLC obtained on September 30, 2010, an
amendment to its $1.8 billion senior secured credit facility that,
among other things, allows for certain mechanics' liens to exist
on its CityCenter development on the Las Vegas Strip.  CityCenter
Holdings is a joint venture of subsidiaries of MGM Resorts
International, a Delaware corporation, and Dubai World, a Dubai,
United Arab Emirates government decree entity.

The amendment allows for mechanics' liens in an aggregate amount
that is adequate to permit existing mechanics' liens.  The credit
agreement's limitation on mechanics' liens reduces on December 31,
2010, however the credit agreement also allows for mechanics'
liens to exist above the stated limits to the extent that bonds or
other security are provided with respect to any such mechanics'
liens, in each case in form acceptable to the administrative agent
under the credit agreement.

The mechanics' liens largely consist of claims asserted by
CityCenter Holdings' primary general contractor, Perini Building
Company, Inc., and its subcontractors.  The non-duplicative amount
of the mechanics' liens Perini asserted on behalf of itself and
its subcontractors was approximately $491 million as of June 30,
2010.  City Center Holdings has been actively pursuing settlements
with subcontractors, and the court ordered a reduction in the
amount of mechanics' liens that Perini asserted to $424 million on
September 30, 2010, as a result of payments of settlements of
underlying subcontractor claims.

                         About MGM Resort

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at June 30, 2010, showed
$19.98 billion in total assets, $1.19 billion in total current
liabilities, $2.65 billion in deferred income taxes,
$13.04 billion in long-term debt $243.29 million in other long-
term obligations, and $2.85 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on July 1, 2010,
Fitch Ratings affirmed these ratings for MGM Resorts: Issuer
Default Rating affirmed at 'CCC'; Senior secured notes due 2013,
2014, and 2017 affirmed at 'B+/RR1' (91%-100% recovery band);
Senior secured notes due 2020 rated 'B+/RR1' (91%-100%); Senior
credit facility affirmed at 'B-/RR3' (51%-70%); Senior unsecured
notes affirmed at 'CCC/RR4' (31%-50%); Convertible senior notes
due 2015 rated 'CCC/RR4' (31%-50%); Senior subordinated notes
affirmed at 'C/RR6' (0%-10%).


MI DEVELOPMENTS: Moody's Reviews 'Ba1' Rating on Senior Bonds
-------------------------------------------------------------
Moody's Investors Service placed the senior debentures of MI
Developments Inc. (Ba1) under review direction uncertain.  Moody's
rating action reflects the uncertainty surrounding the effect on
the debentures from the bid MID received on October 1, 2010, for
its shares, the increased risk in MID's credit profile resulting
from its stake in former Magna Entertainment Corp. racing and
gaming properties, and pressures in the automotive sector.  MID's
cash flows are derived from long-term triple-net leases,
substantially all of them to MID's former parent, Magna
International, Inc. (Magna, unrated), from which MID was spun off
in 2003, as well as the racing and gaming business properties that
now comprise approximately two-thirds of MID's total revenues.

ST Acquisition Corp., a corporation controlled by members of the
Stronach Family (the founders of Magna), announced its intention
to make an offer to acquire any or all of the Class A Subordinate
Voting Shares and Class B Shares of MI Developments Inc. not
already owned by it or its affiliates and associates at a price of
US$13.00 per share in cash.  STAC and its affiliated and
associated entities currently own an aggregate of 50,000 Class A
Subordinate Voting Shares and 383,414 Class B Shares of MID, which
together represent approximately 60% of the total voting power of
MID's outstanding shares.  MID's board will organize a special
committee to evaluate this offer.  In addition, on April 30, 2010,
MID took possession of a number of MEC's racecourses, gaming
operations and adjacent real estate properties in settlement of
MEC's obligations to MID.  MID's credit profile will become more
risky as it transforms from managing traditional income-producing
industrial properties to racing and gaming properties, for which
they have little expertise.

Moody's notes that MID's metrics have remained strong with fixed
charge coverage at 7.8x at 2Q10, leverage at 13.5% at 2Q10, and
Net debt/EBITDA at 1.85x at 2Q10.  However, the transfer of the
gaming and racing assets, which now comprise two-thirds of MID's
total revenue, from MEC to MID, will add greater volatility to
MID's revenue stream.

Moody's review will focus on whether the racing and gaming
properties will be a cash drain on MID, and whether secured or
other debt will be assumed as a result of the STAC bid, that could
be ahead or pari passu with Moody's rated debentures.  STAC stated
that the $600 million would be financed through a combination of
available cash-on-hand and third party financing that is currently
being arranged.  It is unknown whether some of this debt will be
in MID's secured debt basket that has a 15% limit under MID's
debenture covenants.  Moody's will evaluate the status of the
debentures in the takeout offer, as well as the impact of the
former MEC assets on MID's portfolio and credit metrics.

An upgrade is unlikely in the medium term.  A return to a stable
outlook would be based upon no negative implications for MID's
financial metrics or portfolio resulting from the STAC bid, and
clarity surrounding the impact of the automotive business
pressures on its Magna leases.  The rating could come under
pressure should MID experience a substantive weakening in credit
metrics with fixed charge coverage

consistently trending below 3x or a significant deterioration in
the automotive industry that would force Magna to close a
substantial number of its properties leased to MID.  In addition,
significant income volatility as a result of its ownership of
racing and gaming properties could result in a ratings downgrade.

These ratings were placed under review direction uncertain:

* MI Developments Inc. -- Unsecured debt at Ba1; unsecured debt
  shelf at (P)Ba1.

Moody's last rating action with respect to MI Developments was on
March 9, 2009, when Moody's placed MID's Ba1 rating on review for
downgrade.

MI Developments Inc., a real estate operating company
headquartered in Aurora, Ontario, Canada, is engaged in the
ownership, development, management, leasing and acquisition of
industrial and commercial real estate properties located in North
America and Europe.  At June 30, 2010, MI Developments had
US$2.0 billion in assets on a consolidated basis and
US$1.5 billion in equity.


MICHAELS STORES: Moody's Assigns 'Caa1' Rating on $750 Mil. Notes
-----------------------------------------------------------------
Moody's assigned Caa1 rating to Michaels Stores, Inc.'s proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

                        Ratings Rationale

Michaels' B3 Corporate Family Rating reflects its significant
financial leverage and weak credit metrics.  It also recognizes
Michaels' leadership position in the highly fragmented arts and
crafts segment, and its high operating margins.  The rating takes
into consideration the company's participation in some segments
that have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.

The stable rating outlook reflects Moody's expectation that the
company will maintain its current level of operating performance.
While leverage remains high for the rating, Moody's expects that
the company will continue to moderately deleverage over the near
to intermediate term.

Ratings could be upgraded if the company continues to generate
positive revenue growth and operating margins continue to expand.
Quantitatively, ratings could be upgraded if EBITA/interest can be
sustained above 1.4 times and debt/EBITDA sustained below 6.0
times.  At the same time the company would need to maintain a good
overall liquidity position.

Ratings could be downgraded if the company's sales were to decline
or operating margins were to erode.  Quantitatively ratings could
be downgraded if EBITA/interest approaches 1.0 times, debt/EBITDA
is likely to be sustained above 7.25 times, or free cash flow was
negative.  Ratings could also be downgraded if the company's good
liquidity profile were to erode.

This rating was assigned:

  -- $750 million Senior Unsecured Notes due November, 2018 at
     Caa1 (LGD 5, 76%)

These ratings were unchanged and LGD rates amended:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- Term Loan B due 2013 to B2 (LGD 3, 36%) from B2 (LGD 3, 37%)

  -- Term Loan C due 2016 to B2 (LGD 3, 36%) from B2 (LGD 3, 37%)

  -- $400 million Senior Secured subordinated notes due November
     2016 at Caa2 (LGD 6, 90%)

  -- $469 million (principal amount at maturity) Subordinated
     Discount Notes due 2016 at Caa2 (LGD 6, 95%)

  -- Speculative Grade Liquidity Rating at SGL-2

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of July 31, 2010, the company operated 1,028 "Michaels" retail
stores in the United States and Canada and 146 Aaron Brothers
Stores.


MICHAEL WASSON: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael S. Wasson, DMD, P.A.
        1111 Hendersonville Road
        Asheville, NC 28803

Bankruptcy Case No.: 10-11153

Chapter 11 Petition Date: October 1, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  E-mail: judyhj@bellsouth.net

Scheduled Assets: $98,567

Scheduled Debts: $3,102,229

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-11153.pdf

The petition was signed by Michael S. Wasson, president.


MOULTONBOROUGH HOTEL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Moultonborough Hotel Group, LLC
          dba Hampton Inn & Suites
        183 Laconia Road
        Tilton, NH 03276

Bankruptcy Case No.: 10-14214

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Steven M. Notinger, Esq.
                  DONCHESS & NOTINGER, PC
                  547 Amherst Street, Ste. 204
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  E-mail: nontrustee@dntpc.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nhb10-14214.pdf

The petition was signed by Kevin G. Attar, manager.


MOUNIR BADAWY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mounir Pierre Badawy
        6031 Crimson Ct
        McLean, VA 22101

Bankruptcy Case No.: 10-18342

Chapter 11 Petition Date: September 30, 2010

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

Judge: Stephen S. Mitchell

Debtor's Counsel: David Charles Masselli, Esq.
                  DAVID CHARLES MASSELLI PC
                  4113 Lee Highway
                  Arlington, VA 22207
                  Tel: (703) 741-0402
                  Fax: (703) 741-0979
                  E-mail: dm@mllaw.com

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

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

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


NAVISTAR INTERNATIONAL: Fitch Assigns 'BB-' Ratings on Loans
------------------------------------------------------------
Fitch Ratings expects to assign 'BB-'ratings to these bond
issuances and the related loan agreements between Navistar
International Corporation and the County of Cook, Illinois, and
the Illinois Finance Authority:

  -- $90,000,000 The County of Cook, Illinois recovery zone
     revenue facility bonds (Navistar International Corporation
     Project) series 2010; and

  -- $135,000,000 Illinois Finance Authority recovery zone
     revenue facility bonds (Navistar International Corporation
     Project) series 2010.

Proceeds from the bonds will be loaned to NAV to support the
relocation of NAV's headquarters and the expansion, renovation,
and consolidation of other facilities.  The bonds will be limited
obligations of Cook County and the IFA and will be payable solely
from the payments from the loan agreements entered into with NAV
and a guarantee from Navistar, Inc., the primary operating
subsidiary of NAV.  Cook County and the IFA will assign and pledge
certain rights under the loan agreements to the bond trustee
(Citibank N.A.) as security for the bonds.  The bonds are tax-
exempt and are related to the American Recovery and Reinvestment
Act of 2009, also known as the 'Stimulus Act.'

The loans will be senior unsecured obligations of NAV, and the
loans will have a guarantee by Navistar, Inc. to the bond trustee.
As a result of the loan agreements and limited obligations of Cook
County and the IFA, Fitch considers the underlying credit risk of
the bonds to be the same as NAV's credit risk, and Fitch is
assigning the bonds the same rating ('BB-') as NAV's senior
unsecured rating.

Fitch's ratings cover approximately $1.9 billion of debt at NAV
($2.1 billion pro forma for the proceeds from the project bonds)
and $3 billion of outstanding debt at Navistar Financial Corp. as
of July 31, 2010.  A full ratings list is shown at the end of this
release.  The Rating Outlook is Positive.

Fitch revised NAV's Outlook to Positive from Stable in March.  The
revision was driven by improvement in the financial profile of NFC
following the signing of an operating agreement with GE Capital
and by NAV's financial performance in the past year.
Historically, Fitch had concerns with NFC's funding,
capitalization, and asset quality performance, but they will be
eliminated or reduced by the agreement with GECC.

The Positive Outlook reflects Fitch's assessment that rating
upgrades may be warranted depending on performance in the next
year.  As NFC's existing retail portfolio runs off, performance of
the manufacturing operations will be the key driver of NAV's
credit quality.  Improvement of the company's ratings will be
driven by the pace of the truck market's rebound, success of the
company's exhaust gas recirculation emissions strategy,
improvement in profitability and leverage metrics, and ability to
continue to generate free cash flow on an annualized basis.

The ratings reflect solid credit metrics for the 'BB-' category,
adequate liquidity position, U.S. and Canada market share
leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong North American distribution network,
significant military business, and potential future success with
several business initiatives including the Mahindra & Mahindra
joint venture, Caterpillar joint venture, and Monaco RV business.

Credit concerns include the continued weakness in the truck
market, significant pension liabilities, uncertainty around the
success of NAV's EGR emissions strategy and dependence on the
North American market that contributed approximately 93% of the
company's 2009 fiscal-year revenue.  Litigation related to past
financial restatements and accounting controls is also a concern.
Fitch is also concerned with the UAW labor contract that expired
at the end of September.

Earlier this year, NFC entered into an agreement with GECC to fund
the retail portion of NFC's business.  Fitch views the agreement
with GECC as a positive as it will reduce funding and capital
needs and will continue to allow NAV to offer retail financing to
its customers.  Additionally, GECC's funding capacity may allow
NAV to obtain a greater share of fleet customers that under NFC
alone could not always get the amount of funding that was needed
and/or with competitive pricing and terms.  Term of the agreement
is three years renewed annually unless GECC or NFC gives a one-
year advance notice of cancellation.

Fitch expects top line growth at NAV this year but believes
margins could contract as a smaller portion of its business comes
from military sales.  Free cash flow is also likely to decline
this year as the company increases capital expenditures, pension
contributions, and investments in new ventures.  Beyond fiscal
2010, profitable growth looks likely as truck markets rebound from
trough levels.

At the end of NAV's third quarter ending July 31, 2010, Fitch
calculates NAV (excluding NFC) had manufacturing liquidity
position of approximately $792 million, consisting of $757 million
of cash and equivalents and $180 million in aggregate credit
facility capacity, less $145 million of current maturities of
long-term debt.  NAV's $200 million secured asset-backed credit
facility matures in June 2012.  Fitch expects NAV will be able to
end its current fiscal year with a manufacturing cash balance
greater than $1 billion, which is in line with its fiscal 2009
year end cash position.  Leverage (gross debt to EBITDA) was
approximately 2.4 times (x) for the latest 12 months period ending
July compared to 2.5x for fiscal year 2009.

NAV's pension plan funding status in its fiscal 2009 declined to
60.6% ($1.5 billion underfunded) compared to 74.8% in 2008.  The
$745 million decrease was due mainly to a $825 million actuarial
loss related to a decrease in the discount rate used to determine
the present value of the projected benefit obligations (discount
rate at Oct. 31, 2009 was 5.4% compared to 8.3% at Oct. 31, 2008).
The decline in the funded status was partially offset by asset
returns.  NAV contributed $37 million to its pension plans in 2009
and estimates contributions in 2010 will be $113 million.  Pension
legislation earlier this year could allow NAV to reduce required
funding by $300 million-$400 million over the next few years.

Fitch's ratings for Navistar are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured notes 'BB-'.
  -- Senior subordinated notes 'B'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

Due to NFC's close operating relationship and importance to the
parent, its ratings are directly linked to those of the ultimate
parent.  The relationship is governed by the Master Intercompany
Agreement, and there is a requirement referenced in the NFC credit
agreement requiring Navistar, Inc. and NAV to own 100% of NFC's
equity at all times.


NAVISTAR INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service changed the outlook of Navistar
International Corporation to Positive from Stable and assigned a
B1 rating to the company's $225 million issuance of tax-exempt
Recovery Zone Facility bonds.  Moody's also affirmed Navistar's B1
Corporate Family Rating and Probability of Default Rating, the B1
rating of the company's $1 billion in 8.25% senior unsecured notes
due 2021, and its SGL-2 speculative grade liquidity rating.

The positive outlook reflects the continuing recovery in the North
American medium and heavy truck markets.  In addition, Navistar's
credit metrics have held up better than expected during 2010
despite the anticipated decline in military revenues as certain
contracts rolled off and the engine supply arrangement with Ford
that terminated in December 2009.  While these factors have
contributed to a modest weakening in some of Navistar's credit
metrics for the LTM period through July 2010, Moody's believe that
the company's overall performance has held up well.  This better-
than-expected performance is largely due to the recovery in the
truck market and Navistar's strong performance in this sector.

Approximately $135 million of the tax-exempt RZF bonds will be
issued by the Illinois Finance Authority, and $90 million will be
issued by Cook County, Illinois.  Neither the IFA nor Cook County
(the issuers) will have any responsibility for principal or
interest payments due under the RZF bonds.  The bonds will be
serviced by a loan agreement between Navistar and the issuers.
This loan agreement will be pledged to the bond Trustee, and will
be unconditionally guaranteed by Navistar's principal operating
subsidiary, Navistar, Inc. This support structure mirrors that
which supports the B1 rating of Navistar's existing senior
unsecured debt.

Navistar's liquidity position is good and the principal sources of
liquidity are the $757 million in manufacturing-company cash it
held at July 31, 2010, and $180 million of availability under its
existing ABL facility maturing in 2012.  In addition, the company
should continue to generate moderate levels of free cash flow
during the coming twelve months.  These sources should enable the
company to comfortably fund all of its cash requirements during
the coming twelve months.  The liquidity profile is further
supported by the lack of financial covenants in the ABL facility
and the company's considerable amount of unencumbered assets that
are available to be pledged to potential lenders.  Navistar's
principal liquidity requirement will be the funding of
approximately $145 million of maturing debt and capital lease
payments.

A potential contingent call on Navistar's liquidity could come
from its captive finance operation, Navistar Financial
Corporation.  At year-end October 31, 2009, NFC (not rated by
Moody's) had a managed portfolio consisting of $2,076 million of
retail and lease receivables, and $835 million of wholesale notes.
During 2009 NFC had a relatively modest 9% penetration rate for
financing retail sales and leases of Navistar equipment, and its
retail/lease originations approximated $586 million.  The
company's penetration of wholesale financing was a robust 96%.

As a result of a recently completed agreement, GE Capital has
become the preferred provider of retail financing in support of
Navistar's truck and bus sales in the US.  As a result of this
agreement NFC should be relieved of the capital and liquidity
burden necessary to support new retail and lease originations.  In
addition, GE Capital's stronger balance sheet and superior capital
market access relative to that of NFC, should improve the
availability of the financing that can be offered to retail
purchasers of Navistar equipment.  This should result in a
significant reduction in NFC's origination of retail and lease
financing in the future.  However, the company will continue to
provide wholesale financing to its dealer network as well as a
small amount of retail notes and leases to end customers.  Moody's
notes that NFC has recently renewed various wholesale funding
sources in fiscal 2010 that do not mature until 2012.

The quality of NFC's receivable portfolio is performing in line
with that of other captive finance companies in the capital goods
and heavy equipment sector.  Moreover, conditions in the ABS and
bank markets indicate that NFC should not encounter any major
obstacles in its attempts to renew its various facilities and
maintain adequate liquidity to fund its remaining retail portfolio
and continuing wholesale originations.

Navistar's B1 rating could improve if the North American truck
market remains on track for a sustained recovery into 2011, and
Navistar's operational initiatives to moderate its vulnerability
to the truck cycle show evidence of taking hold.  Progress in
these initiatives would be demonstrated by continuing to solidify
the position of its military business and establishing solid
market acceptance of its EGR engines.  An improvement in the
rating would also be supported if the company's operating
performance is on track to generate EBITA/interest approximating
2.5x, (1.8x for LTM July '10) debt/EBITDA below 4x (4.3x for LTM
July '10), EBITA margin exceeding 5% (4.8% for LTM July '10), and
a strong liquidity profile as evidenced by a manufacturing-company
cash position and unused borrowing facilities approximating $1
billion.

The rating could come under pressure if key elements of the
company's operational initiatives for reducing cyclicality stall,
or if the recovery in the North American truck market stalls.
Metrics of the following levels would contribute to ratings
pressure: EBITA/interest below 1.25x and debt/EBITDA above 4.5x.

The last rating action on Navistar was an assignment of the B1
rating on October 21, 2009.


NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on $225 Mil. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating on Navistar International Corp.'s
proposed $225 million recovery zone facility revenue bonds.  The
'4' recovery rating indicates S&P's expectation that lenders would
receive average (30% to 50%) recovery in the event of a payment
default.

According to a preliminary limited offering memorandum, the bonds
are expected to be tax-exempt and consist of $135 million to be
issued by the Illinois Finance Authority and $90 million to be
issued by Cook County, Ill.  Loan agreements between the issuers
and Navistar stipulate that Navistar will pay principal and
interest on the bonds, supported by a guarantee from Navistar's
wholly owned operating subsidiary, Navistar Inc.

The bonds are rated the same as Navistar's senior unsecured debt,
reflecting the issuers' equal status under the offering documents
with other unsecured creditors in the event of a bankruptcy.

As of July 31, 2010, Navistar had approximately $1.7 billion in
debt at its manufacturing operations, including about $1 billion
in senior unsecured debt.

S&P expects proceeds from the proposed bonds to be used for the
purchase and renovation of a new corporate headquarters and
research facility in Lisle, Ill., expansion of a warehouse in
Joliet, Ill., and consolidation of product testing operations in
Melrose Park, Ill.

The corporate credit rating on Warrenville, Ill.-based Navistar
reflects what S&P considers to be the company's fair business risk
profile and aggressive financial risk profile.  Key business risks
include the severe cyclicality and capital-intensity of the North
American commercial-vehicle industry.  These risks are partly
offset by Navistar's stable to improving market shares in
commercial-truck segments and by the expansion of its military
business in recent years.

                          Ratings List

                   Navistar International Corp.

        Corporate credit rating             BB-/Stable/--

                           New Rating

                   Navistar International Corp.

                         Senior Unsecured

             US$90 mil. Recovery Zone Facility   BB-
    Rev Bonds (Navistar International Corp. Project) due 2040
              Recovery Rating                    4

             US$135 mil. Recovery Zone Facility   BB-
    Rev Bonds (Navistar International Corp. Project) due 2040
              Recovery Rating                     4


OMNICOMM SYSTEMS: Amends 2009 Annual Report to Correct Errors
-------------------------------------------------------------
OmniComm Systems, Inc., filed on October 5, 2010, Amendment No. 1
to its annual report on Form 10-K for the year ended
December 31, 2009, as originally filed on March 31, 2010.

On August 30, 2010, the Company's Board of Directors concluded
that the Company's consolidated financial statements for the year
ended December 31, 2009, should be restated because the Company
incorrectly recorded accounts receivables from certain client
contracts from invoices sent to clients during December 2009.  The
Company's Management concluded that the invoices should have not
been reported and that the associated transactions were
incorrectly accounted for under generally accepted accounting
principles.

Subsequent to its fiscal 2009 year end the Company has determined
that certain customer receivables totaling $2.4 million that were
recorded at December 31, 2009, should instead have been recorded
in January 2010.

The Company's balance sheet at December 31, 2009, as restated,
showed $3.3 million in total assets, $19.6 million in total
liabilities, and a stockholders' deficit of $16.3 million.

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

               http://researcharchives.com/t/s?6c3f

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses and has a net capital deficiency.


PACIFIC AVENUE: EpiCentre Owners Drop Suit v. Regions Bank
----------------------------------------------------------
The Charlotte Business Journal's Susan Stabley reports that the
owners of the EpiCentre development in uptown Charlotte dropped
their lawsuit Wednesday against Regions Bank over a disputed
discount of the uptown complex's $90 million construction loan.

The Business Journal says the filing in U.S. Bankruptcy Court
comes one day after the bank voluntarily dismissed its legal
action against the property's lead developers -- entrepreneur
Afshin Ghazi and investor George H. Cornelson III.

The Business Journal notes Messrs. Ghazi and Cornelson both own
equity in the ownership of the EpiCentre, which is split between
limited liability companies Pacific Avenue and Pacific Avenue II.

Pacific Avenue and Pacific Avenue II sued the bank on July 20.
According to the Business Journal, at issue was whether Regions
had agreed to negotiations by the ownership companies' manager,
Mr. Ghazi, for a $40 million discount of the loan, which now in
default.

Both filings were dismissed without prejudice.  That distinction
gives the bank or EpiCentre's owners the option to refile their
suits at a later time, if they so desire.

Regions Bank is represented by Doug Ghidina, Esq., at Moore & Van
Allen.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50,000,001 to $100,000,000 in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PACIFIC AVENUE: Hearing on Examiner Request Moved to Oct. 29
------------------------------------------------------------
The Charlotte Business Journal's Susan Stabley reports that a
hearing scheduled for Wednesday on whether an examiner or trustee
should be appointed in the bankruptcy cases of Pacific Avenue and
Pacific Avenue II was postponed to Oct. 29.

As reported by the Troubled Company Reporter on September 20,
2010, the U.S. Bankruptcy Administrator Lind Simpson sought a
third-party investigation into the financial affairs of Pacific
Avenue and Pacific Avenue II in support of Regions Bank's plea to
appoint an examiner or a trustee.  The Bankruptcy Administrator
said an examiner could determine whether EpiCentre's finance have
been handled property.  The bank accused the Companies of
financial mismanagement of a property that appears to be
successful.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50,000,001 to $100,000,000 in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PACIFIC AVENUE: Drops Suit Against Regions Bank Over Disputed Loan
------------------------------------------------------------------
Susan Stabley, staff writer at Charlotte Business Journal, reports
that Pacific Avenue and Pacific Avenue II dropped their lawsuit
against Regions Bank over a disputed discount of the Debtors' $90
million construction loan.

The move came after the lender voluntarily dismissed its legal
action against the property's lead developers Afshin Ghazi and
investor George H. Cornelson III, according to the Business
Journal.  Both filings were dismissed without prejudice.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PENSACOLA BEACH: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pensacola Beach Marina, LLC
        713 Via De Luna
        Pensacola Beach, FL 32561

Bankruptcy Case No.: 10-32046

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: David Lewis Powell, Esq.
                  LIBERIS & ASSOCIATES, P.A.
                  212 West Intendencia Street
                  Pensacola, FL 32502
                  Tel: (850) 438-9647
                  Fax: (850) 433-5409
                  E-mail: dpowell@liberislaw.com

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

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

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb10-32046.pdf

The petition was signed by Matthew S. Stevens, president of
Ainslie Manor, Ltd., general partner.


PMA COMPANIES: Moody's Upgrades Senior Debt Rating From 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has upgraded the senior debt rating of
PMA Companies, Inc. (formerly PMA Capital Corporation) to Baa3
from Ba3 and the insurance financial strength ratings of its
operating subsidiaries (PMA Insurance Group) to A3 from Baa3.
These rating actions follow the completion of the merger between
PMA and a wholly-owned subsidiary of Old Republic International
Corporation on October 1, 2010, and conclude a review for upgrade
that was initiated on June 10, 2010.  The ratings and outlooks on
Old Republic and its existing subsidiaries remain unchanged.  The
rating outlook for PMA is stable.

                        Ratings Rationale

Commenting on the upgrade of PMA's ratings, analyst Enrico Leo
said "PMA's financial flexibility will benefit from being part of
a much larger and financially stronger group.  Similarly, PMA's
market reputation and franchise should benefit from its
association with a stronger, better diversified organization." The
rating action also reflects Old Republic's explicit support via
internal reinsurance arrangements, implicit support given its
strategic importance to the Old Republic enterprise, and Moody's
expectation that the acquired PMA companies will be required to
adapt a more conservative financial profile over time, consistent
with Old Republic's financial policies.

PMA's stand-alone credit profile reflects the company's mono-line
workers' compensation franchise with good business flow and stable
retention rates, its service proposition to clients, and high-
quality fixed income portfolio.  These positive considerations are
offset by the highly competitive nature of workers' compensation
insurance, weak historic earnings, and the reserving risk inherent
in long-tail workers' compensation.  Additionally, in connection
with the 2009 sale of PMA Capital Insurance Company, contingent
payments under the capital support agreement pose a potential
liability.

PMA's new parent Old Republic (senior debt rated Baa1) is a
diversified, insurance operation with modest financial leverage
and high cash coverage metrics.  Through its various operating
subsidiaries, Old Republic is engaged in property and casualty
insurance (Old Republic General Insurance Group), mortgage
insurance (Old Republic Mortgage Guaranty Group), and title
insurance (Old Republic Title Insurance Group).  The PMA companies
have now become part of Old Republic's General Insurance Group
(lead insurance subsidiaries rated A1), which have historically
been conservatively managed and benefit from disciplined
underwriting and strong capitalization.  According to Moody's
senior credit officer Paul Bauer, "The lower ratings of the PMA
companies in comparison to Old Republic's other property and
casualty operating subsidiaries reflect PMA's weaker earnings and
capitalization characteristics, as well as its higher product risk
given its concentration in workers' compensation."

Factors that could lead to a ratings upgrade for PMA include:
improved levels of capitalization with gross underwriting leverage
consistently less than 4x; meaningful reduction in reinsurance
recoverables relative to equity, and improved, consistent
profitability metrics (e.g. ROC's in the high single digits).
Conversely, factors that could lead to a downgrade include: a
reduction in either the explicit or implicit support received from
Old Republic; gross underwriting leverage greater than 6x; or
continued weak or volatile earnings (ROC's in the low single
digits).

These ratings have been upgraded:

* PMA Companies, Inc. -- senior unsecured debt to Baa3 from Ba3;

* Manufacturers Alliance Insurance Company - insurance financial
  strength to A3 from Baa3;

* Pennsylvania Manufacturers' Association Insurance Company -
  insurance financial strength to A3 from Baa3; and

* Pennsylvania Manufacturers Indemnity Company - insurance
  financial strength to A3 from Baa3.

PMA Companies, Inc., headquartered in Blue Bell, Pennsylvania,
focuses on workers' compensation insurance and related fee-based
services, primarily in the eastern part of the United States.
During the first half of 2010, PMA Capital Corporation reported
net written premiums of $204 million, and net income of
$10 million.  As of June 30, 2010, shareholders' equity was
$429 million.

Old Republic International Corporation, headquartered in Chicago,
Illinois, is a multi-line insurance holding company whose
subsidiaries are engaged primarily in property and casualty
insurance, mortgage guaranty, and title insurance.  During the
first half of 2010, Old Republic reported total revenue of
$1.9 billion, and net income of $82 million.  As of June 30, 2010,
shareholders' equity was $4.0 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


POLYMER GROUP: S&P Changes CreditWatch on Ratings to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on Polymer Group Inc. to negative from developing
following the company's announcement that it has entered into a
definitive agreement to be acquired by an affiliate of Blackstone
Capital Partners V L.P.  Ratings, including the 'B' corporate
credit rating, were initially placed on CreditWatch with
developing implications on April 13, 2010, following the company's
announcement that it was beginning a review of strategic
alternatives.

"The CreditWatch listing reflects the potential for a downgrade
based on S&P's expectation of an increase in leverage that could
cause a material deterioration of Polymer's financial risk
profile," said Standard & Poor's credit analyst Henry Fukuchi.
S&P could affirm the ratings following S&P's review if business
conditions remain stable and the increase in debt is not
meaningful enough to result in a lower rating.  The ratings on
Charlotte, N.C.-based Polymer Group Inc. currently reflect a weak
business risk profile, significant exposure to volatile
polypropylene costs, significant customer concentration, and a
highly leveraged financial profile.

With annual revenues of about $1 billion, and $422 million of
total adjusted debt, Polymer Group manufactures nonwoven products
used in disposable consumer applications including baby diapers,
feminine hygiene products, and household wipes.  The company's
products are also used in disposable medical and filtration
products, as well as in a wide variety of industrial applications,
such as cable wrap, home furnishings, and automotive components.
Collaboration with customers in product development is a key
strength, as is the company's diversified global footprint with
about 51% of sales outside the U.S.

Long-term industry growth prospects are favorable due to new
applications for nonwovens in developed countries and rising
living standards in developing countries.  Nevertheless, compared
with rated peers, Polymer Group has a relatively narrow product
range.  In addition, it is vulnerable to volatile raw material
costs, particularly polypropylene.  Historically, the company has
been able to pass these increased costs on to customers, albeit
with a lag.  S&P expects the company will continue to face raw
material cost volatility affecting near-term operating results.
Customer concentration is a moderate risk factor with the top 20
customers representing about one-half of sales and the largest
client, Procter & Gamble Co., accounting for 11%.

Operating margins (before depreciation and amortization) were
approximately 11.6% for the 12 months ended June 30, 2010.  During
the first half of 2010, margins were affected by rising raw
material costs.  S&P expects the remainder of the year to be
better as prices adjust to reflect higher raw material costs.

Standard & Poor's considers the company to be highly leveraged
with total adjusted debt to EBITDA of 3.6x and debt to capital of
79% as of June 30, 2010.  S&P expects leverage metrics will most
likely deteriorate following the completion of the recently
announced transaction.  The key funds from operations to adjusted
total debt ratio is currently appropriate for the ratings, at
15.9%, as of June 30, 2010.  S&P expects the FFO to adjusted total
debt ratio will most likely deteriorate after the completion of
the recently announced transaction.   S&P expects this ratio to
average about 15% over the course of a business cycle to maintain
the current ratings.

S&P will monitor developments associated with the pending
acquisition and resolve the CreditWatch listing upon review of the
company's financing plans and expected financial profile following
the transaction.  The CreditWatch placement indicates that the
ratings could be affirmed or lowered depending on Polymer Group's
financial profile following a review of the transaction and
implications for credit quality.


PRINCETON AMBULATORY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Princeton Ambulatory Building, LLC
        2030 Sherman Drive
        Princeton, IN 47670

Bankruptcy Case No.: 10-71768

Chapter 11 Petition Date: October 1, 2010

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

Judge: Basil H. Lorch, III

Debtor's Counsel: James S. Kowalik, Esq.
                  HOSTETLER AND KOWALIK, P.C.
                  101 W. Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  E-mail: jsk@hostetler-kowalik.com

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

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

The petition was signed by Wagih Satar, M.D., member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GE Commercial Finance              Real Estate and      $1,736,106
Business Property                  Surgical Center
635 Maryville Center Drive, Suite 120
Saint Louis, MO 63141


PROLOGIS: To Sell 180 Properties to Blackstone for $1 Billion
-------------------------------------------------------------
The Wall Street Journal's Anton Troianovski reports that ProLogis
is close to selling about 180 properties to Blackstone Group LP
for $1 billion, according to people familiar with the matter.  The
sale involves more than 20 million square feet of warehouse and
distribution property in a variety of U.S. markets, people said.

According to Mr. Troianovski, it is not clear what kind of a deal
Blackstone is getting because it's not known which specific
properties the private-equity firm is buying.

Mr. Troianovski relates ProLogis, a Wall Street darling during the
economic boom, has been under pressure to sell property to pare
down debt it took on to fund an aggressive expansion.

The Journal relates that analyst Steven Frankel, who covers
industrial real-estate companies for research firm Green Street
Advisors, said "deleveraging is really something that [ProLogis]
need to do," said Mr. Frankel. A major asset sale to Blackstone,
he said, is strategically "the right step for them to be doing."

Mr. Troianovski notes ProLogis has succeeded in shoring up its
balance sheet with asset sales since late 2008, when some analysts
were warning of bankruptcy.  But some analysts say the company
still has too much debt.

As reported by the Troubled Company Reporter on July 30, 2010,
Fitch Ratings downgraded the Issuer Default Rating and outstanding
credit ratings of ProLogis:

  -- Long-term IDR to 'BB' from 'BBB';
  -- US$2.2 billion global line of credit to 'BB' from 'BBB';
  -- US$4.7 billion senior notes to 'BB' from 'BBB';
  -- US$1.9 billion convertible senior notes to 'BB' from 'BBB';
  -- US$350 million preferred stock to 'B+' from 'BB+'.

The Rating Outlook remains Negative.

Fitch said given the limited likelihood of significant near-term
de-levering equity capital raises by ProLogis as previously
contemplated by Fitch, leverage is expected to remain more
consistent with a 'BB' IDR given the significant scale of PLD's
industrial property platform.  The downgrade also reflects Fitch's
expectation that ProLogis' fixed charge coverage will continue to
be negatively impacted over the next 12-to-24 months by downward
mark-to-market pricing on core portfolio leases.  However, a
gradual realization of cash flow from completed development
properties in lease-up will bolster ProLogis' earnings power.

Standard & Poor's and Moody's have maintained investment-grade
ratings on the company.

                          About ProLogis

ProLogis is a publicly held real estate investment trust that
owns, operates and develops primarily industrial properties in
North America, Europe and Asia.  Its current business strategy
includes two reportable business segments: direct owned and
investment management.  Its direct owned segment represents the
direct long-term ownership of industrial and retail properties.
Its investment management segment represents the long-term
investment management of property funds and other unconsolidated
investees, and the properties they own.

At June 30, 2010, ProLogis had 1,187 industrial properties
consisting of 192.7 million square feet.   At June 30, 2010,
ProLogis had 27 retail properties consisting of 1.0 million square
feet.  It also owned two office properties with an aggregate cost
of $39.3 million at June 30, 2010.

ProLogis had $16.4 billion in total assets and $9.0 billion in
total liabilities as of June 30, 2010.


PROTEIN SOLUTIONS: Files for Bankruptcy Protection
--------------------------------------------------
Dow Jones' DBR Small Cap reports that Protein Solutions has filed
for bankruptcy protection.

According to the report, the company said in court papers that its
financial woes began when it outgrew its 36,000-square-foot
facility and moved to another 165,000-square-foot facility in
Chicago, which it is currently leasing.  The report relates
Protein Solutions said that although the company "had a profitable
year in 2008, the increased expenses and liabilities associated
with its move from the Tripp Avenue facility to the Kildare
facility caused liquidity problems in 2009."

The company, the report notes, added that consumers choosing to
spend their money at grocery stores instead of at restaurants also
hurt its business, as the trend translated into "severe decline"
in the company's sales.

Protein Solutions distributes portion-controlled cuts of meat to
restaurant chains, food-service distributors and food wholesalers.


PROTOSTAR INC: Judge Approves Liquidation Plan
----------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed ProtoStar Inc.'s Chapter 11
liquidation plan Wednesday.

The Plan distributes $395 million in proceeds generated by the
sale of its two satellites to creditors, Dow Jones' DBR Small Cap
reports.

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

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

                      About ProtoStar Ltd.

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

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

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

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


PRP INC: Closes Three Arby's Restaurants in Rome, Georgia
---------------------------------------------------------
Doug Walker, writing for Rome News-Tribune reports that three
Arby's restaurants shut down early Wednesday morning:

     -- 805 Martha Berry Blvd. in Rome, Georgia;
     -- 2885 Martha Berry Highway in Rome; and
     -- 1301 Nathan Dean Bypass in Rockmart in Georgia.

According to News-Tribune, Roman Vaudry Sartin, a member of an
informal breakfast group that gets together at the shop at 805
Martha Berry Blvd. and was in the store when, he said, management
got a call from owners in Alabama telling them to shut down.

News-Tribune relates PRP Inc., which bought the restaurants from
Charles Ables and the late Donald Evans three years ago, filed for
voluntary Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of Alabama in Mobile on Jan. 11.

According to News-Tribune, John P. Browning, a Mobile attorney
representing First Franchise Capital Corp., said a suit brought by
FFCC in a bid to recoup defaulted loans made to the Arby's
franchisees has been stayed pending completion of the bankruptcy
proceeding.

PRP filed its Chapter 11 petition on Jan. 11, 2010 (Bankr. S.D.
Ala. Case No. 10-00094).


QOC I LLC: Wells Fargo Seeks Dismissal of Chapter 11 Case
---------------------------------------------------------
Wells Fargo Securities, LLC, and Wells Fargo Bank, N.A., asked the
Southern District of Florida bankruptcy court to dismiss the
Chapter 11 bankruptcy case of QOC I LLC less than a week after the
case was filed, netDockets reports.

According to the report, QOC I's operations consist primarily of
"owning life insurance policies previously issued by insurance
companies and sold in the life settlement market" and Wells
Fargo is far and away the entity's largest creditor, with a
$138.4 million claim that is secured by 283 life insurance
policies owned by QOC I.  The report relates that while QOC I has
stated in court filings that it "filed this Chapter 11 case to
restructure the terms of the loan on terms with which it can
comply," Wells Fargo asserts that the bankruptcy constitutes a
"bad faith" filing.

In support of its assertion, netDockets notes Wells Fargo relies
upon a 1988 decision of the Eleventh Circuit Court of Appeals
which set forth six factors as hallmarks of a bad faith bankruptcy
filing:

   -- the debtor has only one asset;
   -- the debtor has few unsecured creditors who claims are small
      in relation to the claims of the secured creditors;
   -- the debtor has few employees;
   -- the debtor's asset is subject to foreclosure as a result of
      arrearages on the debt;
   -- the debtor's financial problems involve essentially a
      dispute between the debtor and its secured creditors that
      can be resolved in state court, outside of bankruptcy; and
   -- the timing of the debtor's filing evidences an intent to
      delay or frustrate the legitimate efforts of the debtor's
      secured creditors to enforce their rights.

Meanwhile, netDockets discloses, in re Phoenix Piccadilly, Ltd.,
849 F.2d 1393 (11th Cir. 1988), the bank asserts that there can be
no dispute regarding the application of the first three factors to
QOC I's filing: its only assets are the insurance policies,
general unsecured claims amount to less than 0.04% of QOC I's
total indebtedness ($52,000 vs. the $138.4 million Wells Fargo
claims it is owed), and it has no employees.  As for the final
three elements, Wells Fargo asserts that each "are also each met
or effectively met here" because, while the Wells Fargo loan is
not presently in foreclosure, that is "only because Wells Fargo
was negotiating in good faith towards an attempted, consensual
out-of-court restructuring with a party that apparently was not,"
the report says.

In its pleadings, the report relates, Wells Fargo also challenges
the value that QOC I has assigned to the life insurance policies
in court filings.

While QOC I has asserted that its assets are worth
$160-165 million (i.e., in excess of Wells Fargo's claims), the
bank asserts that the policies "have a present market value of not
more than $100 million," netDockets notes.

Nevertheless, netDockets posts, Wells Fargo asserts in its motion
that the case should still be dismissed even if the court were to
be convinced that the value of the assets exceeds the value of
Wells Fargo's claims.  Contemporaneously with the filing of the
dismissal motion, the report relates, Wells Fargo filed an
objection to QOC I's pending motion to use cash collateral.  Its
pleadings also reflect that it intends to file a motion for relief
from the automatic stay shortly, although that motion had not been
filed as of the time of this post, the report adds.

                       About QOC I LLC

Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.

QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153).  Attorneys at Genovese
Joblove & Battista, P.A., serve as counsel to the Debtor.  The
Debtor estimated its assets and debts at $100 million to $500
million as of the Petition Date.


QUARRY POND: Creditors to Recover 100% in 15 Years Under New Plan
-----------------------------------------------------------------
Bob Shallit, writing for The Sacramento Bee, reports that in 45 to
60 days, a judge is set to rule on Lisa Powers' latest
reorganization plan and decide if her nearly 4-year-old Quarry
Ponds center can emerge from Chapter 11 bankruptcy protection.

According to SacBee, the new reorganization plan calls for paying
all creditors back "100 cents on the dollar" -- but over a period
of up to 15 years with no interest.  Her original plan with the
court called for her to pay off just 50% of the project's debts.

"I feel good about it," Ms. Powers says, noting that the center
has raised its occupancy level to 77% from a low of 52% at the
time it filed for reorganization late last year, SacBee says.

                         About Quarry Pond

Quarry Pond, LLC -- dba Quarry Ponds Town Center and One Ripe
Tomato -- filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 09-33426) on November 3, 2009.  Ruth Elin
Auerbach, Esq., assists the Company in its restructuring efforts.
The Company estimated $10 million to $50 million in assets and
debts in its petition.  Quarry Ponds averted foreclosure by Bank
of New York Mellon, which holds $19.2 million in debt.


RADLAX GATEWAY: No-Credit-Bid Auction Denied by Court
-----------------------------------------------------
netDockets.com reports that Bankruptcy Judge Bruce Black of the
Northern District of Illinois bankruptcy court denied approval of
bidding procedures for the sale of substantially all of the assets
of RadLAX Gateway Hotel LLC and its affiliates.  According to
netDockets, Judge Black's order notes that the bidding procedures
were substantially identical to the procedures proposed in the
bankruptcy cases of River Road Hotel Partners LLC.

In River Road, Judge Black said the denial is based upon the River
Road Debtors' attempt to preclude their lenders from submitting a
credit bid for their assets.  The Debtors relied heavily on the
Third Circuit Court of Appeals decision in In re Philadelphia
Newspapers, LLC (559 F.3d 289 (3rd Cir. 2010)), but Judge Black
stated that he "finds Judge Ambro's well-reasoned dissent in
Philadelphia Newspapers more persuasive."

According to netDockets, Judge Black found that the Debtors could
not use Sec. 1129(b)(2)(A)(iii) of the Bankruptcy Code to preclude
the lenders from credit bidding.  The Court said the Debtors had
offered insufficient evidence to demonstrate that cause existed.

                  About RadLAX Gateway Hotel

RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles
International Airport.  Affiliate River Road Hotel Partners, LLC,
developed and manage the InterContinental Hotel Chicago O'Hare
located in Rosemont, Illinois.  Both are ultimately controlled
owned by Harp Group.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50
million to $100 million.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


RENFRO CORP: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Mount Airy, N.C.-based Renfro Corp. to
'B' from 'B-'.  The outlook is stable.

In addition, S&P raised its issue-level rating on Renfro's senior
secured credit facility to 'B' from 'B-' (the same as the
corporate credit rating).  The recovery rating remains '4',
indicating S&P's expectation of average (30%-50%) recovery for
debt holders in the event of payment default.

The upgrade reflects continued positive operating performance,
improved credit metrics and sufficient covenant cushion levels in
excess of 30%.  With adequate liquidity and a strengthening of
credit metrics, including adjusted leverage decreasing to 3.5x as
of July 31, 2010 from 4.7x prior year, S&P views the company's
aggressive financial risk profile supportive of a 'B' rating.  S&P
continues to assess the company's business risk profile as
vulnerable, given its participation in the highly competitive
apparel manufacturing industry, its narrow product focus in a
commodity-like product and customer concentration.

Renfro designs, manufactures, and markets men's, women's, and
children's socks, including the well-known Fruit of the Loom and
Polo brands.  Fruit of the Loom makes up a significant portion of
the company's revenues, and while Renfro does not own the brand,
it does have a long-term license to sell Fruit of the Loom socks
until 2026.  S&P believes the sock manufacturing segment is
somewhat fragmented, with other major sock market participants
such as Gildan, Hanes, and Gold Toe.


RICHARD HVIZDAK: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard C. Hvizdak
        202 LaGrande Drive
        Cranberry Township, PA 16066

Bankruptcy Case No.: 10-26949

Chapter 11 Petition Date: September 30, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

Estimated Assets: $0 to $50,000

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

A list of the Debtors's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-26949.pdf


RIVER ROAD: No-Credit-Bid Auction Denied by Court
-------------------------------------------------
netDockets.com reports that Bankruptcy Judge Bruce Black of the
Northern District of Illinois bankruptcy court denied a bidding
procedures motion filed by River Road Hotel Partners, LLC and its
affiliates.

netDockets says the denial is based upon the Debtors' attempt to
preclude their lenders from submitting a credit bid for their
assets.  The Debtors relied heavily on the Third Circuit Court of
Appeals decision in In re Philadelphia Newspapers, LLC (559 F.3d
289 (3rd Cir. 2010)), but Judge Black stated that he "finds Judge
Ambro's well-reasoned dissent in Philadelphia Newspapers more
persuasive."

According to netDockets, Judge Black found that the Debtors could
not use Sec. 1129(b)(2)(A)(iii) of the Bankruptcy Code to preclude
the lenders from credit bidding.  The Court said the Debtors had
offered insufficient evidence to demonstrate that cause existed.

                  About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50
million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


ROB WHITTLE: Lender Acquires Property for Over $25 Million
----------------------------------------------------------
J.J. Smith at The Rockwall News reports that The Harbor on Lake
Ray Hubbard has new owners after a federal bankruptcy judge
allowed Credit Union Liquidity Services -- a wholly owned
subsidiary of Texans Credit Union -- to foreclose on the property
which was developed and primarily owned by Heath residents Rob and
Sara Whittle.

Rockwall News says Credit Union Liquidity Services bid just over
$25 million at the foreclosure auction to purchase the land and
six buildings which make up the dining and entertainment district.
Rockwall News relates the new owner is expected to hire a
professional management company immediately to operate the
property.

According to Rockwall News, Rob Whittle said he is disappointed
but business will continue as usual.  Mr. Whittle also explained
that they still own the Phase 2 land and about 90% of the parking
lots.  They also still own the Hilton Bella Harbor Hotel and the
land beneath it.

The report says the foreclosure was allowed by U.S. Bankruptcy
Court for the Northern District Judge Staci G.C. Jernigan.
Attorney Ryan Manns, Esq., at Fulbright & Jaworski in Dallas,
represented Credit Union Liquidity Services.  He declined to
comment.

Mariah Bay sought Chapter 11 protection (Bankr. N.D. Texas Case
No. 10-31171) in Dallas, on Feb. 19, 2010.  Joyce W. Lindauer, in
Dallas, serves as counsel to the Debtor.  At the time of the
filing Mr. Whittle listed assets valued at $42.9 million --
primarily in Phase I of The Harbor.  About $29 million in
liabilities were listed, including the $28 million mortgage.


ROBERT JONES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert Randal Jones
          aka Randy Jones
        239 Pine Grove Road
        Cornelia, GA 30531

Bankruptcy Case No.: 10-24497

Chapter 11 Petition Date: October 4, 2010

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

Judge: Robert Brizendine

Debtor's Counsel: Harmon T. Smith, Jr., Esq.
                  LAW OFFICE OF HARMON T. SMITH, JR.
                  380 Green Street, NE
                  P.O. Box 1276
                  Gainesville, GA 30503
                  Tel: (770) 536-1313
                  E-mail: htsmith@bellsouth.net

Scheduled Assets: $1,607,000

Scheduled Debts: $2,081,700

A list of the Debtor's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-24497.pdf


ROCK US: Proposed Sale Deals May Chill Bidding, Says U.S. Trustee
-----------------------------------------------------------------
A federal watchdog says proposed deals to purchase two commercial
buildings from Rock US Holdings Inc. for nearly $170 million, plus
the assumption of liabilities, contain a provision that could
"chill" competitive offers, Dow Jones' DBR Small Cap reports.

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10-
12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del.
Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC
(Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

Rock US Holdings estimated assets at up to $50,000 debts at
$100 million to $500 million as of the Petition Date.  Rock US
Investments estimated its assets at up to $50,000 and debts at
$100 million to $500 million; Rock New York (100-104) estimated
its assets at $100 million to $500 million and debts at
$100 million to $500 million; and Rock New York (183 Madison)
estimated its assets at $100 million to $500 million and debts at
$100 million to $500 million as of the Petition Date.

Jamie Lynne Edmonson, Esq., Neil B. Glassman, Esq., at Bayard PA,
are the Debtors' general bankruptcy counsel.

Hogan Lovells US LLP is the Debtors' special corporate and
Litigation counsel.

Jones Day is the Debtors' special real estate counsel.


ROCK US: Trustee Says 'Match' Right Chills Bidding
--------------------------------------------------
Bankruptcy Law360 reports that the bankruptcy trustee for Rock US
Holdings Inc. has said a match right embedded in a $93.5 million
purchase agreement for two Manhattan skyscrapers will "have the
effect of chilling bids" for the properties and prevent other
buyers from coming forward.

                         About Rock US

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10-
12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del.
Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC
(Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

Rock US Holdings estimated assets at up to $50,000 debts at
$100 million to $500 million as of the Petition Date.  Rock US
Investments estimated its assets at up to $50,000 and debts at
$100 million to $500 million; Rock New York (100-104) estimated
its assets at $100 million to $500 million and debts at
$100 million to $500 million; and Rock New York (183 Madison)
estimated its assets at $100 million to $500 million and debts at
$100 million to $500 million as of the Petition Date.

Jamie Lynne Edmonson, Esq., Neil B. Glassman, Esq., at Bayard PA,
are the Debtors' general bankruptcy counsel.

Hogan Lovells US LLP is the Debtors' special corporate and
Litigation counsel.

Jones Day is the Debtors' special real estate counsel.


SALLY BEAUTY: Beauty Systems Group Acquires Aerial Company
----------------------------------------------------------
Sally Beauty Holdings Inc. subsidiary Beauty Systems Group LLC has
acquired Aerial Company, Inc..  The addition of Aerial will extend
BSG's distribution reach and breadth of professional beauty
product offerings in the Midwest region of the U.S.

"Aerial is a leading distributor in the professional beauty
products industry," said Gary Winterhalter, CEO of Sally Beauty
Holdings.  "The addition of Aerial will compliment BSG's portfolio
and expand its geographic footprint in the Midwest, directly
supporting our objective to grow Sally Beauty Holdings over the
long-term."

"This acquisition is consistent with our strategy to extend our
reach in U.S. geographies where we do not already have a strong
presence," said John Golliher, president of BSG.  "We believe the
addition of Aerial will strengthen our position in this important
region of the U.S. and create additional value for our customers,
suppliers, and our stockholders."

Ryan Hmielewski, President of Aerial Company, Inc., stated, "We
are pleased to join the BSG team to achieve our goal of becoming
the professional beauty industry's best full-service distributor.
I look forward to the new opportunities of the combined
companies."

Sally Beauty Holdings paid $70 million, net of the present value
of the future incremental tax benefit expected to be realized by
the Company from the transaction.  The acquisition is expected to
be slightly accretive, post integration costs, to Sally Beauty
Holdings' earnings per share in fiscal year 2011.  Cost synergies
are expected to be realized upon full integration of Aerial, and
the Company projects further accretion to Sally Beauty Holdings'
earnings per share in fiscal year 2012.

                    About Sally Beauty Holdings

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH) --
http://www.sallybeautyholdings.com/-- is an international
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.

The Company's balance sheet at June 30, 2010, showed $1.51 billion
in total assets, $2.04 billion in total liabilities, and
a stockholders' deficit of $525.50 million.


SAREENA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Sareena Hospitality, LLC
        5300 S. Cobb Drive
        Smyrna, GA 30080
        Tel: (404) 681-3450

Bankruptcy Case No.: 10-89933

Chapter 11 Petition Date: October 4, 2010

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

Debtor's Counsel: John A. Christy, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 681-3450
                  Fax: (404) 681 1046
                  E-mail: jchristy@swfllp.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-89933.pdf

The petition was signed by Shehzad J. Lutfeali, member.


SAVANNAH OUTLET: Files for Chapter 11 in Hometown
-------------------------------------------------
Savannah Outlet Shoppes LLC filed for Chapter 11 protection
(Bankr. S.D. Ga. Case No. 10-42135) on October 4 in its hometown
in Savannah, Georgia.

Savannah Outlet is the owner of the Savannah Festival Outlet
Center.  The center, with more than 20 stores, is located on
Gateway Boulevard, just off exit 94 on Interstate 95.  The Debtor
estimated assets and debts of $10 million to $50 million in its
Chapter 11 petition.

The center owes $10.1 million on the first mortgage and
$600,000 on a second-lien debt.


SEDONA DEVELOPMENT: Wants Add'l. 30 Days to File Chapter 11 Plan
----------------------------------------------------------------
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, ask the U.S. Bankruptcy Court for the District of Arizona to
extend by 30 days the period in which the Debtors have the
exclusive right to file a plan of reorganization, and preserving
the 60-day period thereafter in which the Debtors may solicit
acceptance of their plan.

The Debtors need additional time to complete the proposed plan
which they hope will satisfy their key creditors and the
requirements of the Bankruptcy Code.

The Debtors are represented by:

     John J. Hebert, Esq.
     Philip R. Rudd, Esq.
     Wesley D. Ray, Esq.
     POLSINELLI SHUGHART PC
     One E. Washington, Suite 1200
     Phoenix, AZ 8504
     Tel: (602) 650-2000
     Fax: (602) 264-7033
     E-mail: PhoenixBankruptcyECF@polsinelli.com
             jhebert@polsinelli.com
             prudd@polsinelli.com
             wray@polsinelli.com

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711).
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  Polsinelli Shughart PC
assists the Debtors in their restructuring efforts.  Lender
Specialty Trust is represented by Joseph E. Cotterman, Esq., and
Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona
disclosed $29,171,168 in assets and $121,679,994 in liabilities.


SEWARD LODGING: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Seward Lodging Builders, Inc.
          dba Seward Super 8
        1329 Progressive Road
        Seward, NE 68434

Bankruptcy Case No.: 10-43009

Chapter 11 Petition Date: October 1, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                  HUSCH BLACKWELL SANDERS
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  E-mail: rvgbknotice@huschblackwell.com


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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-43009.pdf

The petition was signed by David D. Graf, president.


SL GREEN: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $300 million
aggregate principal amount of 3% exchangeable senior notes due
2017 issued by SL Green Operating Partnership, a subsidiary of SL
Green Realty Corp.  The transaction is expected to close Oct. 12,
2010, subject to customary closing conditions.

Net proceeds from the offering of the notes are expected to be
approximately $292.5 million.  The proceeds are expected to be
used for investment opportunities and repayment of the outstanding
indebtedness of SLG's subsidiaries, with any additional proceeds
to be used for general corporate purposes.

SL Green Realty Corp's 'BB+' Issuer Default Rating is based on its
solid liquidity position, consistent portfolio performance of
office assets and the strength of SLG's management team, as it
maintained solid occupancy and liquidity throughout the downturn.
The ratings also reflect the company's consistent leverage,
measured as net debt to recurring operating EBITDA, and fixed-
charge coverage ratio (defined as recurring operating EBITDA less
capital expenditures and straight-line rents, divided by interest
incurred and preferred stock distributions).

Balancing these strengths are SLG's potential future capital
requirements, including debt repayment and investment capital,
which could cause potential challenges in the event that capital
markets access becomes more difficult.  These challenges could
include the inability to refinance maturing mortgages at face
value.  Additional concerns include relatively weak office
property fundamentals in SLG's markets, which may negatively
impact the earnings power of the company's portfolio, as well as
the geographic concentration of SLG's portfolio of office
properties in Metro New York City and SLG's exposure to financial
services tenants.

SL Green is a self-administered and self-managed real estate
investment trust that predominantly acquires, owns, repositions
and manages Manhattan and suburban office properties.  On a
consolidated basis as of June 30, 2010, the Company owned
interests in 30 New York City office properties totaling
approximately 22,012,215 square feet and 31 suburban assets
totaling 6,804,700 square feet.  SL Green also held investment
interests in eight retail properties, three development
properties, and two land interests.  SL Green had $10.4 billion in
total book assets and $4.7 billion in total shareholders' equity
as of June 30, 2010.


SOHO 25: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Soho 25 Retail, LLC
        270 Lafayette, Suite 502
        New York, NY 10012
        Tel: (212) 925-0031

Bankruptcy Case No.: 10-15114

Chapter 11 Petition Date: September 28, 2010

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

Debtor's Counsel: Nancy Lynne Kourland, Esq.
                  ROSEN & ASSOCIATES, P.C.
                  747 Third Avenue
                  New York, NY 10017
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  E-mail: nkourland@rosenpc.com

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

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

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

The petition was signed by Christopher H. Martorella, sole
member/Metropolitan Housing Partners, LLC.


SONOMA VINEYARD: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Sonoma Vineyard Estates LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property                   $38
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,998,010
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $10,000,038       $6,998,010

Napa, California-based Sonoma Vineyard Estates LLC filed for
Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D.
Calif. Case No. 10-13447).  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


ST. STEPHEN'S: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: St. Stephen's Church in God in Christ of San Diego,
        California
        5825 Imperial Avenue
        San Diego, CA 92114

Bankruptcy Case No.: 10-17785

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Paul J. Leeds, Esq.
                  HIGGS, FLETCHER, MACK LLP
                  401 West A Street, Suite 2600
                  San Diego, CA 92101-7910
                  Tel: (619) 236-1551
                  Fax: (619) 696-1410
                  E-mail: leedsp@higgslaw.com

Scheduled Assets: $2,501,461

Scheduled Debts: $2,391,161

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-17785.pdf

The petition was signed by George A. McKinney, executive pastor.


STANLEY NEWQUIST, III: Case Summary & Creditors List
----------------------------------------------------
Debtor: Stanley Arthur Newquist, III
          dba Little Pink Houses
        5 Hill Street
        Annapolis, MD 21401
        Tel: (443) 223-8837

Bankruptcy Case No.: 10-32799

Chapter 11 Petition Date: October 4, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: John C. Gordon, Esq.
                  532 Baltimore & Annapolis Boulevard
                  Severna Park, MD 21146
                  Tel: (410) 340-0808
                  Fax: (410) 544-1244
                  E-mail: johngordononline@yahoo.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-32799.pdf


STARFIRE SYSTEMS: Two Suitors to Challenge Palladium
----------------------------------------------------
Larry Rulison, business writer for The Times Union, reports that
Starfire Systems Inc. Chief Executive Officer Andrew Skinner said
Monday there are three buyers vying for the company as it seeks to
exit Chapter 11 bankruptcy protection.

"At this point, they're all good deals for Starfire," Mr. Skinner
said.

The report notes that as Starfire has sought to emerge from
bankruptcy, one solution was for its major investor, Palladium
Equity Partners of New York City, to become a majority owner in
the company.

Mr. Skinner said the other suitors include Pillar Capital Holdings
and a Starfire customer named Greene Tweed.

The report says an appraisal that Palladium filed with the
bankruptcy court values Starfire at roughly $2 million as of
September 15.

Based in Schenectady, New York, Starfire Systems Inc., makes
specialty polymers, ceramic compounds, coatings and adhesives.
The company filed for Chapter 11 protection (Bankr. N.D.N.Y. Case
No. 09-12989) on August 13, 2009.  Richard L. Weisz, Esq., at
Hodgson Russ LLP, represents the Debtor in its restructuring
efforts.  In its petition, the Debtor has $2,699,546 in total
assets and $3,597,277 in total debts.


STEPHEN ADAMS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Stephen Clifford Adams
               Judy Broyles Adams
               10625 Montclair Way
               Duluth, GA 30097

Bankruptcy Case No.: 10-89438

Chapter 11 Petition Date: October 3, 2010

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

Debtors' Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-89438.pdf


SUPERIOR ACQUISITIONS: Sec. 341(a) Meeting Scheduled for Oct. 22
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Superior
Acquistions, Inc.'s creditors on October 22, 2010, at 1:30 p.m.
The meeting will be held at the Office of the U.S. Trustee, 777
Sonoma Avenue #116, Santa Rosa, CA 95404.

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

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

Lakeport, California-based Superior Acquistions, Inc., filed for
Chapter 11 bankruptcy protection on September 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  Michael C. Fallon, Esq., at the
Law Offices of Michael C. Fallon, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


TANGLEWOOD FARMS: Perdue Buys Grain Elevation Property
------------------------------------------------------
Bob Montgomery at The Daily Advance reports that Maryland-based
Perdue Inc. acquired certain assets of Tanglewood Farms Inc.  The
sale was completed on Sept. 20, 2010.

The report notes that Perdue bought only the grain elevator
portion of the Property.  The deal includes about 10 acres but it
does not include other farm property or operations.  The deal also
doesn't include any of the commercial property owned by the
Tanglewood development at U.S. 17 Bypass and Halstead Boulevard
Extended.

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City, filed for Chapter 11 bankruptcy protection on
Aug. 20, 2010 (Bankr. E.D. N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets of between $1 million and
$10 million, and debts of between $10 million and $50 million.


THINKFILM LLC: Declared, Together With Capital Films, as Insolvent
------------------------------------------------------------------
Brent Lang, writing for The Wrap News, reports that Judge Barry
Russell has formally declared David Bergstein's ThinkFilm and
Capitol Films Development bankrupt.  Mr. Lang relates the decision
followed a three-hour hearing Tuesday afternoon and had been
expected after Mr. Bergstein's lawyers missed a key deadline last
week to oppose a motion for a summary judgment in the Chapter 11
hearing.

According to TheWrap, Mr. Bergstein said the ruling was not a
setback and maintained that he had never disputed that the two
companies in question were insolvent.  Mr. Bergstein said that
Capitol Films was a small subsidiary company with little activity,
and that he had already put it into administration in the United
Kingdom.

"All we have been focused on from the beginning is to keep the
parent companies, R2D2 and CT1, out of bankruptcy. They are not
insolvent and the judge indicated today that will go to trial next
year," Mr. Bergstein told TheWrap via email.

TheWrap reports that Judge Russell also has denied an earlier
motion by Mr. Bergstein to force Aramid Entertainment Funds to put
up a $25 million bond to demonstrate it has sufficient assets to
pay costs if it loses its case.  Aramid is attempting to recover
roughly $16 million from Mr. Bergstein and his business partner
Ronald Tutor, who recently agreed to purchase Miramax from Disney
in a complex deal that Mr. Bergstein helped broker.  Mr. Bergstein
had claimed that Aramid is an offshore company that is using the
case to mask its own financial problems.

TheWrap notes Aramid's David Molner was subsequently sued by
investors in his film funds for $50 million last September.  Mr.
Molner told TheWrap and other media outlets that those claims were
baseless and were designed to embarrass him.

TheWrap notes Mr. Molner and the other creditors are hoping to
give court appointed trustee Ronald Durkin the authority to
control Bergstein's companies' assets.  Judge Russell has
previously reprimanded Mr. Bergstein and Tutor for "stonewalling"
Durkin's investigations.

The trial resumes on November 10, TheWrap says.

                      About Thinkfilm, et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 against the
companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D.
Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif.
Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D.
Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No.
10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-
19912).  Judge Barry Russell presides over the cases.  The
Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.


TIGER TRUCK: Files for Bankruptcy, to Close Poteau Plant
--------------------------------------------------------
The Poteau City leadership is ready to move forward and work with
any business interested in the former Tiger Truck manufacturing
facility.

Tiger Truck filed for bankruptcy and is shutting down its Poteau
facility.

Mayor Jeff Shockley said, "We are sincerely sorry to have our
friends at Tiger Truck leave our community.  We all worked
diligently to establish Tiger in Poteau and certainly many in our
community benefited from their presence.  However, we now move
forward and stand ready to assist another tenant in that most
desirable space."

Tiger's location at Poteau Industrial Park is ideally positioned
to connect either East or West via Interstate Highway 40.  The
building has 163,000 square feet of heated and air-conditioned
space plus a state of the art large eco powder coat system.  At
the height of its operation in Poteau the small utility off road
truck manufacturer employed 90 people.

The main facility was built in 1980s but added 50,000 square feet
in 2007.

Tiger's CEO Mike Ward said, "The City of Poteau and Mayor Shockley
were wonderful to work with from the very beginning and throughout
our stay.  They made it easy to establish in this lovely
Southeastern town and have been supportive during our three years
here."

The City of Poteau has a current population of 8,300 and is
located about 40 minutes from Fort Smith, Arkansas with an
international airport.  It's strategic position next to Texas and
Arkansas is a large advantage to any business and it offers
tremendous educational, recreational and living opportunities.


TONI BRAXTON: Files for Chapter 7 in Los Angeles
------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Toni Braxton has filed for Chapter 7 bankruptcy
protection in Los Angeles, California, on September 30.  DBR
relates that Ms. Braxton, in her Chapter 7 petition, estimated
$1 million to $10 million in assets and $10 million to $50 million
in debts.

Fox 10 News reports that Ms. Braxton also filed for bankruptcy
back in 1998 and saw the IRS file a lien against her for $396,000
earlier this year.

According to DBR, Ms. Braxton's creditors include the Flamingo Las
Vegas hotel and casino, the Four Seasons Hotel in Washington,
D.C., Neiman Marcus, the Screen Actors Guild, RCA Music Group and
various other entertainment-related companies.

Ms. Braxton, 43, is an American R&B singer.


TOOLS-4-HIRE: Wells Fargo Entitled to Adequate Protection Payments
------------------------------------------------------------------
Tools-4-Hire, Inc., seeks to recover two things: (i) payments
totaling $256,580.71 that it made to Wells Fargo Construction, a
division of Wells Fargo Equipment Finance, Inc., during its
chapter 11 case and prior to confirmation of its chapter 11 plan
as "adequate protection" payments; and (ii) an additional
$87,130.00 that Wells Fargo received upon liquidation of
collateral that, by the terms of its confirmed plan, Tools was
required to and did turnover to Wells Fargo.  Tools argues that it
is entitled to return of the adequate protection payments because
Wells Fargo's collateral suffered no diminution in value during
the case; and Tools further argues that it is entitled to return
of both amounts because these sums together represent the amount
by which the total proceeds of Wells Fargo's collateral exceed the
value of Wells Fargo's collateral at the commencement of this
case.  In response, Wells Fargo argues (among other things) that
these claims are precluded by the confirmed plan.

On the basis of res judicata, the Hon. Frank J. Bailey holds that
Tools' claims are precluded by the order confirming the plan of
reorganization, which of necessity determined what Wells Fargo was
entitled to receive for the value of its secured claim as of the
date of confirmation.

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

       http://www.leagle.com/unsecure/page.htm?shortname=inbco20101005536

The adversary case is Tools-4-Hire, Inc., v. Wells Fargo
Construction, a Division of Wells Fargo Equipment Finance, Inc.,
Adv. Proc. No. 07-1455 (Bankr. D. Mass.)

Tools-4-Hire, Inc., and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Mass. Case No. 06-14004) on
November 1, 2006.  Prior to its bankruptcy filing, Tools was in
the business of leasing construction machinery and equipment to
its contractor and subcontractor customers.  On September 25,
2007, the Court confirmed Tools' First Modified Second Amended
Plan of Reorganization.  Upon entry of the Confirmation Order, The
Plan became effective October 9, 2007.


TOUSA INC: Directors Lose Motion to Dismiss Creditor Suit
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge John K. Olson wrote a 25-page
opinion denying a request by Tousa Inc. directors to dismiss a
lawsuit filed against them by the official creditors' committee
for breach of duty to the company.

According to Mr. Rochelle, the Committee's suit relied largely on
the same facts that led Judge Olson in October 2009 to rule that
bailing out an affiliate six months before Chapter 11 resulted in
fraudulent transfers that could be recovered from secured lenders.
The directors argued that Delaware law gave them no fiduciary
duties to creditors of subsidiaries.  Since the suit was brought
on behalf of the subsidiaries or their creditors, the directors
contended they had no liability.

Judge Olson, Mr. Rochelle relates, disagreed with the premise of
the directors' motion to dismiss the complaint.  He said there is
"no basis in law for the proposition that the directors of an
insolvent subsidiary can permit it to be plundered for the
parent's benefit."  He said that "Delaware law expressly rejects
the notion that directors of a corporation owe no fiduciary
duties" to an affiliate they control.

The case is Official Committee of Unsecured Creditors of TOUSA,
Inc., et al., v. Technical Olympic, S.A., et al., Adv. Proc. No.
09-1616 (Bankr. S.D. Fla.).  A copy of the Court's order is
available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20101004400

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TRADITIONAL JUDAISM: Seeks Court Permission to Cut Tree
-------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Union for Traditional Judaism is requesting the
bankruptcy court's permission to let it cut down a tree on its
property.  The "centuries-old, non-landmarked oak" tree's presence
has become a lightning rod in the community and has railroaded a
sale of the property on which the tree sits.

DBR notes UTJ has been trying to sell its Teaneck, New Jersey,
real estate for several months now after determining the property,
on which the 200- to 300-year-old tree sits, was no longer vital
to its operations.  In August, UTJ won court approval to sell the
property to 333 Realty LLC for $1.45 million.  But the deal fell
apart the next month in light of the drama surrounding the tree.

DBR relates community members have fought for the tree's
preservation -- one of the reasons UTJ said its sale to 333 Realty
fell apart.

DBR notes 333 Realty has thrown its hat back in the ring, reducing
its bid to $1.2 million.  UTJ said the sale is a crucial step in
UTJ's restructuring and an important source of its creditors'
recoveries.

                About Union for Traditional Judaism

Union for Traditional Judaism, a not-for-profit organization that
trains and places rabbis, along with the Institute of Traditional
Judaism Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 10-22958) on May 14 in White Plains, New York.
The petition says assets and debt are both more than $1 million.


TRONOX INC: Equity Committee Drops Plan; Mgt. Plan Goes Forward
---------------------------------------------------------------
Pillsbury Winthrop Shaw Pittman LLP, on behalf of the Official
Committee of Equity Security Holders of Tronox Inc. withdrew,
without prejudice, the plan of reorganization and accompanying
disclosure statement filed September 2, 2010.  Pillsbury Winthrop
also withdrew, without prejudice, the Equity Committee's motions
for approval of their Disclosure Statement and to establish a
record date for voting on the Competing Plan and approve
solicitation and tabulation procedures for the Competing Plan.

Meanwhile, Judge Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York amended his order approving the
disclosure statement explaining the plan of reorganization filed
by Tronox Inc. and its debtor affiliates.

The Amended Order, dated September 30, 2010, sets these dates for
the remaining process towards the confirmation of the Debtors'
Plan:

  Oct. 5, 2010   -- Distribution of Solicitation Packages

  Oct. 15, 2010  -- Deadline for parties to file motions for an
                    order pursuant to Rule 3018(a) of the
                    Federal Rules of Bankruptcy Procedure
                    temporarily allowing the claim for voting
                    purposes

  Nov. 5, 2010   -- Deadline to return Ballots

  Nov. 5, 2010   -- Deadline to file objections to Plan

  Nov. 17, 2010  -- Plan confirmation hearing

The Amended Order provides that Anadarko Petroleum Corporation,
Kerr-McGee Corporation and each of their respective affiliates
will not be bound by the terms of this Solicitation Procedures
Order.  As announced at the Disclosure Statement Hearing, with
respect to Anadarko, the matters set forth in the Solicitation
Procedures Motion will be addressed pursuant to a separate agreed
order or in accordance with a further order of the Bankruptcy
Court.  Anadarko reserves all of its rights with respect to the
matters addressed in the Solicitation Procedures Motion and the
Solicitation Procedures Order, and nothing contained herein will
prejudice those rights, the Court said.

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

After Judge Gropper entered the Amended Order, the Debtors
submitted final solicitation versions of the Plan and Disclosure
Statement, which reflect all the changes they previously made in
past versions of the Plan and Disclosure Statement.

Full-text copies of the Final Solicitation Versions of the Plan
and Disclosure Statement are available for free at:

          http://bankrupt.com/misc/TrnxFinalPln&DS.pdf

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: Removal Period Extended Until March 31
--------------------------------------------------
The U.S. Bankruptcy Court has extended the time by which Tronox
Inc. and its units may file notices of removal of actions to and
including the earlier to occur of:

  (a) March 31, 2011;

  (b) the effective date of a Chapter 11 plan of reorganization;

  (c) the day that is 30 days after entry of an order
      terminating the automatic stay with respect to a
      particular Action sought to be removed; or

  (d) with respect to Postpetition Actions, the time periods set
      forth in Rule 9027(a)(3) of the Federal Rules of
      Bankruptcy Procedure.

The Order is without prejudice to the Debtors' right to seek
further extensions and without prejudice to any position the
Debtors may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any Action.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: Wins Nod to Ink Goldman Replacement Facility
--------------------------------------------------------
Tronox Inc. and its units sought and obtained the U.S. Bankruptcy
Court for authority to enter into a certain facility syndication
engagement letter dated as of September 27, 2010, with Goldman
Sachs Lending Partners LLC.  The Debtors also seek the Court's
authority to pay GS Lending Partners certain arrangement,
syndication and agency fees, and certain transaction expenses, in
connection with the syndication agreement.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors seek to enter into the Agreement to
permit GS Lending Partners to syndicate a replacement debtor-in-
possession and exit financing facility, that will (a) refinance
all outstanding indebtedness under the Debtors' existing
$425,000,000 DIP and Exit Financing Facility on improved terms
and (b) provide the Debtors with the option to increase its exit
financing as contemplated by its proposed Chapter 11 Plan of
Reorganization.

As previously reported, the Existing Facility was initially
approved in December 2009 when the Debtors entered into the
original plan support and equity commitment agreements that
established a framework for settling the Debtors' legacy
environmental and other liabilities through a combination of debt
and equity financing.

Mr. Cieri notes that at that time, the Existing Facility provided
the Debtors with committed exit financing expected to be
sufficient to meet the Debtors' settlement obligations under the
December 2009 proposal.

On September 17, 2010, however, the Court approved the Debtors'
entry into the current plan support and equity commitment
agreements, which set forth the terms of the Debtors' amended
Plan and provide for significant incremental cash payments to be
made to the Debtors' legacy environmental and tort creditors.

"To fund these cash payments, the Plan requires that Tronox
increase its debt financing by approximately $90 million," Mr.
Cieri tells the Court.

To access the additional financing necessary to support its Plan,
and to take advantage of improved market conditions that could
result in significant savings to the Chapter 11 estates, the
Debtors seek to engage GS Lending Partners to provide certain
services in connection with syndicating the New Facility.

Pursuant to the Engagement Letter, GS Lending Partners will act
as sole lead arranger, sole bookrunner, sole syndication agent
and administrative agent for the syndicate of lenders under the
New Facility, in exchange for which the Debtors have agreed to
pay these fees and expenses:

  * a $10,625,000 arrangement and syndication fee payable at the
    closing of the New Facility;

  * an annual agency fee equal to $250,000, payable in the first
    instance in advance of the closing date of the New Facility
    and then on each anniversary thereof for so long as any
    loans under the New Facility are outstanding or any lenders
    that will participate in the New Facility has a commitment
    outstanding under the New Facility; and

  * any documented, actual and reasonable expenses, including
    the reasonable documented fees, expenses and disbursements
    of the attorneys and advisors to GS Lending Partners, plus
    any sales, uses or similar taxes arising in connection with
    any matter enumerated in the Engagement Letter.

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

                           *     *     *

The Bankruptcy Court has authorized the Debtors to pay Goldman
Sachs pursuant to the engagement letter (a) an arrangement and
syndication fee of $10,625,000; (b) an annual agency fee of
$250,000; (c) any reasonable costs and expenses of GS Lending
Partners, including the reasonable fees of GS Lending Partners'
counsel and advisors; and (d) if applicable, an alternate
transaction fee.

The Debtors are also authorized to indemnify GS Lending Partners
and any other applicable indemnified party in accordance with the
terms of the Engagement Letter.

The professional advisors for GS Lending Partners will continue
to comply with the final order approving the Existing Facility
regarding the submission of invoices for fees and expenses
incurred by those advisors, including any fees and expenses
reimbursable under the terms of the Engagement Letter.

The Debtors' obligations under the Engagement Letter to pay the
fees and reimburse the costs and expenses and to provide
indemnification, in each case will be allowable as administrative
expenses.

          Latham Watkins Represents Goldman Sachs

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Latham & Watkins LLP discloses that it represents
these parties in the Debtors' Chapter 11 cases:

    (a) Goldman Sachs Lending Partners LLC
        1 New York Plaza
        New York, New York 10004
        Facsimile: 212-902-3000
        Attention: Blake Longstaff

    (b) The Metropolitan Water District Of Southern California
        700 North Alameda Street
        Los Angeles, CA 90012-2944
        Attention: Marcia L. Scully, Assistant General Counsel

Goldman Sachs is the Administrative Agent, Collateral Agent,
Syndication Agent, Sole Lead Arranger and Sole Bookrunner for
that certain Senior Secured Super-Priority Debtor-in-Possession
and Exit Credit and Guaranty Agreement, among the Debtors,
Goldman Sachs and the various lenders party thereto.  Pursuant to
the Replacement DIP Agreement, and the Court's orders approving
the Replacement DIP Agreement, Goldman, holds various claims,
including secured and priority claims, against the Debtors.

Metropolitan timely filed proofs of claim against the Debtors in
unliquidated amounts.  MWD's claims arise from the Debtor's
obligations relating to remediation of environmental
contamination at various sites, including the site located in
Henderson, Nevada.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TROPICANA ENT: Fee Auditor Gives Recommendations on Applications
----------------------------------------------------------------
Warren H. Smith & Associates, P.C., the fee auditor appointed in
the Tropicana Entertainment's Chapter 11 cases, delivered to the
U.S. Bankruptcy Court for the District of Delaware its final
reports on the sixth, seventh, eighth interim and final fee
applications of certain professionals in these bankruptcy cases.

Pursuant to the findings in its report, the Fee Auditor
recommends the approval of these fees and expenses:

                         Requested           Recommended
                   --------------------- ---------------------
Professional           Fees     Expenses     Fees    Expenses
------------       -----------  -------- ----------- ---------
AlixPartners LLP
Debtors'
restructuring advisors
Period Covered:
07/01/09-09/30/09     $43,598      $153     $43,598      $153
10/01/09-12/31/09     $11,091        $5     $11,091        $5
01/01/10-03/08/10     $27,286      $102     $27,286      $102
05/05/08-03/08/10 $10,683,505  $805,503     $81,976      $262

Ernst & Young LLP
Debtors' auditor &
accounting advisor
Period Covered:
07/01/09-09/30/09    $591,232    $6,296    $590,999    $6,296
10/01/09-12/31/09    $794,621    $8,270    $794,621    $8,270
01/01/10-03/07/10    $568,650    $4,043    $568,650    $4,043
05/05/08-03/07/10  $4,918,821   $84,240  $1,954,271   $18,608

Ernst & Young LLP
Debtors' tax advisor
Period Covered:
07/01/09-09/30/09    $642,116   $3,106     $642,116    $3,050
10/01/09-12/31/09    $302,434     $910     $302,434      $910
01/01/10-03/07/10    $331,747   $2,450     $331,747    $2,450
05/05/08-03/07/10  $3,773,376  $26,284   $1,275,865    $6,410

Kirkland & Ellis LLP
Debtors' counsel
Period Covered:
07/01/09-09/30/09  $1,228,483  $31,285   $1,225,546   $29,471
10/01/09-12/31/09    $844,770  $15,100     $841,117   $14,843
01/01/10-03/07/10  $1,079,741  $48,961   $1,079,741   $48,486
05/05/08-03/07/10 $19,084,684 $947,813   $3,146,404   $92,801

Lazard Freres & Co.
Debtors'
financial advisor
Period Covered:
05/05/08-04/30/09 $13,330,645 $311,937            -   $31,436

Stroock & Stroock &
Lavan LLP
Committee's counsel
Period Covered:
07/01/09-09/31/09     $79,186   $2,862      $79,186    $2,862
10/01/09-10/31/09      $9,299      $92       $9,240       $92
11/01/09-03/07/10     $23,312     $598      $23,312      $598
05/14/08-03/07/10  $5,831,006 $330,494     $111,738    $3,554

The Fee Auditor notes that AlixPartners' final application
include fees, totaling $10,594,488, and expenses, totaling
$817,793, incurred through June 30, 2009, for which the firm has
already sought final Court approval and for which the Fee Auditor
has already filed a recommendation with the Court.  The current
Fee Auditor report will address only those fees amounting to
$81,976 and expenses of $262 requested by AlixPartners for the
period from July 1, 2009 through March 8, 2010.

The Fee Auditor notes that Lazard's final application includes
fees, totaling $13,330,645, and expenses, totaling $286,369,
incurred through June 30, 2009, for which the firm has already
sought final approval and for which the Fee Auditor has filed a
final report with the Court.  The current Fee Auditor report will
address only those expenses, amounting to $32,124, which have not
been requested in any previous applications.

The Fee Auditor notes that Stroock's final application includes
fees, totaling $5,719,208, and expenses, totaling $326,940,
incurred through June 30, 2009, for which the firm has already
sought approval and for which the Fee Auditor has filed a final
report with the Court.  The current Fee Auditor report will
address only those fees, amounting to $111,797, and expenses,
totaling $3,554, requested for the period from July 1, 2009
through March 7, 2010.

The Fee Auditor notes that the final application of Ernst &
Young, as tax advisor, includes fees totaling $2,497,511 and
expenses totaling $19,817 incurred through June 30, 2009, for
which the firm has already sought final approval and for which
the Fee Auditor has already filed a final report with the Court.
The Auditor report will address only the fees amounting to
$1,276,297 and expenses of $6,466 requested for the period from
July 1, 2009 through March 7, 2010.

The Fee Auditor notes that the final application of Ernst &
Young, as auditor, includes fees aggregating $2,964,316 and
expenses totaling $65,795 incurred through June 30, 2009, for
which the firm has already sought final approval and for which
the Fee Auditor has already filed a final report.  This report
will address only the portion of fees aggregating $1,954,504 and
expenses of $18,610 requested by the firm for the period July 1,
2009 through March 7, 2010.

The Fee Auditor notes that Kirkland's final application includes
fees totaling $15,936,163 and expenses of $876,915 incurred
through June 30, 2009, for which the firm has already sought
final approval and for which the Fee Auditor has already filed a
final report.  This report will address only the fees totaling
$3,152,994 and expenses of $95,348 requested by the firm for the
period July 1, 2009 through March 7, 2010.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TROPICANA ENT: Wants Order Finding Castilleja Claims Discharged
---------------------------------------------------------------
The Reorganized OpCo Debtors, a group of Tropicana entities owning
casinos and resorts in Atlantic City, New Jersey and Evansville,
Indiana, ask the U.S. Bankruptcy Court for the District of
Delaware to determine that any potential wrongful death and
personal injury claims asserted against Reorganized OpCo Debtor
Columbia Properties Laughlin, LLC, doing business as River Palms
Hotel & Casino, by Briana Castilleja and Shirley Gallego in
connection with the death of Larissa Castilleja were discharged
and enjoined under the First Amended OpCo Plan of
Reorganization.

The OpCo Plan became effective on March 8, 2010.  The OpCo
Debtors, including Columbia Properties Laughlin, emerged from
Chapter 11 as reorganized businesses.

Larissa Castilleja was allegedly hit and killed on September 9,
2009, by a van driven by Gino Gagliardi, an independent contractor
of Columbia Properties Laughlin casino.  On August 12, 2010, the
Claimants made a demand of $10,000,000 upon Columbia Properties
Laughlin for settlement of potential claims for personal injuries
and wrongful death arising out of the death of Ms. Castilleja.

The Demand alleges, among other things, that (i) Mr. Gagliardi is
liable for the collision and resulting damages to the Claimants,
and that (ii) Columbia Properties Laughlin is liable for the
collision and resulting damages to the Claimants on the bases
that Mr. Gagliardi was an employee of the Reorganized OpCo Debtor
on the day of the accident.

Counsel to the Reorganized OpCo Debtors, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, reminds
the Court that the OpCo Plan and the Confirmation Order
explicitly provide for the release and discharge of all Claims
and Interests that arose before the Effective Date.

Moreover, the Claimants have not filed a request for payment of
an administrative claim for Columbia Properties Laughlin's
alleged liability for wrongful death or personal injury, Mr.
Kaufman points out.  Thus, the Claimants' alleged claims against
Columbia Properties Laughlin, which arose before the Effective
Date, were automatically released and discharged, he emphasizes.

"The discharge injunction and the confirmation order are
'critical elements' of the debtor's fresh start, and '[i]t is
essential that creditors respect these court orders and permit
debtors to benefit from the rights and protections to which they
are entitled," Mr. Kaufman says.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TUTOR PERINI: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned Tutor Perini Corporation a Ba2
corporate family rating, a Ba2 probability of default rating, a
Ba3 rating to its proposed $300 senior unsecured notes, and a SGL-
2 speculative-grade liquidity rating.  This is the first time
Moody's has assigned ratings to Tutor Perini.  Tutor Perini plans
to use net proceeds from its debt offering to strengthen its
liquidity profile, finance future acquisitions and to repurchase a
portion of its outstanding common stock.  The ratings outlook is
stable.

Assignments:

Issuer: Tutor Perini Corp.

* Corporate Family Rating, Assigned Ba2

* Probability of Default Rating, Assigned Ba2

* Senior Unsecured Regular Bond/Debenture, Assigned at Ba3, LGD4,
  67%

* Speculative Grade Liquidity Rating, Assigned SGL-2

                        Ratings Rationale

Tutor Perini's Ba2 corporate family rating is supported by the
company's significant scale and market positions in a number of
non-residential building and civil infrastructure construction
segments across the U.S., as well as its position as the largest
contractor on the island of Guam, principally providing services
to the U.S. military and government agencies.  The rating also
benefits from near term revenue visibility supported by its
current backlog of just over 1x trailing annual revenues and
Moody's expectation that several pending awards will support
modest backlog growth through the near term.  Beyond this
timeframe, the company appears well placed to capitalize on
opportunities provided by ongoing demand for the large complex
projects that align with its competitive strengths.  Factors
offsetting these considerations include Moody's expectation that
U.S. private sector non-residential building activity may remain
weak into the medium term, the potential that budget constraints
faced by state and local governments may slow demand for new
public buildings and civil infrastructure work, and contingent
risks related to periodic contract disputes.  As well, while
recognizing that Tutor Perini's project execution track record has
generally been good, the rating considers that Tutor Perini's low
consolidated margins could be pressured over time by either
increased competition or performance issues arising from its
fixed-price contracts.  Finally, the notes offering will increase
the company's debt burden.  Moody's pro forma adjusted Debt/EBITDA
will increase to 2.8x from 1.5x currently and may further increase
through the end of 2010 as earnings remain pressured by lower
activity arising from the recession and the completion of a large
contract in 2009.  Moody's nonetheless expect earnings growth will
resume in 2011 which should enable a steady improvement in Tutor
Perini's key credit metrics to levels that solidify its
positioning within the Ba2 CFR.

The Ba3 rating on Tutor Perini's new senior unsecured notes
reflect their junior position relative to the senior secured
credit facilities in the capital structure.  The notes benefit
from upstream guarantees from all operating subsidiaries.

Tutor Perini's SGL-2 liquidity rating, indicating good liquidity,
reflects the company's pro forma cash balance of approximately
$600 million (including net proceeds from the notes issue) and its
largely unused $312 million committed bank credit facilities.
Moody's expect these resources will be ample to cover a modest
amount of negative free cash flow in the next few quarters and
fund any repurchases made under the company's share repurchase
program.  Tutor Perini lacks material debt maturities through the
near-term although its revolving credit facility mature in
February 2012, which presents a refinancing risk within the 12-18
month ratings horizon.  While the debt offering will reduce
headroom under bank financial covenants, Moody's expect that an
acceptable cushion will be maintained.

The stable ratings outlook assumes the company will use a portion
of its cash balances for acquisition activity and share
repurchases and that earnings may remain under pressures through
2010 before key credit metrics begin to improve in 2011 driven by
the resumption of earnings growth.

Should stronger new awards activity return such that Tutor Perini
improves and sustains its backlog/revenue levels closer to 1.5x,
upward ratings action could be considered.  Sustained metrics
associated with a ratings upgrade include Debt/EBITDA comfortably
below 2.5x and EBITA/ Interest above 5x.

Downward ratings action could result from earnings compression due
to either contract losses or a reduction in project activity or a
further increase in leverage that arises from a large acquisition
or greater than expected share repurchase activity.  Sustained
metrics associated with a ratings downgrade would include
Debt/EBITDA towards 3.5x or EBITA/ Interest below 3x.

Headquartered in Sylmar, California, Tutor Perini Corporation
provides general contracting, construction management and design-
build services to public and private customers primarily in the
United States.  Trailing twelve month revenues to June 30, 2010
were approximately $4 billion.


UNIGENE LABORATORIES: Names Gregory Mayes as Vice President
-----------------------------------------------------------
Unigene Laboratories Inc. said the expansion of the Company's
leadership team with the appointment of Gregory T. Mayes to the
newly created position of Vice President, Corporate Affairs and
General Counsel, and the promotion of Roxanne Tavakkol to Vice
President, Global Regulatory Affairs, effective immediately.  Both
positions will report directly to Unigene's President and Chief
Executive Officer, Ashleigh Palmer.

Mr. Palmer, stated, "We are very pleased to welcome Greg and
Roxanne to Unigene's senior management team. We are committed to
strengthening our leadership and organizational infrastructure to
support the Company's newly created drug delivery and
manufacturing technology business unit - Unigene Biotechnologies;
as well as the Unigene Therapeutics business unit responsible for
managing our advanced clinical-stage partnerships and active
preclinical pipeline.  We believe the fact that Unigene can
attract highly experienced professionals of this caliber is a
solid endorsement of our reformulated strategy optimized for
success and the potential for its implementation to be able to
unlock the Company's substantially unrealized enterprise value."

Mr. Mayes brings to Unigene more than a decade of
biopharmaceutical in-house legal counsel and business experience.
Most recently, he was Vice President, General Counsel and Chief
Compliance Officer at ImClone Systems Corporation, a wholly owned
subsidiary of Eli Lilly and Company.  While serving at ImClone in
positions of increasing responsibility, Mr. Mayes supported the
clinical development, launch and commercialization of ERBITUX, was
responsible for the development and oversight of the company's
first corporate compliance program, and contributed significantly
to activities related to Eli Lilly's acquisition of ImClone.
Prior to this, Mr. Mayes was Senior Counsel at AstraZeneca
Pharmaceuticals, LP, where he played an integral role in the
provision of legal services for the successful development and
commercialization of five compounds in the company's cancer
portfolio.  Earlier, Mr. Mayes worked in private practice at
Morgan Lewis LLP, a large, national law firm.  Mr. Mayes earned
his B.S. degree from Syracuse University and his J.D. degree from
the Temple University School of Law.

"I am extremely excited to be joining Unigene as it now moves to
boldly define itself as a prominent partner of choice for peptide
drug delivery and therapeutic development.  Unigene has great
momentum, and I look forward to helping the Company rapidly
fulfill its vision of becoming a true peptide powerhouse," said
Mr. Mayes.

Ms. Tavakkol joined Unigene in March 2010 as Senior Director,
Regulatory Affairs.  She has over 20 years of pharmaceutical
regulatory and research experience. Prior to joining Unigene, Ms.
Tavakkol served as Director, Regulatory Affairs for the Thrombosis
Business Unit of The Medicines Company. Previously, she held
positions of increasing responsibility at Novartis Pharmaceuticals
Corporation, most recently as Associate Director, Drug Regulatory
Affairs.  Her experience covers regulatory aspects of all phases
of drug development, from early proof-of-concept through launch
and post-commercialization.  Ms. Tavakkol's successful
registration track record includes both natural peptides and
synthetic drug products and covers numerous therapeutic areas,
including osteoarthritis, osteoporosis, gastrointestinal disease,
reproductive health and endocrinology.  Ms. Tavakkol earned her
B.A. degree from the University of Delaware and her M.S. degree in
Molecular Biology from The Ohio State University.

Ms. Tavakkol commented, "Oral drug delivery of peptides has been
an exciting area of R&D for many pharmaceutical companies but
also an area of unfulfilled potential.  This will change as the
landscape for peptide development further evolves.  An example
is the recent Biologics Price Competition and Innovation Act,
which offers 12 years of market exclusivity for pioneer biologic
products, such as peptides.  We believe Unigene is at the
right place at the right time, with proven success in product
registration, a record of excellence in quality systems, and
broadly enabling assets for advancing clinical development."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene's balance sheet at June 30, 2010, showed $27.60 million in
total assets, $60.32 million in total liabilities, and
$32.72 million in stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNITED CONTINENTAL: Files Registration Statement Amendment
----------------------------------------------------------
United Continental Holdings, Inc., amended its Registration
Statement on Form S-4, as amended by Amendment No. 1 filed on
August 2, 2010, and Amendment No. 2 filed on August 16, 2010,
which was declared effective on August 18, 2010, by filing a Post-
Effective Amendment on Form S-8 relating to 10,055,054 shares of
UAL Common Stock issuable upon the exercise of options and awards
granted or reserved for grant to employees employed by Continental
Airlines, Inc., as of October 1, 2010, pursuant to the terms of
(a) the Continental Airlines, Inc. 1997 Stock Incentive Plan, (b)
the Continental Airlines, Inc. 1998 Stock Incentive Plan, (c) the
Continental Airlines, Inc. Incentive Plan 2000, (d) the
Continental Airlines, Inc. 2005 Broad Based Employee Stock Option
Plan, (e) the Continental Airlines, Inc. 2005 Pilot Supplemental
Option Plan and (f) the Continental Airlines, Inc. Incentive Plan
2010.  All shares were previously registered on the Form S-4 but
will be subject to issuance pursuant to the Post-Effective
Amendment.

At the effective time of the Merger, the Continental Benefit Plans
were assumed by UAL.  Awards will continue to be granted following
the Merger under the Continental Airlines, Inc. Incentive Plan
2010; however, no additional awards will be granted under any of
the other Continental Benefit Plans.  As such, the shares
registered on this Form S-8 represent (i) awards previously
granted and outstanding to employees employed by Continental as of
October 1, 2010, under the Continental Benefits Plans and (ii)
awards to be granted in the future under the Continental Airlines,
Inc. Incentive Plan 2010.  Any award outstanding under the
Continental Benefit Plans at the effective time of the Merger that
was not otherwise settled upon the Merger was assumed by UAL and
converted into an award referenced by UAL Common Stock subject to
the same terms and conditions applicable to the corresponding
Continental award, except that the number of shares of UAL Common
Stock subject to each converted award is equal to the product,
rounded down to the nearest whole number of shares of UAL Common
Stock, of (i) the number of shares of Continental Common Stock
subject to the corresponding Continental stock option or in
respect of the corresponding Continental restricted shares and
(ii) 1.05.  The exercise price for each converted option is equal
to the applicable per share exercise price for the shares of
Continental Common Stock underlying the option, divided by 1.05.

A full-text copy of the Amended Registration Statement may be
accessed for free at:

      http://sec.gov/Archives/edgar/data/100517/000119312510221657/ds8pos.htm

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNIVISION COMMUNICATIONS: Fitch Rates Issuer Default Rating at 'B'
------------------------------------------------------------------
Fitch Ratings views the announcement by Univision Communications
Inc. of an investment by Grupo Televisa, S.A.B. and a Program
License Agreement extension (from 2017 to 2020 with a possible
five-year extension to 2025) as a major first step toward
establishing a more sustainable long-term business and more
tenable capital structure.

Despite improving operating trends, the company had previously
faced two material and intertwined credit risks: i) expiration of
its PLA with Televisa and ii) refinancing of the $8.8 billion of
secured debt that is due in 2014.

In light of the announcement, Fitch notes these:

  -- Fitch has believed that the incentives of the owners, lenders
     and Televisa are generally aligned and that the parties would
     negotiate to support UVN's long-term viability. With Televisa
     taking an ownership stake in UVN, this transaction further
     emphasizes Fitch's belief.

  -- Fitch had expected that any renegotiation of the PLA would
     involve higher royalty payments.  While the royalty increases
     are meaningful, Fitch does not expect the increases to
     materially impact margins or free cashflow generation over
     the intermediate term. The deal also expands UVN's ability to
     better exploit Televisa content on a variety of platforms
     providing incremental revenue opportunities to potentially
     offset some of the cost escalation.

  -- Conditions of the transaction involve an amend and extend
     agreement for $3.25 billion of secured debt and the issuance
     of at least $750 million of bonds.  This transaction further
     supports Fitch's belief that the company will likely be able
     to address its 2014 maturities through loan extensions, bond
     for loan takeouts and repayment from free cash flow.

  -- Fitch currently rates the secured debt of UVN 'B+/RR3'.  The
     prior recovery expectation for the secured debt was low in
     the 51-70% range implied by the 'RR3' category.  Fitch's
     recovery assumptions on secured debt would be unchanged even
     if the $1.2 billion of proceeds are dedicated exclusively
     toward secured debt repayment (although the specific recovery
     expectation would be materially higher in the 51-70% range).

  -- Fitch will not be assigning a rating to the convertible
     debentures issued to Televisa.  Given the top heavy capital
     structure (significant secured debt) Fitch expects a 0%
     recovery on all unsecured debt (presently rated 'CCC/RR6').
     Assuming these debentures rank subordinate (or even equally)
     to the senior unsecured notes the recovery expectation for
     these debentures would also be 0%.

The ratings incorporate Fitch's favorable outlook on the U.S.
Hispanic broadcasting industry, given expectations for continued
growth in size and spending power of the Hispanic demographic.
UVN benefits from a leading market position, with duopoly
television and radio stations in most of the top Hispanic markets,
and a national overlay of broadcast and cable networks.  High
ratings and a concentrated Hispanic viewer base provide
advertisers with an effective way to target this segment of the
population.  Fitch believes the top line and EBITDA pressures
experienced in 2008-2009 were cyclical and expects mid-single
digit revenue growth (excluding largely pass-through World Cup
revenue) and low/mid-teens EBITDA growth in 2010, driven by an
improvement in advertising revenue, growth in high-margin
retransmission fees, and the positive operating leverage embedded
in the broadcasting business.  Fitch's positive view extends
through the intermediate term, with expectations for ongoing mid-
single digit annual revenue growth and high-single/low-double
digit annual EBITDA growth incorporated into current ratings.

UVN's maturity schedule through 2013 is minimal (mandatory annual
term loan amortization of $100 million-$200 million), and Fitch
believes that amortization and cash interest expense will be
covered by internal cash generation.  UVN therefore has a multi-
year cushion to strengthen its operating and credit profile in
order to best position itself to be able to refinance its 2014
maturities.  Should the company maintain its positive operating
momentum and meaningfully improve its financial flexibility
through a significant refinancing of its capital structure, Fitch
may consider a positive outlook or upgrade.

Fitch currently rates UVN:

  -- Issuer Default Rating 'B';
  -- Senior secured 'B+/RR3';
  -- Senior unsecured 'CCC/RR6'.

The Rating Outlook is Stable.


UNIVISION COMMUNICATIONS: Moody's Changes Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service changed Univision Communications, Inc.'s
rating outlook to stable from negative following the company's
announcements that it is amending its Program License Agreement
with Grupo Televisa, S.A.B. (Baa1, stable outlook) in connection
with a $1.2 billion cash investment in Univision by Televisa, and
launching a partial refinancing of its capital structure.  The
outlook change reflects the reduced operating uncertainty provided
by the extension of the term of the PLA, which along with the
proposed financing transactions would reduce Univision's
refinancing risk related to its sizable 2014 and 2015 debt
maturities.  Univision's B3 Corporate Family Rating, B3
Probability of Default Rating, SGL-3 speculative-grade liquidity
rating and debt instrument ratings are not affected.

Outlook Actions:

Issuer: Univision Communications, Inc.

  -- Outlook, Changed to Stable From Negative

Moody's assumes in the stable rating outlook that the refinancing,
PLA amendment and Televisa investment are completed as outlined by
the company.  Televisa's investment and Univision's extension of
at least $3.25 billion of 2014/2015 maturities and regulatory
approval are conditions to the PLA amendments (which at closing of
the Televisa investment triggers an extension of the PLA term to
2020 from 2017), and Televisa's investment.  However, Univision
contemplates completing the proposed refinancing prior to the
closing of the PLA amendment and the receipt of Televisa's
investment.  Moody's would re-evaluate the ratings and/or the
rating outlook if the proposed refinancing does not occur.

Univision's B3 CFR continues to reflect its very high debt-to-
EBITDA leverage (approximately 13x LTM 6/30/10 incorporating
Moody's standards adjustments and the effects of the proposed
transactions and excluding non-cash advertising revenue and
certain add-backs such as sponsor management fees that the
company utilizes in its EBITDA calculation) and continued, albeit
lower, refinancing risk associated with the remaining debt
maturing in 2014/2015.  Moody's estimates Univision would have
approximately $4.8 billion of debt maturities in 2014/2015 after
the proposed transactions (assuming all of the proceeds from the
Televisa investment are utilized to repay existing debt) and
reducing such maturities to $2.5 billion or less is a condition
to extending the term of the PLA to 2025 from 2020.  Moody's
believes the $1.125 billion unguaranteed convertible debenture
at Broadcast Media Partners, Inc. (Univision's ultimate parent)
to be issued to Televisa is debt-like given the instrument's
2025 maturity, 1.5% cash coupon rate and liquidation preference
ahead of common equity, based on a preliminary review of the
instrument's terms.  Moody's expects debt-to-EBITDA leverage to
fall to a level slightly below 12x by the end of 2010.

The stable rating outlook reflects Moody's view that the
likelihood of a downgrade in the near term is low if the proposed
transactions are completed as outlined, and that Univision will be
able to meet its debt service while steadily de-leveraging over
the next two years.  Moody's also does not anticipate in the
stable outlook a meaningful deterioration in economic conditions
over the period.

Moody's believes the extension of the PLA alleviates the
uncertainty that existed regarding Univision's continued access to
exclusive U.S. Spanish-language broadcast rights for Televisa's
popular programming beyond the existing 2017 PLA expiration and
will be beneficial to operations over the long-term.  The initial
increase in the licensing fees (Televisa's royalty rate is
increasing to 11.91% from 9.36% on an expanded royalty base) is
manageable within Univision's cash flow and mitigated at the
outset by the elimination of certain soccer rights fees, and
additional programming income.  Moody's anticipates the broader
rights Univision obtained to Televisa's programming (including
cable network and Mexican soccer league content) and in digital
distribution channels in the U.S. creates good potential for the
company to ultimately increase its revenue growth rate.  Moody's
anticipates the increase in the license fee paid to Televisa in
2018 (royalty rate is increasing to 16.22% from 11.91%) will be
roughly offset by the elimination of license fees being paid to
Venezolana del Television C.A. as Univision's PLA with Venevision
expires at the end of 2017.  Moody's expects Univision will
utilize Televisa or internally-developed content to replace the
programming obtained from Venevision with minimal effect on
operations.

Televisa's funding is a sunk cost once made and it has no further
investment commitments to Univision (Televisa obtains a 3-year
option exercisable three years after the initial investment to
acquire an additional 5% of Univision at a then agreed upon fair
market value, but any exercise is discretionary).  Moody's
nevertheless believes Televisa may be motivated to preserve the
option value of its sizable potential equity position over the
longer term provided it has sufficient financial flexibility to do
so.

The transactions do not meaningfully alter Univision's liquidity
position for the next 12 months.  Cash interest costs will
increase due to the refinancings (net of any debt pay down with
the proceeds from the Televisa investment) and be a drag on free
cash flow but Moody's believes the increaes is manageable and the
existing cash balance and projected free cash flow should
comfortably cover the $46.6 million of required quarterly term
loan amortization through March 2012 ($18.6 million thereafter).
Any reduction of first lien senior secured debt will modestly
improve covenant headroom, although Moody's anticipates Univision
will maintain at least a 20% EBITDA cushion within the maximum
first-lien senior secured leverage covenant.

Moody's expects to assign ratings on the proposed bond and
extended portion of the credit facility in the near future.
Univision is evaluating how to utilize the $1.2 billion Televisa
investment proceeds, although Moody's anticipates they will be
used to repay existing debt.  Moody's does not anticipate that the
mix of debt repaid will affect the B2 senior secured first lien
rating or the Caa2 rating on the senior unsecured PIK toggle
notes.  Loss given default assessments are subject to change
depending on the mix of debt subsequent to the proposed
transactions.

The last rating action was on June 24, 2009 when Moody's assigned
a B2 rating to Univision's 12% senior secured notes due 2014.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Annual revenue is
approximately $2.1 billion.


VALLEJO, CALIF: Bankruptcy Challenge on Hold for Several Months
---------------------------------------------------------------
American Bankruptcy Institute reports that a challenge to Vallejo,
Calif.'s bankruptcy was delayed on Monday for potentially several
months.

Vallejo on May 23, 2008, filed a petition for protection under the
provisions of chapter 9 of the U. S. Bankruptcy Code.  On June 17,
2008, the City filed a motion to reject its collective bargaining
agreements with each of its four labor groups: Vallejo Police
Officers Association; International Brotherhood of Electrical
Workers; Confidential Administrative, Managerial and Professional
Association, and IAFF.  Prior to the hearing for the consideration
of the rejection of the agreements, the City reached supplemental
agreements with VPOA and CAMP.  On August 27, 2009, the City and
IAFF signed a stipulation that allowed the City to reject the IAFF
agreement that would have run through June 2010.  On September 1,
2009, the Bankruptcy Court granted the City's motion to reject the
IBEW agreement.  The City and IAFF spent 5 days in mediation and
commenced binding arbitration hearings in January 2010.
Additional hearing dates had been scheduled later this month.
During the interim period, the City and IAFF resumed negotiations
and reached an agreement on the terms of a new agreement on
February 18, 2010.


VENTILEX USA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ventilex USA Inc.
        4640 Emerald Way
        Middletown, OH 45044

Bankruptcy Case No.: 10-16642

Chapter 11 Petition Date: September 28, 2010

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

Judge: Jeffery P. Hopkins

Debtor's Counsel: Rocco I. Debitetto, Esq.
                  HAHN LOESER & PARKS LLP
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  E-mail: ridebitetto@hahnlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-16642.pdf

The petition was signed by Michael Hadjinian, president.


VIKING SYSTEMS: Has About 58 Million of Common Shares Outstanding
-----------------------------------------------------------------
Viking Systems Inc., in January 2010, entered into an Investment
Agreement with Dutchess Opportunity Fund, II, LP.  Pursuant to the
Investment Agreement, the Investor committed to purchase up to
$5,000,000 of the Company's common stock over thirty-six months.

Pursuant to the terms of a Registration Rights Agreement dated
January 7, 2010 between the Company and the Investor, the Company
was obligated to file a registration statement with the SEC to
register the resale by the Investor of up to 15,000,000 shares of
the common stock underlying the Investment Agreement on or before
21 calendar days of the date of the Registration Rights Agreement.
The Company filed the required registration statement and it was
declared effective on February 12, 2010.

The Company said in a regulatory filing thattotal common shares
outstanding following the completion of these transactions will be
57,989,090.

In the aggregate, since the required registration statement was
declared effective on February 12, 2010, the Company has sold
10,578,565 shares to the Investor for total net proceeds of
$2,688,472.  As a result, the Company may put up to an additional
4,421,435 shares to the Investor under the effective registration
statement as of September 30, 2010.  It is the Company's
understanding that, upon notice from the Company to sell shares
to the Investor under the Investment Agreement, the Investor
begins selling shares in the open market and sells all of the
shares before settlement with the Company.  It is the Company's
understanding that the Investor does not hold any of the Company's
common stock and has resold all the shares put to the Investor.
However, the Investment Agreement does not require the Investor to
immediately sell the shares the Company issues to it.

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


WASHEX INC: To Sell Assets at Texas Plant to Liquidator
-------------------------------------------------------
Lynn Walker, writing for the Times Record News, reports that
Washex, Inc., is seeking bankruptcy court permission to sell
assets at its defunct plant in Wichita Falls, Texas.

According to Ms. Walker, a court document obtained by the Times
Record News shows Washex has asked the bankruptcy judge to allow
the company to sell all personal property at the plant to
Investment Recovery Service, a Fort Worth-based company that
specializes in buying the assets of troubled companies and
auctioning them off.  The deal includes equipment in the plant,
but does not include the Washex real estate.

The report says the purchase price is $700,000, less than half the
appraised value of $1,702,349 set by the Wichita Appraisal
District.

A hearing on the request is set Oct. 20 in U.S. bankruptcy court
in New Haven, Connecticut.

The manufacturing plant shut down in late September 2009 after a
period of scale back and layoffs.

The report says the court document indicates Washex owes
$260,632.66 in unpaid wages to former workers.  Once those debts
are paid, the remainder of the sale proceeds would go to Washex
attorneys and Wachovia Bank, which the documents lists as holding
Washex debt in excess of $3,000,000.

The report says the agreement does not address about $118,081
Washex owes the county, the city of Wichita Falls and the
Burkburnett Independent School District on back and current taxes
on the land and building.  Records in the Wichita County Tax
Assessor-Collector's office indicate Washex owes the city of
Wichita Falls and Wichita County $78,403.17 in current and back
taxes.  The company also owes Burkburnett ISD $118,088.30 in
current and back taxes.

Washex, Inc., based in Wichita Falls, Texas, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 10-30156) on
January 21, 2010.  Dean W. Baker, Esq., at Bohonnon Law Firm in
New Haven, Connecticut, serves as bankruptcy counsel.  Washex
estimated $1 million to $10 million in assets and debts.


WASHINGTON MUTUAL: Bondholders Drop Objection, Settle for $335MM
----------------------------------------------------------------
Washington Mutual, Inc. and WMI Investment Corp. delivered to the
U.S. Bankruptcy Court for the District of Delaware the sixth
amended version of their Joint Plan of Reorganization and
Disclosure Statement on October 6, 2010, to reflect a settlement
they successfully struck with certain bank bonholders.

Holders of senior notes issued by WaMu Inc.'s banking operations,
Washington Mutual Bank, has finally agreed to join in a global
settlement that could bring the Debtors a step closer to
emergence from bankruptcy protection.

Bank debt owed to the WMB Bondholders was wiped out when WMB was
placed in receivership status under the Federal Deposit Insurance
Corp. and was subsequently acquired by JPMorgan Chase & Co. in
September 2008.  According to the Wall Street Journal, WMB had
about $6 billion in bank debt when it was seized by regulators
two years ago.

The WMB Bondholders, who vigorously opposed the earlier versions
of the Debtors' Plan, have agreed to drop their objections in
exchange for a $335 million recovery on their claims.

Earlier versions of the Plan contemplated a $150 million
distribution to claims asserted by the Bondholders.

The recently executed Bondholder Settlement is incorporated in an
amended global settlement among the Debtors; the Federal Deposit
Insurance Corporation, in its capacity as receiver for Washington
Mutual Bank and its corporate capacity; and JPMorgan Chase Bank,
N.A., as purchase of WMB.  WaMu's Chapter 11 Plan is premised on
the consummation of the Global Settlement.

The Bondholders also have about $2.4 billion in claims filed with
the FDIC receivership, according to the Wall Street Journal.
This request "could be complicated by similar requests from JP
Morgan," WSJ's Dan Fitzpatrick related.  JP Morgan, the newspaper
noted, has notified the FDIC in undisclosed letters that it may
consider going after funds from the FDIC receivership to serve as
protection against WaMu-related lawsuits.

The Plan and the Global Settlement contemplate the distribution
of funds to holders of allowed claims against the WaMu estate of
approximately $7 billion, including $4 billion in disputed funds
on deposit with JPMorgan Chase.

The remaining objectors to the Plan are the Company's
shareholders who are to receive nothing under the Plan.  The
shareholders have asserted that "it could have assets of as much
as $30 billion, which counts potential legal claims," according
to Reuters.

Bankruptcy Judge Mary Walrath has adjourned the hearing on the
adequacy of the Disclosure Statement describing the Plan to
October 18, 2010, in light of the recently reached compromise and
resulting modifications to the Plan.  The hearing was earlier set
for October 8.

                    Amended Global Settlement

WaMu Inc. Chief Restructuring Officer William C. Kosturos
revealed to the Court that concerned parties have agreed to
modify the Global Settlement to address changed circumstances,
including the appointment of an examiner in connection with
WaMu's bankruptcy proceedings and an agreement reached with
certain holders of WMB Senior Notes.  The Initial Global
Settlement was executed in May 2010.

Accordingly, the Debtors, the FDIC-Receiver, the FDIC-Corporate,
JPMorgan Chase and the Official Committee of Unsecured Creditors
agree to enter into an amended Global Settlement on October 6,
2010, with Appaloosa Management L.P.; Centerbridge Partners,
L.P.; Owl Creek Asset Management, L.P. and Aurelius Capital
Management, L.P.

Among other things, the Amended Global Settlement resolves
disputes on the treatment of the WaMu Inc.'s Disputed Accounts,
the division of the Tax Refunds and the ownership of the Trust
Preferred Securities.

Parties to the Amended Global Settlement agree to share the
expected net Tax Refunds that aggregate $5.5 to $5.8 billion in
two portions.  Consistent with the Initial Global Settlement, the
first portion of the Tax Refunds would be allocated 20% to the
Debtors and 80% to JPMorgan.  Under the Amended Global
Settlement, any additional net tax refunds under the second
portion will be allocated 69.6% to WaMu Inc. -- as opposed to the
previous 65.1% noted in earlier versions of the Plan -- and the
remaining 30.3% will be allocated to the FDIC Receiver.

The Debtors estimate the Second Portion of the Tax Refunds to
total about $2.8 billion, approximately $1.95 billion of which
would be allocated to their estates, including any distribution
that may be payable to holders of WMB Senior Notes that elect to
grant the releases provided under the Plan.

To this end, the Debtors and certain holders of WMB Senior Notes
entered into a Plan Support Agreement to reflect the grant of
releases provided in the Plan.  In exchange, the claims of the
holders of WMB Senior Notes Claims will be deemed allowed in an
aggregate of $335 million.

The Amended Plan also provides that the first $10 million of any
distribution on account of Trust Interests related to the WMB
Senior Notes Claims will be used to pay the legal fees and
expenses of the WMB Senior Note Holders incurred in connection
the settlement they executed in the Debtors' cases.

Full-text copies of the Amended Global Settlement and the WMB
Senior Noteholders Plan Support Agreement are available for free
at:

         http://bankrupt.com/misc/WaMu_AmendedGSA.pdf
       http://bankrupt.com/misc/WaMu_PlanSupportPact.pdf

                    Other Plan Modifications

The Sixth Amended Plan also provides for:

  * the Debtors' settlement with REIT Trust Holders,
  * issuance of increased shares of common stock,
  * modified claims treatment,
  * identification of record date,
  * litigation updates, and
  * technical amendments to financial projections.

A. REIT Trust Holders Settlement

   The Debtors also entered into a settlement with REIT Trust
   Holders regarding releases under the Sixth Amended Plan.  The
   Plan defines a Releasing REIT Trust Holder as a holder of
   REIT Series that (i) votes to accept the Plan; (ii) does not
   otherwise interpose an objection to confirmation of the Plan
   as it relates to the REIT Series or the Trust Preferred
   Securities; (iii) acknowledges that JPMorgan Chase or its
   designee is the sole legal, equitable and beneficial owner of
   the Trust Preferred Securities for all purposes; and (iv)
   executes and delivers the release of claims against the
   Debtors, JPMorgan Chase, the FDIC and the Creditors'
   Committee, as set forth in the Amended Global Settlement
   Agreement and as incorporated into the Ballots distributed to
   holders of REIT Series.

   Pursuant to the Global Settlement and in consideration for
   the releases by the holders of the REIT Series, JPMorgan
   Chase will pay to each Releasing REIT Trust Holder, cash in
   an amount equal to $1,250, times the number of shares of REIT
   Series held by that Releasing REIT Trust Holder on the voting
   record date.

B. Common Stock Issuance

   Reorganized WaMu Inc. will issue 145,000,000 -- as opposed to
   the noted 140,000,000 shares in previous Plan versions -- of
   duly authorized common stock on the effective date of the
   Plan, provided that a de minimis amount of the Reorganized
   Common Stock will be designated by the board of directors of
   Reorganized WaMu as stated capital.

C. Modified Claims Treatment

   In light of the Amended Global Settlement and the Plan
   Support Agreement, Claim Class 17A is renamed as WMB Senior
   Notes Claims, which class is impaired and entitled to vote on
   the Plan.  Each holder of an Allowed WMB Senior Notes Claim
   will receive, in full satisfaction, release and exchange of
   its claim, that holder's pro rata share of the $335 million
   settlement payment.

   The Debtors also add the designation of Class 17B WMB
   Subordinated Notes Claims.  Class 17B will not receive any
   distributions pursuant to the Plan and are deemed to have
   rejected the Plan.

   Class 18 is renamed as Subordinated Claims and Class 19 is
   renamed as REIT Series.  The treatment of Class 19 REIT
   Series claims are also modified.  Each holder of Claim 19
   REIT Series will receive payment of cash in an amount equal
   to $1,250, times the number of shares of REIT Series held by
   that Releasing REIT Trust Holder on the Voting Record Date.

   Holders of Class 21 Dime Warrants will receive no
   distribution under the Plan; provided, however, that, to the
   extent holders of Dime Warrants are determined, pursuant to a
   final order, to hold Allowed Claims, that Allowed Claims will
   be deemed to be Allowed General Unsecured Claims classified
   in Class 12 and will receive the treatment provided in the
   Plan.

D. Record Date

   The record date for determining the holders of certain claims
   that may vote on the Plan is tentatively set in October 2010.
   For purposes of determining whether an entity or individual
   is a holder of a WMB Senior Notes Claim entitled to vote on
   the Plan only, the Voting Record Date for WMB Senior Notes
   Claims is the Bar Date, as only those holders of WMB Senior
   Notes Claims that were signatories, as of the Bar Date, to
   the proofs of claim related to WMB Senior Notes are entitled
   to vote on the Plan.  A schedule of the claims related to the
   WMB Senior Notes is available for free at:

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

E. Litigation Updates

   The Debtors apprised the Court that in the action styled
   American Nat'l Ins. Co., et al. v. JPMC Chase & Co., et al.,
   the U.S. District Court of D.C. denied the plaintiffs' motion
   and the plaintiffs appealed from the order.  In light of the
   appointment of Joshua Hochberg as examiner in the Debtors'
   Chapter 11 cases, the appeal of the Official Committee of
   Equity Security Holders from an order denying its motion to
   appoint examiner in April 2010 was dismissed.

   The Debtors further disclose that the U.S. Court of Federal
   Claims entered a judgment to be paid to WaMu Inc. in a number
   of lawsuits commenced by the U.S. federal government based on
   breach of contract and other theories, collectively the
   Goodwill Lawsuits.  In another action captioned American
   Savings Bank, F.A. v. United States, the U.S. filed a notice
   of withdrawal of any and all rights and interests it has with
   respect to the funds deposited into the registry of the
   Bankruptcy Court with respect to the litigation.

   In August 2010, the Bankruptcy Court granted the Debtors'
   motion to dismiss the amended complaint filed by Nadia
   Youkelsone.  Ms. Youkelsone has filed an appeal of this
   decision.  The U.S. District Court for the Western District
   of Washington preliminarily approved a settlement entered
   among the plaintiffs and certain defendants, including WaMu
   and JPMorgan Chase in a consolidated action relating to the
   WaMu Inc. Savings Plan.  The Bankruptcy Court will consider
   the settlement on October 22, 2010, while the W.D. Washington
   District Court is scheduled to hear the settlement on
   November 5.

   In the action commenced by New Orleans Employees' Retirement
   System and MARTA/ATU Local 732 Employees Retirement Plan
   against WaMu Inc., the Washington District Court granted in
   part and denied in part on September 28, 2010, motions to
   dismiss that had been filed by certain defendants.

   The parties in connection with Tranquility Master Fund,
   Ltd.'s $49.6 million claim against WaMu are engaging in
   mediation regarding the claim objection, and have adjourned
   the hearing to consider the Debtors' objection until
   November 23, 2010.

F. Financial Projections

   The Debtors revised the period for their financial
   projections to reflect 2011 to 2015.  The financial
   projections contain technical amendments, with the same
   results.

   The Debtors' updated operating assumptions assume that the
   Plan will be confirmed and consummated on or after Dec. 22,
   2010, instead of the earlier expected date of July 30, 2010
   Plan confirmation and consummation date.

Full-text clean copies as well as blacklined versions of the WaMu
Sixth Amended Plan and Disclosure Statement are available for
free at:

      http://bankrupt.com/misc/WaMu_6thAmendedPlan.pdf
      http://bankrupt.com/misc/WaMu_6thAmendedDS.pdf
      http://bankrupt.com/misc/WaMu_Blacklined6thAmPlan.pdf
      http://bankrupt.com/misc/WaMu_Blacklined6thAmDS.pdf

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it disclosed assets of $32,896,605,516 and
debts of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.


WASHINGTON MUTUAL: Proposes Deal with Benefit Plan Participant
--------------------------------------------------------------
Washington Mutual, Inc., seeks the Court's permission to enter
into a settlement agreement with a certain participant of an
employee benefit plan.

Contemporaneously, WaMu Inc. seeks the Court's authority to file
under seal a copy of (i) the settlement agreement and insurance
policies as exhibits to the Settlement Motion; and (ii) any order
granting the Settlement Motion.  WaMu Inc. explains that the
Settlement Motion and the Exhibits contain personally
identifiable, private information concerning the Participant.

WaMu Inc. relates that it assumed certain liabilities of H.F.
Ahmanson & Company when it acquired the company in October 1998,
including those in connection with HFA employee benefit plans.
Among the benefit plans established by HFA was a Senior Executive
Life Insurance Plan or SELIP and a Senior Supplemental Executive
Retirement Plan or SSERP.  Under the SELIP, executives enrolled
and owned one or more life insurance policies for which HFA, and
then WaMu Inc., paid the premiums.  The SELIP provides that (i)
prior to a participant's retirement, HFA maintains an interest in
the cash surrender value of the policy -- Company's Cash Value;
and (ii) subsequent to the participant's retirement, net
increases to the cash surrender value of the policy are allocated
to the Company's Cash Value and to the Participant's Cash Value
on a pro rata basis in proportion to the interests in the cash
surrender value at the time of the participant's retirement.
Following the Petition Date, WaMu ceased making any payments
pursuant to the SSERP.

WaMu relates that under its Schedules of Assets and Liabilities,
it indicated that the "Participant" held unliquidated liabilities
against it.

The Participant subsequently filed a claim against the Debtors
for amounts owed pursuant to the SELIP.

The Debtors note that they are liquidating certain of their
assets, have proposed a Chapter 11 plan, and would like to
receive the Company's Cash Value from the Policies without delay.
As the Participant is the owner of the Policies, WaMu Inc. cannot
access the Company's Cash Value without the Participant's
consent.

Against this backdrop, WaMu Inc. and the Participant entered into
a settlement agreement, whereby:

  (1) The Participant will surrender the Policies;

  (2) WaMu Inc. will receive the entire cash proceeds from
      Policy No. 1 that aggregate about $356,457;

  (3) The insurer will provide a new life insurance policy to
      the Participant, which has a premium in the sum of (x) the
      Participant's Cash Value attributable to both Policies,
      about $157,104; and (y) a portion of the Company's Cash
      Value from Policy No. 2 of about $159,000;

  (4) WaMu Inc. will receive the remaining portion of the
      Company's Cash Value from Policy No. 2 of about $968,947;

  (5) WaMu Inc. will provide to the Participant cash in an
      amount to assist the Participant with the Participant's
      tax liabilities that may result from the transaction,
      aggregating about $311,025; and

  (6) The parties will exchange mutual releases.  WaMu Inc. will
      be released from any further liability to the Participant
      under the ELIP, SERP, SELIP, or SSERP.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notes that pursuant to the Settlement
Agreement, WaMu Inc. will be able to settle claims with the
Participant related to the SELIP for $470,000, which amount WaMu
Inc. and the Participant agree is reasonable and fair compromise
of those claims.  More importantly, WaMu Inc. will be able to
quickly monetize about $1,490,254 in the Company's Cash Value, to
satisfy the Participant's Claim in accordance with the Settlement
Agreement and make the remaining funds available for distribution
to other creditors, he assures the Court.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it disclosed assets of $32,896,605,516 and
debts of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.


WASHINGTON MUTUAL: Continues to Face Mortgage Pass-Through Claims
-----------------------------------------------------------------
Judge Marsha Pechman of the U.S. District Court for the Western
District of Washington refused to dismiss claims asserted against
Washington Mutual Bank by entities that purchased certain
mortgaged-backed certificates worth $10.8 billion issued by
Washington Mutual Mortgage Pass-Through Trusts, as disclosed in
WaMu Inc.'s recently filed and amended Chapter 11 Plan of
Reorganization.

The District Court granted in part and denied in part on
September 28, 2010, motions to dismiss filed by certain
defendants in the Mortgage Pass-Through Litigation.

In accordance with her ruling, Judge Pechman held that
allegations that WaMu Inc. mislead investors can proceed,
Bloomberg News reports.

The Plaintiffs allege that underwriting guidelines ceased to
exist, Bloomberg News relates.  "If proven true, the absence of
underwriting standards could make the identified statements
misleading," Judge Pechman wrote in the order, Bloomberg says.

In August 2008, New Orleans Employees' Retirement System and
MARTA/ATU Local 372 Employees Retirement Plan on behalf of
themselves and the purchasers of the mortgage-backed certificates
filed the action.  Washington Mutual, Inc., which was named as
defendant in the action, was excluded due to the automatic stay
in effect in its bankruptcy case.  Meanwhile, the Federal Deposit
Insurance Corporation took the place of Washington Mutual Bank as
a party defendant.  The action was removed to the District Court.

In January 2009, Boilermakers National Annuity Trust Fund filed a
complaint in the District Court, asserting similar claims filed
by the Mortgage Pass-Through Claimants.  The Boilermakers Action
was consolidated with the Mortgage Pass-Through Litigation.

The Policemen's Annuity and Benefit Fund for the City of Chicago
has been appointed as lead plaintiff in the Consolidated Action.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it disclosed assets of $32,896,605,516 and
debts of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.


WHITE RIVER: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: White River Investments, LP, Debtor
        117 East Washington Street, Suite 300
        Indianapolis, IN 46204

Bankruptcy Case No.: 10-15018

Chapter 11 Petition Date: October 4, 2010

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

Judge: James K. Coachys

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-15018.pdf

The petition was signed by Joyce C. Bradley, assistant secretary.


WILLIAM MCGAHEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: William Marshall McGahen
                 dba Double Circle Farms
                 dba Double Circle Computers
                 aka Bill McGahen
               Linda Ann McGahen
                 dba Linda's Quilting
               69989 South County Road #250
               Watonga, OK 73772

Bankruptcy Case No.: 10-15910

Chapter 11 Petition Date: September 28, 2010

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Craig Riffel, Esq.
                  MITCHEL GASTON RIFFEL & RIFFEL PLLC
                  3517 W Owen K Garriott, Suite One
                  Enid, OK 73703
                  Tel: (580) 234-8447
                  Fax: (580) 234-5547
                  E-mail: craig@westoklaw.com

Scheduled Assets: $1,197,915

Scheduled Debts: $1,109,833

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb10-15910.pdf


WINCHESTER ON THE RIVER: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Winchester On The River Holdings, LLC
        585 Spender Trace
        Atlanta, GA 30350

Bankruptcy Case No.: 10-89710

Chapter 11 Petition Date: October 4, 2010

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

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

Scheduled Assets: $135,000

Scheduled Debts: $2,182,083

The petition was signed by Yosef Ishak, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State Bank And Trust Company       Bank Loan              $642,380
Joseph W. Evans, CEO
P.O. Box 4748
Macon, GA 31210


W.R. GRACE: Supreme Court Rejects Plea to Block Libby Suits
-----------------------------------------------------------
The U.S. Supreme Court rejected W.R. Grace & Co.'s appeal seeking
to block lawsuits filed by people who say they were injured by
asbestos from the company's vermiculite mine in Libby, Montana.

The justices, according to an October 4, 2010 report by Greg Stohr
at Bloomberg News, left intact the Third Circuit Court's decision
that lets the asbestos victims sue the state of Montana for
allegedly failing to warn the miners and townspeople about the
dangers posed by the mine.

Early this year, Judge Kent A. Jordan of the United States Court
of Appeals for the Third Circuit affirmed the order of the United
States District Court for the District of Delaware and the United
States Bankruptcy Court for the District of Delaware denying
Grace's request to expand a preliminary injunction to prevent the
asbestos victims from prosecuting their lawsuits.

In 2005, the state of Montana, which asserts claims arising from
Grace's mining operations in Libby asked the U.S. Bankruptcy Court
for the District of Delaware, which is overseeing Grace's
bankruptcy proceedings since 2001, for relief from the automatic
stay of litigation against Grace so that it could implead Grace as
a third-party defendant in the Montana Actions.  Grace opposed
that Motion and filed a request seeking to expand the preliminary
injunction to include actions brought against the State.

The Bankruptcy Court denied Grace's motion.  The District Court
also effectively denied Montana's motion to lift the stay holding
that the automatic stay remains in effect as to Grace and its
debtor affiliates and their property.  Grace and Montana took an
appeal from the District Court's order affirming the Bankruptcy
Court's denial.

The Circuit Court previously held that the Bankruptcy Court and
the District Court do not have the authority to stop the
prosecution of the asbestos lawsuits in any Montana state court.

Grace has maintained since the beginning of the case that its
involvement in the asbestos lawsuits would preclude it from
successfully and expeditiously emerging from bankruptcy.  Grace
sought bankruptcy protection in April 2001.  The company is now on
its confirmation process with a plan of reorganization already
lodged with the Bankruptcy Court and to its creditors for
solicitation.  That reorganization plan, however, met numerous
objections, mostly from the Libby Claimants, insurance companies
affected by a so-called asbestos trust to be created pursuant to
the plan, and the official committee of unsecured creditors
appointed in the bankruptcy case, which opposed the company's
proposed treatment of unsecured claims.

The reorganization plan, which is co-sponsored by the official
committee of asbestos-related personal injury claimants, the
official committee of equity security holders and the future
claims representative appointed in Grace's case, will have to go
through the approval of both the Bankruptcy Court and the District
Court before the company can get out from bankruptcy.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Federal Insurance Settlement
-------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement with Federal Insurance Company.

Federal issued 13 policies of excess liability insurance that
provide, or are alleged to provide, insurance coverage to Grace.
The subject Policies were issued for various periods from
July 14, 1974, to June 30, 1985.

Grace, according to Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, has incurred and may
incur in the future certain liabilities, expenses and losses
arising out of asbestos-related claims, for which Grace seeks
coverage under the Subject Policies.  Ms. Jones says disputes have
arisen between Grace and Federal regarding their rights and
obligations under the Subject Policies.  Federal has filed
objections to the Debtors' Plan of Reorganization on various
grounds.

Ms. Jones tells the Court that the settlement would resolve those
objections in full.

The Agreement confers these principal benefits on the Debtors'
estates:

  (a) The payment by Federal to the Grace Asbestos Personal
      Injury Trust of $32 million.

  (b) The payment of the settlement sum without need for
      litigation to enforce the assignment by Grace to the Trust
      of rights under the Subject Policies.

  (c) A compromise of defenses that Federal might have with
      respect to coverage for any individual Asbestos PI Claim.

  (d) Federal's withdrawal of all its objections to confirmation
      of the Plan upon the Court's approval of the agreement.

The Agreement also includes a complete, mutual release of all
claims under the Subject Policies and is structured as a sale of
property pursuant to Section 363 of the Bankruptcy Code.

The Agreement further provides that if the Plan is confirmed, the
Trust, at its own expense, will enforce the Asbestos PI Channeling
Injunction with respect to Asbestos PI Claims subject to the
Asbestos PI Channeling Injunction that are asserted against
Federal under the Subject Insurance Policies, provided that the
Trust's obligation ceases after it has spent a sum equivalent to
the Settlement Amount.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Has 1.3 Million Shares in Synthetech
------------------------------------------------
W.R. Grace & Co., W.R. Grace & Co.-Conn., and Mallard Acquisition
Corp. disclosed in a Schedule 13D filed with the U.S. Securities
and Exchange Commission that each of them beneficially owns
1,348,352  shares of Synthetech Inc.'s common stock, which
represents 9.19% of the 14,664,614 shares of Synthetech Common
Stock issued and outstanding as of September 13, 2010.

Grace-Conn. is a direct wholly owned subsidiary of Grace while
Mallard is an indirect, wholly owned subsidiary of Grace.

Each of Grace, Grace-Conn., and Mallard may be deemed to have
acquired beneficial ownership of the Synthetech Common Stock
pursuant to voting agreements entered into as a condition to the
companies' willingness to enter into and perform obligations under
the September 13, 2010 merger agreement between Grace and
Synthetech.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Chapter 11 Filings Increase by 20% in September 2010
------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Chapter 11 bankruptcy filings increased by about 20%
in September 2010 as the number of total commercial bankruptcy
filings remained steady.

DBR, citing figures from the Automated Access to Court Electronic
Records, says Chapter 11 filings by businesses and individuals
rose by 20.6% last month, to 1,201 from 996 in August.  There have
been 10,487 Chapter 11 filings so far this year, versus 11,548
during the first nine months of 2009.

DBR notes the total number of commercial filings, however,
remained stable in September.  A total of 6,999 businesses filed
for bankruptcy protection last month, versus 6,994 commercial
bankruptcy filings in August.

According to DBR, Jack F. Williams, a professor of law at Georgia
State University, said in an interview Wednesday that the spike in
Chapter 11 filings seen at the beginning of this year and in
September is a key economic indicator.  While a rise in bankruptcy
filings in January means companies that rely on consumer spending
weren't able to make it through the key holiday season, more
filings in early fall indicate that companies don't have the cash
or confidence to hold out through the end of the year.

DBR notes the September filings bring the year's total up to 1.165
million, an 11% increase over the 1.046 million filings during the
first nine months of 2009.  The ABI's executive director, Samuel
J. Gerdano, expects the 2010 total to approach 1.6 million.


* Restructuring Pros See Opportunity for Luxury Hotel Investors
---------------------------------------------------------------
Deep-pocketed investors looking to pick up luxury hotels on the
cheap remain perched on the sidelines in today's real estate
market, but restructuring experts predict they'll have plenty of
opportunities to make a move in the coming months as more
properties experience distress, Dow Jones' DBR Small Cap reports.


* Speculative-Grade Default Rate Falls to 4% in Third Quarter
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Moody's Investors Service
said the global speculative-grade default rate ended the third
quarter at 4%, down from 6.2% the previous quarter.


* UBS Director Says Some Green Technology Firms to Collapse
-----------------------------------------------------------
Chelsea Emery, writing for Reuters, reports that Steven Smith --
managing director and global head of restructuring for UBS
Securities LLC -- said at the Reuters Restructuring Summit on
Wednesday, some wind and solar energy companies could be headed
for collapse as government funding priorities change.  Mr. Smith
said "green" technology companies have benefited from government
support such as tax revenue or grants, but many could face
restructuring or bankruptcy once that support goes away.

"I'm just getting wind of some clean tech (restructuring needs),"
Mr. Smith said, speaking to Reuters reporters and editors in New
York.  "In fact, I'm in pitch stage with one right now. Anytime
you have industries relying on non-market forces to help encourage
them, there can be teething pains."

According to Reuters, Mr. Smith declined to name his possible
client, but said wind and solar-energy companies were most at risk
in the green technology area.  Any country that changed
environmental regulations could also see bankruptcies, he said.

James Sprayregen, Esq., at Kirkland & Ellis, told the Reuters
summit, "you saw a wave of ethanol companies file for bankruptcy
over the last 12 months and that was driven by the government
incentivizing people to put a lot of money into ethanol, and that
kind of distorted the market."

VeraSun Energy Corp, units of Pacific Ethanol Inc and Hawkeye
Energy Holdings LLC are among ethanol-related companies that have
filed for Chapter 11 bankruptcy, Reuters notes.


* Sonnenschein Nath Changes Name to SNR Denton US LLP
-----------------------------------------------------
Sonnenschein Nath & Rosenthal LLP has changed its name to SNR
Denton US LLP, effective September 30, 2010.

Among other cases, SNR Denton serves as counsel to Icahn
Associates Corp. in the Tropicana Debtors' Chapter 11 cases and to
Plaintiffs Icahn Agency Services LLC, Icahn Partners LP, Icahn
Partners Master Fund LP, Icahn Partners Master Fund II LP, and
Icahn Partners Master Fund III LPS in the adversary complaint the
Icahn Entities initiated against Tropicana Las Vegas, Inc., and
Hotel Ramada of Nevada, LLC.

The e-mail addresses for certain attorneys of the firm have also
changed.  All other contact information remains the same:

              SNR DENTON US LLP
              Peter D. Wolfson, Esquire
              David R. Baum, Esquire
              Jo Christine Reed, Esquire
              Ben Delfin, Esquire
              Oscar N. Pinkas, Esquire
              1221 Avenue of the Americas
              New York, New York 10020
              Tel: (212) 768-6700
              Fax: (212) 768-6800
              E-mail: peter.wolfson@snrdenton.com
                      david.baum@snrdenton.com
                      jochristine.reed@snrdenton.com
                      ben.delfin@snrdenton.com
                      oscar.pinkas@snrdenton.com


* BOOK REVIEW: Dangerous Dreamers - The Financial Innovators From
               Charles Merrill to Michael Milken
-----------------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books, Washington, D.C. 2001
(reprint of book first published by John Wiley in 1993).
Pages: 260+xi
Price: $34.95 trade paper
ISBN 1-58798-029-0

"For the rest of his life, Milken will be accused of crimes for
which he was not charged and to which he did not plead guilty."
The Milken is -- as anyone familiar with "junk bonds" and the
scandals surrounding them in the 1980s knows -- Michael Milken of
the Drexel Burnham banking and investment firm.  So does the noted
business writer Robert Sobel (d. 1999) analyze and in so doing
clarify not only the Milken criminal case, but also many other
phenomena of the period laying the basis for the modern-day
financial industry.  Mr. Sobels' perspective is broader than the
sensationalistic excesses and purported crimes of Mr. Milken and
the like.  He's interested as well in individuals and businesses
that introduced and developed financial concepts, vehicles, and
transactions which secured and increased the wealth of millions of
average persons.

Mr. Sobel's topic of financial innovation is necessarily
ambivalent, as is any which concerns historical and economic
change.  For a perspective on the relatively recent phase of
financial innovation Milken was involved in, he brings up previous
such phases as the Gilded Age of the latter 1800s/early 1900s.
This was a time when as Jim Fisk, Jay Gould, and others were
making fortunes through skulduggery and manipulations in the
financial markets, Cornelius Vanderbilt and others were building
the "world's finest railroad system."  Similarly, in the "Junk
Decade of the 1980s," as Ivan Boesky and others were arrogantly
reaping fortunes on "dubious" transactions, financial firms such
as Forstmann Little and Kohlberg Kravis Roberts "played major
positive roles in the largest restructuring of American industry
since the turn of the century."

The analysis is done and subsequent picture formed through the
author's protrayals of the activities of individuals and
particular companies within the larger framework of the overall
financial industry of the time.  While Mr. dSobel does not try to
defend the excesses, liberties, and illegalties of individuals and
companies, basically he sees Mr. Milken, Mr. Boesky, and ones like
them and many companies in diverse sectors as "vehicles through
which the phenomena of junk finance and leveraged buyouts played
themselves out."  This was the "Conglomerate Era."  Mergers and
acquisitions were at the center of financial and economic
activity, and CEOs at major corporations were in competition to
grow their corporations in this way.  Mr. Milken, Mr. Boesky, and
such were originally seen as providing ideas and means for this
phenomena to corporate CEOs and others in the highest levels of
big business.  Mr. Milken, etc., did not originate the mergers and
acquisition phenomenon.

At first, Mr. Milken, etc., were much appreciated by the major
corporations and the financial industry.  In 1989, the Wall Street
Journal saw Mr. Milken as the financier who had the greatest
influence on Wall Street since J.P. Morgan.  In leading the
financial innovation of the time, which entails introducing the
new, often unproven, and taking risks, Milken left himself
vulnerable.  Thus he was a prime target for Federal prosecutors
when the downside of the mergers and acquisitions came about.  He
and his banking and investment company Drexel Burnham took the
brunt of government, business, and public indignation and search
for villains when their dreams did not pan out just as envisioned.

Mr. Sobel follows the transition of perspective on and behavior of
many companies as well as many individuals during this period.
Such transition with respect to Mr. Milken, for example, cannot be
unraveled from that of a company such as Beatrice.  Starting in
1960, the food company Beatrice started making large-scale
acquisitions.  Beatrice corporation heads succeeding the CEO
Williams Karnes who "ran a tight, lean ship, with a small office
staff" brought in corporate jets and limousines, greatly increased
staff, and moved to regal office space.  James Dutt of Beatrice is
pointed out as symptomatic of the heedless, dazzled mindset which
crept into corporate America in the 1980's age of mergers-and-
acquisitions.

Mr. Sobol's renders the complexities and ambivalence of this
transitional period comprehensible by memorable portraits of key
players and companies.  In so doing, he demonstrates once more why
he has long been recognized as one of the country's most important
business writers.

Robert Sobol (1931-99) was an author or editor of more than 50
books and hundreds of articles.  For more than 40 years, he was a
professor of business history at Hofstra University.



                           *********

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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