TCR_Public/101011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 11, 2010, Vol. 14, No. 282

                            Headlines

ABITIBIBOWATER INC: Restructuring Adviser Testifies for Plan
ADVANCE AUTO: Moody's Upgrades Senior Unsecured Rating From 'Ba1'
ADVANTA CORP: Has Until November 5 to Propose Chapter 11 Plan
AGRI-BEST PROPERTIES: Voluntary Chapter 11 Case Summary
AIRESURF NETWORKS: Creditors Approve Bankruptcy Proposal

AIRLIFT HELICOPTER: Case Summary & 10 Largest Unsecured Creditors
ALERE INC: Moody's Affirms 'B1' Corporate Family Rating
AMERICAN APPAREL: Blockbuster's Tom Casey Named Acting President
AMERICAN INT'L: Begins Exchanging Equity Units
AMERICAN SAFETY: Energizer Emerges as Winning Bidder

ANGIOTECH PHARMACEUTICALS: Plans to Defend Against Claims of QSR
APOLLO MEDICAL: Posts $60,100 Net Loss in July 31 Quarter
APRICUS BIOSCIENCES: Raises $8.34 Million in Securities Offering
ARYX THERAPEUTICS: Gets NASDAQ Notification
ATECO, INC.: Voluntary Chapter 11 Case Summary

AUBREY WRING: Can Access FTNA's Cash Collateral Until October 20
AVAYA INC: Bank Debt Trades at 11% Off in Secondary Market
AVIS BUDGET: Moody's Assigns 'B3' Rating on $400 Mil. Notes
AVIS BUDGET: S&P Assigns 'B' Rating on $400 Mil. Senior Notes
BARCALOUNGER CORP: Grand Rapids to Liquidate Firm

C&D TECHNOLOGIES: Common Stock Begins Trading on Pink Sheets
CAPMARK FIN'L: Unsec. Creditors Object to $965MM Secured Debt Deal
CELL THERAPEUTICS: Stonefield Josephson Combines with March LLP
CHEM RX: PharMerica-Led Auction Set for October 29
CINCINNATI BELL: Fitch Assigns 'B/RR4' Rating on $500 Mil. Notes

CINCINNATI BELL: Moody's Assigns 'B2' Rating on $500 Mil. Notes
CINCINNATI BELL: S&P Assigns 'B+' Rating on $500 Mil. Notes
CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
CLARENS GELIN: Absolute Priority Rule Only Partially Abrogated
COACTIVE TECHNOLOGIES: Moody's Raises Corp. Family Rating to Caa1

DAVID MEARS: Has Until November 9 to File Chapter 11 Plan
DBSD NA: 2nd Circuit Grants Sprint Nextel Emergency Stay of Plan
DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
DREIER LLP: Founder's Ex-Wife Loses Bid for $7 Mil. in Support

EDUARDO ACEVES: Case Summary & 7 Largest Unsecured Creditors
EDWARD PARK: Chapter 11 Case Dismissed at Bank's Behest
ENERGY FUTURE: Expects $4BB Goodwill Impairment Charge for Q3
ENERGY FUTURE: Unit Closes Exchange Offer with Private Investor
EPICEPT CORPORATION: Gets Non-Compliance Notice from Nasdaq

EXTENDED STAY: Exits Chapter 11 with Centerbridge Group as Owners
FELLOWS CREEK: Voluntary Chapter 11 Case Summary
FIRST AMERICAN: Moody's Assigns 'B1' Corporate Family Rating
FOREST CITY: S&P Affirms 'B+' Corporate Credit Rating
FREESCALE SEMICON: Bank Debt Trades at 8% Off in Secondary Market

GENERAL GROWTH: Wants to Expunge $30-Bil. in Duplicative Claims
GENERAL GROWTH: First City Denied Request for Documents
GENERAL GROWTH: U.S. Trustee Removes Luxor Capital from Panel
GENERAL MOTORS: S&P Assigns 'BB-' Corporate Credit Rating
GRAHAM BROTHERS: Case Summary & 20 Largest Unsecured Creditors

GTC BIOTHERAPEUTICS: Amends & Restates Framingham HQ Lease
GULF FLEET: Oct. 26 Sale Hearing Set for Gulf Ranger Vessel
HERCULES OFFSHORE: Bank Debt Trades at 13% Off in Secondary Market
HILCORP ENERGY: Moody's Assigns 'B2' Rating on $300 Mil. Notes
HILCORP ENERGY: S&P Affirms 'BB-' Corporate Credit Rating

IMPLANT SCIENCES: DMRJ Group Extends Debt Maturity to March 31
IRVINE SENSOR: Reaches New Deal With Longview Fund
ISE CORPORATION: Committee Taps Pachulski Stang as Counsel
JAY CHIANG: Canadian Case Recognized as Foreign Main Proceeding
JH INVESTMENT: Dist. Ct. Rejects IRS's Priority Unsec. Claim

JOINT THEATER: Voluntary Chapter 11 Case Summary
JOSEPH DANENZA: U.S. Court Recognizes Chapter 15 Proceeding
LAND O'LAKES: S&P Gives Positive Outlook, Affirms 'BB+' Rating
LEVEL 3 COMMS: Bank Debt Trades at 8% Off in Secondary Market
LOCAL INSIGHT: Marilyn Neal Assumes COO Linda Martin's Duties

LOGAN JOHNSTON: High Court Won't Review Sec. 362(k)(1) Fees
MARK LEMAY: Case Summary & 20 Largest Unsecured Creditors
MAYSVILLE INC: Files Schedules of Assets & Liabilities
MAYSVILLE INC: Can Continue Using Cash Collateral Until Oct. 31
MAYSVILLE INC: Taps Pardo & Gainsburg as Special Trial Attorney

MAYSVILLE INC: US Trustee Won't Form Creditors Committee
METRO-GOLDWYN-MAYER: Bank Debt Trades at 55% Off
MICHAELS STORES: Bank Debt Trades at 3% Off in Secondary Market
MORGAN CENTER: Case Summary & 7 Largest Unsecured Creditors
MORGANS HOTEL: Extends Loans on Hudson & Mondrian to October 2011

MPG OFFICE: Plaza in Talks With Lender to Further Extend Loan
MTC LAND: Case Summary & 3 Largest Unsecured Creditors
NEW DRAGON: Fails to Satisfy NYSE Listing Standards
ORLEANS HOMEBUILDERS: Objects to Adviser's $600,000 Fee Request
OSI RESTAURANT: Bank Debt Trades at 7% Off in Secondary Market

PALMAS COUNTRY: Plan to be Funded by Parent and Secured Creditor
PHILADELPHIA NEWSPAPERS: Osberg-Led Firm Emerges from Chapter 11
PINE MOUNTAIN: US Trustee Won't Appoint Creditors Committee
QOC I: Wells Fargo Says Ch. 11 Filing an Excuse to Delay Payment
RADIENT PHARMA: Asks Noteholders to Extend Maturity to Nov. 15

RCLC INC: Amends Trenton Purchase Agreement to Hike Purchase Price
RELIABLE ONSHORE: Case Summary & 20 Largest Unsecured Creditors
RVI GUARANTY: Fitch Upgrades Insurer Strength Ratings From 'BB'
SINCLAIR BROADCAST: Says 78% of Noteholders Tendered Offer
SMART ONLINE: Sells $300,000 Add'l Convertible Secured Sub. Notes

SPIRIT AEROSYSTEMS: Moody's Upgrades Corp. Family Rating to 'Ba2'
SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
SPORTSMAN'S WAREHOUSE: "Stub Rent" Not Administrative Expense
SRKO FAMILY: Promises to Pay Creditors from Project Sale Proceeds
STONEBRIDGE OF MINT HILL: Ct. Denies Claims v. NVR

STONEBRIDGE OF MINT HILL: Ct. Denies Counterclaims v. Wells Fargo
THERMADYNE HOLDINGS: Irving Deal Won't Affect Moody's 'B3' Rating
THOMPSON CREEK: S&P Affirms Corporate Credit Rating at 'B+'
TOWER AUTOMOTIVE: S&P Puts 'B' Rating on CreditWatch Positive
TREE MOSS: Asset Sale Hearing Set for Oct. 26 in Nevada

TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
TRONOX INC: U.S. Trustee Gets to Reduce Fees by $245,000
TRUVO USA: Plan Confirmation Hearing Rescheduled to October 26
TUTOR PERINI: S&P Assigns 'BB-' Corporate Credit Rating
UAL CONTINENTAL: UAL Bank Debt Trades at 6% Off

ULTIMATE ESCAPES: Chairman R. Keith Resigns as Member of Board
ULTIMATE ESCAPES: Section 341(a) Meeting Scheduled for Oct. 28
URBAN BRANDS: Sale Hearing Scheduled for Oct. 27 in Del.
US DATAWORKS: Extends Forbearance Agreement Until Oct. 13
US EXPRESS: Moody's Gives Stable Outlook, Affirms 'B3' Rating

UTSTARCOM INC: Sets December 13 Annual Meeting of Stockholders
VISANT CORP: S&P Assigns 'BB-' Rating on $1.425 Senior Loan
VISICON SHAREHOLDERS: Asks for Feb. 13 Plan Filing Extension
VYTERIS INC: Effects Conversion of $1.15 Mil. of Notes
WEST CORPORATION: Modifies Senior Secured Credit Facility

WEST CORPORATION: Moody's Upgrades Ratings on Senior Loan to 'Ba3'
WILSHIRE COURTYARD: Calif. Loses Attempt to Collect More Taxes
WORKFLOW MANAGEMENT: U.S. Trustee Forms 5-Member Creditors Panel
W.R. GRACE: To Hold 3rd Quarter Investor Call on October 21

* Ailing U.S. Cities Unlikely to Go Bankrupt, Experts Say

* BOND PRICING -- For Week From October 4 to 8, 2010

                            *********

ABITIBIBOWATER INC: Restructuring Adviser Testifies for Plan
------------------------------------------------------------
Bankruptcy Law360 reports that AbitibiBowater Inc.'s chief
restructuring adviser testified Thursday in support of the
Company's Chapter 11 plan, fending off allegations by creditors of
the Company's subsidiary Bowater Canada Finance Corp. that the
plan treats certain intercompany claims unfairly.

Stephen Zelin, a senior managing director at Blackstone Advisory
Partners, took the stand in the U.S. Bankruptcy Court for the
District of Delaware, according to Law360.

                      About AbitibiBowater Inc.

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

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

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

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

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

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


ADVANCE AUTO: Moody's Upgrades Senior Unsecured Rating From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Advance Auto Parts, Inc.'s
senior unsecured rating to Baa3 from Ba1.  The company's Ba1
corporate family rating, Ba1 probability of default rating, and
SGL-2 speculative grade liquidity rating will be withdrawn.  The
rating outlook is stable.  These actions conclude the review for
possible upgrade that was initiated on July 21, 2010.

                        Ratings Rationale

The upgrade to Baa3 recognizes Advance's solid operating
performance, which has resulted in debt protection measures and a
credit profile consistent with an investment grade retailer.
"Advance has demonstrated consistency in operating performance and
this has resulted in a very solid credit profile," stated Moody's
Senior Analyst Charlie O'Shea.  "Moody's expect operating
performance to remain at a high level going forward, and would
also expect financial policy to remain moderately conservative.
This upgrade also reflects Moody's expectation that the company
will refinance its revolving credit facility well in advance of
its October 2011 expiration in order to ensure that it maintains
strong liquidity".

The Baa3 rating reflects Moody's view that the positive
fundamentals present in the auto parts segment of retail --
increasing age of vehicles, greater number of miles driven and
slowdown in sales of new vehicles -- are likely to remain
favorable over the intermediate term.  Advance's commitment to
maintain a moderately conservative financial profile, increase its
strategic focus on the commercial category of the auto parts
retail segment, and continue to investment in supply-chain
logistics are additional key factors driving the Baa3 rating.

Ratings upgraded:

  -- $300 million Senior Notes due 2020 to Baa3 from Ba1, (LGD4 -
     54%)

  -- Senior Unsecured Shelf to (P)Baa3 from (P)Ba1

Ratings withdrawn:

  -- Corporate Family Rating at Ba1
  -- Probability-of-Default Rating at Ba1
  -- Speculative Grade Liquidity rating at SGL-2

The stable outlook reflects Moody's expectation that the company
will maintain its solid credit metrics and strong operating
performance.  It also incorporates Moody's view that the company
will refinance its revolving credit facility well in advance of
its October 2011 expiration.

Ratings could be upgraded if retained cash flow to net debt is
sustained above 25%, debt/EBITDA is maintained below 2.75 times,
and financial policy remains moderately conservative.

Ratings could be downgraded if operating performance softens
significantly, financial policy becomes more aggressive, or if the
company is unable to address the expiration of its credit facility
well in advance of its expiration.  Quantitatively, a downgrade
could result if retained cash flow to net debt reduced to below
21% or debt/EBITDA approaches 3.5 times.

Advance Auto Parts, Inc., headquartered in Roanoke, Virginia, is a
leading retailer of after-market auto parts, with annual revenues
of around $5.7 billion.


ADVANTA CORP: Has Until November 5 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Advanta Corp.'s exclusive periods to file and solicit acceptances
for the proposed Chapter 11 Plan until November 5, 2010, and
January 3, 2011, respectively.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

In June 2009, the Federal Deposit Insurance Corporation placed
significant restrictions on the activities and operations of
Advanta Bank Corp., a wholly owned subsidiary of the Company, as
the Bank's capital ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank Corp.  The petition says that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


AGRI-BEST PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Agri-Best Properties LLC
        4430 S. Tripp
        Chicago, IL 60632

Bankruptcy Case No.: 10-44600

Chapter 11 Petition Date: October 5, 2010

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

Judge: Eugene R. Wedoff

Debtor's
Counsel: Steven B. Towbin, Esq.
         SHAW GUSSIS, FISHMAN GLANTZ, WOLFSON & TOWBIN, LLC
         321 N. Clark Street, Suite 800
         Chicago, IL 60654
         Tel: (312) 276-1333
         Fax: (312) 275-0569
         E-mail: stowbin@shawgussis.com

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

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

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

The petition was signed by Boleslaw Kulach, manager of Agri-Best
Holdings LLC.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Agri-Best Holdings LLC                10-44595            10/05/10


AIRESURF NETWORKS: Creditors Approve Bankruptcy Proposal
--------------------------------------------------------
AireSurf Networks Holdings Inc. disclosed that secured and
unsecured creditors unanimously approved its bankruptcy proposal
at the meeting of creditors.  The Company will seek court approval
of the proposal at the first available court date.

Ontario, Canada-based Airesurf Networks is a researcher, designer
and manufacturer of digital communication amplifiers.  The
MegaFI(TM) System extends the range, coverage and throughput
capacity of WiFi access points without signal degradation.


AIRLIFT HELICOPTER: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Airlift Helicopter Service, Inc., a California Corporation
        1005 Electric Avenue
        Seal Beach, CA 90740

Bankruptcy Case No.: 10-24223

Chapter 11 Petition Date: October 5, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.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/cacb10-24223.pdf

The petition was signed by Denise Smith, secretary/treasurer.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Glenn J. Smith                        10-18050            06/15/10


ALERE INC: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of Alere, Inc.,
including the corporate family and probability of default ratings
at B1.  Concurrently, Moody's assigned a B3 rating on the
company's proposed $350 million senior subordinated notes due
2018.  In conjunction with the new issue the second lien term loan
was upgraded to B1 from B2.The rating outlook is stable.

These ratings were assigned:

Alere Inc.

  -- Senior Subordinate Notes due 2018 were rated B3 (LGD5, 78%)

Ratings upgraded:

  -- Upgraded the rated $250 million second lien term loan due
     2015 to B1 (LGD4, 50%) from B2 (LGD4, 58%)

Ratings affirmed/LGD Assessments Revised:

  -- B1 Corporate Family Rating;

  -- B1 Probability of Default Rating;

  -- Ba2 rating of the Senior Secured Revolver due 2013 (LGD2, 19%
     from LGD2, 23%)

  -- Ba2 rating of the First Lien Term Loan due 2014 (LGD2, 19%
     from LGD2, 23%)

  -- B2 rating of the Senior Unsecured Notes due 2016 (LGD4, 64%
     from LGD5, 73%)

  -- B3 rating of Senior Subordinated Notes due 2016 (LGD5, 89%
     from LGD5, 88%)

  -- Speculative Grade Liquidity rating at SGL-2

                        Ratings Rationale

Proceeds from the notes issue will be used for general corporate
purposes and future acquisitions.  At this time the company has no
immediate acquisitions.

Following the $350 million notes issue, Alere's credit metrics are
weak for the B1 rating category.  However, the ratings are
supported by its' strong competitive position within the point-of-
care diagnostic tools market, as well as its solid cash flow
generation.  The ratings are further supported by the company's
diverse product offering, and a track record of technological
innovation, positions the company well to serve hospitals and
other healthcare providers.

The ratings remain constrained by Alere's relatively high leverage
in the context of an acquisitive growth strategy, ongoing
integration risk associated with material acquisitions and
technological risk inherent in the highly competitive medical
diagnostics industry.  Although clearly diversifying, the
strategic rationale for Alere's relatively recent expansion in
health management remains unproven and presents additional risks
associated with the potential for significant incremental
investment requirements and execution risks.  Ongoing
reimbursement pressures on healthcare providers present additional
risks.

The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives.  The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage will be
maintained in the 5.0 times range.

The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period.  Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or stock buyback activities which bring pro forma metrics
to these levels could result in a downgrade.

Given the company's increased leverage levels and acquisitive
strategy an upgrade is unlikely in the near term.  The outlook
could be changed to positive if the pace of acquisitions slows
considerably from past levels and the company's adjusted debt to
EBITDA declines below 4.0 times and free cash flow to debt remains
at or above 10% on a sustained basis.

Based on the criteria outlined in Moody's Global Medical Devices
Industry Rating Methodology, the company's strengths include scale
and diversification, as well as product portfolio and
profitability, offset by weak credit metrics and an acquisitive
growth strategy.  The weighted average of the 12 sub-factors
specified in the methodology is Ba3, one notch above the current
rating.  Moody's believes that an upgrade to Ba3 is precluded at
this time by acquisition risk and the potential for associated
increases in leverage.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics.  The
health management business includes disease management, maternity
management, and wellness.  Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
Reported revenues for the twelve months ended June 30, 2010 were
about $2.1 billion.


AMERICAN APPAREL: Blockbuster's Tom Casey Named Acting President
----------------------------------------------------------------
American Apparel, Inc., has appointed Tom Casey as Acting
President of the Company.  Mr. Casey joins the Company from
Blockbuster Inc., where served as Executive Vice President and
Chief Financial Officer from September 2007 through August 2010.

Following the amendment to American Apparel's credit agreement
with Lion Capital announced last week, Dov Charney, Chairman, CEO
and founder of American Apparel, and Lyndon Lea, founder and
partner of Lion Capital, are working together on developing an
enhanced strategic plan for the company's future growth, including
the hiring of new senior executives.  Mr. Casey will report
directly to Dov Charney and will have primary responsibility for
developing the going forward operating strategy of American
Apparel.

Mr. Casey has over 24 years' experience in financial management
and strategic planning.  At Blockbuster, Mr. Casey was responsible
for strategic planning, finance and accounting, information
technology, real estate and international operations. Prior to
Blockbuster, Mr. Casey served for 20 years as a financial advisor
to companies undergoing strategic change in the retail and
consumer products industry. Mr. Casey served as a Managing
Director for Deutsche Bank Securities, Inc. and held investment
banking positions with Citigroup, Merrill Lynch and Dillon Read &
Co. Mr. Casey has a Bachelor of Science degree in Ocean
Engineering from The U.S. Naval Academy and received his MBA from
Harvard Business School. Mr. Casey also serves on the board of
directors of The Great Atlantic and Pacific Tea Company, Inc.

"I am excited that Tom is joining American Apparel," said Dov
Charney. "Tom's team building skills, strategic perspective and
senior management experience will help us build a great future for
the Company. We believe Tom will be instrumental in our efforts to
continue to build our management team and bring additional
operating disciplines to the business."

"American Apparel presents a very special opportunity" said Tom
Casey. "I admire American Apparel's commitment to creative
thinking and fair treatment of its textile and apparel workers. I
am intrigued by the international appeal of the brand and the
Company's vertically integrated and Made in USA business model. I
see American Apparel in the early stages of its development and I
believe that my experience can help shape the Company's future."

As reported by the Troubled Company Reporter on October 5, 2010,
Bloomberg News said a lawyer for American Apparel indicated in an
interview that FTI Consulting Inc. wasn't hired by the Company to
advise on a bankruptcy restructuring.  On October 4, the TCR
reported that American Apparel entered into an amendment to its
credit agreement with Lion Capital which, among other things,
eliminates the minimum Consolidated EBITDA covenant for the dates
through and including December 31, 2010, and provides for the
minimum Consolidated EBITDA covenant to be tested monthly during
2011.

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

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

                     About American Apparel

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

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

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2010,
the Company disclosed that based upon results of operations for
the three months ended March 31, 2010, and trends occurring in the
Company's business since the first quarter and projected for the
remainder of 2010, it may not have sufficient liquidity necessary
to sustain operations for the next 12 months.  Also, the Company's
current operating plan indicates that losses from operations are
expected to continue through at least the third quarter of 2010.
The Company also believes that it is probable that as of September
30, 2010, the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the Lion Credit Agreement.


AMERICAN INT'L: Begins Exchanging Equity Units
----------------------------------------------
American International Group, Inc., commenced an offer to exchange
up to 74,480,000 of its Equity Units consisting of Corporate Units
for consideration per Corporate Unit equal to 0.09867 shares of
its common stock plus $3.2702 in cash.

The consideration offered per Corporate Unit is the same number of
shares and the same cumulative amount of cash per Corporate Unit
that a holder would receive if the holder did not tender into the
exchange offer and instead held Corporate Units through their
final stock purchase date.  The stock and cash so received will be
the result of netting payments from two separate transactions - a
repurchase of the debentures and a cancellation of the stock
purchase contracts underlying the Corporate Units.

The 74,480,000 Corporate Units AIG seeks to acquire represent
approximately 95% of the outstanding Corporate Units, and
Corporate Units accepted in the exchange offer will be prorated as
necessary to remain within this limit.

The exchange offer will expire at 11:59 p.m., New York City time,
on November 10, 2010, unless extended or earlier terminated by
AIG.  Tendered Corporate Units may be withdrawn at any time prior
to the expiration date and after the expiration of 40 business
days following today's commencement of the exchange offer, if we
have not accepted them for exchange.

The terms and conditions of the exchange offer are described in
the preliminary prospectus dated October 8, 2010 and related
letter of transmittal relating to the exchange offer. The
completion of the exchange offer is subject to the conditions
described in the exchange offer documents, which include, among
others, the effectiveness of the registration statement relating
to the exchange offer and continued listing on the New York Stock
Exchange of the Corporate Units that remain outstanding after the
exchange offer. The exchange offer is not conditioned upon any
minimum amount of Corporate Units being tendered.

Subject to applicable law, AIG may waive certain other conditions
applicable to the exchange offer or extend, terminate or otherwise
amend the exchange offer in its sole discretion.

A registration statement relating to the common stock to be issued
in the exchange offer has been filed with the Securities and
Exchange Commission but has not yet become effective. The common
stock being offered in the exchange offer may not be sold nor may
offers to exchange be accepted prior to the time that the
registration statement related to the exchange offer becomes
effective. This press release shall not constitute an offer to
sell or exchange or the solicitation of an offer to buy or
exchange nor shall there be any sale or exchange of the common
stock in any state or other jurisdiction in which such an offer,
solicitation, sale, exchange or purchase would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.

BofA Merrill Lynch, Citi and Deutsche Bank Securities are acting
as dealer managers for the exchange offer.  Global Bondholder
Services Corporation is acting as information and exchange agent
for the exchange offer. Information concerning the terms of the
exchange offer may be obtained by contacting BofA Merrill Lynch at
888-292-0070 (toll-free) or 980-683-3215 (collect) or Citi at 800-
558-3745 (toll-free) or 212-723-6106 (collect).  Copies of the
registration statement, exchange offer prospectus, letter of
transmittal and other materials related to the exchange offer, may
be obtained at no charge from the information and exchange agent
at 212- 430-3774 (collect) or 866-873-7700 (toll-free) or from the
Securities and Exchange Commission's Web site at
http://www.sec.gov/ Information on the procedures for tendering
in the exchange offer may be obtained by contacting the
information and exchange agent at the telephone number provided.
The materials related to the exchange offer contain important
information that should be read carefully before any decision is
made with respect to the exchange offer.

                             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 SAFETY: Energizer Emerges as Winning Bidder
----------------------------------------------------
Energizer Holdings, Inc. was the winning bidder for American
Safety Razor (ASR) in bankruptcy court proceedings.  Energizer
signed an agreement with ASR to purchase substantially all of
ASR's assets for $301 million in cash and the assumption of
certain liabilities.  The acquisition is subject to regulatory
approval.

Energizer is the parent company of Schick Wilkinson Sword (SWS),
the second largest manufacturer and marketer of men's and women's
wet shave products in the world.  SWS products are sold in over
140 countries, and its portfolio of products includes Hydro,
Quattro, Intuition, Xtreme 3, and Protector.

With over 135 years of experience, ASR is the fourth largest
manufacturer and distributor of wet shave products and is a
leading supplier of private-label razors and blades.  ASR's value
priced products are sold throughout the world to mass
merchandisers, drug stores and supermarkets under store brand
names as well as under ASR's brands, including Magnum, X5, Matrix
3, Mystique, and Personna.

"This is an exciting time for Energizer Holdings, Inc. and
Energizer Personal Care," said Ward Klein, Chief Executive
Officer, Energizer Holdings, Inc. "The addition of ASR's strength
in the private label wet shave business provides an important
strategic fit and opportunity for the Energizer Personal Care
business.  As it relates to ASR's wet shave private label
business, our plan is to maintain and even strengthen our
commitment to this segment.  The addition of ASR to our SWS
business broadens our product portfolio, enhances our ability to
deliver total category solutions to our retail customers, and
provides us with greater scale to effectively compete in an
increasingly competitive marketplace.  We are excited to go to
market with these two complementary businesses."

                      About American Safety

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

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


ANGIOTECH PHARMACEUTICALS: Plans to Defend Against Claims of QSR
----------------------------------------------------------------
Angiotech Pharmaceuticals Inc. on October 4, 2010, was notified
that QSR Holdings, Inc., as the representative for the former
stockholders of Quill Medical, Inc., made a formal demand to the
American Arbitration Association naming as respondents the
Company, together with its subsidiaries QMI and Angiotech
Pharmaceuticals (US), Inc.

The arbitration demand alleges that the Respondents failed to
satisfy certain obligations under the Agreement and Plan of
Merger, dated May 25, 2006, by and among Angiotech, Angiotech US,
Quaich Acquisition, Inc. and QMI, and seeks either direct monetary
damages or, in the alternative, extension for one calendar year of
certain earn-out periods as more fully set forth in the Merger
Agreement.

In addition, on October 5, 2010, the Company was served with the
Summons and Complaint in an action commenced in the United States
District Court for the Middle District of North Carolina on
October 1, 2010 by QSR, entitled QSR Holdings, Inc. v. Angiotech
Pharmaceuticals, Inc., Angiotech Pharmaceuticals (US), Inc. and
Quill Medical, Inc., 1:10-cv-754.  The Complaint in the Federal
Litigation alleges, among other items, that:

   a) Angiotech breached certain contractual obligations under the
      Merger Agreement;

   b) that certain misrepresentations or omissions were made by
      Angiotech during the initial negotiation of the Merger
      Agreement; and

   c) tortious interference.

QSR is seeking damages in an unstated amount together with
punitive damages and attorneys fees to the extent allowed by law.

Given the nascent stages of these proceedings, it is not possible
at this time to predict the outcome of the Federal Litigation or
of any arbitration or other proceeding that may result from the
Arbitration Demand.  The Respondents intend to vigorously defend
the Federal Litigation and any arbitration or other proceeding
that may result from the Arbitration Demand.

                          About Angiotech

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

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

Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. to 'D' (default) from 'CC'.  At the same
time, S&P lowered its issue-level rating on the company's
US$250 million senior subordinated debt to 'D' from 'C'.  S&P
also lowered the issue-level rating on the US$325 million senior
unsecured notes to 'C' from 'CC'.  The recovery rating on each
debt piece is unchanged.


APOLLO MEDICAL: Posts $60,100 Net Loss in July 31 Quarter
---------------------------------------------------------
Apollo Medical Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $60,130 on $1.04 million of revenue
for the three months ended July 31, 2010, compared with net income
of $55,849 on $580,942 of revenue for the same period ended
July 31, 2009.

The Company has an accumulated deficit of $1.30 million as of
July 31, 2010.  Net cash used in operating activities for the six
months ended July 31, 2010, was $126,248.

The Company's balance sheet at July 31, 2010, showed $1.30 million
in total assets, $1.36 million in total liabilities, and a
stockholders' deficit of $59,987.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of January 31,
2010, working capital of $1.07 million and cash flows used in
operating activities of $338,141.

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

               http://researcharchives.com/t/s?6c44

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.


APRICUS BIOSCIENCES: Raises $8.34 Million in Securities Offering
----------------------------------------------------------------
On October 4, 2010, Apricus Biosciences, Inc., completed a best-
efforts offering for the sale of 1,728,882 Units, with each Unit
consisting of three shares of common stock, par value $0.001 per
share, and a warrant to purchase one additional share of common
stock.  The Units were offered to the public at a price of $5.40
and the warrants, which are exercisable starting at the closing
and remaining exercisable thereafter for a period of five years,
have an exercise price of $2.27 per share.  The Company received
Offering proceeds, net of discounts, commissions and expenses, of
approximately $8,340,000.  The Company will use the net proceeds
from the Offering to further develop its product candidates and
for working capital and other general corporate purposes, as more
fully described in the Offering prospectus.

The Offering was made pursuant to the Company's effective
registration statement on Form S-1 (File No. 333-169132).  Dawson
James Securities, Inc. acted as the Company's placement agent for
the Offering.

                    About Apricus Biosciences

San Diego, Calif.-based Apricus Biosciences, Inc. (Nasdaq CM:
APRI) -- http://www.apricusbio.com/-- focuses on research and
development in the area of drug delivery.  The Company's
proprietary drug delivery technology is called NexACT.  The
Company, through Bio-Quant, Inc., provides pre-clinical CRO
services.  It focuses on oncology, inflammation, immunology, and
metabolic diseases.  It was formerly known as NexMed, Inc. and
changed its name to Apricus Biosciences, Inc. on September 10,
2010.

The Company's balance sheet as of June 30, 2010, showed
$24.48 million in total assets, $7.37 million in total
liabilities, and a stockholders' equity of $17.11 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and expects to incur future
losses.  In addition, the Company has substantial notes payable
and other obligations that mature within the next 12 months.


ARYX THERAPEUTICS: Gets NASDAQ Notification
-------------------------------------------
ARYx Therapeutics, Inc., was notified October 5, 2010 by the staff
of the NASDAQ Stock Market that it has not regained compliance
with the $50 million minimum market capitalization requirement for
continued listing on The NASDAQ Global Market, as set forth in
Listing Rule 5450(b)(2)(A).  As a result, ARYx's common stock is
subject to delisting from the NASDAQ Global Market unless the
Company requests a hearing before a NASDAQ Listing Qualifications
Panel ("Panel").  Accordingly, ARYx intends to timely request a
hearing before a Panel, automatically staying further action by
NASDAQ until the Panel issues its decision following the hearing.
At the hearing, ARYx will present its plan to regain compliance.
In connection with such appeal, the Panel may grant ARYx, in its
sole discretion, an additional compliance period of up to 180
calendar days from the date of the NASDAQ staff's determination to
regain compliance with the minimum market capitalization
requirement for continued listing on The NASDAQ Global Market.
There is no assurance that ARYx's planned hearing before the Panel
on the delisting determination will be successful.

                    About ARYx Therapeutics

ARYx Therapeutics is a biopharmaceutical company focused on
developing a portfolio of internally discovered products designed
to eliminate known safety issues associated with well-established,
commercially successful drugs.  ARYx uses its RetroMetabolic Drug
Design technology to design structurally unique molecules that
retain the efficacy of these original drugs but are metabolized
through a potentially safer pathway to avoid specific adverse side
effects associated with these compounds.  ARYx currently has four
products in clinical development: a prokinetic agent for the
treatment of various gastrointestinal disorders, naronapride (ATI-
7505); an oral anticoagulant agent for patients at risk for the
formation of dangerous blood clots, tecarfarin (ATI-5923); an oral
anti-arrhythmic agent for the treatment of atrial fibrillation,
budiodarone (ATI-2042); and, an agent for the treatment of
schizophrenia and other psychiatric disorders, ATI-9242.


ATECO, INC.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ateco, Inc.
        31157 Lobo Vista Road
        Agoura Hills, CA 91301

Bankruptcy Case No.: 10-22623

Chapter 11 Petition Date: October 5, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Steven J. Krause, Esq.
                  1125 Lindero Canyon Street, A8
                  Westlake Village, CA 91362
                  Tel: (818) 970-7333
                  Fax: (818) 707-9718
                  E-mail: stevenjkrause@yahoo.com

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

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

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

The petition was signed by L. Peter Petrovsky, president.


AUBREY WRING: Can Access FTNA's Cash Collateral Until October 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Aubrey Bruce Wring and Virginia Ann Wring to access
cash which First Tennessee National Association claims an
interest.

As reported in the Troubled Company Reporter on June 23, 2010, the
Debtors' indebtedness to First Tennessee aggregate $5,733,228
which was secured by the rental payments of certain parcels of the
real properties located at 511 Burkhardt Road, Drummonds,
Tennessee, and 4812 South Mendenhall Road, Memphis, Tennessee.

First Tennessee consented to the Debtors' use the lease of certain
parcels of the real property encumbered by the Deeds of Trust and
Assignments to operate their business postpetition.

The Debtors may use the cash collateral to preserve and protect
the real property and to make adequate protection payments to
First Tennessee.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will make adequate protection payments.
The Debtors must also maintain insurance coverage on the real
property, naming First Tennessee as lienholder/loss
payee/mortgagee in an amount at least in excess of the amount due
to First Tennessee.

The Debtors' access to the cash collateral will terminate on the
earlier of Debtors' failure to make the adequate protection
payment or October 20.

                      About Aubrey Bruce Wring

Memphis, Tennessee-based Aubrey Bruce Wring and Virginia A. Wring
-- Wring Family Revocable Trust; Wring Real Estate LLC; A & B
Enterprises LP; Wring Timberland, LLC; Butler Row LLC; Virginia
Ann Wring Irrevocable Trust; Wring Family Trust; Affordable Land
Sales LLC and Affordable Management LLC -- filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. W.D. Tenn. Case
No. 10-21899).  Earnest E. Fiveash, Jr., Esq., who has an office
in Memphis, Tennessee, assists the Debtors in their restructuring
efforts.  The Debtors disclosed $20,629,010 in assets and
$18,365,480 in liabilities as of the bankruptcy filing.


AVAYA INC: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 89.30 cents-on-the-
dollar during the week ended Friday, October 8, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.75 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the credit
facility, which matures on October 26, 2014.  The loan is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 213 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

Avaya carries a 'B3' corporate family rating from Moody's
Investors Service.  In December 2009, Moody's downgraded Avaya's
corporate family rating to 'B3' from 'B2', citing that the
downgrade was driven by challenges presented by the acquisition of
Nortel's enterprise assets as well as the large amount of
additional debt incurred to finance the acquisition (around
$1 billion).


AVIS BUDGET: Moody's Assigns 'B3' Rating on $400 Mil. Notes
-----------------------------------------------------------
Moody's is assigning a B3 rating to the proposed $400 million
senior unsecured note issuance from Avis Budget Group, Inc.  The
proceeds are expected to be used either to fund the proposed
acquisition of Dollar Thrifty Group or to refinance debt in the
event that the acquisition is not successfully completed.  Moody's
is maintaining the current ratings, including the B2 CFR and
positive outlook.  If the Dollar acquisition does go through, the
outlook would likely be stabilized at current rating levels.

                        Ratings Rationale

The last rating action on Avis was a change in the outlook to
positive from negative on February 17, 2010.

Avis Budget Car Rental LLC, headquartered in Parsippany, NJ, is a
leading competitor in the US on-airport car rental sector.


AVIS BUDGET: S&P Assigns 'B' Rating on $400 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' rating to Avis Budget Group Inc.'s $400 million senior notes
due 2019, which are being issued by indirect subsidiaries Avis
Budget Car Rental LLC and Avis Budget Finance Inc. A '5' recovery
rating was also assigned, indicating a modest (10%-30%) recovery
of principal in the event of a payment default.  Avis Budget plans
to use the proceeds to partially fund its proposed acquisition of
Dollar Thrifty Automotive Group Inc. or to repay outstanding
indebtedness.

Avis Budget has submitted an offer to purchase DTAG for around
$1.5 billion ($45.79 per share in cash and 0.6543 shares of Avis
Budget common stock per share).  The company expects to fund the
approximate $1.1 billion cash portion of its offer with cash and
debt, including the proceeds of this debt offering.  The company
will use a pre-closing cash dividend of $200 million to be paid by
DTAG to fund the transaction.  S&P's preliminary view remains that
DTAG's less-leveraged capital structure, its earnings, and some
synergies from the companies' integration would largely offset the
effect of additional merger-related debt, leaving Avis Budget's
pro forma credit metrics relatively unchanged.  The ratings on the
company's senior unsecured debt would likely be lowered if Avis
Budget were to use secured debt to finance the transaction.  In
addition, if the amount of secured debt is substantially higher,
ratings on the first-lien debt could be affected.  S&P could also
reevaluate its initial views on the impact of the DTAG transaction
if developments turn out to be inconsistent with current
expectations regarding the proposed DTAG purchase.

                          Ratings List

                     Avis Budget Group Inc.

         Corporate Credit Rating                B+/Stable

                           New Rating

                     Avis Budget Group Inc.

             $400 million senior notes due 2019    B
              Recovery Rating                      5


BARCALOUNGER CORP: Grand Rapids to Liquidate Firm
-------------------------------------------------
BarcaLounger Recliners of Martinsville, VA, the iconic
manufacturer of recliners, filed Chapter 11 Bankruptcy in May and
all of its physical assets were purchased by Liquid Asset Partners
of Grand Rapids, MI. Liquid Asset Partners is liquidating a huge
selection of leather & fabric recliners near the "Grand Rapids
Furniture Mile" at 29th Street and East Paris at prices
significantly below the Israel's Going out of Business Sale and
Art Van Furniture.

The bankruptcy court order allows Liquid Asset Partners LLC to do
marketing that other retailers can't.  A great example is the
Funky Chicken suit; their sign walkers are allowed to wear crazy
outfits and put on an entertaining dance show, as long as safety
laws are being obeyed.

"Our advertising and pricing seems to be frustrating Art Van
Furniture on 28th Street," says Bill Melvin Jr. CEO of Liquid
Asset Partners.  "We have yellow signs all over, sign walkers in
chicken and tiger outfits dancing all day, and the best prices in
town.  It's a true bankruptcy liquidation and we're blowing these
chairs out at 50% to 80% off, so all the other furniture stores
can't compete.  Art Van keeps ripping up our signs.  But we're
just a local family business trying to bring great deals to our
friends, families, and neighbors in Grand Rapids."

BarcaLounger suffered from a common issue for American furniture
manufacturers, which Grand Rapids, MI knows all too well.
Competition, cheap supplies, and cheap labor from overseas and
Mexico created a crippling effect on their sales.  The current
anti-dumping case currently being heard by the International Trade
Commission, ITC, about Chinese manufacturers dumping cheaper goods
into the United States is the case in point.  It has put hundreds
of large American manufacturers out of business and is threatening
many more.  The U.S. ITC, recently heard arguments on furniture
anti-dumping duties. The U.S. furniture manufacturers support the
continuation of duties on wooden bedroom furniture for another
five years.

"Being from the past Furniture Capital of the world, it's hard to
see any iconic brand go out of business.  Our job is to pick up
the pieces of what is left and pass the deals back into the
economy. This is the furniture deal of a lifetime!" says Melvin.
"For anyone looking for a beautiful chair the deals are too cheap
to miss.  BarcaLounger was known for their styling and quality
that doesn't look or seem like a "La-Z-Boy".  They're much nicer
and look more like regular chairs.  But they are so comfortable
it's the first chair everyone fights for! It also produces the
best nap you'll ever take."

The liquidation sale is currently running at the BarcaLounger
Liquidation store at 4060 29th Street in Grand Rapids, MI, near
East Paris.  It is open to the public every day until everything
is sold.  Hours of operation are 10 AM until 7 PM Monday through
Saturday and noon to 5 PM on Sunday. Buyers may view photos online
at http://www.LiquidAssetPartners.com/or come directly to the
liquidation store to see the recliners and the Funky Chicken sign
walker first hand.

                     About Barcalounger Corp.

Barcalounger Corp. is a furniture maker from Martinsville,
Virginia.  Barcalounger designs and manufactures recliners; its
American of Martinsville Inc. unit is engaged in the design and
contract manufacture of case goods and upholstered furniture for
the hospitality and healthcare markets.

Barcalounger Corp. and its units filed for Chapter 11 bankruptcy
protection on May 19, 2010 (Bankr. D. Del. Case No. 10-11637).
Christopher A. Ward, Esq., at Polsinelli Shughart PC, assists the
Company in its restructuring effort.  The Company estimated
$1 million to $10 million in assets and $10 million to $50 million
in debts.

The Debtors experienced significantly lower than anticipated
operating profits for the past two years, due primarily to the
economic downturn and the attendant drop in furniture sales in
general.  Partially as a result, Barcalounger was unable to
maintain adequate liquidity to continue as a going concern under
present ownership.


C&D TECHNOLOGIES: Common Stock Begins Trading on Pink Sheets
------------------------------------------------------------
Philadelphia Business Journal staff writer Peter Key reports that
C&D Technologies Inc.'s stock began trading on the Pink Sheets
Friday, after having been suspended from the New York Stock
Exchange prior to the market opening.

As reported by the Troubled Company Reporter on October 7, 2010,
the NYSE Regulation, Inc., on October 4 provided C&D Technologies
with notice that trading on the New York Stock Exchange of the
Company's common stock would be suspended prior to the market
opening on October 8, 2010.  The NYSE in its October 4 press
release stated, "The decision to suspend the Company's common
stock was reached in view of the fact that the Company has fallen
below the New York Stock Exchange's continued listing standard
regarding average global market capitalization over a consecutive
30 trading day period of less than $15 million, which is a minimum
threshold for listing."

The Company plans to appeal the determination.

The TCR also said October 7 that C&D Technologies is moving
forward on a plan, announced on September 14, 2010, to launch an
out-of-court exchange offer for its outstanding convertible notes
and to simultaneously seek support for a voluntary prepackaged
plan of reorganization as a back-up alternative.

                      About C&D Technologies

Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE:
CHP) -- http://www.cdtechno.com/-- engineers, manufactures, sells
and services fully integrated reserve power systems for regulating
and monitoring power flow and providing backup power in the event
of primary power loss until the primary source can be restored.

The Company's balance sheet at July 31, 2010, showed
$239.4 million in assets, $251.1 million in total liabilities, and
a stockholders' deficit of $11.7 million.

The Company says that its cumulative losses, substantial
indebtedness and likely future inability to comply with certain
covenants in the agreements governing its indebtedness, including
among others, covenants related to continued listing on a national
automated stock exchange and future EBITDA requirements, and in
addition, its current current liquidity situation, raise
substantial doubt as to its ability to continue as a going concern
for a period longer than 12 months from July 31, 2010.

On September 14, 2010, the Company entered into a restructuring
support agreement with two convertible noteholders who together
hold approximately 56% of the aggregate principal amount of the
2005 Notes and the 2006 Notes.  The supporting noteholders have
agreed to a proposed restructuring of the 2005 Notes and the 2006
Notes which will be effected through (i) an offer to exchange the
outstanding 2005 Notes and 2006 Notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
Company has agreed to solicit votes from the Company's
stockholders and the holders of the Notes to accept the
prepackaged plan concurrently with the exchange offer.

The Company also continues to be engaged in active discussions
with lenders under its Credit Facility regarding a restructuring
of its capital structure.


CAPMARK FIN'L: Unsec. Creditors Object to $965MM Secured Debt Deal
------------------------------------------------------------------
A group representing certain of Capmark Financial Group Inc.'s
unsecured creditors has lodged an objection ripping a proposed
$965 million settlement between the bankrupt lender and secured
creditors including JPMorgan Chase Bank NA, calling it a scheme to
subvert a fair plan, Bankruptcy Law360 reports.

Law360 says the proposed settlement, concerning some $1.5 billion
in liens granted about six months before Capmark filed for
bankruptcy in October 2009, should not be granted because the
negotiations between Capmark.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark had total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CELL THERAPEUTICS: Stonefield Josephson Combines with March LLP
---------------------------------------------------------------
Cell Therapeutics Inc. was notified that its independent
registered public accounting firm, Stonefield Josephson, Inc., had
combined its practice with Marcum LLP and had begun practicing in
California and Hong Kong as "MarcumStonefield, a division of
Marcum LLP".

As a result, Stonefield notified the Company that it was resigning
as the Company's independent registered public accounting firm
effective October 1, 2010.  On October 6, 2010, the Audit
Committee of the Company's Board of Directors appointed
MarcumStonefield as the Company's independent registered public
accounting firm.

The principal accountant's reports of Stonefield on the
consolidated financial statements of the Company and its
subsidiaries for the years ended December 31, 2009 and 2008
contained an explanatory paragraph disclosing the uncertainty
regarding the Company's ability to continue as a going concern.

                        Going Concern Doubt

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

                        Bankruptcy Warning

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

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

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

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


CHEM RX: PharMerica-Led Auction Set for October 29
--------------------------------------------------
BankruptcyData.com reports that Chem Rx Corp. has received
bankruptcy court approval to conduct an auction for most its
assets with PharMerica Corp. as the lead bidder.

Chem Rx has a contract to sell its assets to PharMerica Corp. for
$70.6 million plus the assumption of specified liabilities, absent
higher and better bids for the assets.

BData says the Court scheduled an October 29, 2010 auction and a
November 2, 2010 hearing to consider the sale.

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

PharMerica operates 90 institutional pharmacies in 41 states.

                    About Chem RX Corporation

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

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

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

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


CINCINNATI BELL: Fitch Assigns 'B/RR4' Rating on $500 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Cincinnati Bell
Inc.'s proposed offering of $500 million of senior unsecured notes
due 2020.  The company's Issuer Default Rating is 'B', and the
Rating Outlook is Stable.

The proceeds will be used to repay a portion of the outstanding
borrowings on the company's senior secured credit facilities plus
fees and expenses related to the note offering.  The credit
facilities had approximately $758 million outstanding on June 30,
2010.

Fitch's 'B' IDR for CBB reflects expectations for relatively high,
albeit stable leverage and its diversified revenue profile.  In
addition, its wireline and wireless businesses generate strong
free cash flows.  Risk factors incorporated into the rating
include the competitive pressure on CBB's wireline and wireless
segments, as well as the expansion of its data center business.
The $525 million acquisition of CyrusOne Networks, LLC, a data
center operator, closed in June 2010.  With respect to the data
center business, the acquisition represented CBB's first
significant step outside of its traditional service territory.
Following the transaction, CBB stated it is considering further
expansion of the data center business nationally and
internationally, which in Fitch's perspective entails additional
risk.

As a result of the CyrusOne acquisition, Fitch estimates CBB's pro
forma year-end 2010 leverage will rise to approximately 5.0 times
from 4.1x at the end of 2009.  In Fitch's view, leverage may be
slow in returning to historical levels as the data center business
-- even with the acquisition -- is not yet of a sufficient scale
where its growth rates will significantly overcome the effects of
competitive pressures on EBITDA in the wireline and wireless
business.

CBB's debt on June 30, 2010, totaled $2.492 billion, an increase
of $512 million from Dec. 31, 2009, with the rise stemming from
the acquisition of CyrusOne in June 2010.  At the end of June 30,
2010, the company did not have any debt outstanding on its
$210 million secured revolving credit facility, and the amount
available was $185.2 million, after the effect of LOCs.

On June 11, 2010, the company entered into a new credit facility
consisting of a $210 million revolving line of credit and a
$760 million secured term loan.  The new revolver, which matures
in June 2014, replaced a facility of the same size that would have
matured in August 2012.  The new $760 million secured term loan B
facility was used to repay the $204 million outstanding on the
previous term loan B facility, to close the acquisition and to pay
related fees and expenses.  The new term loan B facility will
mature in June 2017 if the company has successfully redeemed and
repaid in full its $252 million, 7% senior unsecured notes due in
2015.  The term loan maturity will accelerate to Nov. 17, 2014 if
the senior unsecured notes are not redeemed and paid in full on or
prior to that date.

Provisions in the new secured credit facility call for the company
to make mandatory prepayments on the term loan using 50% of excess
cash flow if, at the end of each fiscal year, its senior secured
leverage is greater than or equal to 1.5x starting in fiscal year
2011.  The consolidated total leverage covenant (as defined) is
6.0x through March 31, 2013; reduces to 5.75x from June 30, 2013
to March 31, 2014; and finally reduces to 5.5x for June 30, 2014
and each fiscal quarter thereafter.

Debt maturities (before pro forming for the offering), excluding
capital leases, are moderate in 2010 and 2011, at $4 million and
$18 million, respectively.  During 2012-2013, $8 million matures
annually, but as previously noted 2014 financing will require the
repayment of the $252 million of notes due in 2015 or the term
loan B will become due in 2014.  CBB's $100 million accounts
receivable securitization program ($10 million outstanding as of
June 30, 2010) had an additional $80.9 million in borrowing
capacity at the end of the second quarter.  The receivables
facility expires in March 2012, subject to annual bank renewals in
the second quarter of each year.

Cash amounted to approximately $17 million on June 30, 2010, and
over the LTM, the company generated $51 million in free cash flow
under Fitch's definition.  CBB's 2010 guidance revised for the
CyrusOne acquisition calls for the company to generate
approximately $120 million in FCF (as defined by the company),
down $10 million from its prior guidance.  Fitch believes the
incremental interest expense associated with the acquisition and
the slightly negative to break-even FCF position of CyrusOne could
cause free cash flow to remain under $100 million in 2010 (as
defined by Fitch).

CBB expects its 2010 capital spending to be similar to the
$195 million spent in 2009, but will vary depending on the level
of investment in the data center business.


CINCINNATI BELL: Moody's Assigns 'B2' Rating on $500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Cincinnati Bell,
Inc's proposed $500 million issuance of senior unsecured notes due
2020.  The company expects to use the net proceeds primarily to
pay down the $756 million outstanding Tranche B term loan,
maturing 2017.  As part of the rating action, Moody's upgraded the
ratings on CBB's existing senior secured debt to Ba2 from Ba3,
given the added loss absorption provided by the new notes and in
accordance with Moody's Loss Given Default Methodology.  The
ratings at CBB's wholly-owned subsidiary, Cincinnati Bell
Telephone Company, were also raised to Ba1 from Ba2.  Moody's
affirmed the company's B1 Corporate Family Rating and the
Probability of Default Rating.

Moody's has taken these rating actions:

Assignments:

Issuer: Cincinnati Bell, Inc.

* US$500M Senior Unsecured Regular Bond/Debenture, Assigned B2,
  LGD4 -- 58%

Upgrades:

Issuer: Cincinnati Bell, Inc.

* 7.25% Medium Term notes due 2023, Upgraded to Ba2 (LGD2-25%)
  from Ba3 (LGD3-34%)

* Tranche B Senior Secured Term Loan due 2017, Upgraded to Ba2
  (LGD2-25%) from Ba3 (LGD3-34%)

Issuer: Cincinnati Bell Telephone

* Various Notes, Upgraded to Ba1 (LGD2-5%) from Ba2 (LGD2-23%)
* Outlook -- Stable

                        Ratings Rationale

The Company's B1 CFR reflects CBB's relatively high leverage for a
telecommunications company and poor expected free cash flow
generation as the company intends to expand the staged buildout of
its data center business.  The company has been devoting a greater
share of its capital budget over the past three years to grow the
data center business, and the acquisition of CyrusOne marks the
company's first significant expansion outside the core Ohio,
Kentucky and Indiana service territory.  At the same time, Moody's
anticipates that downward pressure on the Company's revenue will
persist due to continuing access line losses in CBB's incumbent
wireline territories and intense competition in wireless segment.
As such, even though Moody's does not expect the company to resume
its share repurchases, nearly all free cash flow generation will
be consumed by increased capital expenditures in its wireless and
technology solutions segments, in addition to pension
contributions over the next two to three years.  The ratings
benefit from CBB's solid market position as an incumbent
residential telecommunications provider and the revenue
diversification it derives from its wireless network and business
customer base.

The stable outlook is based on Moody's expectations CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses by increasing efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.

Positive rating pressure could develop if CBB can resume
generating consistent free cash flow, while EBITDA growth or debt
reduction leads to leverage of under 5.0x (total adjusted debt-to-
EBITDA).  Moody's believes in order to achieve the target leverage
CBB needs to generate meaningful free cash flow growth in addition
to committing the cash flow to debt reduction.  However, given the
competitive pressures faced by the Company, Moody's believes CBB
faces significant challenges in achieving this goal over the
rating horizon.

Moody's will likely review the rating for a downgrade if the
Company's EBITDA comes under pressure either due to higher-than-
expected access line losses in its ILEC operations, declining
profitability of its wireless operations, or lack of a pick up in
demand for its data center businesses, such that debt-to-EBITDA
cannot be maintained below 6.0x (Moody's adjusted).  The rating
will also likely come under downward pressure if the Company's
liquidity position deteriorates further.

As the ratings incorporate expectations of the Company generating
modest free cash flow, a larger distribution to shareholders, or
large capital commitments that could create a free cash flow
deficit over the rating horizon would also negatively affect
ratings.


CINCINNATI BELL: S&P Assigns 'B+' Rating on $500 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
and '4' recovery ratings to Cincinnati-based Cincinnati Bell
Inc.'s proposed $500 million of senior unsecured notes due 2020.
The '4' recovery rating indicates S&P's expectations of average
(30%-50%) recovery for bondholders in the event of a payment
default.  The company said it plans to use proceeds from the
proposed bond to refinance a portion of existing bank debt.

At the same time, S&P revised its recovery rating on CBI's senior
unsecured debt to '4' from '6'.  The '4' recovery report indicates
its expectations of average (30%-50%) recovery for bondholders in
the event of a payment default.  As a result, S&P raised its
issue-level ratings on all existing senior unsecured debt to 'B+'
in accordance with its notching criteria for a '4' recovery
rating.  This rating action is primarily due to the decrease in
the amount of senior secured indebtedness in CBI's capital
structure.

Finally, S&P affirmed all other outstanding ratings on CBI,
including its 'B+' corporate credit rating.  The rating outlook is
negative.

"The 'B+' rating reflects CBI's aggressive financial risk profile,
with expectations for limited discretionary cash flow after
capital spending, which is currently elevated to expand its data
center business," said Standard & Poor's credit analyst Naveen
Sarma.

The significant competitive pressures facing its core wireline
business, which contributes the majority of consolidated revenues
and EBITDA, constitutes another risk which is reflected in S&P's
business risk profile assessment of weak.  Also, CBI's wireless
operations remain subject to intense competition from both
national wireless providers and regional competitors, and the
company is concentrated in a single market.  Tempering factors
include CBI's healthy EBITDA margins at its core wireline
business, despite ongoing access-line erosion, and growing
contributions from its technology solutions business.


CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.00 cents-
on-the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.64
percentage points from the previous week, The Journal relates.
The bank loan matures on May 29, 2014, and carries Moody's Caa2
rating and Standard & Poor's B- rating.  The loan is one of the
biggest gainers and losers among 213 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Claire's Stores

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

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

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

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


CLARENS GELIN: Absolute Priority Rule Only Partially Abrogated
--------------------------------------------------------------
WestLaw reports that a federal bankruptcy judge in Florida has
held that the absolute priority rule, as applied in Chapter 11
cases to prevent a debtor from retaining any estate assets if the
unsecured creditors were receiving less than full payment on their
claims, was abrogated only in part, as it applied to individual
Chapter 11 debtors, by the Bankruptcy Abuse Prevention and
Consumer Protection Act amendments.  Pursuant to these BAPCPA
amendments, individual Chapter 11 debtors may retain some estate
assets without proposing a plan that pays their unsecured claims
in full, and without obtaining unsecured creditors' consent to the
plan, but only those assets of the Chapter 11 estate which they
acquire an interest in postpetition and not estate assets that the
debtors had as of the commencement of the case.  The judge
disagreed with contrary holdings out of Indiana, Kansas, Nebraska
and Nevada.  In re Gelin, --- B.R. ----, 2010 WL 3789100 (Bankr.
M.D. Fla.) (Jennemann, J.).

In this case, a junior mortgagee whose lien had been stripped off,
objected to confirmation of an individual Chapter 11 debtors'
proposed reorganization plan, saying that the plan violated the
absolute priority rule.  The debtors responded by arguing that,
following enactment of the BAPCPA, this absolute priority rule no
longer applied in individual Chapter 11 cases.  The Honorable
Karen S. Jennemann held that (1) the absolute priority rule, as
applied in Chapter 11 cases to prevent a debtor from retaining any
estate assets if unsecured creditors were receiving less than full
payment on their claims, was abrogated only in part, as it applied
to individual Chapter 11 debtors, by the BAPCPA amendments, and
(2) individual Chapter 11 debtors could not cram down, over
objections of general unsecured creditors, a plan that provided
for only a de minimis distribution to junior mortgagees whose
liens had been stripped off from the rental properties owned by
debtors as of commencement of their bankruptcy case, while the
debtors retained ownership interest in five of these six
properties.

Clarens Junior Gelin and Marie Denise Destin of Melbourne, Fla.,
sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-15881)
on Oct. 20, 2009, and are represented by Bryan K. Mickler, Esq.,
in Jacksonville, Fla.  The Debtors disclosed $1,007,757 in assets
and $1,263,565 in liabilities at the time of the filing.


COACTIVE TECHNOLOGIES: Moody's Raises Corp. Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service has upgraded CoActive Technologies,
Inc.'s corporate family rating and probability of default rating
to Caa1 from Caa3.  In addition, CoActive's rating outlook has
been changed to stable from negative.

These ratings have been upgraded:

Issuer: CoActive Technologies, Inc.

  -- Probability of Default Rating to Caa1 from Caa3

  -- Corporate Family Rating to Caa1 from Caa3

  -- $25 million senior secured revolving credit facility due 2013
     to B3 (LGD3, 33%) from Caa2 (LGD3, 36%);

  -- $118 million senior secured first lien term loan due 2014 to
     B3 (LGD3, 33%) from Caa2 (LGD3, 36%); and,

  -- $47 million senior secured second lien term loan due 2015 to
     Caa2 (LGD5, 81%) from Ca (LGD5, 84%).

                        Ratings Rationale

The two notch ratings upgrade of the CFR to Caa1 reflects the
ongoing improvement in CoActive's operating performance and
Moody's expectation that these trends will result in a substantial
reduction in CoActive's financial leverage over the coming
quarters.  Moody's anticipate that recent growth in CoActive's
backlog, coupled with improvements made to its cost structure over
the past 18 months, will support the continued expansion of
CoActive's operating margins and should enable the company to
generate free cash flows, on a sustainable basis, in the near
term.

The Caa1 rating reflects a modest improvement to CoActive's
liquidity profile.  In Moody's view, covenant pressures, which
were previously eased with the use of equity cures allowable in
the credit agreement, will be alleviated prospectively as a result
of the rapid improvement in earnings, repayment of the revolver
and reduction in amounts outstanding on the first and second lien
term loans over the past year.  Further, the amendment to add the
Keypads business as a restricted subsidiary in the existing credit
agreements has improved both the collateral package and the
earnings base that supports the secured bank facilities.

Moody's would expect CoActive to generate positive cash flow on a
sustainable basis prior to further ratings upgrade.  In addition,
a ratings upgrade would likely require CoActive to maintain
balance sheet leverage below 4.5x before upward ratings momentum
surfaces.  While a ratings downgrade is not currently viewed as
likely, degradation in the company's liquidity profile would
likely have negative ratings ramifications.

The previous rating action on CoActive was the May 29, 2009
downgrade of the CFR to Caa3 from B3.

CoActive is primarily engaged in manufacturing electronic
components such as switches, controls, dome arrays and keypads
serving a wide variety of end-markets that include off-road,
consumer electronics, automobile, industrial and distribution.


DAVID MEARS: Has Until November 9 to File Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until November 9, 2010, David George Mears' exclusive
period to file a Chapter 11 plan and an explanatory disclosure
statement.

Wayne, Illinois-based David George Mears filed for Chapter 11
bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No.
10-16088).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,249,350 in assets and $3,575,000 in
liabilities as of the Petition Date.


DBSD NA: 2nd Circuit Grants Sprint Nextel Emergency Stay of Plan
----------------------------------------------------------------
Bankruptcy Law360 reports that Sprint Nextel Corp. has won a minor
victory in a drawn-out fight with DBSD North America Inc. over the
Company's plan to emerge from Chapter 11.

According to Law360, a three-judge panel of the U.S. Court of
Appeals for the Second Circuit, on Tuesday, ordered an emergency
stay prohibiting DBSD and other creditors from implementing the
Debtor's reorganization plan.

DBSD was aiming to implement its plan after the Federal
Communications Commission approved license transfer applications.
DBSD filed a notice with the bankruptcy court on Sept. 30 saying
that the FCC approved license transfers.

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

                      The Chapter 11 Plan

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

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

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

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

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

                      About DBSD North America

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

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


DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 76.64 cents-on-
the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.97
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 24, 2014.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 213 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

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

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


DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 89.50 cents-on-
the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.83
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 213 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Dex Media West

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

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


DREIER LLP: Founder's Ex-Wife Loses Bid for $7 Mil. in Support
--------------------------------------------------------------
The ex-wife of Marc S. Dreier will have to wait her turn to
collect $7.1 million in support payments she claims are owed to
her, a federal judge has ruled, Bankruptcy Law360 reports.

Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York on Tuesday refused to lift the
automatic litigation stay, Law360 says.

                          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, currently in prison, was
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.


EDUARDO ACEVES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eduardo Aceves
        6275 Otay Mesa Road
        San Diego, CA 92154

Bankruptcy Case No.: 10-17801

Chapter 11 Petition Date: October 5, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Bruno Flores, Esq.
                  LAW OFFICES OF BRUNO FLORES
                  701 Palomar Airport Road, Suite 300
                  Carlsbad, CA 92011
                  Tel: (760) 942-4344
                  E-mail: bruno@brunoflores.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 seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-17801.pdf


EDWARD PARK: Chapter 11 Case Dismissed at Bank's Behest
-------------------------------------------------------
WestLaw reports that the mere fact that a bankruptcy court, as a
prerequisite to continuation of the automatic stay to prevent a
creditor with a security interest in Chapter 11 debtor's realty
from foreclosing thereon, had ordered the debtor to pay all
proceeds resulting from the sale of its realty to the creditor was
not an "unusual circumstance," of a kind counseling against
dismissal or conversion of the debtor's Chapter 11 case based on
its failure to pay postpetition real estate taxes.  The bankruptcy
court order did not prevent the debtor from paying its taxes from
sources other than proceeds from the sale of its realty.  In re
Park, --- B.R. ----, 2010 WL 3785610 (Bankr. W.D. Va.) (Kruman,
J.).

Edward C. Park, III, of Union Hall, Va., sought Chapter 11
protection (Bankr. W.D. Va. Case No. 09-72046) on Aug. 11, 2009;
is represented by A. Carter Magee Jr., Esq., and Andrew S.
Goldstein, Esq., at Magee Foster Goldstein & Sayers, in Roanoke,
Va.; and estimated his assets and debts at $10 million to
$50 million at the time of the filing.

Mr. Park is the principal of Lakewatch LLC, which sought Chapter
11 protection (Bankr. W.D. Va. Case No. 09-72402) on Sept. 22,
2009.  Lakewatch owned various residential and commercial lots, as
well as undeveloped acreage, in developments at Smith Mountain
Lake known as LakeWatch Plantation and Waterside.  Lakewatch
executed various promissory notes with StellarOne Bank which were
secured by the Properties.  Lakewatch owes StellarOne about
$14 million.


ENERGY FUTURE: Expects $4BB Goodwill Impairment Charge for Q3
-------------------------------------------------------------
Energy Future Holdings Corp. and Energy Future Competitive
Holdings Company, a wholly owned subsidiary of EFH and the direct
parent of Texas Competitive Electric Holdings Company LLC, expect
that their third quarter 2010 results will include a non-cash
goodwill impairment charge of approximately $4 billion.

The charge is not deductible for income tax purposes.  This amount
is management's best estimate of goodwill impairment pending
finalization of the measurement of fair value of the underlying
assets and liabilities.

EFH and EFCH intend to reflect the final goodwill impairment
charge in their September 30, 2010 financial statements.  EFH
expects that the charge will consist entirely of impairment of
goodwill related to its Competitive Electric segment, and
remaining goodwill related to the segment and EFCH after the
charge will total approximately $6 billion.  The Competitive
Electric segment consists primarily of TCEH, EFH's indirect,
wholly owned subsidiary that serves as a holding company for
competitive businesses that are engaged in electricity generation,
wholesale energy market activities and retail energy electricity
sales in Texas.

The goodwill impairment charge reflects the estimated effect of
lower wholesale power prices on the value of TCEH, driven by the
sustained decline in forward natural gas prices, as indicated by
EFH's cash flow projections and declines in market values of
securities of comparable companies.

The non-cash impairment charge will not cause EFH or any of its
subsidiaries, including TCEH, to be in default under any of their
respective debt covenants or counterparty trading agreements, and
will not have any material impact on EFH's liquidity.

                           *     *     *


The Wall Street Journal's Naureen S. Malik reports that the
Company's disclosure is its second major write down.  It took a
$8.9 billion write down in late 2008 for similar reasons.

The Company is scheduled to release its third-quarter results on
October 29, according to the Journal.

                       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 in a $45 billion leveraged
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.


ENERGY FUTURE: Unit Closes Exchange Offer with Private Investor
---------------------------------------------------------------
Energy Future Holdings Corp. disclosed that its unit, Texas
Competitive Electric Holdings Company and TCEH Finance, Inc., a
direct, wholly owned subsidiary of TCEH, on October 6, 2010,
completed a private exchange transaction pursuant to an Exchange
Agreement among the Issuer, EFCH, the subsidiary guarantors, and
certain funds and accounts managed by an institutional investor --
Exchange Holder.

Pursuant to the Exchange Agreement, the Issuer issued $336 million
aggregate principal amount of its 15% Senior Secured Second Lien
Notes due 2021 in exchange for the surrender by the Exchange
Holder of approximately $478 million aggregate principal amount of
the Issuer's 10.25% Senior Notes due 2015 and 10.50%/11.25% Senior
Toggle Notes due 2016.  The Old Notes have been retired and
canceled.

On October 6, 2010, TCEH entered into an indenture among the
Issuer, the Guarantors and The Bank of New York Mellon Trust
Company, N.A., as trustee.  The New Notes will mature on April 1,
2021.  Interest on the New Notes is payable in cash quarterly in
arrears on January 1, April 1, July 1 and October 1 of each year
at a fixed rate of 15% per annum, and the first interest payment
is due on January 1, 2011.

On October 6, 2010, the Issuer and the Guarantors also entered
into a registration rights agreement with the Exchange Holder.
The Issuer and the Guarantors have agreed to use their
commercially reasonable efforts to register with the SEC notes
having substantially identical terms as the New Notes -- except
for provisions relating to the transfer restrictions and payment
of additional interest.

                           *     *     *

According to The Wall Street Journal's Naureen S. Malik, Chris
Chaice, analyst at Covenant Review, a New York-based debt research
firm, said, "It's a small amount of debt relative to the money
owed," but it could be an indication of bigger debt swaps to come.

According to the Journal, Energy Future's piecemeal approach to
refinancing is raising concerns among bond investors given the
company's debt-laden capital structure.

The Journal reports Texas Competitive Electric Holdings bonds fell
sharply Friday, an indication of lower confidence that the company
will remain solvent.  Its 10.25% notes due 2015 were off 3 points
to 63.25 cents on the dollar, pushing their yield -- which moves
inversely to price -- to 22.9%, according to online bond trading
platform MarketAxess.  Its 10.5% notes due 2016 fell 3.125 points
to 55.25 cents on the dollar.

The Journal relates KKR and TPG declined to comment on the filing.
According to the Journal, a spokeswoman for EFH said the company
continues to take advantage of market conditions to reduce and
push out its debt load.


EPICEPT CORPORATION: Gets Non-Compliance Notice from Nasdaq
-----------------------------------------------------------
EpiCept Corporation has received two letters from the Nasdaq
Listing Qualifications Department.  One letter states that EpiCept
is not in compliance with the continued listing requirements of
The Nasdaq Capital Market because the bid price of EpiCept's
common stock has closed below the minimum $1.00 per share
requirement for 30 consecutive business days (pursuant to Listing
Rule 5550(a)(2)).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), EpiCept has been
provided a period of 180 calendar days, or until April 4, 2011, to
regain compliance with the minimum bid price rule.  If at any time
before April 4, 2011, the bid price of EpiCept's common stock
closes at $1.00 per share or higher for a period determined by
Nasdaq (which shall be a minimum of 10 consecutive business days),
Nasdaq will provide written notification to EpiCept that it
complies with the Rule.

In the event that EpiCept does not regain compliance with the
minimum bid price rule by April 4, 2011, Nasdaq will determine
whether EpiCept meets the initial listing criteria, with the
exception of bid price, for The Nasdaq Capital Market and, if it
does, EpiCept will be granted an additional compliance period of
180 calendar days.

The second letter from Nasdaq states that EpiCept is not in
compliance with the continued listing requirements of The Nasdaq
Capital Market because the market value of EpiCept's listed
securities has fallen below $35 million for 30 consecutive
business days (pursuant to Listing Rule 5550(b)(2)).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), EpiCept has been
provided a period of 180 calendar days, or until April 4, 2011, to
regain compliance with the market value standard.  If at any time
before April 4, 2011, the market value of EpiCept's listed
securities closes at $35 million or more for a period determined
by Nasdaq (which shall be a minimum of 10 consecutive business
days), Nasdaq will provide written notification to EpiCept that it
complies with the Rule.

In the event that EpiCept does not regain compliance with the
market value standard by April 4, 2011, EpiCept will receive
written notice that its securities will be subject to delisting.

In the event that EpiCept is not eligible for the minimum bid
price additional compliance period, or if EpiCept does not regain
compliance with the market value standard by April 4, 2011,
EpiCept will have the right to appeal a determination to delist
EpiCept's securities.  EpiCept's securities would remain listed on
The Nasdaq Capital Market until the completion of the appeal
process.

The Company is focused on regaining compliance with Nasdaq's
requirements as soon as possible.

                   About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene(R), which has been granted full
marketing authorization by the European Commission for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. The Company
has two oncology drug candidates currently in clinical development
that were discovered using in-house technology and have been shown
to act as vascular disruption agents in a variety of solid tumors.
The Company's pain portfolio includes EpiCept(TM) NP-1, a
prescription topical analgesic cream in late-stage clinical
development designed to provide effective long-term relief of pain
associated with peripheral neuropathies.


EXTENDED STAY: Exits Chapter 11 with Centerbridge Group as Owners
-----------------------------------------------------------------
Extended Stay Inc. has successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

A spokesperson for the Sponsors said, "We are enthusiastic about
the opportunity to invest in Extended Stay Inc., which has
maintained market leadership throughout the challenges of the past
two years.  After reducing its debt burden by nearly $5 billion,
Extended Stay will have the flexibility to improve its customer
experience and offerings.  We all look forward to a successful
partnership with Gary DeLapp and the entire management team as
they lead the Company to future growth."

Gary DeLapp, president and CEO of HVM, L.L.C., the separately
owned company that manages the hotels throughout the U.S. and
Canada, said he was extremely gratified that all hotels remained
open and operating during the restructuring process.

"I am particularly grateful to our associates, suppliers and
travel partners for their support during this process, especially
in light of the difficult circumstances in which we and the entire
industry have been operating," Mr. DeLapp said, adding that HVM
would continue to manage the portfolio of 685 properties despite
the change in ownership.

Mr. DeLapp said, "I am excited that we can now focus all of our
efforts on serving our guests and giving them a comfortable,
convenient and affordable experience whether they stay for a
night, a week, a month or longer," adding that the Company's near-
term capital plan includes significant investment in major
property improvements and renovations.

With the close of the transaction, Doug Geoga becomes non-
executive chairman of the Board.  Mr. Geoga previously served as
president of Global Hyatt Corporation.  The board will also
include Will Kussell, former president and chief brand officer of
Dunkin' Donuts.

The law firm of Weil, Gotshal & Manges LLP served as lead
bankruptcy counsel for Extended Stay, and Lazard Ltd. served as
its financial advisor.  Fried, Frank, Harris, Shriver & Jacobson
LLP and Houlihan Lokey served as legal and financial advisors to
the Sponsors, respectively.  Simpson Thacher & Bartlett LLP
provided additional legal advice to Blackstone and Centerbridge,
and Gibson, Dunn & Crutcher and Kleinberg, Kaplan, Wolff & Cohen
provided additional legal advice to Paulson.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FELLOWS CREEK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fellows Creek Holdings, Inc.
          fka Fellows Creek Shell Inc.
        40400 Michigan Avenue
        Canton, MI 48188

Bankruptcy Case No.: 10-70818

Chapter 11 Petition Date: October 5, 2010

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

Judge: Thomas J. Tucker

Debtor's Counsel: Kurt Thornbladh, Esq.
                  THORNBLADH LEGAL GROUP, PLLC
                  7301 Schaefer
                  Dearborn, MI 48126
                  Tel: (313) 943-2678
                  E-mail: kthornbladh@yahoo.com

Scheduled Assets: $502,000

Scheduled Debts: $1,242,000

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

The petition was signed by Hassen M. Harp, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hassen M. Harp                        10-70245            09/30/10


FIRST AMERICAN: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned to First American Payment
Systems a first-time Corporate Family Rating of B1 and Probability
of Default Rating of B2.  Concurrently, Moody's assigned a B1
rating to FAPS' proposed $30 million senior secured revolving
credit facility and $225 million senior secured term loan B.  The
rating outlook is stable.

The ratings were assigned in connection with FAPS' proposed debt
issuance, which will be used to refinance the company's existing
debt and issue a shareholder dividend of $135 million.  The
assigned ratings are subject to review of final documentation and
no material change in the terms and conditions of the transaction
as advised to Moody's.

                        Ratings Rationale

FAPS' B1 CFR reflects the company's moderately high financial
leverage (partly arising from the planned dividend payment to
shareholders); small size and scale relative to larger and
financially stronger transaction processors in the highly
competitive merchant acquirer space; and the company's
concentration in the small and medium sized business market, which
can be more susceptible to higher attrition rates and chargeback
liabilities during an economic downturn compared to larger-scale
merchants.

Conversely, the B1 CFR is supported by FAPS' solid recurring
transaction-based revenue stream, which is supported by multi-year
contracts with its merchants, diversified sales channel, good cash
flow generation and liquidity, and diverse customer base with
minimal customer concentration by size or vertical industry.  The
rating also considers the generally favorable macro environment
for electronic payment processing industry as the secular shift
from cash/check payment to electronic payments continues.

The stable outlook is based on Moody's expectation that FAPS will
likely benefit from an improved economic environment and growth in
consumer spending.  Moody's expect the company to generate double
digit revenue growth and steady cash flow as its merchant base
expands and the ongoing shift to payment cards continues.

Pro forma for this transaction, FAPS' leverage as measured by its
adjusted debt to EBITDA will be about 4.6x based on pro forma
financial results for the trailing twelve months.  The rating
could be upgraded or downgraded if leverage were to move more than
one turn on a sustained basis.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B2

* $30 million Senior Secured Revolving Credit Facility -- B1 (LGD-
  3, 33%)

* $225 million Senior Secured Term Loan B -- B1 (LGD-3, 33%)

Based in Fort Worth, Texas, First American Payment Systems, with
about $211 million of net revenue for the twelve months ended
September 30, 2010, is a merchant acquirer, who provides of
credit, debit and other electronic payment processing services to
more than 120,000 merchants in the United States and Canada.


FOREST CITY: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Forest City Enterprises Inc. at 'B+'.  At the same time,
S&P affirmed its rating on the company's senior unsecured notes at
'B-'.  S&P's recovery rating on the notes is unchanged at '6',
indicating its expectations for a negligible (0% to 10%) recovery
for noteholders in the event of a payment default.  S&P also
affirmed its rating on the company's preferred stock at 'CCC+'.
The outlook remains negative.

"S&P's ratings on Forest City reflect a highly leveraged financial
risk profile with low Standard & Poor's-derived fixed-charged
coverage measures due to sizeable investments in non-revenue-
generating assets (including development pursuits) and a fully
encumbered operating portfolio," said Standard & Poor's credit
analyst Elizabeth Campbell.  "S&P considers the company's business
risk profile to be fair, reflecting its well-diversified (office,
retail, multifamily) operating portfolio, which has improved
occupancy and increased same-store net operating income (NOI)."
Despite Forest City's various capital-raising activities since
2009 and pared development pursuits, the company's liquidity is
less than adequate, in S&P's view, to meet its funding needs
because maturing mortgages may require equity infusions at
refinancing.  S&P also expects Forest City will remain challenged
to improve low Standard & Poor's-derived fixed-charge coverage
(1.1x) over the next 12 months without further reducing its debt.
Once completed, development projects will begin to contribute to
earnings, but S&P expects ultimate investment yields on Forest
City's development pipeline will likely be low due to less-robust
tenant demand than originally expected, lower rents, and higher
capital costs.

Cleveland-based Forest City has a large, diverse portfolio of real
estate properties ($11 billion, cost basis) that has produced
fairly stable operating results despite the recent property market
downturn.  The company derives the majority of its net operating
income (on a pro rata basis) from retail (39%), office (37%),
apartment (19%) and military housing (4%) properties.

The outlook remains negative.  Large investments in currently non-
income-producing development continue to weigh on debt coverage
measures, which are weak.  S&P will continue to monitor Forest
City's cash flow over the next few quarters, and S&P expects that
core portfolio same-store NOI will grow and that the company's
coverage covenant cushion will be on a path to improve modestly as
well.  S&P would lower the ratings if coverage covenant cushion
deteriorates from its current level (1.8x) and/or liquidity
becomes constrained.  While currently less likely, S&P would
consider raising the rating if Forest City improves its Standard &
Poor's-derived fixed-charge coverage measures comfortably above
1.3x, reduces leverage, and limits the size, scope, and risk
profile of future development.


FREESCALE SEMICON: Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 91.94 cents-on-the-dollar during the week ended Friday,
October 8, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.94 percentage points from the previous week, The
Journal relates.  The Company pays 425 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 16,
2016, and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
213 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on September 16,
2010, Fitch Ratings affirmed the 'CCC' issuer default rating for
Freescale Semiconductor Holdings I, Ltd.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications.  The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola.  Freescale nets about half of its
sales from the Asia/Pacific region.  The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.


GENERAL GROWTH: Wants to Expunge $30-Bil. in Duplicative Claims
---------------------------------------------------------------
General Growth Properties Inc. and its units submitted to the
Court their 61st to 65th omnibus claims objections, asking the
Court to:

  (A) disallow and expunge 493 claims totaling $30,457,210,307,
      that are duplicative of other claims filed by the same
      claimant, lists of which are available for free at:

       http://bankrupt.com/misc/ggp_61stOODuplicativeClaims.pdf
       http://bankrupt.com/misc/ggp_62ndOODuplicativeClaims.pdf
       http://bankrupt.com/misc/ggp_63rdOODuplicativeClaims.pdf
       http://bankrupt.com/misc/ggp_64thOODuplicativeClaims.pdf
       http://bankrupt.com/misc/ggp_65thOODuplicativeClaims.pdf

  (B) allow three claims in the reduced total amount of
      $650,723, lists of which are available for free at:

         http://bankrupt.com/misc/ggp_61stOODisputedClaim.pdf
         http://bankrupt.com/misc/ggp_65thOODisputedClaims.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: First City Denied Request for Documents
-------------------------------------------------------
First City Investors, Inc., sought the Court's permission to file
under seal its request to compel the Debtors to produce certain
documents pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedures.

First City believes that it may have claims against the Debtors,
and is still analyzing the relevant issues to take the appropriate
action to enforce its rights.  Jessica Deborah Mikhailevich, Esq.,
at Dorsey & Whitney LLP, in New York, relates that many of the
documents sought by First City's Motion are necessary and
essential to First City being able to gather sufficient
information to assess these rights by October 7, 2010, the
deadline to object to the Debtors' Third Amended Joint Plan of
Reorganization.  However, First City's Motion cites confidential
information, including the contents of certain negotiated
agreements, which contain a confidentiality position, and the
minutes of the board of directors where confidential information
was discussed, she explains.

According to an order, Bankruptcy Judge Allan Gropper denied First
City's request, determining that it has not evidenced grounds for
filing a Rule 2004 motion.  If First City has a position on
confirmation or any other issue, it may file an appropriate
pleading, giving rise to a contested matter,
Judge Gropper said.

                       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: U.S. Trustee Removes Luxor Capital from Panel
-------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Tracy Hope Davis,
Acting United States Trustee for Region 2, removed on
September 30, 2010, Luxor Capital Group, LP, as member of the
Official Committee of Unsecured Creditors in General Growth
Properties, Inc., and its debtor-affiliates' Chapter 11 cases.

As a result, the Committee has now seven members:

* Eurohypo AG, New York Branch
* The Bank of New York Mellon Trust Co.
* Wilmington Trust
* Taberna Capital Management, LLC
* Macy's Inc.
* M&T Bank
* HSBC Trust Company (Delaware), N.A.

                       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: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' corporate credit rating to General Motors Co.  The outlook
is stable.

The rating on GM reflects, among other factors:
S&P's expectation that GM's return to profitability in North
America can be sustained, even if EBIT margins do not improve
significantly; The contribution from GM's market shares in the
growth markets of Brazil (No. 3) and China (No. 1), where S&P
expects sales to remain vibrant although potentially volatile;
S&P's view that GM will continue to generate positive free
operating cash flow (before any large voluntary pension
contributions) in its global automotive operations; S&P's
assumption that a portion of GM's substantial cash balances will
be used to address its massive unfunded global pension liabilities
(underfunded in the U.S. by $17.1 billion as of the end of 2009);

The company's stand-alone credit profile, because S&P expects
there will be an absence of extraordinary intervention from the
majority shareholder, the U.S. Treasury; and

The rating is not dependent upon completion of an initial public
stock offering.

S&P views GM's business risk profile as weak and its financial
risk profile as significant.  Under S&P's criteria, the
combination of these profiles is consistent with a 'BB-' corporate
credit rating.  S&P views GM as a government-related entity under
its criteria because of its current 61% ownership by the U.S.
Treasury.  However, S&P views the link between GM and the U.S
Treasury as limited, because S&P believes the Treasury's ownership
position will decline over time.  S&P also views GM's importance
to the government, under its GRE criteria, as limited.
Accordingly, S&P's 'BB-' corporate credit rating on GM reflects
its opinion of the automaker's stand-alone credit profile, because
S&P believes the likelihood of government support is low, as
defined under its GRE criteria.  S&P believes the company and its
shareholders intend to complete an initial public offering and
that existing shareholders, rather than GM, will receive the
proceeds from a common stock offering.

"S&P assume the company's automotive operations in North America
will remain profitable if U.S. light-vehicle sales are at or above
current levels (that is, more than 11 million units on an
annualized basis), largely because of cost reductions that have
lowered its breakeven point of sales," said Standard & Poor's
credit analyst Robert Schulz.  "Despite weak recovery prospects in
Europe, S&P believes GM has good prospects for generating positive
cash flow from its global automotive operations for the rest of
2010 and all of 2011, as the key U.S. auto market gradually
recovers and demand in China and Brazil remains robust."

Still, S&P believes underlying business risks remain high, most
notably:

* Exposure to a potentially weak recovery in vehicle demand in key
  global markets, or even a reversal of the recovery, along with
  very competitive conditions in Europe;

* The company's still-high dependence on light trucks for
  profitability in North America, despite GM's recent focus on new
  car introductions; The need for customers' perceptions of its
  vehicles to improve;

* The outcome of GM's efforts to broaden its lineup of smaller,
  more fuel-efficient vehicles during the next few years; and

* Execution risk of returning its Opel unit in Europe to
  profitability.

S&P's business risk analysis also incorporates its view that GM's
financial results remain highly sensitive to future sales and
product mix trends, actions by competitors, and other factors such
as higher raw material costs or fuel prices that are beyond its
direct control.

The company reported a second-quarter EBIT pretax margin of 7.9%
in North America.  S&P believes significant improvements from this
level of profitability will be difficult in the near term, and
margin may decline as costs increase and production flattens or
declines on a sequential basis.  Still, S&P believes GM's global
automotive operations should generate at least mid-single-digit
EBIT margins, including in Europe, where the market remains weak
and GM's operations are unprofitable.  Second-quarter global EBIT
margins were 6.1%, and global automotive cash from operations was
$3.8 billion.  S&P expects GM to generate positive cash flow in
its global automotive operations in 2010 and 2011 (before any
voluntary pension contributions).

Standard & Poor's forecast U.S. light-vehicle sales of about
11.4 million units in 2010, 9.6% higher than 2009 levels.  S&P
currently expects sales to rise to 12.8 million units in 2011;
even with this improvement, sales would be below the levels of
2008, which S&P considered weak.

S&P's outlook for the major auto markets in Europe, GM's third-
largest market, is more negative.  S&P expects sales in Europe to
be 6% to 8% lower in 2010 than they were in 2009, in part because
of the shifting of sales to 2009 caused by various government
scrappage incentives that have now ended.  GM and other high-
volume automakers in Europe benefited from these incentive plans,
but S&P believes the boost to sales is over -- although several
automakers are replacing the government-sponsored incentives with
higher incentives of their own.  Accordingly, European production
levels could be lower in the second half of 2010 than in the first
half.  S&P believes GM's pretax losses in Europe will continue for
at least the rest of 2010.  S&P expects tough competition and the
complications related to the turnaround of its Opel unit to hurt
2011 results in the region.

S&P expects GM's international business segment (mainly Brazil and
joint ventures in China) to remain solidly profitable and cash
flow positive.  EBIT margin including equity income from joint
ventures was 7.8% in the second quarter.

S&P views GM's lower debt burden as a positive credit factor.
Still, the company does have some debt outstanding and significant
postretirement benefit obligations (largely pensions).  S&P views
the Series A preferred stock as debt-like, because S&P believes
the company could repurchase this stock before its 2014 maturity.
Most of the company's $8.2 billion in debt (as of June 30, 2010)
represents various lines of credit and borrowings outside the U.S.
and $2.9 billion (including accrued interest) due to the United
Auto Workers' VEBA retiree health care trust.  GM has stated it
may prepay this VEBA note from available cash.  S&P estimates that
adjusted debt to EBITDA will be about 4x or lower over the next
year if GM makes some discretionary pension contributions; S&P
assumes lower discount rates will cause an increase in
obligations.  The company has applied to borrow funds from the
U.S. Department of Energy to bolster capital investment in new
technologies and S&P would expect that GM would borrow under this
program if approval is granted.

Still, S&P believes the company's lower cost base and a slow
recovery in U.S. light-vehicle sales, taken together, have greatly
reduced the risk that GM's liquidity position would revert to
dangerously low levels in the next few years.  The company's
annual automotive debt maturities are $1 billion or less annually.
If the company completes an initial public offering, S&P expects
existing shareholders to receive the proceeds rather than GM.  The
company also has filed plans to sell mandatory convertible
nonredeemable Series B stock in conjunction with the offering.
S&P believes GM would receive cash proceeds from this Series B
offering.

Unlike most global automakers, GM no longer has a large captive
finance unit.  It relies on agreements with recently purchased
subprime lender General Motors Financial Co. Inc. (formerly
AmeriCredit Corp.), its former unit Ally Financial Inc., and other
banks.  As such, it does not own a traditional captive finance
operation.  S&P believes GM will seek to expand its captive
operations, but in S&P's view this process will require
substantial capital redirection and entails execution risk in its
view.  The results of GM's financial services partners will be
aided, in S&P's view, by an improved market for used vehicles --
which would lead to lower costs related to lease residuals -- and
by reduced credit losses as consumer credit quality stabilizes at
many financial institutions.  S&P believes residual values will
remain volatile and a risk to GM's future results.

The outlook is stable.  For the rating, S&P expects GM to generate
adjusted funds from operations to debt of about 20% and positive
free cash flow from operating activities (before any large
voluntary pension contributions made from existing cash balances).
S&P also assumes that GM will continue to be profitable at the
EBIT level in North America and on a consolidated basis.

S&P could raise the rating if, among other things, the gradual
improvement in light-vehicle demand continues in most global
markets and GM's prospects for generating free cash flow and
profits in its automotive manufacturing business continue to
solidify.  For example, S&P could consider raising GM's rating if
S&P believed its funds from operations to adjusted debt next year
would be at least 25%.  This would likely require a continued
gradual economic recovery.  Other positive rating considerations
would be if GM can sustain its pretax automotive profit margin in
North America in the upper-single-digit percentage area,
successfully diversify its product line-up with a profitable line
of fuel-efficient cars, and continue to cope successfully with the
evolving competitive structure of the global auto industry,
including reaching profitability in Europe.

"S&P could lower the rating if adverse economic or competitive
developments (for example, overproduction, excess inventory,
increased incentives, or unfavorable shifts in customer demand)
reduced the prospects for profitable and cash-positive results in
2010 or 2011, or if the company were to use a substantial amount
of cash in its automotive operations in any quarter," Mr. Schulz
added.


GRAHAM BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Graham Brothers Construction, Inc.
        P.O. Box 3099
        East Dublin, GA 31027

Bankruptcy Case No.: 10-30534

Chapter 11 Petition Date: October 5, 2010

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

Debtor's Counsel: Christopher W. Terry, Esq.
                  Ward Stone, Jr., Esq.
                  STONE & BAXTER, LLP
                  Fickling & Company Building
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.com
                          wstone@stoneandbaxter.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/gasb10-30534.pdf

The petition was signed by Claude Graham, CEO.


GTC BIOTHERAPEUTICS: Amends & Restates Framingham HQ Lease
----------------------------------------------------------
GTC Biotherapeutics Inc. has entered into an amended and
restated lease agreement with NDNE 9/90 Corporate Center LLC for
approximately 28,867 square feet of office and laboratory space
located at the Company's current headquarters location at 175
Crossing Boulevard, Framingham, Massachusetts.

The term of the Lease runs from October 1, 2010 until September
30, 2015.  The base rent under the Lease shall be as follows:
$587,034 per annum until a small equipment room is vacated
pursuant to the terms of the Lease; $572,778 per annum for the
remainder of the first year of the Lease; $593,942 for the second
year of the Lease; $615,106 for the third year of the Lease;
$636,270 for the fourth year of the Lease; and $657,435 for the
fifth year of the Lease.

The Company has an option to extend the Lease for two additional
periods of five years.

In addition to base rent, the Company will be responsible for
costs and charges specified in the Lease, including certain
operating expenses, real estate taxes and fees associated with an
adjacent park, and for maintaining specified levels of insurance.
The Landlord will provide to the Company an allowance for the
design and construction of improvements in certain portions of the
premises.  The Company deposited with the Landlord, as security
under the Lease, a letter of credit in the Landlord's favor.

Effective as of the commencement of the Lease, the Company entered
into a Services and Access Agreement with PP Manufacturing
Corporation, another tenant at the premises, to apportion payment
of certain utilities costs from 175 Crossing Boulevard between the
Company and PPM.  Under the Services Agreement, the Company will
be responsible for payment of 32% of the costs from certain
utilities shared by the Company and PPM for which there is only
one meter, and 32% of the costs related to the equipment systems
shared by the Company and PPM.  The Services Agreement terminates
upon the termination of the Lease Agreement.

                      About GTC Biotherapeutics

Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB)
-- http://www.gtc-bio.com/-- develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.  ATryn(R) is the first and only therapeutic product
produced in transgenic animals to be approved anywhere in the
world.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant alpha-
fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet at July 4, 2010, showed $30.39 million
in assets and total debts of $57,75 million, for a stockholder's
deficit of $27.36 million.  Accumulated deficit has now reached
$336.88 million.

According to the Troubled Company Reporter on July 22, 2010,
GTC Biotherapeutics, Inc. has negative working capital of
$13.1 million as of April 4, 2010.  The Company had negative
working capital of $16.1 million as of January 3, 2010.


GULF FLEET: Oct. 26 Sale Hearing Set for Gulf Ranger Vessel
-----------------------------------------------------------
Gulf Fleet Holdings, Inc., published a notice in The Houston
Chronicle saying that Gulf Ocean Marine Services, LLC, has filed a
motion to sell the Gulf Ranger, Official Number 686616, which is a
supply vessel of 90 gross tons and 61 net tons.  A copy of the
motion, and the notice of sale hearing that includes instructions
for objecting to the sale of the Vessel, can be obtained by
contacting the Clerk of Bankruptcy Court for the Western District
of Louisiana, 214 Jefferson Street, Suite 100, Lafayette,
Louisiana 70501-7050, http://www.lawb.uscourts.gov/and (337) 262-
6800. Additional assistance in obtaining copies of the motion and
the sale notice can be obtained by e-mailing a request to
mlopez@lawla.com at the law firm of Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard.  The deadline for objections to the sale of the
Vessel is October 19, 2010.  The hearing to approve the sale will
be held on October 26, 2010, at 10:00 a.m., Central Standard Time,
before the Bankruptcy Court for the Western District of Louisiana
in Lafayette, La.

                       About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Gulf Fleet estimated $100 million to
$500 million in assets and $50 million to $100 million in debts in
its Chapter 11 petition.  Benjamin W. Kadden, Esq., Christopher
T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard in New Orleans, La., represent
the Debtors.  A creditors' committee has been appointed, and
the Debtor is operating under the terms of cash collateral
agreements with lenders led by Comerica Bank and Brightpoint
Capital Partners Master Fund, L.P.


HERCULES OFFSHORE: Bank Debt Trades at 13% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore,
Inc., is a borrower traded in the secondary market at 86.75 cents-
on-the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.63
percentage points from the previous week, The Journal relates.
The Company pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 213 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


HILCORP ENERGY: Moody's Assigns 'B2' Rating on $300 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Hilcorp Energy
I, L.P. proposed $300 million senior unsecured notes due 2021.
Hilcorp will use the proceeds to finance the acquisition of oil
and natural gas properties in south Louisiana and Texas for a
purchase price of $245 million with the remaining proceeds
available for general corporate purposes.  The outlook is stable.

                        Ratings Rationale

"This acquisition is a continuation of Hilcorp's strategy to
acquire older properties with a base level of production and to
create value by exploiting their over-looked potential," according
to Stuart Miller, Moody's Vice President.  "The acquired
properties are located in areas where Hilcorp already has a
presence and considerable expertise."

Hilcorp's B1 Corporate Family Rating accommodates the fact that
the acquisition is being 100% debt financed, and as a result,
Hilcorp's leverage will increase.  However, Hilcorp's track record
of extracting value out of similar types of properties makes us
comfortable that the increase in leverage will be temporary.  As
remedial work is performed and development wells are drilled, the
increase in reserves and production rates should support the
higher debt load and reinforce the B1 CFR.  The B2 senior note
rating, one notch lower than its B1 Corporate Family Rating,
reflects the relative position of the senior notes in Hilcorp's
capital structure, behind the senior secured revolving credit
facility.

Hilcorp's operations are focused in the Gulf Coast in fields with
extensive production histories.  With over 5,100 wells in more
than 200 fields, Hilcorp's reserves are well diversified with
little concentration risk.  Hilcorp operates approximately 97% of
its net production providing the ability to manage the timing of
expenses and priorities for its capital budget.  The company has
identified an inventory of 900 major projects which represents a
three year inventory.  These relatively low risk projects will
enable Hilcorp to continue to report finding and development costs
at levels close to its current three year level of $12.30, a level
that maps to an "A" rating according to Moody's E&P Industry
Methodology Grid.

Pro forma for the proposed senior note offering and the
acquisition, Hilcorp's debt to proved developed reserves and debt
to average daily production are expected to increase to $11 per
BOE and $23,000 per BOE per day, respectively.  These leverage
metrics are comparable to peer companies with B1 Corporate Family
Ratings.  Hilcorp has consistently increased reserves and
production through its acquire and exploit strategy while managing
its leverage within a narrow band over a number of industry
cycles.  For these reasons, Moody's believe the increase in
leverage will be temporary and is manageable within its current
ratings.

From a liquidity standpoint, after giving effect to the issuance
of the senior notes, the company will have a little over
$300 million available under the borrowing base of its senior
secured revolving credit facility which matures in July 2012.  On
a pro forma basis, there is sufficient cushion to expect ongoing
compliance with the financial covenants.

Hilcorp's ratings would be negatively impacted by another
sizeable, debt financed acquisition prior to a reduction in its
leverage ratios.  Alternatively, under the existing distribution
policy employed by Hilcorp, a positive rating action is unlikely
unless there is a significant reduction in leverage.

Hilcorp is a private limited partnership based in Houston, Texas


HILCORP ENERGY: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Houston-based Hilcorp Energy I L.P. and assigned
a 'BB-' issue-level and '3' recovery ratings to Hilcorp's proposed
$300 million senior unsecured notes due 2021.  The '3' recovery
rating indicates S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.  The outlook is
stable.

In its analysis, S&P has factored in the potential for a higher
borrowing base on Hilcorp's secured credit revolving facility upon
redetermination.  To the extent the borrowing base were to
increase from the current borrowing base of $380 million to the
full facility amount of $450 million, the issue-level rating would
remain at 'BB-', but the recovery rating could be lowered from a
'3' to a '4', indicating S&P's expectation of average (30% to 50%)
recovery in the event of a payment default.

"The rating actions follow Hilcorp's recent announcement of a
$300 million offering of senior unsecured notes due 2021," said
Standard & Poor's credit analyst Patrick Lee.  The partnership
plans to use these funds to pay for an acquisition of certain
producing and nonproducing properties and for general corporate
purposes.  Under S&P's revised assumptions for assigning recovery
ratings to the debt of U.S. oil and gas exploration and production
companies, its recovery analysis incorporates Hilcorp's plans and
the results of a valuation of midyear 2010 reserves, including
those acquired via the acquisition, based on a partnership-
provided PV10 report using S&P's distressed-level price
assumptions of $45 per barrel of West Texas Intermediate crude oil
and $4 per million British thermal unit of Henry Hub natural gas.

The ratings on Hilcorp Energy I L.P. reflect the partnership's
participation in the highly volatile and capital-intensive E&P
industry and the geographic concentration of its reserve and
production base.  The ratings also incorporate the partnership's
operational strategy and success and its adequate liquidity.

S&P's outlook on Hilcorp is stable, reflecting its expectation
that Hilcorp will maintain steady operating performance in its
core regions without overleveraging the balance sheet.  Aggressive
capital spending or poor performance that elevates leverage beyond
3.25x for a sustained period may trigger a negative rating action.
S&P views a positive rating action unlikely over the near term due
to S&P's assessment of the partnership's business risk.


IMPLANT SCIENCES: DMRJ Group Extends Debt Maturity to March 31
--------------------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured investor, DMRJ Group LLC.  DMRJ
has agreed to extend the maturity of all Implant Sciences
indebtedness from September 30, 2010 to March 31, 2011.

DMRJ Managing Director, Daniel Small, commented, "We are very
pleased with the progress demonstrated by Implant Sciences in
the last year.  The Company has increased order visibility and
penetrated new markets, growing revenue opportunities
substantially.  Recent wins in India and China and progress in the
U.S. market signifies that the Company is having success in the
largest markets for explosives detection technology in the world.
The impact of recent hires and a strong product development plan
provide a sound foundation for the future success of the Company.
We are delighted to be a part of the growth formula for Implant
Sciences."

Implant Sciences CEO, Glenn Bolduc, added, "Our ability to extend
our credit line is a significant vote of confidence for the work
the management team has done and our plan for growing the Company.
Our backlog is strong, business in our existing markets remains
brisk, and we are seeing activity in a growing number of countries
worldwide as a result of our recent expansion of the sales team.
We believe Implant Sciences is now better positioned for success
than at any time in recent history."

                      About Implant Sciences

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

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

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


IRVINE SENSOR: Reaches New Deal With Longview Fund
--------------------------------------------------
Irvine Sensors Corporation entered into an agreement effective
September 29, 2010, with its senior lender, Longview Fund, L.P.,
pursuant to which Longview and the Company:

   i) amended certain provisions of that certain Secured
      Promissory Note issued July 19, 2007, by the Company
      pursuant to a Loan Agreement dated as of July 19, 2007, and

  ii) cancelled that certain Contingent Secured Promissory Note
      issued November 28, 2007, by the Company.

The Agreement was entered into in consideration of the mutual
covenants and other agreements contained therein and the payment
by the Company of $10,000 to Longview.

Pursuant to the Agreement, the Principal Amount and interest due
on the Secured Note will be due and payable on the earlier of:

   i) December 31, 2010 and

  ii) the date on which the Company has raised gross proceeds in
      the aggregate of $1,500,000 or more from one or more
      closings of equity and debt financings after the date of the
      Agreement, subject to acceleration as described in the
      Secured Note, Loan Agreement and other agreements made in
      connection therewith.

Under the Agreement, Longview also waived any and all rights it
may have had under the Contingent Note, and the Contingent Note
was deemed cancelled, null and void ab initio.

A full-text copy of the Longview Agreement is available for free
at http://ResearchArchives.com/t/s?6c42

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

The Company's balance sheet at June 27, 2010, showed $6.86 million
in total assets and $14.73 million in total liabilities, and a
stockholders' deficit of $7.86 million.

As reported by the Troubled Company Reporter on September 7, 2010,
Irvine Sensors received in August 2010 a Waiver and Consent from
its senior lender and Series A-2 preferred stockholder, Longview
Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt,
pursuant to which Longview and Alpha consented to, and waived any
breaches, defaults, events of default, cross-defaults or
acceleration events in their agreements and instruments with the
Company relating to, the potential delisting of the Company's
common stock from The Nasdaq Capital Market.

The TCR on September 14, 2010, reported that Irvine Sensors
received a determination notice from the Nasdaq Hearings Panel
stating that the Company's shares would be delisted from The
Nasdaq Stock Market.  Trading of the shares was suspended
effective at the open of trading on September 13.  The Panel had
previously required the Company to evidence a closing bid price of
$1.00 or more for a minimum of 10 consecutive trading days on or
before September 13, 2010, to maintain its Nasdaq listing, and the
Company did not achieve compliance with this requirement.


ISE CORPORATION: Committee Taps Pachulski Stang as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of ISE Corporation asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Pachulski
Stang Ziehl & Jones LLP as its counsel.

PSZJ will, among other things:

   a) assist, advise and represent the Committee in its
      consultation with the Debtor regarding the administration of
      this case;

   b) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigating the extent
      and validity of liens and participating in and reviewing any
      proposed asset sales, any asset dispositions, financing
      arrangements and cash collateral stipulations or
      proceedings; and

   c) assist, advise and represent the Committee in any manner
      relevant to reviewing and determining the Debtor's rights
      and obligations under leases and other executory contracts.

Jeffrey N. Pomerantz, Esq., a partner at PSZJ, tells the Court
that the hourly rates of the firm's personnel are:

     Mr. Pomerantz                           $775
     Shirley S. Cho, Esq.                    $625
     Patricia Jeffries, paralegal            $235

Mr. Pomerantz adds that the firm will use the services of other
professionals as it deems necessary.

Mr. Pomerantz further adds that PSZJ received no retainer and
there is no retainer agreement with the Committee.

To the best of the Committee's knowledge, PSZJ is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Jeffrey N. Pomerantz, Esq.
     Shirley S. Cho, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     150 California Street, 15th Floor
     San Francisco, CA 94111-4500
     Tel: 415/263-7000
     Fax: 415/263-7010
     E-mail: jpomerantz@pszjlaw.com
             scho@pszjlaw.com

                       About ISE Corporation

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.


JAY CHIANG: Canadian Case Recognized as Foreign Main Proceeding
---------------------------------------------------------------
WestLaw reports that the holder of a securities account allegedly
held on a debtor's behalf failed to rebut the presumption, under
Chapter 15, that the debtor's center of main interests was located
in Canada, as the country of the debtor's habitual residence.
Thus, the recognition of the debtor's Canadian bankruptcy
proceeding as a foreign main proceeding was warranted.  In so
holding, the California bankruptcy court determined both that a
debtor must have a CoMI and it must be in a specific country, and
that a debtor may not have more than one CoMI.  In re Chiang, ---
B.R. ----, 2010 WL 3463644 (Bankr. C.D. Cal.) (Bufford, J.).

Jay Tien Chiang is the debtor in a case commenced on Sept. 28,
1998, in Toronto, Canada, under the Canadian Bankruptcy and
Insolvency Act, and was one of the founders of California-based
Amazing Technologies Inc. in the 1980s.  Mendlowitz & Associates,
Inc., the trustee in the Canadian case, filed a Chapter 15
petition (Bankr. C.D. Calif. Case No. 10-15473) on ____ __, 2010,
seeking recognition of the Canadian case as the debtor's foreign
main proceeding.  Creditor Korea Data Systems (USA) Inc., Mr.
Chiang's main creditor, owed more than $10 million on account of a
personal guarantee for computer equipment delivered to Amazing
Technologies in the 1990s, supported recognition of the Canadian
proceeding as a foreign main proceeding, but Winner International
Group Limited (which the Trustee accuses of holding a $2.8-million
E-Trade account in Hong Kong for Mr. Chiang's benefit) opposed
recognition of the Canadian proceeding on the grounds of
insufficient evidence.  Winner argued that Mr. Chiang has no
center of main interest in Canada or in any other country, and
that he has no establishment ("place of operations where the
debtor carries out a non-transitory economic activity," according
to 11 U.S.C. Sec. 1502(2)) in Canada.  Thus, Winner argued, the
Canadian proceeding could not be recognized as either a main or a
nonmain proceeding under Chapter 15.  The Honorable Samuel L.
Bufford disagreed with Winner's analysis, holding that "for every
debtor, there is a country where the debtor's CoMI is located, and
every debtor has one (but not more than one) CoMI."


JH INVESTMENT: Dist. Ct. Rejects IRS's Priority Unsec. Claim
------------------------------------------------------------
The Hon. James S. Moody Jr. affirms two Bankruptcy Court orders
which determined that the Internal Revenue Service did not have a
priority unsecured claim in the bankruptcy case of J. H.
Investment Services, Inc.  The Court reaches this conclusion by
first deciding that the IRS does not have an unsecured claim of
any type.  With no unsecured claim, the IRS cannot claim priority
status.

The IRS filed claims for $46.7 million.

The case is United States of America, v. Steven Oscher, Chapter 11
Trustee, Case No. 10-cv-1394  (M.D. Fla.).  A copy of the District
Court's order is available at:

http://www.leagle.com/unsecure/page.htm?shortname=infdco20101007b86

J. H. Investment Services, Inc., was involved in the ownership of
commercial real properties, investment lending, and tax
preparation.  Daniel Prewett was the primary individual operating
JHIS.  In 2006, Mr. Prewett was arrested for money laundering and
drug trafficking.  He transferred properties from JHIS to himself
personally to pledge as bail.  After posting bail, Mr. Prewett
fled to Italy, but the government was able to extradite him to the
United States.  He was convicted by a jury in 2008 and is now in
federal prison.

In May 2007, creditors initiated a Chapter 11 bankruptcy
proceeding against JHIS and Mr. Prewett.  The Bankruptcy Court
appointed Steven S. Oscher as trustee.  On May 10, 2010, the
Bankruptcy Court entered its Order Confirming Liquidating Chapter
11 Plan Proposed by the Chapter 11 Trustee and Setting Post-
Confirmation Status Conference.


JOINT THEATER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Joint Theater Center LLC
          dba Prince Music Theater
        1412 Chestnut Street
        Philadelphia, PA 19102

Bankruptcy Case No.: 10-18693

Chapter 11 Petition Date: October 5, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Isaac F. Slepner, Esq.
                  LAW OFFICE OF ISAAC F. SLEPNER
                  1700 Market Street, Suite 3100
                  Philadelphia, PA 19103
                  Tel: (215)735-1996

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 Marjorie Samoff, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
American Music Theater Festival Inc.  --                        --


JOSEPH DANENZA: U.S. Court Recognizes Chapter 15 Proceeding
-----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida recognized Joseph Jerome Danenza's
Chapter 15 case as a foreign main proceeding.

The U.K. Proceeding, including but not limited to the U.K.
Bankruptcy order will be given full force and effect and be
binding on and enforceable in the United States against all
persons and entities.

Stephen John Hunt, as foreign representative signed a petition ofr
Chapter 15 protection for Joseph Jerome Danenza on August 12, 2010
(Bankr. S.D. Fla. Case No. 10-33736).  Gregory S. Grossman, Esq.,
serves as counsel to the foreign representative.  The Debtor is
estimated to have assets and debts at $10 million to $50 million
in the Chapter 15 petition.


LAND O'LAKES: S&P Gives Positive Outlook, Affirms 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Land O'Lakes Inc. to positive from stable.  Ratings on the
company, including the 'BB+' corporate credit rating, were
affirmed.  Land O'Lakes reported debt outstanding of $893 million
as of June 30, 2010.

"The outlook revision reflects S&P's opinion that, despite a
difficult operating environment, the company continues to maintain
operating margins near historical levels and credit measures
should remain stronger than the medians for the 'BB' rating
category," explained Standard & Poor's credit analyst Chris
Johnson.

Specifically, S&P believes adjusted debt to EBITDA will improve to
the 2x area by fiscal year end, compared with a ratio of 2.8x for
the 12 months ended June 30, 2010 (when leverage increases for
seasonally higher working capital needs) and that funds from
operations to total debt will continue to exceed 30% over the next
year.

S&P's ratings on Land O'Lakes reflect the importance of the
cooperative's feed and crop input distribution network to member
farmers, the strength of many of the cooperative's brands, its
diverse product line, and an experienced management team.  The
inherent cyclical nature and seasonality of many of the
cooperative's commodity-based agriculture businesses and its low
margins continue to be important risk factors in S&P's analysis.
Overall, S&P views Land O'Lakes business risk profile as fair.  In
addition, S&P expects that the company will maintain credit
protection measures that are stronger than the rating, positive
cash flow generation along with modest near-term debt maturities.
S&P expects that due to the cooperative's improved financial
profile, it can withstand the seasonality and volatility in its
agricultural-based operating segments.

Land O'Lakes is a national, farmer-owned dairy and agricultural
marketing and supply cooperative.  The dairy segment produces and
markets products under the strong Land O'Lakes and Alpine Lace
brands, as well as under regional brands.  Agricultural products
consist of seed, animal feed, and an extensive line of
agricultural supplies and services to farmers and local
cooperatives.  In addition, Land O'Lakes owns Purina Mills, which
is part of Land O'Lakes Purina Feed LLC.  This operation has the
leading market position in the fragmented, but consolidating, U.S.
animal feed industry, as well as a portfolio of national (Land
O'Lakes and Purina Mills brands), regional, and local brands.


LEVEL 3 COMMS: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 91.84 cents-on-the-dollar during the week ended Friday,
October 8, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.91 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 1,
2014, and carries Moody's B1 rating and Standard & Poor's B+
rating.  The loan is one of the biggest gainers and losers among
213 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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

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

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

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


LOCAL INSIGHT: Marilyn Neal Assumes COO Linda Martin's Duties
-------------------------------------------------------------
Local Insight Regatta Holdings Inc. said that Linda A. Martin, the
Company's Chief Operating Officer, will take an unpaid personal
leave of absence starting on November 1, 2010.  Ms. Martin's leave
of absence is expected to last three or four months.  During
Ms. Martin's absence, Marilyn B. Neal, Chairman of the Board of
the Company and Executive Chairman of Local Insight Media
Holdings, Inc., the Company's indirect parent, will temporarily
assume Ms. Martin's operational responsibilities.

                    About Local Insight Regatta

Headquartered in Englewood, Colorado, Local Insight Regatta
Holdings, Inc. is a leading provider of local search advertising
products and services, targeting small and medium-sized
businesses, with a range of lead-generating solutions that enable
consumers to find products and services they need.  The company's
integrated suite of local advertising solutions includes print
Yellow Pages as well as a range of digital advertising products
and services designed to establish, maintain and optimize an
advertiser's online presence.  For the 12 months ended June 30,
2010, the company reported revenues of approximately $554 million.
The company is an indirect, wholly-owned subsidiary of Local
Insight Media Holdings, Inc. whose primary owner is Welsh, Carson,
Anderson & Stowe.

                           *     *     *

According to the Troubled Company Reporter on Aug. 25, 2010,
Standard & Poor's Ratings Services lowered its ratings on
Englewood, Colo.-based Local Insight Regatta Holdings Inc. to
'CCC-' from 'CCC+'.  The rating outlook is negative.

Moody's Investors Service downgraded Local Insight Regatta
Holdings, Inc.'s Corporate Family Rating and its Probability of
Default Rating, each to Ca from Caa1, and associated instrument
ratings detailed below.  The multi-notch downgrades reflect
Moody's view that the company is likely to violate financial
covenants for the September 30, 2010 reporting period and will
need to restructure its balance sheet in the near term.  Moody's
estimate recovery prospects to be average for a Ca rating with
subordinated debt taking most of the loss.  As announced on
September 8, 2010, management engaged a financial advisor to
evaluate the capital structure of its parent holding company,
Local Insight Media Holdings, Inc.  These downgrades complete
Moody's review initiated on September 9, 2010.


LOGAN JOHNSTON: High Court Won't Review Sec. 362(k)(1) Fees
-----------------------------------------------------------
WestLaw reports that the United States Supreme Court has declined
to grant certiorari in a case in which the Ninth Circuit held that
a Chapter 11 debtor's actual damages from an attorney's violation
of the automatic stay that arose upon the debtor's filing of his
bankruptcy petition entitled the debtor to recover attorneys fees
only for the work associated with enforcing the automatic stay and
remedying the stay violation.  The debtor was not, however,
entitled to recover fees incurred in prosecuting the adversary
proceeding in which he pursued his claim for those damages.  The
context and goals of the automatic stay, as well as the plain
meaning of "actual damages," supported a narrow understanding of
the term, the Court of Appeals explained.  Once the stay violation
ended, any fees the debtor incurred after that point in pursuit of
a damage award would not be to compensate for "actual damages."  A
conditional cross-petition for a writ of certiorari filed in the
matter criticized the decision below for breaking with the
overwhelming consensus of courts and commentators, departing from
the Ninth Circuit's own prior precedent, and creating an
acknowledged split with the Fifth Circuit.  Johnston v. Melvin
Sternberg, Sternberg & Singer, Ltd., --- S.Ct. ----, 2010 WL
2398324, 78 USLW 3764, 79 USLW 3018 (U.S.).  The case below is
Sternberg v. Johnston, 595 F.3d 937 (9th Cir. 2010).  The
Bankruptcy Court decision underlying this appellate proceeding is
In re Johnston, 308 B.R. 469 (Bankr. D. Ariz. 2003) (Curley, J.),
and the District Court's ruling is Johnston v. Parker, 321 B.R.
262 (D. Ariz. 2005).

Logan T. Johnston, III, sought Chapter 11 protection (Bankr. D.
Ariz. Case No. 01-06221) on May 14, 2001.


MARK LEMAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Mark D. LeMay
               Julie L. LeMay
                 aka Julie L. Young-LeMay
               4530 - 21st Avenue
               Saint Petersburg, FL 33713

Bankruptcy Case No.: 10-24130

Chapter 11 Petition Date: October 5, 2010

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

Judge: Caryl E. Delano

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,003,486

Scheduled Debts: $1,227,357

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24130.pdf


MAYSVILLE INC: Files Schedules of Assets & Liabilities
------------------------------------------------------
Maysville, Inc., has filed with the U.S. Bankruptcy Court for the
Southern District of Florida amended schedules of assets and
liabilities, disclosing:

  Name of Schedule                         Assets      Liabilities
  ----------------                         ------      -----------
A. Real Property                      $12,232,895
B. Personal Property                     $617,672
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $19,770,523
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $454,841
                                      -----------      -----------
      TOTAL                           $12,850,567     $20,225,365

Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244).  Stan Riskin, Esq., in Plantation, Florida, assists the
Company in its restructuring effort.


MAYSVILLE INC: Can Continue Using Cash Collateral Until Oct. 31
---------------------------------------------------------------
Maysville, Inc., obtained interim authorization from the Hon.
Laurel Myerson Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida to use cash collateral of MUNB Loan
Holdings, LLC, until October 31, 2010, at 11:59 p.m.

The Debtor was indebted and liable to Mellon under the Development
Loan Documents in the aggregate amount of $23,207,131, including
accrued and unpaid interest thereon, and fees and expenses.  The
loan is secured by liens on and security interests in the
collateral, subordinate only to the carve-out for certain
expenses.

As reported in the Troubled Company Reporter on July 26, the Court
previously entered an interim order allowing the Debtor to use
cash collateral to fund its day-to-day operations and the
administration of the Chapter 11 case.

The Debtor is now authorized to use the cash collateral for these
expenses that become due and payable during September and October
2010:

     Alarm Monitoring Fees                       $83.33
     Insurance-Flood                          $1,466.67
     Insurance-Liability, Wind, Prop.         $6,245.84
     License/Inspection Fees                    $415.84
     Cleaning Fees/Supplies                   $1,166.67
     Elevator Service                           $750.00
     Landscaping Fees                           $500.00
     Pest Control                               $250.00
     Pool Service                               $645.83
     Electric Services                        $2,000.00
     Gas Service                              $1,456.67
     Telephone/Internet/Cell Service            $585.00
     Water/Sewer Service                      $4,250.00
     Trash Removal Fees                       $1,583.33
     Hardware Supplies                        $2,496.00

The Debtor isn't allowed to use cash collateral to make any other
payments.

Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244).  Stan Riskin, Esq., who has an office in Plantation,
Florida, assists the Company in its restructuring effort.  The
Company disclosed $24,690,000 in assets and $20,225,364 in
liabilities as of the Petition Date.


MAYSVILLE INC: Taps Pardo & Gainsburg as Special Trial Attorney
---------------------------------------------------------------
Maysville, Inc., asks for authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Pardo &
Gainsburg, LLP, as special trial attorney.

Pardo & Gainsburg will pursue the recovery of damages as a result
of the actions of the defendants relating to the construction of a
condominium project for the Debtor.

These contingency fees will be paid to Pardo & Gainsburg:

     a. 40% of any gross recovery thereafter through trial, or

     b. 50% of any gross recovery beginning on the first day of
        the initial trial, though any and all appeals.

The contingency portion of the fee is contingent upon Pardo &
Gainsburg's success.  Gross recovery means the total amount of any
monies, properties, compensation, or benefit of any kind
whatsoever realized, including recovery for compensatory damages,
punitive damages, interest, or attorneys' fees.

Pardo & Gainsburg is given a lien on the claim or cause of action,
on any sum recovered by way of settlement, and on any judgment
that may be re covered.  The firm will have general, possessory,
or retaining liens, and special or charging liens known to the
common law.  Computation of the lien will be made after deducting
from the amount of recovery and returning to the firm any costs or
other expenses advanced by the firm.

Jeffrey J. Pardo, Esq., at Pardo & Gainsburg, assures the Court
that the firm is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244).  Stan Riskin, Esq., who has an office in Plantation,
Florida, assists the Company in its restructuring effort.  The
Company disclosed $24,690,000 in assets and $20,225,364 in
liabilities as of the Petition Date.


MAYSVILLE INC: US Trustee Won't Form Creditors Committee
--------------------------------------------------------
Donald F. Walton, The U.S. Trustee for Region 21, will not appoint
an official committee of unsecured creditors in Maysville, Inc.'s
Chapter 11 cases.

Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244).  Stan Riskin, Esq., who has an office in Plantation,
Florida, assists the Company in its restructuring effort.  The
Company disclosed $24,690,000 in assets and $20,225,364 in
liabilities as of the Petition Date.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 55% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer Inc. is a borrower traded in the secondary market at 44.75
cents-on-the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.84
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility, which matures on April 8, 2012.  The debt is not rated
by Moody's and Standard & Poor's.  The loan is one of the biggest
gainers and losers among 213 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on October 8, 2010,
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.

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.

                     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.


MICHAELS STORES: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 97.26 cents-
on-the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.81
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 31, 2013, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 213 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported by the Troubled Company Reporter on October 8, 2010,
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.

Michaels Stores Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1 million for the quarter ended July 31,
2010, compared to net income of $2 million for the quarter ended
August 1, 2009.  The Company had net sales of $831 million for the
quarter ended July 31, 2010, compared with $807 million during the
comparable period in 2009.

The Company's balance sheet at July 31, 2010, showed $1.58 billion
in total assets, $4.34 billion in total liabilities, and a
stockholders' deficit of $2.75 billion.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MORGAN CENTER: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Morgan Center, LLC
        5825 Glenridge Drive
        Building 2 Street 211
        Atlanta, GA 30328

Bankruptcy Case No.: 10-42145

Chapter 11 Petition Date: October 5, 2010

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

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.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/gasb10-42145.pdf

The petition was signed by James Sidney Johnson of Commonwealth
Southeast, LLC, managing member.


MORGANS HOTEL: Extends Loans on Hudson & Mondrian to October 2011
-----------------------------------------------------------------
Morgans Hotel Group Co. said it has successfully amended and
extended the non-recourse first mortgage loans secured by Hudson
and Mondrian in Los Angeles until October 2011.

Following the transaction, the amounts outstanding on the first
mortgage loans are now $201.2 million secured by Hudson and
$103.5 million secured by Mondrian in Los Angeles.  MHG paid down
the loan on Hudson with $8.0 million from cash on hand and
$8.0 million from cash in a restricted account designated for
Hudson and paid down the loan on Mondrian in LA with $8.5 million
from cash on hand and $8.5 million from a restricted account
designated for Mondrian in LA.  MHG will have significantly less
interest expense for the remaining term of the debt as its
interest rate swaps on the mortgage and mezzanine loans, which
expired in July 2010, had swapped LIBOR to approximately 5.0%,
whereas LIBOR today is less than 50 basis points.  MHG has
replaced the swaps with interest rate caps.  The interest rate
spreads were increased slightly to LIBOR plus 1.03% on the Hudson
loan and LIBOR plus 1.64% on the Mondrian in Los Angeles loan.

"These extensions cap a long list of successful transactions that
we have completed to extend and refinance debt and add liquidity
and flexibility to our capital structure.  We appreciate the vote
of confidence from yet another of our lenders.  With the
completion of these extensions, we have now extended or refinanced
all significant near-term consolidated maturities and we are
taking advantage of strong operating trends to drive growth across
our Company," said Marc Gordon, President of Morgans Hotel Group.


MPG OFFICE: Plaza in Talks With Lender to Further Extend Loan
-------------------------------------------------------------
MPG Office Trust Inc. said the mortgage loan secured by Plaza
Las Fuentes office and hotel properties was scheduled to mature
on September 29, 2010.  The special purpose property-owning
subsidiary that owns the Plaza Las Fuentes properties has
executed a 30-day extension of the term and is in the process of
negotiating with the lenders on a further extension of the loan.

                      About MPG Office Trust

MPG Office Trust Inc. is a self-administered and self-managed real
estate investment trust.  It is the largest owner and operator of
Class A office properties in the Los Angeles Central Business
District and are primarily focused on owning and operating high-
quality office properties in the high-barrier-to-entry Southern
California market.

The Company's balance sheet at June 30, 2010, showed $3.37 billion
in total assets, $4.26 billion in total liabilities, and
a $778.95 million stockholders' deficit.

MPG Office reported a net loss available to common stockholders of
$53.5 million for the quarter ended June 30, 2010, compared to a
net loss available to common stockholders of $380.5 million for
the quarter ended June 30, 2009.


MTC LAND: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MTC Land Development, LLC
        8164 W. Buckeye Road
        Phoenix, AZ 85043

Bankruptcy Case No.: 10-32092

Chapter 11 Petition Date: October 5, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Beth J. Shapiro, Esq.
                  Dean M. Dinner, Esq.
                  NUSSBAUM & GILLIS PC
                  14500 N. Northsight Boulevard, Suite 116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: bshapiro@nussbaumgillis.com
                          ddinner@nussbaumgillis.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/azb10-32092.pdf

The petition was signed by Dale M. Finck, managing member.


NEW DRAGON: Fails to Satisfy NYSE Listing Standards
---------------------------------------------------
New Dragon Asia Corporation received a letter from NYSE Amex LLC
("AMEX") indicating that it failed to satisfy certain of AMEX's
continued listing standards.  Specifically, Section 1003(f)(v) of
the NYSE Amex Company Guide provides that AMEX may delist a
security when it sells for a substantial period of time at a low
price per share, if the issuer shall fail to effect a reverse
split of such shares within a reasonable time after being notified
that AMEX deems such action to be appropriate under all the
circumstances.


ORLEANS HOMEBUILDERS: Objects to Adviser's $600,000 Fee Request
---------------------------------------------------------------
Bankruptcy Law360 reports that Orleans Homebuilders Inc. has filed
an objection to a $600,000 fee request from its financial adviser
as it undergoes a Chapter 11 restructuring that will see the
company slash its debt by more than $200 million.

According to Law360, the homebuilder alleged that the success fee
requested by Lieutenant Island Partners LLC only kicks in when
there has been a sale of a substantial portion of its assets.

                    About Orleans Homebuilders

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

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


OSI RESTAURANT: Bank Debt Trades at 7% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
92.96 cents-on-the-dollar during the week ended Friday, October 8,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.41 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 213 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at June 30, 2010, showed $2.34 billion
in total assets, $2.450 billion in total liabilities, and a
deficit of $106.2 million.


PALMAS COUNTRY: Plan to be Funded by Parent and Secured Creditor
----------------------------------------------------------------
Palmas Country Club, Inc., submitted to the U.S. Bankruptcy Court
for the District of Puerto Rico a proposed Plan of Reorganization
and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Debtor intends to make
payments to its creditors through the Plan primarily
consisting of:

   1. Payment of all administrative expenses on the later of the
      Effective Date or as soon as feasible.

   2. Payment of 100% of Centro de Recaudacion de Ingresos
      Municipales' allowed priority tax claims consisting of
      personal property taxes in the amount of $98,000 to be paid
      from the $198,000 funded by the Debtor's parent company.

   3. Secured Creditors, with the exception of amounts owed
      pursuant to the Tourism Development Fund Loan Agreement,
      will be deemed to have been paid in full out of the proceeds
      of the sale.

   4. Payment of the secured TDF Loan Agreement through the
      surrender of any remaining cash collateral that is not
      transferred to TDF at the closing of the sale in one lump
      sum payment to be made on or before 30 days after the
      Effective Date.  Any resulting deficiency claim will be
      deemed an unsecured claim in Class 6. TDF has voluntarily
      elected to forgo any dividend for the TDF Deficiency Claim.

   5. Payment of approximately 6% of the claim from the holders of
      the executory contract for the lease of 150 golf carts and
      other ancillary vehicles in one lump sum payment to be made
      on or before 30 days after the Effective Date if the Plan is
      funded with the Parent Company Contribution.  If the Plan is
      funded with TDF Contingent Contribution, then this class
      will receive approximately __ % of their claims.

   6. Payment of approximately 6% of allowed unsecured claims,
      except for the TDF Deficiency Claim, in one lump sum payment
      to be made on or before 30 days after the Effective Date if
      the Plan is funded with the Parent Company Contribution.  If
      the Plan is funded with TDF Contingent Contribution, then
      this class will receive approximately __% of their claims.

   7. Payment of approximately 6% of allowed unliquidated and
      contingent claims in one lump sum payment to be made on or
      before 30 days after the Effective Date if the Plan is
      funded with the Parent Company Contribution. If the Plan is
      funded with TDF Contingent Contribution, then this class
      will receive approximately __% of their claims.

   8. Non-Debtor affiliate claims will be discharged and the
      holders of the claims will be entitled to no distribution
      under the Plan.

   9. All equity interests in Debtor will be cancelled and equity
      holders will receive no distribution.

The Plan will be funded by $198,000 from Palmas del Mar
Properties, Inc., the Debtor's parent company if the releases
herein requested are granted.  Of this amount, $98,000 will be
used to pay CRIM for personal property taxes and $100,000 for
distribution to general unsecured creditors and holders of
unliquidated and contingent claims.  If the releases are not
granted, then the Plan will be funded by a $150,000 contribution
from TDF.

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

                  About Palmas Country Club, Inc.

Humacao, Puerto Rico-based Palmas Country Club, Inc., owns certain
real estate facilities located in Palmas del Mar, Humacao, Puerto
Rico, consisting of an 18 hole championship golf course known as
the Flamboyan Course, an 18 hole golf course known as Palm Course,
a 22,200 square feet golf clubhouse, a 5,600 square feet beach
club house, a tennis club, and other related facilities.

Palmas filed for Chapter 11 bankruptcy protection on August 4,
2010 (Bankr. D. P.R. Case No. 10-07072).  Alexis Fuentes-
Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its
restructuring effort.  The Debtor disclosed $23,973,011 in assets
and $58,546,398 in liabilities as of the Petition Date.


PHILADELPHIA NEWSPAPERS: Osberg-Led Firm Emerges from Chapter 11
----------------------------------------------------------------
The Philadelphia Media Network completed its acquisition of the
Philadelphia Inquirer, Daily News and Philly.com, enabling the
newspapers and web site to formally emerge from federal
bankruptcy.

The sale brings a successful close to the arduous 20-month long
bankruptcy proceeding, overseen by U.S. Bankruptcy Judge Stephen
Raslavich, which began when former owners Philadelphia Newspapers
LLC filed for Chapter 11 reorganization in February 2009 after
defaulting on its debt of more than $400 million.

"We are pleased to finally begin operating the newspapers and
Philly.com, and we believe that the company has tremendous
potential as we build out our brands in the great city of
Philadelphia, the fourth largest media market in the nation," said
Publisher and CEO Gregory Osberg.  "We are committed to the long-
term growth of the newspapers and the web site, and can't wait to
get started.

"We have some of the finest journalists in the world working in
Philadelphia, and we will dedicate ourselves to creating
compelling content across a variety of platforms that will make it
easy, informative and fun for our customers to get relevant
regional news and information for their business and personal
lives."

Osberg, who grew up in the Philadelphia area and graduated from
Conestoga High School in 1975, takes over as Publisher and CEO
after a 30-year news career as President and Worldwide Publisher
of Newsweek and Newsweek.com, as well as various leadership
positions at CNET and U.S. News and World Report.  He has been a
pioneer at integrating various platforms of content and business
operations.

Joining Osberg at the helm is Philadelphia native Robert J. Hall,
the highly-respected former publisher of the Inquirer and Daily
News, who will serve as Chief Operating Officer.  Over the last
five months, Hall played a lead role in successfully negotiating
new labor contracts with all 15 of the unions that represent the
bulk of the company's 2,200 employees.  Those agreements paved the
way for the successful completion of the sale.

Hall commended the company's unions for working cooperatively with
management to reach agreements that will provide a foundation for
future growth.

"These were difficult negotiations that required sacrifice and
tough decisions on all sides, but at the same time they include
provisions that preserve jobs and benefits as we work to rebuild
the newspapers and the web site," Hall said.
"On behalf of our company and the six million people we serve in
the Greater Philadelphia region, I want to thank our unions and
all of our employees for working with us to implement a new
structure that will help restore financial stability to our
company," Osberg said.

Looking to the future, Osberg said that two of his primary
objectives are to accelerate content and platform integration,
while also deepening the newspapers' commitment to investigative
journalism.  To achieve the latter goal, Osberg announced that
Inquirer Editor William K. Marimow will return to the newsroom as
a principal investigative reporter.  Marimow, a Pulitzer Prize-
winning journalist, will now devote all of his energies to
expanding the newspaper's widely-acclaimed investigative coverage.
In his place, Assistant Managing Editor Stan Wischnowski will
serve as Acting Editor of the Inquirer.  Wischnowski, 48, is a 26-
year veteran of the news business, having worked for more than a
decade at Gannett News Corp. prior to arriving at the Inquirer in
2000.

"We look forward to turning our complete attention to our award-
winning journalism," Wischnowski said.  "I sense that there's a
pent-up desire in these newsrooms to turn this place into a fully
integrated, digital powerhouse, and we are now in a position to
make it happen."

Said Osberg: "I'm looking forward to working with Stan and Bill in
their new roles, and with everyone throughout the organization as
we begin to build the most successful regional media company in
the country."

                About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


PINE MOUNTAIN: US Trustee Won't Appoint Creditors Committee
-----------------------------------------------------------
Richard Clippard, the United States Trustee for Region 8, will not
appoint an official committee of unsecured creditors in Pine
Mountain Properties, LLC's Chapter 11 cases.  The U.S. Trustee
says that there are an insufficient number of unsecured creditors
interested in forming a committee.

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, a limited liability corporation, was formed
to develop residential golf course community in Cambell County on
approximately 4,800 acres.  At present, the golf course is
approximately 90% complete.

The Company filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898).  Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Debtor in its restructuring effort.  In its petition, the
Debtor estimated its assets and debts at $10,000,001 to
$50,000,000.


QOC I: Wells Fargo Says Ch. 11 Filing an Excuse to Delay Payment
----------------------------------------------------------------
Bankruptcy Law360 reports that Wells Fargo Bank NA has said QOC I
LLC's bankruptcy proceedings are merely a "bad faith" attempt to
delay paying back nearly $138.4 million in debt owed to the bank
and should be dismissed.  In a motion filed Wednesday in the U.S.
Bankruptcy Court for the Southern District of Florida, Wells Fargo
said that QOC is simply a special purpose vehicle, Law360 says.

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).  Genovese Joblove &
Battista, P.A., serves as bankruptcy counsel.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., is bankruptcy co-counsel.


The Debtor estimated assets and debts at $100 million to $500
million as of the Petition Date.


RADIENT PHARMA: Asks Noteholders to Extend Maturity to Nov. 15
--------------------------------------------------------------
Radient Pharmaceuticals Corporation said that, in September 2008,
it held a closing pursuant to which it issued convertible
promissory notes; the note holders were also entitled to receive
warrants to purchase shares of its common stock upon conversion of
the Notes.

The Company said, "As of the date of this Report, $217,268
principal of notes are outstanding.  Although the Notes matured on
September 15, 2010, the cure period pursuant to the Notes required
us to pay by September 29, 2010 to avoid a default.  We did not
pay by such time, and failure to do so constitutes a default under
the Notes, pursuant to which the note holders can declare the full
amount of the Notes immediately due and payable.  Based on our
current need for additional financing, our management believes
it is prudent to reserve as much cash as possible for our
operations."

"Therefore, we submitted a letter agreement to the note holders
to waive the default and extend the maturity date to November 15,
2010.  In exchange for waiving the default and extending the
maturity date to November 15, 2010, we shall increase the
principal balance of the Note outstanding on September 14, 2010,
by 25% and increase the interest rate of the Notes from 10% per
annum to 18%, which rate shall apply to the interest due from
September 15, 2010, until the Note is converted.

Additionally, note holders shall remain entitled to the Bonus
Interest provided for in the original Notes, which we shall
calculate as a one time fee applied to the principal balance of
the Notes outstanding on September 14, 2010.  The amount of the
25% Increase and Bonus Interest shall be combined and such total
shall be directly applied to the principal amount of the Notes
outstanding on September 14, 2010.  Finally, we shall adjust the
conversion price of the Notes to equal 80% of the VWAP for the 5
trading days immediately preceding the date we receive the NYSE
Amex Listing Approval, provided however, that in no event shall
the Conversion Price be less than $0.28 per share.

"Since we are a NYSE Amex listed company, we are required to
obtain stockholder approval in connection with any transaction,
other than a public offering, that involves the issuance of common
stock, warrants to purchase shares of common stock or other
securities convertible or exercisable into shares of common stock,
at a price below the greater of our book value or market value at
the time of issuance, that equals an aggregate of more than 19.99%
of our then-outstanding common stock.

"Notwithstanding shareholder approval, we are also required to
submit an additional listing application with the NYSE Amex to
obtain their approval to issue and list any of the shares of
common stock contemplated hereby before we can list, or issue, any
such shares on the NYSE Amex.  Based on the potential conversion
price and number of shares potentially issuable pursuant thereto,
we agreed to seek shareholder and NYSE Amex approval of the shares
underlying  the Notes on or before November 15, 2010.  If we do
not obtain these approvals on or before November 15, 2010, the
Notes shall once again be susceptible to default," said the
Company.

A full-text copy of the Letter of Agreement is available for free
at http://ResearchArchives.com/t/s?6c43

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.


RCLC INC: Amends Trenton Purchase Agreement to Hike Purchase Price
------------------------------------------------------------------
RCLC Inc. fk/a Ronson Corporation entered into an Amended and
Restated Asset Purchase Agreement with Ronson Aviation, Inc., the
Company's wholly-owned subsidiary, and Trenton Aviation, LLC, a
wholly-owned subsidiary of Ross Aviation, LLC, for the sale of
substantially all of the assets of the Company's aviation
business.

The Amended Asset Purchase Agreement modified the Asset Purchase
Agreement previously entered into among the parties to reflect
that Trenton Aviation was the successful bidder at the auction
held by the bankruptcy court on September 27, 2010 and to reflect
the increase in the cash portion of the purchase price from
$9.4 million to $10.7 million.  The Amended Asset Purchase
Agreement provides for a purchase price of $10.7 million in cash,
$0.25 million of which would be held in escrow for a period of
three years following the Company's compliance with the Industrial
Site Recovery Act and the closure of an underground storage tank
case in accordance with the requirements of the Amended Asset
Purchase Agreement, and $0.25 million of which would be held in a
remediation trust fund in accordance with ISRA pending the
Company's compliance with ISRA.

In addition, Trenton Aviation will assume, in the aggregate, up to
$310,000 in Cure Amounts under assumed Ronson Aviation contracts
and ordinary course trade payables, as well as honor up to $82,000
in unused vacation, time-off or sick leave of Ronson Aviation
employees hired by Trenton Aviation.  Consummation of the
transaction is subject to, among other things, approval by Mercer
County, New Jersey of the assignment of its lease agreement with
the Company for property located at Trenton Mercer Airport to
Trenton Aviation, as well as other customary closing conditions.

On September 30, 2010, the sale was also approved by the
Bankruptcy Court.  The closing on the transaction is expected on
or about October 15, 2010.

A full-text copy of Amended And Restated Assets Purchase Agreement
is available for free at http://ResearchArchives.com/t/s?6c40

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to
$50 million and its debts at $1 million to $10 million.
Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.  The cases, along with RCLC, Inc.'s, are jointly
administered, with RCLC, Inc., as the lead case.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.


RELIABLE ONSHORE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Reliable Onshore Services Co., LLC
        P.O. Box 1367
        Houma, LA 70361

Bankruptcy Case No.: 10-13693

Chapter 11 Petition Date: October 5, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Robert L. Marrero, Esq.
                  ROBERT MARRERO, LLC
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, LA 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026
                  E-mail: marrero1035@bellsouth.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb10-13693.pdf

The petition was signed by Allen R. Woodard, president/manager.


RVI GUARANTY: Fitch Upgrades Insurer Strength Ratings From 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded the Insurer Financial Strength ratings
of R.V.I. Guaranty Co., Ltd., and its insurance subsidiaries,
R.V.I. America Insurance Company and R.V.I. National Insurance
Company to 'BBB-' from 'BB'.  The Rating Outlook is Stable.

Fitch's rating rationale for the upgrade of RVI's ratings to
investment grade is based on a substantial reduction in the
company's risk profile, mainly due to the commutation of all of
its financial guaranty exposure, and improved operating results.
Fitch's rating rationale for the 'BBB-' IFS ratings includes the
company's reduced level of business volume given the market
conditions, high level of client concentration risk and
uncertainty related to the potential change to lease accounting
standards.  The rating rationale partially offsetting these
negatives is RVI's dominant market position in the residual value
insurance industry and low risk insured asset portfolio.

The rating upgrade reflects Fitch's very favorable view of RVI's
recent commutation of its financial guaranty reinsurance coverage
effective Aug. 1, 2010.  RVI's financial guaranty reinsurance
business was limited to several contracts with one counterparty
that were written between July 2006 and December 2007.  Fitch had
concerns about the potential for significant performance
volatility in this business in which the company had assumed a
limited number of large concentrations in individual exposures of
originally 'AAA' rated corporate CDOs, and was a key driver in
Fitch's February 2009 rating action to downgrade RVI's ratings to
below investment grade with an Evolving Rating Outlook.  While the
financial guaranty business overall was profitable for RVI, with
no claim losses experienced in connection with any of the
reinsurance contracts, the termination favorably eliminated
approximately $4 billion of notional value for a minimal amount of
commutation premium.

The upgrade also reflects RVI's improved operating results with
the company posting U.S.  GAAP net income of $8 million for six
months 2010 and $44 million for full year 2009, following a net
loss of $46 million in 2008 due to a mark to market derivative
accounting loss in the financial guaranty reinsurance business of
$40 million and significant losses within its insured passenger
vehicles portfolio.  These uneven results in the passenger vehicle
portfolio reflect the volatility of used car values in recent
periods as evidenced by the significant drop in the Manheim Used
Vehicle Value Index from 110.2 in December 2007 to a record low
98.0 in December 2008, before rebounding in 2009 to 117.5 in
December 2009 and 118.8 most recently in August 2010.

A key driver of RVI's rating is the company's overall reduced
level of business volume driven by the weak economic environment
that has reduced demand for the purchase/leasing of both new and
used assets.  Through August 2010, net premium written for RVI
totaled $11.7 million or almost 11% below the comparable prior
year period.  This follows an approximately 50% decline in 2009,
due primarily to RVI changing its underwriting guidelines and
writing primarily lower risk Financial Accounting Standards Board
levels of coverage following the losses posted in 2008, as opposed
to higher risk primary asset coverage.  RVI has generally retained
its client base, although at lower leasing volumes; however, the
company continues to have a high level of client concentration
risk.  The top five clients accounted for 57% of total gross
premium written in 2009, with the top client accounting for 16%,
although this is improved from 87% and 22%, respectively, in 2008.
Fitch has factored this high level of concentration risk into the
current ratings.

Fitch notes that although the Rating Outlook is Stable, there are
uncertainties that could potentially have a material impact on the
ratings.  One such uncertainty is the possible changes to lease
accounting standards.  On Aug. 17, 2010, the FASB and the
International Accounting Standards Board jointly issued an
exposure draft on a proposed new lease accounting approach that
would significantly change the accounting for both lessees and
lessors to be less rules based and more principles based.
Although Fitch recognizes that final standards will likely not be
issued and implemented for several years, considerable uncertainty
exists as to the ultimate effect on RVI's business model when
considering the company's historical reliance on FASB coverage and
the potential change to lessors' behaviors and residual value
insurance needs.

There is also uncertainty with respect to RVI's future capital and
ownership structure following its announcement on Sept. 28, 2010
that it has retained Willis Capital Markets & Advisory to assist
in the company's review of strategic alternatives, including
capital raising opportunities, as well as a sale, merger or other
business combination.

Fitch expects that based on the company's current operating and
financial profile, the IFS rating will likely remain in the 'BBB'
rating category.  However, should RVI's profile significantly
improve or deteriorate in the future, the ratings could move above
or below the 'BBB' category.

Key rating drivers that could lead to an upgrade include
improvement in the strength and quality of its capital or
ownership, such as through execution of a favorable transaction
from its announced strategic review.  In addition, continued
favorable operating earnings and improvement in RVI's franchise
value as demonstrated by growth in profitable premium volume could
also drive an upgrade.

Key rating drivers that could lead to a downgrade include sizable
deterioration in the company's business position and level of
profitable premium volume, such as through weak market conditions
or final changes to lease accounting standards that negatively
impact RVI's business, large insured losses that lead to an
underwriting loss and significant weakening of the company's
overall capitalization.

Fitch has upgraded these ratings:

R.V.I. Guaranty Co., Ltd.

  -- IFS to 'BBB-' from 'BB'.

R.V.I. America Insurance Company

  -- IFS to 'BBB-' from 'BB'.

R.V.I. National Insurance Company

  -- IFS to 'BBB-' from 'BB'.

The Rating Outlook is Stable.


SINCLAIR BROADCAST: Says 78% of Noteholders Tendered Offer
----------------------------------------------------------
Sinclair Broadcast Group Inc. reported the early tender offer and
consent solicitation results of the previously announced offer to
purchase and solicitation of consents by Sinclair Television Group
Inc., its wholly-owned subsidiary, for any and all of STG's
outstanding 8.0% Senior Subordinated Notes due 2012.

As of 12:00 midnight, New York City time on October 1, 2010,
holders representing approximately 78.1% in principal amount of
the Notes had validly tendered and not validly withdrawn their
Notes.  Also, as of the Early Tender Premium Deadline, STG
received the Required Consents in order to approve the proposed
amendments to the indenture governing the Notes.

Under the terms of the tender offer, any Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Premium
Deadline will be purchased at a purchase price of $1,002.50 per
$1,000 in principal amount of the Notes.  Any Notes validly
tendered after the Early Tender Premium Deadline but on or prior
to 12:00 midnight, New York City time, October 18, 2010 will be
purchased at a purchase price of $972.50 per $1,000 in principal
amount.  The purchase price for the Notes tendered at or prior to
the Early Tender Premium Deadline includes an early tender premium
of $30.00 per $1,000 in principal amount.  All withdrawal rights
expired as of the Early Tender Premium Deadline.

As part of the tender offer, STG is also soliciting consents from
the holders of the Notes for certain proposed amendments that
would eliminate substantially all of the restrictive covenants and
events of default.  Adoption of the proposed amendments requires
the consent of the holders of at least a majority in aggregate
principal amount of the outstanding Notes.  Holders that validly
tender their Notes will be deemed to have delivered their consents
to the proposed amendments.  Holders may not tender their Notes
without delivering their consents to the proposed amendments and
may not deliver their consents without tendering their Notes.  As
of the Early Tender Premium Deadline, STG received the Required
Consents in order to approve the proposed amendments to the
indenture governing the Notes.  Specific terms and conditions of
the tender offer and consent solicitation are included in the
Offer to Purchase and Consent Solicitation Statement, dated
September 20, 2010.

Pursuant to the terms of the tender offer, all of the Notes not
tendered will remain outstanding, and the holders of untendered
Notes will no longer be entitled to the benefits of the
restrictive covenants and other provisions contained in the
indenture governing the Notes that will be eliminated by the
proposed amendments.

STG expects to settle payment for the Notes tendered at or prior
to the Early Tender Premium Deadline on or around October 4, 2010
and STG expects to settle payment for the Notes validly tendered
after the Early Tender Premium Deadline promptly following the
Expiration Date.  STG is financing the tender offer with the
proceeds from its recent private placement of $250 million
aggregate principal amount of 8.375% senior unsecured notes due
2018.

J.P. Morgan Securities LLC is acting as Dealer Manager for the
tender offer.

None of Sinclair or STG, including the Board of Directors of each,
the Information Agent, the Dealer Manager, the Depositary or any
other person, has made or makes any recommendation as to whether
holders of the Notes should tender, or refrain from tendering, all
or any portion of their Notes pursuant to the tender offer, and no
one has been authorized to make such a recommendation.  Holders of
the Notes must make their own decisions as to whether to tender
their Notes.

A full-text copy of the Indenture dated Oct. 4, 2010, is available
for free at http://ResearchArchives.com/t/s?6c49

A full-text copy of the Registration Rights Agreement is available
for free at http://ResearchArchives.com/t/s?6c4a

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at June 30, 2010, showed $1.53 billion
in total assets, $1.71 billion in total liabilities, and a
stockholders' deficit of $170.36 million.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


SMART ONLINE: Sells $300,000 Add'l Convertible Secured Sub. Notes
-----------------------------------------------------------------
Smart Online Inc. sold an additional convertible secured
subordinated note due November 14, 2013 in the principal amount of
$300,000 to a current noteholder upon substantially the same terms
and conditions as the previously issued notes sold between
November 14, 2007, and September 14, 2010.

The Company said it is obligated to pay interest on the New Note
at an annualized rate of 8% payable in quarterly installments
commencing December 30, 2010.  The Company said it is not
permitted to prepay the New Note without approval of the holders
of at least a majority of the aggregate principal amount of the
Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company's balance sheet at June 30, 2010, showed $1.05 million
in total assets, $17.84 million in total liabilities, and a
$16.78 million stockholders' deficit.  Stockholders' deficit was
$16.31 million at March 31.


SPIRIT AEROSYSTEMS: Moody's Upgrades Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded Spirit Aerosystems, Inc's
Corporate Family and Probability of Default ratings to Ba2 from
Ba3.  Concurrently, the company's proposed amended and extended
senior secured bank facilities were upgraded to Ba1 from Ba2 and
the senior unsecured note to B1 from B2.  The ratings outlook is
stable.

                        Ratings Rationale

The company's proposed amendment and extension of its bank credit
facilities will extend the maturity of the revolver to September
30, 2014 (those not extending will maintain June 30, 2012
maturity) and increase the aggregate size to $500 million
(currently $408.9 million).  The amendment and extension of the
company's term loan will create two tranches, one maturing
September 30, 2013 (Term Loan B-1), a second maturing September
30, 2016 (Term Loan B-2).  Final composition will be determined at
the close of the amend and extend transaction based on lender
participation.

The upgrade of the Corporate Family Rating to Ba2 from Ba3 is
reflective of the company's strong credit metrics and operating
margins, improvement in the debt maturity profile, as well as the
substantial order backlog in the context of an increasing
production build rate, notably on the high volume Boeing 737
platform and ramp up of B787, with expectation that B787 end
customer deliveries will commence in the first quarter of 2011.
Moody's believes that with the return to record global revenue
passenger miles, increased airline profitability, and expectation
for continued RPM growth, the industry is poised for OEM
production levels to remain strong through at least 2013.  Given
Spirit's leading Tier-1 aerostructures position, most notably with
Boeing's commercial aircraft platforms and increasingly important
role with Airbus (including A350), Moody's believe that Spirit
will realize revenue and earnings growth for at least the next
several years.  Moody's also however recognizes that increased
production rates, on-going development costs and the delays in
customer delivery of the B787 have, and will continue to, pressure
working capital.  This, combined with expected high levels of
capital expenditures necessary to expand capacity (including for
the B787 and A350), will result in significant negative free cash
flow generation through much of 2011.  That said, once working
capital stability is achieved, combined with expected increase in
operating income and reductions in capital expenditures, Spirit
will be positioned to generate substantial free cash flow and to
reduce leverage.

Although a near term upgrade is unlikely, the rating could improve
if the company demonstrates sustainable positive free cash flow
generation with improving credit metrics, evidence successful
execution of new platform development and maintain a strong order
backlog.

The ratings and outlook could be pressured if Spirit is unable to
sustain solid free cash flow as production of B787 ramps up to
Boeing's target production rates, including consistent progress to
FCF of 10%, or if its liquidity profile weakened for any reason.

These ratings/assessments have been affected:

  -- Corporate Family, upgraded to Ba2 from Ba3;

  -- Probability of Default, upgraded to Ba2 from Ba3;

  -- senior secured revolving credit facility due June 2012,
     upgraded to Ba1 (LGD3, 39%) from Ba2 (LGD3, 38%);

  -- senior secured revolving credit facility due September 2014,
     assigned Ba1 (LGD3, 39%);

  -- senior secured term loan due September 2013, upgraded to Ba1
     (LGD3, 39%) from Ba2 (LGD3, 38%);

  -- senior secured term loan due September 2016, assigned Ba1
     (LGD3, 39%);

  -- 7.5% senior unsecured notes due 2017, upgraded to B1 (LGD5,
     86%) from B2 (LGD5, 86%).

The last rating action for Spirit Aerosystems, Inc. was on
September 21, 2009 when the company's PDR was upgraded to Ba3 and
senior secured bank credit facilities upgraded to Ba2.  A B2 was
assigned to the company's senior unsecured notes.  The company's
CFR was affirmed at Ba3.  For more information see credit opinion.

Spirit Aerosystems, Inc., headquartered in Wichita, KS, with
facilities in Wichita, KS, Tulsa and McAlester OK, Kinston, NC,
Prestwick, Scotland, Samlesbury, England and Kuala Lumpur,
Malaysia, is a designer and manufacturer of fuselages, pylons,
struts, nacelles, thrust reversers, wing assemblies and other
complex components for commercial aircraft and business jets.
7/01/10 LTM revenue for Spirit approximated $4.2 billion.


SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' CCR on
Wichita, Kansas-based Spirit AeroSystems Inc.  At the same time,
S&P assigned its 'BBB-' issue-level rating, two notches above the
CCR, and a '1' recovery rating, indicating its expectation of very
high (90%-100%) recovery in a payment default scenario, to
Spirit's proposed extended $500 million revolver (currently
$409 million) due Sept. 30, 2014 (currently June 30, 2012) and
extended $569 million term loan due Sept. 30, 2016 (currently
Sept. 30, 2013).  The amounts of the revolver and term loan to be
extended are as yet to be determined.  S&P also affirmed its
'BBB-' issue-level rating and '1' recovery rating on Spirit's
existing revolver and term loan.  S&P also lowered the issue-level
rating to 'BB-' from 'BB' and revised recovery rating to '5' from
'3', indicating its expectation of modest (10%-30%) recovery in a
payment default scenario, on the company's $300 million senior
unsecured notes, reflecting an increased amount of higher ranked
debt.  The outlook is stable.

"S&P's CCR affirmation on Spirit reflects its expectations that
the company will maintain adequate liquidity and appropriate or
better credit protection measures, despite near-term cash flow
pressures resulting from continued liquidation of advance payments
from Boeing Co. related to its 787 aircraft, increasing inventory
to support new programs, and higher levels of capital
expenditures," said Standard & Poor's credit analyst Roman Szuper.

The ratings on Spirit also take into account its participation in
the competitive and cyclical commercial aerospace industry;
reliance on one customer, Boeing, for about 85% of sales;
significant near-term costs related to the development of Boeing's
787 aircraft; and the large upfront investment required to
participate in new programs.  Spirit's position as the largest
independent supplier of structures for commercial aircraft,
sizable backlog, moderately leveraged capital structure, and
credit metrics that are generally above average for the rating
partly offset these factors.  S&P assesses the company's business
risk profile as fair and its financial risk profile as
significant.

The outlook is stable.  Adequate near-term liquidity, expected
improved performance on existing programs, a sizable backlog, and
improved commercial aerospace prospects should help Spirit
maintain its current credit quality.  Although most credit
protection measures appear strong for the rating, S&P expects the
company to have significant negative free cash flow over the next
12 to 18 months.  Accordingly, an upgrade is not likely during
that time.  "S&P could lower the ratings if the commercial
aerospace market deteriorates noticeably, or if any additional
problems on the 787 or other programs have a material adverse
effect on cash flow and liquidity, with cash and revolver
availability declining below $200 million," Mr. Szuper added.


SPORTSMAN'S WAREHOUSE: "Stub Rent" Not Administrative Expense
-------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's obligation for "stub
rent" relating to its occupany of leased commercial premises from
the date that the petition was filed through the end of that month
was an obligation that arose prepetition, on the first day of the
month in which the petition was filed.  Thus, landlords did not
have an administrative expense claims for such stub rent, at least
not pursuant to the bankruptcy statute requiring the trustee to
timely perform all obligations of the debtor under any unexpired
lease of nonresidential real property arising from and after the
order for relief.  However, landlords could assert such a claim
under the general administrative expense provision.  In re
Sportsman's Warehouse, Inc., --- B.R. ----, 2009 WL 2382625, 51
Bankr. Ct. Dec. 268 (Bankr. D. Del.) (Sontchi, J.).

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates has 29
stores selling indoors and outdoor gears and equipment.  The
Companies filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 09-10990) on March 20, 2009.  Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher assists the Companies in
their restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  Roberta DeAngelis, U.S. Trustee for
Region 3, appointed seven members to the official committee of
unsecured creditors of Sportsman's Warehouse Inc.  Greenberg
Traurig LLP represents the Committee.  The Company disclosed
assets of $436 million and debt totaling $452 million as of
December 31, 2008.  The Company emerged from chapter 11 in
August 2009 under the terms of a Second Amended Plan projecting
that general unsecured claims, owed $130 million, would
recover about 15% from future cash flows.


SRKO FAMILY: Promises to Pay Creditors from Project Sale Proceeds
-----------------------------------------------------------------
The SRKO Family Limited Partnership submitted to the U.S.
Bankruptcy Court for the District of Colorado a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Debtor will sell the
Project, Filing 1, within four to six months of the effective
date, and the secured claims of mechanics liens claimants under
Class 4 will be satisfied with the proceeds from the sale.  The
Debtor will continue to operate its business and market, and sell,
refinance and develop the Project, 109 Acres within five years for
the benefit of the creditors holding claims against the real
estate, and for the benefit of the Class 11 general unsecured
creditors.

Under the Plan, allowed secured claim of Sunshine Home
Development, Inc., under Class 7, will receive nothing under the
Plan.

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

The Debtor is represented by:

     Lee M. Kutner, Esq.
     Kutner Miller Brinen, P.C.
     303 East 17th Avenue, Suite 500
     Denver, CO 80203

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  The Company filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D.
Colo. Case No. 10-13186).  The Debtor disclosed $34,421,448 in
assets and $80,619,854 in liabilities as of the Petition Date.


STONEBRIDGE OF MINT HILL: Ct. Denies Claims v. NVR
--------------------------------------------------
The Hon. George R. Hodges rejects claims asserted by Stonebridge
of Mint Hill, LLC, and W. Jefferson Leath -- and dismisses their
lawsuit -- against NVR, Inc.  The Court finds and concludes that
Stonebridge's and Mr. Leath's claims for breach of contract and
indemnity against NVR do not state plausible claims for relief as
a matter of law.  The Court grants NVR's Motion to Dismiss.

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

http://www.leagle.com/unsecure/page.htm?shortname=inbco20101007668

NVR Inc. is represented by:

          Kurt E. Lindquist II, Esq.
          Christopher M. Olds, Esq.
          WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
          One Wachovia Center
          Suite 3500, 301 South College Street
          Charlotte, NC 28202-6037
          Tel: (704) 331-4917
          Fax: (704) 338-7859

Mr. Leath is represented by:

          Timothy W. Bouch, Esq.
          LEATH, BOUCH & SEEKINGS, LLP
          92 Broad Street
          Charleston, SC 29401
          Tel: (843) 937-8811

The Debtor is represented by:

          Richard S. Wright, Esq.
          HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC
          201 South College Street, Suite 2020
          Charlotte, NC 28244-2020
          Tel: (704) 344-1117
          Fax: (704) 344-1483
          E-mail: rwright@lawhms.com

The Debtor developed lots and infrastructure in a residential
subdivision located in Mint Hill, North Carolina, known as
Stonebridge of Mint Hill.


STONEBRIDGE OF MINT HILL: Ct. Denies Counterclaims v. Wells Fargo
-----------------------------------------------------------------
In Wells Fargo Bank, N.A., successor by merger to Wachovia Bank,
N.A., v. Stonebridge of Mint Hill, LLC, John Kevin Cobb, Beverly
A. Cobb, Max B. Smith, Jr., Christy C. Smith, and W. Jefferson
Leath, Adv. Proc. No. 10-03181 (Bankr. W.D. N.C., October 7,
2010), the Hon. George R. Hodges dismisses, in their entirety with
prejudice, all of the counterclaims asserted by the Debtor and Mr.
Leath; and denied the Borrower Parties leave to amend their
counterclaims.

On March 4, 2010, the Lender filed the collection action in
Mecklenburg County Superior Court to collect on a commercial real
estate loan and related personal guaranties, all connected with
the Stonebridge residential subdivision development in Mint Hill.

Following the Debtor's bankruptcy filing, the Lender timely filed
a notice of removal in the Bankruptcy Court, removing all claims
and counterclaims between the Lender and all defendants.

The Borrower Parties admit their failure to timely repay the Loan.
However, they assert identical counterclaims against the Lender
for negligence and breach of fiduciary duty.  The Lender seeks
dismissal of all counterclaims.

The Bankruptcy Court holds that the Borrower Parties'
counterclaims still fail to state a claim for relief.  The
Borrower Parties have alleged claims that are, at best,
implausible; the only facts they have alleged are either expressly
contradicted by the Loan Documents or simply not actionable.

A copy of the Court's Order is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20101007667

The Lender is represented by:

          David M. Schilli, Esq.
          Andrew W. J. Tarr, Esq.
          ROBINSON BRADSHAW & HINSON, P.A.
          101 North Tryon Street, Suite 1900
          Charlotte, NC 28246
          Telephone: 704-377-8346
          Facsimile: 704-373-3946
          E-mail: dschilli@rbh.com
                  atarr@rbh.com

The Borrower Parties are represented by:

          Timothy W. Bouch, Esq.
          LEATH, BOUCH & SEEKINGS, LLP
          92 Broad Street
          Charleston, SC 29401
          Telephone: (843) 937-8811

The Debtor is represented by:

          Richard S. Wright, Esq.
          HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC
          201 South College Street, Suite 2020
          Charlotte, NC 28244-2020
          Telephone: 704-344-1117
          Facsimile: 704-344-1483
          E-mail: rwright@lawhms.com

The Debtor developed lots and infrastructure in a residential
subdivision located in Mint Hill, North Carolina, known as
Stonebridge of Mint Hill.


THERMADYNE HOLDINGS: Irving Deal Won't Affect Moody's 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service said Thermadyne Holdings Corporation's
announcement that it signed a definitive agreement to be acquired
by affiliates of Irving Place Capital does not have an impact on
its B3 corporate family rating at this time.

The last rating action on THMD was the August 4, 2010 change in
rating outlook to positive from negative.

THMD, headquartered in Chesterfield, Missouri, is a global
manufacturer of cutting and welding equipment, including fuel gas
and plasma torches, arc accessories and related consumable parts.
Its products are used by a wide variety of manufacturing and
construction operations to cut, join and reinforce steel, aluminum
and other metals.  For the twelve months ending June 30, 2010,
sales totaled approximately $385 million.


THOMPSON CREEK: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating on Denver, Colorado-based Thompson
Creek Metals Co. The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating, with a
'1' recovery rating, to the company's proposed US$300 million
senior secured revolving credit facility.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery in
the event of default.

"The ratings on Thompson Creek reflect what S&P views as the
company's weak business risk profile, highlighted by very limited
operating diversity, volatile molybdenum prices, and the capital-
intensive nature of its operations," said Standard & Poor's credit
analyst Donald Marleau.  "Partially offsetting these factors, in
S&P's opinion, are the company's relatively attractive cost
profile, long reserve lives at its two operating mines, and good
credit protection measures," Mr. Marleau added.

Thompson Creek produces molybdenum, which is used primarily to
produce steel and stainless steel alloy.  Standard & Poor's
expects the company to produce 29 million-32 million pounds of
molybdenum in 2010 from its two operating mines in the U.S. and
Canada.  By acquiring Terrane Metals (not rated), Thompson Creek
has added the construction-ready Mt. Milligan copper and gold
development project in British Columbia to its business.  While
the project will require more than C$900 million in capital in the
next several years, S&P believes that completion of the mine
should improve Thompson Creek's operating diversity, which is a
key constraint on the rating.

Standard & Poor's considers Thompson Creek's financial risk
profile to be significant, as S&P believes the company will
generate substantial negative free operating cash flow in the next
several years as it completes more than US$1 billion of
expansionary capital expenditures.  The company's acquisition of
Terrane Metals was financed with existing cash balances and
equity.

The stable outlook reflects S&P's view that Thompson Creek will
generate credit metrics that are solid for the rating given the
company's weak business risk profile, with adjusted debt to EBITDA
of less than 2x, assuming stable molybdenum prices and production
costs.  Furthermore, S&P estimates that the company's free cash
burn in the next several years will be funded with existing
sources of liquidity.  The ratings could come under pressure if
Thompson Creek's large capital expenditure program contributes to
an accelerated free cash burn, with liquidity declining to less
than US$250 million.  S&P believes that such a scenario would
coincide with an unexpected decline in molybdenum prices to about
US$10 per pound for a sustained period.  S&P could consider a
positive rating action as the company executes its growth plans,
thereby adding to its operating diversity without compromising its
solid financial risk profile.  S&P's current ratings on Thompson
Creek incorporate the expectation that the proposed US$300 million
senior secured credit facility will be completed as planned.


TOWER AUTOMOTIVE: S&P Puts 'B' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured debt ratings on Michigan-based Tower Automotive
LLC on CreditWatch with positive implications.

"The CreditWatch placement is based on S&P's expectation that the
company could pay down about $93 million in outstanding debt from
the net proceeds of its planned initial public offering," said
Standard & Poor's credit analyst Lawrence Orlowski.  "Also, as
global vehicle demand continues to recover, S&P expects company
sales and profitability to rise in 2010 and 2011," he added.
"Consequently, S&P believe, Tower Automotive's credit metrics will
improve and could be consistent with a higher rating."

Still, operating results will continue to reflect what S&P
considers to be Tower's aggressive financial risk profile
(including limited free cash flow generation in 2010) and weak
business risk profile (several major competitors and prospects for
volatile production levels).  But, the company's cash flow is
expected to be slightly positive in 2010.  Beyond this year,
credit measures could improve as the global auto sector gradually
recovers.

S&P expects to resolve the CreditWatch in the near-future if the
IPO is completed.  The possible decrease in debt would improve the
company's leverage and would likely lead to a modest upgrade.  For
example, S&P could raise its corporate credit rating if S&P
believed leverage would be below 4x and FFO to debt rises above
10% on a sustained basis.


TREE MOSS: Asset Sale Hearing Set for Oct. 26 in Nevada
-------------------------------------------------------
Subject to any higher and better offers, Lisa M. Poulin, the duly
appointed chapter 11 trustee for Tree Moss Partners, LLC, intends
to sell substantially all of the debtor's estate's assets, free
and clear of liens, claims, interests and encumbrances to Diamond
Resorts Palm Springs Development, LLC.

Competing offers must be submitted to the Trustee by 4:00 p.m.,
prevailing Pacific time, on Oct. 21, 2010.  The Sale Hearing is
currently scheduled to be conducted before the Honorable Linda B.
Riegle, on Oct. 26, 2010 at 1:30 p.m. prevailing Pacific time, in
Las Vegas, Nev.

Copies of the Bidding and Sale Procedures may be obtained by
sending a written request to:

         Teresa M. Pilatowicz, Esq.
         Gordon Silver
         3960 Howard Hughes Parkway, 9th Floor
         Las Vegas, NV 89169.

Any objections to the sale transaction must be filed by 4:00 p.m.,
prevailing Pacific time, on Oct. 12, 2010, and served on:

         William M. Noall, Esq.
         Gordon Silver
         3960 Howard Hughes Parkway, 9th Floor
         Las Vegas, NV 89169

              - and -

         Elizabeth Brennan, Esq.
         Diamond Resorts Corporation
         10600 West Charleston Boulevard
         Las Vegas, NV 89135

and the United States Trustee.

USA Capital Diversified Trust Deed Fund (itself, a Chapter 11
debtor) filed an involuntary Chapter 7 petition (Bankr. D. Nev.
Case No. 06-13758) in 2006 and the case subsequently converted to
a Chapter 11 proceeding.


TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.54 cents-on-the-
dollar during the week ended Friday, October 8, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.62 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility,
which matures on May 17, 2014.  Moody's has withdrawn its rating
while Standard & Poor's does not rate the bank debt.  The loan is
one of the biggest gainers and losers among 213 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.


TRONOX INC: U.S. Trustee Gets to Reduce Fees by $245,000
--------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notes that
professionals in Tronox Inc.'s Chapter 11 cases seek fees totaling
$12,876,573 and reimbursement of out-of-pocket expenses totaling
$479,455 for the February to June 2010 period.

In response to her comments and concerns, the U.S. Trustee tells
the Court that the Professionals have agreed to voluntarily
reduce their requests for interim compensation by an amount
aggregating $245,169 and to voluntarily reduce their
reimbursement of out-of-pocket expenses by $23,252.

The United States Trustee further relates that all Retained
Professionals have also agreed to maintain the Court ordered 20%
holdback of fees -- except for Pillsbury Winthrop, counsel to the
Equity Committee, which maintains 30% -- pending the final
resolution of the Debtors' Chapter 11 cases.

                       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.


TRUVO USA: Plan Confirmation Hearing Rescheduled to October 26
--------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York has rescheduled the hearing to
October 26, 2010, at 10:00 a.m. (New York City Time), to consider
the confirmation of Truvo USA and other non-operating affiliates'
proposed Plan of Reorganization, amended as of October 5.
Objections, if any, are due October 21 at 4:00 p.m.

As reported in the Troubled Company Reporter on October 7, Truvo
Group struck a deal with its unsecured creditors that would give
them a greater recovery when the Company xits from Chapter 11
protection.

The revised proposal:

     -- would increase to EUR20 million ($27.4 million) from
        EUR15 million the amount to be divvied up among holders of
        Truvo's high-yield bonds; and

     -- entitles the high-yield bondholders to:

        * warrants good for a higher percentage of the reorganized
          Truvo's shares than they would have previously received;
          and

        * cash good for 7.5% of Truvo's U.S. tax proceeds, if that
          money is available.

TCR reported that the holders of the high-yield notes will get the
better recovery only if they vote for Truvo's new bankruptcy-exit
plan.  Truvo's committee of unsecured creditors, which is
representing the bondholders, agreed to support the plan
and withdraw all litigation regarding it.

Full-text copies of the Plan and Disclosure Statement is available
for free at:

       http://bankrupt.com/misc/TRUVOUSA_2ndAmendedPlan.pdf
       http://bankrupt.com/misc/TRUVOUSA_AmendedDS.pdf

Amended ballots must be properly executed, completed, and
delivered by 4:00 p.m. on October 21 to the voting agent:

     Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

Holders of senior debt claims may submit their amended ballots
electronically to the voting agent at truvoinfo@kccllc.com;
provided, that hard copies of the original amended ballots are
received by October 25 at 4:00 p.m.

Holder of a senior debt claim who has already submitted a ballot
may submit an amended ballot to reject the Second Amended Plan so
as to be received prior to the new voting deadline.

The Court also ordered that holders of HY Notes Claims, PIK Debt
Claims, and General Unsecured Claims who submitted ballots
accepting the First Amended Plan on or prior to the Original
Voting Deadline will be deemed to have accepted the Second Amended
Plan.

                           About Truvo USA

Wilmington, Delaware-based Truvo USA LLC is a non-operating
subsidiary of Belgium-based Truvo Luxembourg S.a.r.l, which
publishes print and online directories through its operating
subsidiaries.

Truvo USA and other non-operating affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-13513) on
July 1, 2010.  The Company estimated $500 million to $1 billion
in assets and more than $1 billion in debts in its Chapter 11
petition.

Sean A. O'Neal, Esq., and Thomas J. Moloney, Esq., at Cleary
Gottlieb Steen & Hamilton, LLP, and Vincent Edward Lazar, Esq., at
Jenner & Block LLP, assist the Company in its restructuring
effort.  Jenner & Block LLP and Simpson Thacher & Bartlett LLP are
the Company's special counsel.  Houlihan Lokey Howard & Zukin
(Europe), Limited, is the Company's restructuring and financial
advisor.

Truvo Luxembourg and its operating subsidiaries have not sought
protection under Chapter 11 protection or any other insolvency
regime.


TUTOR PERINI: S&P Assigns 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' preliminary corporate credit rating to Sylmar, Calif.-based
Tutor Perini Corp.  At the same time, S&P also assigned a 'BB-'
preliminary issue-level rating to the company's proposed
$300 million senior unsecured notes.  The preliminary recovery
rating is '4', indicating S&P's expectation of an average (30%-
50%) recovery in a payment default scenario.  Proceeds from the
notes will be used for general corporate purposes, which could
include share repurchases and acquisitions.  S&P doesn't expect
the notes to be registered under the Securities Act of 1933.  The
company also has a $205 million revolver and a supplementary line
of $107 million, which S&P does not rate.

"The ratings on Tutor Perini reflect the company's weak business
risk profile and significant financial risk profile.  S&P expects
that a growing proportion of civil construction projects will
partially offset weakness in commercial construction and enable
the company to generate free cash flow," said Standard & Poor's
credit analyst Sarah Wyeth.  However, S&P expects that a growing
proportion of civil construction projects will enable the company
to achieve operating margin (before depreciation and amortization)
of about 5%, allowing it to maintain debt (adjusted for pensions
and operating leases) to EBITDA of about 2.5x.

The outlook is stable.  "S&P expects stimulus-driven and other
government project spending to somewhat offset weakness in
commercial construction end markets.  However, if operating
performance is weaker than expected, resulting in debt to EBITDA
above 3.5x, S&P could consider lowering the rating.  If S&P
expects the company to maintain metrics that could support a
higher rating, and S&P expects the company to pursue a less
aggressive financial policy, S&P could consider raising the
rating," Ms. Wyeth added.


UAL CONTINENTAL: UAL Bank Debt Trades at 6% Off
-----------------------------------------------
Participations in a syndicated loan under which United Air Lines
Inc. is a borrower traded in the secondary market at 94.30 cents-
on-the-dollar during the week ended Friday, October 8, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.94
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 1, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 213 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                  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.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


ULTIMATE ESCAPES: Chairman R. Keith Resigns as Member of Board
--------------------------------------------------------------
Effective as of October 6, 2010, Richard Keith resigned from his
positions as Chairman and a member of the board of directors of
Ultimate Escapes, Inc.

                   About Ultimate Escapes

Kissimmee, Fla.-based Ultimate Escapes, Inc. (OTC BB: ULEI and
ULEI-W) -- http://www.ultimateescapes.com/-- is a luxury
destination club that sells club memberships offering members
reservation rights to use its vacation properties, subject to the
rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.  On September 20, 2010, Ultimate Escapes,
Inc., filed for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware for itself and certain of its subsidiaries.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


ULTIMATE ESCAPES: Section 341(a) Meeting Scheduled for Oct. 28
--------------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, will convene a
meeting of Ultimate Escapes Holdings, LLC, et al.'s creditors on
October 28, 2010, at 11:00 a.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 5th Floor, Room 5209, Wilmington,
Delaware 19801.

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.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).

Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC;
Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure
America Acquisition Corporation); P & J Partners, LLC; UE Holdco,
LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions.

CRG Partners Group LLC is the Debtors' chief restructuring
officer.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


URBAN BRANDS: Sale Hearing Scheduled for Oct. 27 in Del.
--------------------------------------------------------
Urban Brands, Inc., has accepted, subject to any higher and better
offers exceeding $15.5 million, a bid from New Ashley Stewart,
LLC, to purchase substantially all of the Company's assets.
Competing bids must be submitted by 9:00 a.m. on Oct. 22, 2010; an
auction, if necessary, will be held at 10:00 a.m. on Oct. 25,
2010; and the Debtors will ask the Bankruptcy Court to approve the
sale transaction at an 11:00 a.m. hearing on Oct. 27, 2010.  Any
objections must be filed by 4:00 p.m. on Oct. 21, 2010, and served
on:

    The Debtors:

         Laura Weil
         Urban Brands, Inc.
         100Metro Way
         Secaucus, NJ 07094-1906

    Debtors' Counsel:

         Mark D. Collins, Esq.
         Michael J. Merchant, Esq.
         L. Katherine Good, Esq.
         Richards, Layton & Finger, P.A.
         One Rodney Square
         920 N. King St.
         Wilmington, DE 19801

    The Debtors' Financial Advisor:

         Perry M. Mandarino
         PricewaterhouseCoopers LLP
         300 Madison Avenue
         New York, NY 10017

    Counsel to the Lender:

         Donald E. Rothman, Esq.
         Riemer & Braunstein LLP
         3 Center Plaza
         Boston, MA 02108

    Creditors' Committee Counsel:

         Lawrence C. Gottlieb, Esq.
         Cathy Hershcopf, Esq.
         Cooley LLP
         1114 Avenue of the Americas
         New York, NY 10036

    New Ashley's Counsel:

         Steven J. Reisman, Esq.
         Timothy A. Barnes, Esq.
         Curtis, Mallet-Prevost, Colt & Mosle LLP
         101 Park Ave.
         New York, NY 10178

Secaucus, N.J.-based Urban Brands, Inc., operates a chain of
women's apparel stores.  Urban Brands sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-13005) on September 21, 2010.  The
retailer estimated its assets at $10 million to $50 million and
debts at $100 million to $500 million.  Affiliates A.S.
Interactive, Inc., et al., filed separate Chapter 11 petitions.
BMC Group, Inc., serves as the Debtors' claims and noticing agent.


US DATAWORKS: Extends Forbearance Agreement Until Oct. 13
---------------------------------------------------------
On September 30, 2010 US Dataworks, Inc., and Silicon Valley Bank
("SVB") entered into that certain Forbearance to Loan and Security
Agreement pursuant to which SVB has agreed, for the period
beginning on September 30, 2010, and ending on October 13, 2010,
to forbear from filing any legal action or instituting or
enforcing any rights and remedies it may have against the Company
arising out of the Company's failure to comply with the following
(collectively, the "Existing Defaults"): (i) the financial
covenants set forth in Section 6.7(a) of that certain Loan and
Security Agreement dated as of February 9, 2010, as amended by
that certain First Amendment to Loan and Security Agreement dated
March 5, 2010, and that certain Second Amendment to Loan and
Security Agreement dated April 23, 2010 (the "Loan Agreement"),
for the April 2010, May 2010, June 2010, July 2010 and August 2010
measuring periods, (ii) the financial covenants set forth in
Section 6.7(b) of the Loan Agreement for the May 2010, June 2010,
July 2010 and August 2010 measuring periods and (iii) the
restrictions on making payments with respect to Subordinated Debt
(as defined in the Loan Agreement) in the aggregate amount of
$29,200 (the "Subordinated Debt Payments") in violation of Section
7.9 of the Loan Agreement and Section 3 of that certain
Subordination Agreement dated as of February 9, 2010, between the
Company, SVB and the subordinated creditors therein named (the
"Subordination Agreement").  The Forbearance Agreement also
contains the separate consent of SVB to the Subordinated Debt
Payments.

The foregoing description of the Forbearance Agreement is
qualified in its entirety by reference to the Forbearance
Agreement, a copy of which is available at no charge at:

               http://researcharchives.com/t/s?6c41

The Company was not required to pay any fees in connection with
the Forbearance Agreement.

The Company and SVB are currently in discussions concerning an
amendment to the Loan Agreement pursuant to which the Existing
Defaults would be waived and the Company would be back in
compliance with its covenants under the Loan Agreement and the
Subordination Agreement.  The Company currently expects that such
an amendment would be in place by the end of the Forbearance
Period.

                        About US Dataworks

Sugar Land, Tex.-based US Dataworks, Inc. (OTC BB: UDWK.OB)
-- http://www.usdataworks.com/-- develops, markets, and supports
payment processing software for multiple market segments.  Its
customer base includes some of the largest financial institutions
as well as credit card companies, government institutions,
banker's banks and high-volume merchants in the United States.
The Company was formerly known as Sonicport, Inc.

At June 30, 2010, the Company's balance sheet showed $5.67 million
in total assets, $4.43 million in total liabilities, and
shareholders' equity of $1.24 million.


US EXPRESS: Moody's Gives Stable Outlook, Affirms 'B3' Rating
-------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of U.S.
Xpress Enterprises, Inc. to stable from negative and affirmed the
company's B3 corporate family and probability of default ratings.

The rating outlook change to stable from negative reflects
improvements in volumes and pricing, first evidenced in Q2-2010,
that Moody's expect to continue through 2011.  The outlook assumes
that U.S. Xpress' capital spending will remain conservative until
revenues grow more than they have grown in the first half of 2010
versus the like period in 2009.

The B3 corporate family rating reflects a weak EBIT to interest
ratio and risk of annual unprofitability probably until 2012, good
scale and an adequate liquidity profile.  Although pricing gains
that began surfacing in Q2-2010 could moderate as influence on
freight volumes from inventory re-stocking diminishes, Moody's do
not think the gains will much reverse.  Significant volume growth
is unlikely in the sluggish economy and most players are fairly
leveraged, so the need to add capacity to maintain market share is
low.  As well, U.S. Xpress has a relatively young fleet whose re-
investment requirements are not yet overly pressing.  Thus,
ability to temporarily keep capital spending low -- without
compromising operational integrity -- should help the company
reduce debt and thereby maintain compliance with scheduled
financial ratio covenant test step-downs upcoming.  An expectation
of moderate fuel prices should limit working capital increases and
further contributes to likelihood of debt reduction.  Until the
economy grows more, however, operating income will probably remain
limited, and interest coverage measures will probably remain
adequate but not robust.

Ratings upgrade would depend on the company's achieving an annual
net profit that approaches the 2006 level, and -- while re-
investing at its historical rate -- a free cash flow to debt ratio
in the low single digit percentage range.  A downgrade would
depend on debt to EBITDA exceeding 6.0x, or trailing twelve month
EBIT to interest of 0.5x or less (EBIT to interest was 0.5x as of
Q2-2010 but is expected to materially rise by Q4-2010; all cited
metrics Moody's adjusted basis.)

Ratings affirmed:

  -- Corporate family and probability of default, B3

  -- $50 million senior secured revolving credit facility due
     October 2012 B2, LGD3, to 34% from 39%

  -- $165 million senior secured term loan due October 2014 B2,
     LGD3, to 34% from 39%

Moody's last announcement on U.S. Xpress occurred May 11, 2009,
when the corporate family rating of B3 was affirmed and a negative
rating outlook was maintained.

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

U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered
in Chattanooga, Tennessee, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services.  The company had 2009 revenues of
approximately $1.5 billion.


UTSTARCOM INC: Sets December 13 Annual Meeting of Stockholders
--------------------------------------------------------------
UTStarcom Inc. said that the 2010 Annual Meeting of Stockholders
will be held on December 13, 2010, at 1:00 p.m., local time.  The
meeting will be held at the Company's offices located at 20F,
Tower E1, The Towers, Oriental Plaza, No. 1 East Chang An Ave.,
Dong Cheng District, Beijing, China.  Stockholders of record as of
the close of business on October 19, 2010, are entitled to notice
of and vote at the 2010 Annual Meeting.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.

The Company's balance sheet at June 30, 2010, showed
$813.29 million in total assets, $576.25 million in total
liabilities, and stockholders' equity of $237.03 million.

                           *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VISANT CORP: S&P Assigns 'BB-' Rating on $1.425 Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Armonk,
N.Y.-based school affinity provider and niche printing company
Visant Corp.'s recently completed senior secured credit facilities
and senior notes offerings.  S&P assigned the company's
$1.425 billion senior secured credit facility an issue-level
rating of 'BB-' (one notch higher than the 'B+' corporate credit
rating on parent company, Visant Holding Corp.) with a recovery
rating of '2', indicating S&P's expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default.  The
facility consists of a $1.25 billion term loan facility due
December 2016 and a $175 million revolving credit facility due
December 2015.

S&P is also withdrawing the 'BB' issue-level rating and '1'
recovery rating on the company's existing senior secured credit
facility given the termination of these obligations.

S&P also assigned Visant Corp.'s $750 million senior notes due
October 2017 S&P's issue-level rating of 'B-' (two notches lower
than the 'B+' corporate credit rating) with a recovery rating of
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery for noteholders in the event of a payment default.

These ratings are being assigned in conjunction with the closing
of the refinancing of the company's existing capital structure and
S&P's review of final documentation of the debt obligations.  Upon
the completion of the redemption in full of all outstanding note
obligations issued by Visant Holding Corp. and Visant Corp., which
is expected to occur on Oct. 21, 2010, S&P will withdraw all
existing issue-level and recovery ratings on these obligations.

The corporate credit rating on Visant Holding Corp. was affirmed
at 'B+', and the rating outlook is stable.

"The 'B+' corporate credit rating reflects the meaningful increase
in Visant's funded debt levels resulting from the company's
recapitalization," said Standard & Poor's credit analyst Mike
Listner.

As part of the plan, Visant consummated a cash tender offer for
its outstanding 10.25% senior discount notes due 2013, 8.75%
senior notes due 2013, and 7.625% senior subordinated notes due
2012, as well as the termination of its senior secured credit
facilities.  The company also used a portion of the approximately
$2 billion of new debt proceeds to fund a dividend payment to the
company's shareholders.  Based on outstanding debt balances
totaling about $1.4 billion at the end of the second quarter of
2010, S&P expects that the recapitalization will result in a pro
forma capital structure with incremental funded debt in excess of
$500 million.  This incremental amount will be used to fund the
dividend payment and S&P believes this will drive its measure of
adjusted leverage to the high-6x area at the end of 2010.

S&P views the company's willingness to incur a relatively large
debt-financed dividend as a meaningful departure from its view of
a financial policy supportive of the previous 'BB-' rating.  S&P
continue to assess Visant's business risk profile as satisfactory,
given its relative stability in operating performance over the
economic cycle, good level of cash flow generation, and solid
operating margins.  Still, the impact on credit measures from the
incremental indebtedness weighs on its assessment of the company's
financial policy and risk profile.  S&P expects that the company
will continue to generate good levels of free cash flow, providing
the flexibility for future debt repayment.  However, the rapid
deterioration in credit measures and management's more aggressive
financial posture is more consistent with the current rating.
Rating upside is unlikely without a firm commitment of maintaining
leverage at or below 5.5x, which S&P does not believe could occur
until at least 2013.


VISICON SHAREHOLDERS: Asks for Feb. 13 Plan Filing Extension
------------------------------------------------------------
The Visicon Shareholders Trust, An Ohio Trust, U/A/D, asks the
U.S. Bankruptcy Court for the Southern District of Ohio to extend
the periods during which the Debtor has the exclusive right to
file a plan of reorganization and the exclusive right to solicit
acceptances of a Plan.

The Debtor requests that: (i) the Exclusive Filing Period be
extended by 120 days through and including February 3, 2011, and
(ii) the Exclusive Solicitation Period be extended to April 4,
2011.

In November, 2002, the Debtor entered into a $9,000,000 credit
facility with Greenwich Capital Partners, which was a refinance of
its then loan obligations.  In conjunction with this financing
arrangement, the Debtor granted Greenwich a mortgage lien on the
Hotel and a security interest in all of the assets of the Debtor.
This credit facility has been assigned several times, and the
current holder of this obligation is GCCFC 2002-C1 Dayton Hotel
Conference Center, LLC, who has instituted foreclosure proceedings
in the U.S. District Court, Southern District of Ohio, Western
Division at Dayton.  GCCFC obtained appointment of a receiver, and
such action and the appointment of a receiver has precipitated the
Debtor's Chapter 11 filing.

Since commencing its Chapter 11 case, the Debtor has worked with
the GCCFC to reach an agreement regarding use of cash collateral
and other matters.  The Debtor believes that an extension of the
Exclusive Filing Period and the Exclusive Solicitation Period will
allow the Debtor sufficient time reach an agreement with GCCFC and
to submit a successful Plan.

Debtor is also currently working with the USAF to resolve the
issues relating to compliance with the Operating Agreement
resulting in reduced hotel occupancy.  The Debtor believes that an
extension of the Exclusive Filing Period and the Exclusive
Solicitation Period will allow Debtor sufficient time resolve this
issue.

Naples, Florida-based The Visicon Shareholders Trust, an Ohio
Trust, filed for Chapter 11 bankruptcy protection on June 8, 2010
(Bankr. S.D. Ohio Case No. 10-33736).  Ira H. Thomsen, Esq., who
has an office in Springboro, Ohio, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in liabilities
in its Chapter 11 petition.


VYTERIS INC: Effects Conversion of $1.15 Mil. of Notes
------------------------------------------------------
Vyteris Inc. effected the conversion of $1,150,000 principal
amount plus $17,250 of accrued interest with respect to 6%
Subordinated Convertible Promissory Notes due September 30, 2010
into 5,836,250 shares of its Common Stock and 5,836,250 warrants
to purchase Common Stock of the Registrant.

The Notes were originally issued with respect to the Company's
June 30, 2010, private placement to accredited investors.  For
each $0.20 of principal and interest converted, the Investors
received both a share of the Company Common Stock and a five -
year warrant to purchase one share of Common Stock of the Company
at an exercise price of $0.25 per share.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, 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
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.


WEST CORPORATION: Modifies Senior Secured Credit Facility
---------------------------------------------------------
West Corporation and Wells Fargo Bank National Association, as
administrative agent, modified the Company's senior secured credit
facilities by entering into a Restatement Agreement, amending and
restating the Company's Credit Agreement dated October 24, 2006.

In connection with the Restated Credit Agreement, West has
extended the maturity of approximately $158 million of its $250
million senior secured revolving credit facility from October 2012
to January 2016 and the interest rate margins of such extended
maturity revolving credit loans have been increased.  The interest
rate margins for the extended maturity revolving credit loans are
based on the Company's leverage ratio based on a grid, which
ranges from 2.75% to 3.50% for LIBOR rate loans, and from 1.75% to
2.50% for base rate loans.

In connection with the Restated Credit Agreement, West has also
extended the maturity date for $500 million of its existing term
loans from October 24, 2013 to July 15, 2016 and the interest rate
margins of such extended term loans have been increased.  The
interest rate margins for the extended term loans are based on the
Company's corporate debt rating based on a grid, which ranges from
4.00% to 4.625% for LIBOR rate loans, and from 3.00% to 3.625% for
base rate loans.  The Restated Credit Agreement also provided for
an increase to the interest rate margins of approximately $985
million of its term loans previously extended to July 2016.  The
modified interest rate margins of the previously extended term
loans match the interest rate margins for the newly extended term
loans.

The Restated Credit Agreement also modified the financial
covenants and certain covenant baskets.  In particular, the
Company is required to comply on a quarterly basis with a maximum
total leverage ratio covenant and a minimum interest coverage
ratio covenant.  Pursuant to the Restated Credit Agreement, the
total leverage ratio of consolidated total debt to Adjusted EBITDA
may not exceed 5.75 to 1.0 at September 30, 2010, and the interest
coverage ratio of Adjusted EBITDA to the sum of consolidated
interest expense must be not less than 2.00 to 1.0 at September
30, 2010. The total leverage ratio will become more restrictive
over time.

A full-text copy of the Restatement Agreement is available for
free at http://ResearchArchives.com/t/s?6c45

A full-text copy of the Amended And Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?6c46

A full-text copy of the Indenture dated Oct. 5, 2010, is available
for free at http://ResearchArchives.com/t/s?6c47

A full-text copy of the Registration Agreement is available for
free at http://ResearchArchives.com/t/s?6c48

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation had total assets of $3,008,762,000, total
liabilities of $4,068,914,000, Class L Common Stock of
$1,413,958,000, and stockholders' deficit of $2,474,110,000 as of
June 30, 2010.

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.


WEST CORPORATION: Moody's Upgrades Ratings on Senior Loan to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

West's recent refinancing transactions included an extension of
$500 million of its existing senior secured term loan, an amended
$250 million revolving credit facility and the issuance of
$500 million of senior unsecured notes.

Moody's took these rating actions (LGD assessments revised):

  -- Upgraded $1.4 billion senior secured term loan B due
     2013/2016, to Ba3 (LGD 2, 25%) from B1 (LGD 3, 33%)

  -- Upgraded $650 million senior notes due 2014, to B3 (LGD 5,
     76%) from Caa1 (LGD 5, 83%)

  -- Affirmed $500 million senior secured term loan B due 2016,
     Ba3 (LGD 2, 25%)

  -- Affirmed $250 million amended revolving credit facility due
     2012-2016, Ba3 (LGD 2, 25%)

  -- Affirmed $500 million senior unsecured notes due 2018, B3
     (LGD 5, 76%)

  -- Affirmed $450 million senior subordinated notes due 2016,
     Caa1 (LGD 6, 94%)

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Affirmed Speculative Grade Liquidity Rating, SGL-2

  -- Withdrew $250 million senior secured revolving credit
     facility due 2012, B1 (LGD 3, 33%)

                        Ratings Rationale

The upgraded ratings on the existing secured credit facility
reflect less secured debt outstanding and greater debt cushion in
the form of additional senior notes upon the close of the
refinancing.  The upgraded ratings on the senior notes due 2014
reflect subordination to a lower balance of secured debt.

The B2 Corporate Family Rating reflects significant financial
leverage, revenue declines in certain agent-based service lines,
pricing pressures, and technology risks in automated service
lines.  The ratings are supported by the company's scale and
leading market positions, track record of revenue and
profitability growth in automated service lines, and stable
financial performance during 2009 and the first half of 2010
despite pressures from a difficult macro-environment.  Financial
strength metrics are broadly in line with the B2 rating category.

The stable outlook anticipates flat revenues, modest profitability
growth and a modest improvement in financial strength metrics over
the next year.  The ratings could be upgraded if improving
financial performance or debt reduction results in sustained Debt
to EBITDA and free cash flow to debt of about 5 times and 7%,
respectively.  The ratings could be pressured if pricing trends
worsen or significant client losses result in declining revenues
and operating margins.  A significant debt financed acquisition
that weakens credit metrics could also pressure the rating.  If
these conditions result in sustained Debt to EBITDA and free cash
flow to debt of greater than 7 times and less than 2%,
respectively, a downgrade is possible.

Based in Omaha, Nebraska, West is a leading provider of outsourced
communication solutions to clients in a variety of industries,
including telecommunications, banking, retail, financial services,
technology and healthcare.  The company operates in two business
segments, unified communications and communication services, and
reported revenues of approximately $2.4 billion in the twelve
month period ended June 30, 2010.


WILSHIRE COURTYARD: Calif. Loses Attempt to Collect More Taxes
--------------------------------------------------------------
WestLaw reports that the post-confirmation attempt by the
California Franchise Tax Board to recharacterize the transfer of
the partnership interests in a Chapter 11 debtor-partnership to
the reorganized debtor-limited liability company as a disguised
sale of the partnership interests would nullify the effect of the
governing bankruptcy law at the partner level in a scenario
involving the cancellation of debt income and ignore the interplay
between the governing bankruptcy law and the provisions of the
Internal Revenue Code allowing the debtor to exclude cancellation
of debt income from its realizable income.  The recharacterization
attempt was thus an impermissible collateral attack upon the order
confirming the debtor's plan.  In re Wilshire Courtyard, --- B.R.
----, 2010 WL 3463642 (Bankr. C.D. Cal.) (Bufford, J.).

Wilshire Courtyard operated two Class A commercial office
buildings and a parking garage located in Los Angeles, Calif., and
sought chapter 11 protection (Bankr. C.D. Calif. Case No. ) on
Jan. 8, 1997 -- the eve of a scheduled foreclosure by one of its
major secured creditors.  The court confirmed the debtor-
partnership's chapter 11 plan on Apr. 14, 1998.  Pursuant to the
plan, the debtor was restructured from a general partnership into
a limited liability company and continued to own and operate the
Properties.  The confirmation order specifically provided that the
plan and the transactions thereunder "do not provide for, and when
consummated will not constitute, the liquidation of all or
substantially all of the property of the Debtor's Estate. . . ."
Thereafter, the case was closed on October 22, 1998.  The case
remained closed for more than a decade, until it was reopened on
June 8, 2009, to review this discrete matter.

The Honorable Samuel L. Bufford has issued an order to the
Franchise Tax Board requiring it to show cause why it should not
be held in contempt for collaterally attacking and refusing to
comply with the plan confirmation order.


WORKFLOW MANAGEMENT: U.S. Trustee Forms 5-Member Creditors Panel
----------------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Workflow Management Inc., and its
affiliates.

The Creditors Committee members are:

1. David A. Berry (chairman)
   assistant general counsel
   Novation, LLC
   125 E. John Carpenter Freeway, Suite 1700
   Irving, TX 75062
   E-mail: dberry@novationco.com

2. Martin Sumner, principal
   The Carlyle Group
   1001 Pennsylvania Ave. NW, Suite 220 South
   Washington, DC 20004-2505
   E-mail: martin.sumner@carlyle.com

3. Tom Marchessault
   Business Card Service, Inc. (BCSI), chief operations officer
   3200 143rd Circle
   Burnsville, MN 55306
   E-mail: Tom.Marchessault@bsp-mail.com

4. Waid Ray, associate corporate counsel
   Corporate Legal Services
   350 N. Humphreys Blvd.
   Memphis, TN 38120
   E-mail: Waid.Ray@BMHCC.org

5. Daniel Martinez, credit manager
   Adecco Group NA
   175 Broad Hollow Road
   Melville, NY 11747
   E-mail: daniel.martinez@adeccona.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.

                     About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc. --
http://www.workflowone.com/-- fka Workflow Graphics, Inc., offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter
LLP is the Debtors' special counsel.  Kaufman & Canoles, P.C., is
the Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


W.R. GRACE: To Hold 3rd Quarter Investor Call on October 21
-----------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that on Thursday, October
21, it will release its third quarter financial results at 6:00
a.m. ET and will host a conference call and webcast at 12:00 p.m.
ET with management commentary and a question and answer session.

In their remarks, Fred Festa, Chairman, President and Chief
Executive Officer, and Hudson La Force, Senior Vice President and
Chief Financial Officer, will review third quarter results and
accomplishments.  To access the webcast, interested participants
can go to the Investor Information-Presentations portion of the
company's Web site, http://www.grace.com/on the day of the
conference call and click on the webcast link.

Those without access to the internet can listen to the remarks and
Q&A by dialing 1.866.362.5158 (international callers dial
+1.617.597.5397) and entering conference ID 29865249.  Investors
are advised to dial into the call at least ten minutes early in
order to register.  An audio replay will be available at 3:00 p.m.
ET on October 21.  The replay will be accessible by dialing
1.888.286.8010 (international callers dial +1.617.801.6888) and
entering conference call ID 25231863.

                         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)


* Ailing U.S. Cities Unlikely to Go Bankrupt, Experts Say
---------------------------------------------------------
American Bankruptcy Institute reports that restructuring experts
said that cities and local governments that are struggling with
gaping budget holes and piles of debt will likely raise taxes and
cut services rather than resort to bankruptcy.


* BOND PRICING -- For Week From October 4 to 8, 2010
----------------------------------------------------

  Company             Coupon        Maturity     Bid Price
  -------             ------        --------     ---------
155 E TROPICANA        8.750%       4/1/2012        5.375
ABITIBI-CONS FIN       7.875%       8/1/2009       14.000
ADVANTA CAP TR         8.990%     12/17/2026       12.000
AFFINITY GROUP        10.875%      2/15/2012       47.250
AHERN RENTALS          9.250%      8/15/2013       45.250
AMBAC INC              9.375%       8/1/2011       32.820
AMBASSADORS INTL       3.750%      4/15/2027       50.000
AMER GENL FIN          4.200%     10/15/2010       99.750
AMER GENL FIN          4.250%     10/15/2010       99.500
AMER GENL FIN          4.600%     10/15/2010       99.450
AMER GENL FIN          5.000%     10/15/2010       99.000
AT HOME CORP           0.525%     12/28/2018        0.016
BANK NEW ENGLAND       8.750%       4/1/1999       12.813
BANK NEW ENGLAND       9.875%      9/15/1999       12.625
BANKUNITED FINL        6.370%      5/17/2012        5.000
BLOCKBUSTER INC        9.000%       9/1/2012        3.190
BOWATER INC            6.500%      6/15/2013       28.500
BOWATER INC            9.500%     10/15/2012       29.000
BRODER BROS CO        11.250%     10/15/2010       98.000
C&D TECHNOLOGIES       5.500%     11/15/2026       69.000
CAPMARK FINL GRP       5.875%      5/10/2012       35.000
CELL GENESYS INC       3.125%       5/1/2013       35.000
CHAMPION ENTERPR       2.750%      11/1/2037        1.323
CHENIERE ENERGY        2.250%       8/1/2012       42.250
COLONIAL BANK          6.375%      12/1/2015        0.125
EDDIE BAUER HLDG       5.250%       4/1/2014        5.000
ELEC DATA SYSTEM       3.875%      7/15/2023       96.500
EVERGREEN SOLAR        4.000%      7/15/2013       40.500
F-CALL10/10            5.500%     10/20/2011       99.000
FAIRPOINT COMMUN      13.125%       4/1/2018        7.550
FAIRPOINT COMMUN      13.125%       4/2/2018        8.050
FEDDERS NORTH AM       9.875%       3/1/2014        0.500
FRANKLIN BANK          4.000%       5/1/2027        1.125
GENERAL MOTORS         7.125%      7/15/2013       33.500
GENERAL MOTORS         7.700%      4/15/2016       32.000
GENERAL MOTORS         9.450%      11/1/2011       28.000
GREAT ATLA & PAC       5.125%      6/15/2011       70.375
GREAT ATLA & PAC       6.750%     12/15/2012       54.542
INDALEX HOLD          11.500%       2/1/2014        0.750
INTL LEASE FIN         4.150%     10/15/2010       99.286
INTL LEASE FIN         4.400%     10/15/2010       99.450
INTL LEASE FIN         5.250%     10/15/2010       99.750
KEYSTONE AUTO OP       9.750%      11/1/2013       44.500
LEHMAN BROS HLDG       4.500%       8/3/2011       20.500
LEHMAN BROS HLDG       4.700%       3/6/2013       20.250
LEHMAN BROS HLDG       4.800%      2/27/2013       19.750
LEHMAN BROS HLDG       4.800%      3/13/2014       22.250
LEHMAN BROS HLDG       5.000%      1/22/2013       20.500
LEHMAN BROS HLDG       5.000%      2/11/2013       20.500
LEHMAN BROS HLDG       5.000%      3/27/2013       20.250
LEHMAN BROS HLDG       5.000%       8/3/2014       19.750
LEHMAN BROS HLDG       5.000%       8/5/2015       19.000
LEHMAN BROS HLDG       5.100%      1/28/2013       19.000
LEHMAN BROS HLDG       5.150%       2/4/2015       20.375
LEHMAN BROS HLDG       5.250%       2/6/2012       21.000
LEHMAN BROS HLDG       5.250%      1/30/2014       20.250
LEHMAN BROS HLDG       5.250%      2/11/2015       20.375
LEHMAN BROS HLDG       5.500%       4/4/2016       21.000
LEHMAN BROS HLDG       5.600%      1/22/2018       20.250
LEHMAN BROS HLDG       5.625%      1/24/2013       22.750
LEHMAN BROS HLDG       5.700%      1/28/2018       20.500
LEHMAN BROS HLDG       5.750%      4/25/2011       21.000
LEHMAN BROS HLDG       5.750%      7/18/2011       21.500
LEHMAN BROS HLDG       5.750%      5/17/2013       21.625
LEHMAN BROS HLDG       5.750%       1/3/2017        0.100
LEHMAN BROS HLDG       5.875%     11/15/2017       22.000
LEHMAN BROS HLDG       6.000%       4/1/2011       20.125
LEHMAN BROS HLDG       6.000%      7/19/2012       20.750
LEHMAN BROS HLDG       6.000%     12/18/2015       20.000
LEHMAN BROS HLDG       6.000%      2/12/2018       18.000
LEHMAN BROS HLDG       6.000%      2/12/2020       17.051
LEHMAN BROS HLDG       6.200%      9/26/2014       21.050
LEHMAN BROS HLDG       6.625%      1/18/2012       22.000
LEHMAN BROS HLDG       6.875%       5/2/2018       23.500
LEHMAN BROS HLDG       6.875%      7/17/2037        0.500
LEHMAN BROS HLDG       7.000%      4/16/2019       20.250
LEHMAN BROS HLDG       7.875%      11/1/2009       20.550
LEHMAN BROS HLDG       8.000%       3/5/2022       19.375
LEHMAN BROS HLDG       8.000%      3/17/2023       20.250
LEHMAN BROS HLDG       8.050%      1/15/2019       20.125
LEHMAN BROS HLDG       8.400%      2/22/2023       19.750
LEHMAN BROS HLDG       8.500%       8/1/2015       19.500
LEHMAN BROS HLDG       8.500%      6/15/2022       20.250
LEHMAN BROS HLDG       8.800%       3/1/2015       19.500
LEHMAN BROS HLDG       8.920%      2/16/2017       19.000
LEHMAN BROS HLDG       9.000%       3/7/2023       20.375
LEHMAN BROS HLDG       9.500%     12/28/2022       19.944
LEHMAN BROS HLDG       9.500%      1/30/2023       19.760
LEHMAN BROS HLDG       9.500%      2/27/2023       17.510
LEHMAN BROS HLDG      10.000%      3/13/2023       18.950
LEHMAN BROS HLDG      10.375%      5/24/2024       20.000
LEHMAN BROS HLDG      11.000%      6/22/2022       19.000
LEHMAN BROS HLDG      11.000%      3/17/2028       18.000
LEHMAN BROS HLDG      11.500%      9/26/2022       19.750
LEHMAN BROS HLDG      18.000%      7/14/2023       18.735
LEHMAN BROS INC        7.500%       8/1/2026       11.000
MAGNA ENTERTAINM       8.550%      6/15/2010       17.000
MERRILL LYNCH          1.722%       3/9/2011       98.500
NETWORK COMMUNIC      10.750%      12/1/2013       35.013
NEWPAGE CORP          10.000%       5/1/2012       52.500
NEWPAGE CORP          12.000%       5/1/2013       26.250
NORTH ATL TRADNG       9.250%       3/1/2012       60.000
PALM HARBOR            3.250%      5/15/2024       57.125
PHII-CALL10/10         7.125%      4/15/2013      103.000
RASER TECH INC         8.000%       4/1/2013       37.000
RESTAURANT CO         10.000%      10/1/2013       30.150
RESTAURANT CO         10.000%      10/1/2013       25.000
SPHERIS INC           11.000%     12/15/2012        1.000
STATION CASINOS        6.875%       3/1/2016        0.750
THORNBURG MTG          8.000%      5/15/2013        4.688
TIMES MIRROR CO        7.250%       3/1/2013       42.000
TRANS-LUX CORP         8.250%       3/1/2012       10.200
TRICO MARINE           3.000%      1/15/2027       11.000
TRICO MARINE SER       8.125%       2/1/2013       17.500
VISANT HOLDING C       8.750%      12/1/2013      103.730
WASH MUT BANK FA       5.125%      1/15/2015        0.625
WASH MUT BANK NV       5.950%      5/20/2013        0.652
WCI COMMUNITIES        4.000%       8/5/2023        1.000
WCI COMMUNITIES        7.875%      10/1/2013        0.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***