TCR_Public/101014.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 14, 2010, Vol. 14, No. 285

                            Headlines

AFC ENTERPRISES: BlackRock Reports 4.98% Equity Stake
ALI ELMEZAYEN: Case Summary & 16 Largest Unsecured Creditors
ALIMENTATION COUCHE-TARD: S&P Affirms 'BB+' Corp. Credit Rating
AMERICAN INT'L: Fairholme Holds 24.4% Equity Stake
AMERICAN INT'L: Starr International Disposes of 1,870 Shares

AMERICAN MEDIA: Exchange Offer to Expire Friday
AMES DEPARTMENT: Wants Plan Exclusivity Extended Until April 29
ANPATH GROUP: Posts $714,000 Net Loss in June 30 Quarter
AQUILEX HOLDINGS: Moody's Downgrades Corp. Credit Rating to 'B3'
BARZEL INDUSTRIES: Still Evaluating Feasibility of Plan

BEAVER BROOK: Case Summary & 5 Largest Unsecured Creditors
BINFORD MEDICAL: Files for Bankruptcy to Avert Forced Sale
BINFORD MEDICAL: Case Summary & 20 Largest Unsecured Creditors
BOSTON GENERATING: Gets Go Signal for Constellation-Led Auction
BRIDGEPORT REDEVELOMENT: Case Summary & 16 Largest Unsec Creditors

BROOKSTONE INC: Makes New Offer for Second-Lien Note Exchange
BROOKSTONE INC: Moody's Downgrades Default Rating to 'Ca'
BROWN'S CHICKEN: Pop-Grip Bids $265,000 for Restaurant Chain
BYERS ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
CHINA VILLAGE: Section 341(a) Meeting Scheduled for Nov. 10

CIENA CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
CLEAN HARBORS: S&P Affirms 'BB' Corporate Credit Rating
CMC LLC: Bankruptcy Court OKs Reorganization Case Dismissal
COLUMBIA SUSSEX: Said to Sell 14 Hotels to Blackstone Group
COMPASSIONATE CARE: Case Summary & 20 Largest Unsecured Creditors

CONSOLIDATED HORTICULTURE: Files for Chapter 11 Protection
CONSOLIDATED HORTICULTURE: Case Summary & Largest Unsec. Creditors
CPJFK LLC: Court Extends Schedules Deadline to Nov. 3
CPJFK LLC: Section 341(a) Meeting Scheduled for Nov. 18
CUSTOM CABLE: Judge Approves Deal on Sale Proceeds

DEEP CREEK: Petro Viking Reveals Qualifying Transaction Updates
DELTEK INC: Moody's Affirms Corporate Family Rating at 'B1'
DELTEK INC: S&P Affirms Corporate Credit Rating at 'BB-'
DISABILITY ACCESS: Earns $47,494 in June 30 Quarter
DONALD HUGHES: Case Summary & 9 Largest Unsecured Creditors

DONN CAMPBELL: Case Summary & 6 Largest Unsecured Creditors
DUNE ENERGY: UBS Disposes of 223,431 Shares
EASTMAN KODAK: Jotwani, Legg Don't Hold Securities
EASTMAN KODAK: McCorvey to Replace Sklarsky as CFO and EVP
EASTMAN KODAK: Fitch Gives Negative Outlook, Affirms 'B-' Rating

EMMIS COMMS: Zazove Holds 1.02% of Class A Common Stock
ENERGY FUTURE: KKR Pushing Buffett, Debtholders to Take Loss
FIBERTECH NETWORKS: S&P Assigns 'B' Corporate Credit Rating
FIREFOX MERGER: Moody's Assigns 'B2' Corporate Family Rating
FPD LLC: Wants to Hire Delaware Claims Agency as Noticing Agent

FREDDIE MAC: Foreclosure Logjam Threatens to Create Losses
GENERAL MOTORS: To Price IPO Shares at Around $20 Each
GREENFIELD POWER: Moody's Withdraws 'B1' Senior Secured Rating
HARRISBURG, PA: Applies for State's Oversight Program
HIGHLAND HOSPITALITY: In Talks for One-Month Forbearance

HOTI ENTERPRISES: Files for Chapter 11 in White Plains
INDEPENDENCE TAX III: Posts $463,400 Net Loss in June 30 Quarter
IVAN HAUGH: Case Summary & 15 Largest Unsecured Creditors
JACKSON HEWITT: Posts $19.2 Million Net Loss in July 31 Quarter
JEFFERSON COUNTY: Receiver to Try to Avoid Bankruptcy

KENTUCKY USA: Files Chapter 11 Petition
KING PHARMACEUTICALS: Moody's Reviews 'Ba3' Corp. Family Rating
KRATOS DEFENSE: Moody's Retains 'B3' Corporate Family Rating
KRAVE ENTERTAINMENT: Starts Accepting Bids for Assets
LAKESIDE DFW: Voluntary Chapter 11 Case Summary

LAS VEGAS GAMING: Jon Berkley Resigns as CEO and President
LAS VEGAS MONORAIL: Defends Bid to Keep Control of Bankruptcy
LAWRENCE MEERS: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Ex-Exchequer Chancellor Vetoed Barclays Deal
LEHMAN BROTHERS: LBSF Wants to Enforce Stay Against PT Mobile-8

LEHMAN BROTHERS: LBSF Commences Lawsuit Against PT Mobile-8
LEHMAN BROTHERS: Proposes Claims Settlement With Ambac
LEHMAN BROTHERS: Proposes Settlement With Danske Bank
LEHMAN BROTHERS: Proposes Settlement With SCC Trustee
LEHMAN BROTHERS: Wins Nod of Compromise With SunCal Debtors

MASTER CRAFTERS: Case Summary & 20 Largest Unsecured Creditors
MOUNT CLEMENS: Voluntary Chapter 11 Case Summary
MOUNTAIN RESORT: Court Disapproves Outline for Reorganization Plan
MYRNA KATZ: Voluntary Chapter 11 Case Summary
NAKNEK ELECTRIC: Section 341(a) Meeting Scheduled for Nov. 1

NAKNEK ELECTRIC: Taps Erik LeRoy as Bankruptcy Counsel
NAKNEK ELECTRIC: Wants Energy & Resource as Financial Advisor
NAKNEK ELECTRIC: Wants to Hire Kempell Huffman as Special Counsel
NATIONAL ENVELOPE: To Shut Down Worcester Plant by December 9
PACIFIC ENERGY: Judge Allows Union Oil $22 Million Claim

PETTERS COMPANY: Trustee Sues JPMorgan, Others in Clawback Bid
PERPETUA INC: Seeks Time to Craft Exit Plan Amid Surveys
POZAMENT CORPORATION: Case Summary & 11 Largest Unsec Creditors
PRINCETON SURGERY: Case Summary & 20 Largest Unsecured Creditors
QIMONDA AG: Seeks to Intervene In Row Over Units IP Deal

REOSTAR ENERGY: Posts $474,600 Net Loss in June 30 Quarter
RIVER WEST: Can Use BofA's Cash Collateral Until October 28
RIVER WEST: Submits BoA-Backed Plan of Liquidation
ROBERT BERISH: Voluntary Chapter 11 Case Summary
SALPARE BAY: Plan Outline Hearing Scheduled for November 4

SARGENT RANCH: Plan Promises Full Payment of Unsecureds by 2017
SAVANNAH OUTLET: Asks for Court's Nod to Use Cash Collateral
SAVANNAH OUTLET: Section 341(a) Meeting Scheduled for Nov. 2
SAVANNAH OUTLET: Taps Cohen Pollock as Bankruptcy Counsel
SAVANNAH OUTLET: Wants to Hire Bulovic Law as Local Co-Counsel

SEAN PICHELMAN: Case Summary & 20 Largest Unsecured Creditors
SHERRILL MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
SHUBH HOTELS: Bankruptcy-Exit Plan Hinges on Shift to Wyndham
SKILLED HEALTHCARE: S&P Raises Corporate Credit Rating to 'B'
SOUTHEAST BANKING: Wants Dec31 Extension for Plan to Take Effect

SOUTHEAST TELEPHONE: Plan to Take Effect After Sale Licenses
SPANSION INC: Seeks Lenders' Approval to Use $85 Million Cash
STATES INDUSTRIES: Can Sell Property to Hanlon Family Trust
SW BOSTON: Can Access Lenders' Cash Collateral Until November 26
TEAM ONE: Case Summary & 20 Largest Unsecured Creditors

TEXAS COMPETITIVE: Fitch Assigns 'B'/RR2 Rating on $336 Mil. Notes
THOMPSON PUBLISHING: Gets Final Approval for $3 Million Loan
THOMPSON PUBLISHING: Stalking Horse Veto Power Extension Junked
TRIBUNE CO: Aurelius Objects to Claims Settlement
TRIBUNE CO: Pitches $420M Settlement for Bondholder Debt

U.P. HOTEL: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: District Court Vacates Order on ADA Claims
US AIRWAYS: Had $2.49 Billion Cash at June 30
US AIRWAYS: Repurchases 93% Outstanding 7% Senior Con. Notes
US AIRWAYS: UsAir, Delta Want Asset Swap Ruling Reevaluated

VEBLEN WEST: Equity Owners Promise 100% Recovery for Unsecureds
VITESSE SEMICONDUCTOR: Kopp Investment Holds 7.2% Stake
WASHINGTON MUTUAL: Receives $4.77BB in Treasury Tax Refund Accord
XM SATELLITE: Commences Cash Tender Offer for 2013 Notes
ZF MICRO: Case Summary & 14 Largest Unsecured Creditors

* Recovery Prospects on Corp. Debt Rose Through First 3 Qtrs.
* S&P: US Nonfinancial Corporate Default Pace Slows in Q3

* Murray & Burnaman Form New Advisory Practice
* Peter B. Pope Joins Jenner & Block as a Partner in New York

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

AFC ENTERPRISES: BlackRock Reports 4.98% Equity Stake
-----------------------------------------------------
BlackRock Inc. disclosed in a regulatory filing that as of
September 30, 2010, it may be deemed to beneficially own 1,273,241
shares or roughly 4.98% of the common stock of AFC Enterprises
Inc.

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

The Company's balance sheet at July 11, 2010, showed
$114.5 million in total assets, $33.0 million in current
liabilities, $85.5 million in total long-term liabilities, and a
$4.0 million stockholders' deficit.

                          *     *     *

AFC carries a 'B1' corporate family rating from Moody's Investors
Service and 'B+' issuer credit ratings from Standard & Poor's.


ALI ELMEZAYEN: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ali Elmezayen
          aka All Day Towing
              Ali Sayed
        9928 Compton Boulevard
        Los Angeles, CA 90002

Bankruptcy Case No.: 10-53505

Chapter 11 Petition Date: October 11, 2010

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

Debtor's Counsel: Henry D. Paloci, Esq.
                  HENRY D. PALOCI III PA
                  2060 Ave De Los Arboles, #D
                  P.O. Box 490
                  Thousand Oaks, CA 91362
                  Tel: (239) 229-9599
                  Fax: (866) 565-6345
                  E-mail: hpaloci@hotmail.com

Scheduled Assets: $268,614

Scheduled Debts: $1,132,721

A list of the Debtor's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-53505.pdf


ALIMENTATION COUCHE-TARD: S&P Affirms 'BB+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it removed its ratings on
Laval, Quebec-based Alimentation Couche-Tard Inc. from CreditWatch
with negative implications, after the company's unsolicited bid
for Casey's General Stores Inc. (not rated) expired on Sept. 30,
2010.  The ratings had been placed on CreditWatch April 9, 2010.

At the same time, Standard & Poor's affirmed its ratings on ACT,
including its 'BB+' long-term corporate credit rating on the
company.  The outlook is positive.

"The positive outlook reflects S&P's view of ACT's stronger
profitability, which is contributing to lower debt leverage," said
Standard & Poor's credit analyst Donald Marleau.

The ratings on ACT reflect Standard & Poor's view of the
fragmented and highly competitive nature of the convenience store
(c-store) industry, as well as what S&P considers a significant
financial risk profile characterized by growth through
acquisitions that could periodically boost leverage and some
earnings instability associated with volatile gasoline prices.  On
the other hand, ACT has what S&P views as a strong market position
in the North American c-store segment, a solid merchandising
program, and an attractive portfolio of real estate, as well as a
proven track record of evaluating and integrating acquisitions.

ACT is the second-largest independent c-store operator in North
America with about 5,900 stores, although this accounts for less
than 4% of the industry's stores.  The c-store industry is highly
fragmented and has low barriers to entry, but ACT enjoys one of
the strongest positions in the industry, enhanced by the brand
equity of its banners, the quality of its real estate, and
efficiencies stemming from the breadth of its operations.

The positive outlook reflects Standard & Poor's view that stronger
earnings, lower debt leverage, and steady free cash flow should
enable ACT to sustain investment-grade credit measures,
characterized by debt to EBITDA of 2.5x-3.0x, funds from
operations to debt of more than 25%, and EBITDA interest coverage
of more than 5.0x.  As such, S&P believes management's financial
discipline in growing by acquisition will be a key determinant in
its raising the rating to investment-grade.  S&P believes ACT's
strong market position in North America will continue to insulate
the company from pressure on its margins and credit metrics amid a
continued difficult operating environment.  On the other hand, a
deterioration in operating performance or a significant debt-
financed acquisition leading to a weakening of credit metrics,
including adjusted debt to EBITDA in excess of 3.5x, could
pressure the outlook or ratings.


AMERICAN INT'L: Fairholme Holds 24.4% Equity Stake
--------------------------------------------------
Fairholme Capital Management, L.L.C., disclosed in a regulatory
filing that as of October 4, 2010, it may be deemed to
beneficially own 32,909,500 shares or roughly 24.4% of the common
stock of American International Group Inc.

Last week, the Fairholme Fund provided a firm indication of
interest to invest approximately $1 billion in the initial public
offering of AIG unit, AIA Group Limited.  Bruce R. Berkowitz,
Founder and Managing Member of Fairholme, said in a statement
Fairholme is investing in AIA because American International
Assurance Company Limited has served and protected millions of
individuals throughout Asia for nearly 80 years.  Such a heritage,
networked with the company's 350,000 agents and employees, forms
the foundation for a trusted, household name to expand with some
of the fastest growing regions of the world.

                             About AIG

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

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

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


AMERICAN INT'L: Starr International Disposes of 1,870 Shares
------------------------------------------------------------
Starr International Inc., disclosed in a Form 4 filing with the
Securities and Exchange Commission that it disposed of 1,870
shares of common stock of American International Group, Inc., on
October 10, 2010, reducing its stake to 13,977,265 AIG common
shares.  Starr said the distribution was made pursuant to the
Starr International Company, Inc. Deferred Compensation Profit
Participation Plan.

                             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 MEDIA: Exchange Offer to Expire Friday
-----------------------------------------------
American Media Operations, Inc.'s offer to exchange all of its
outstanding 14% Senior Subordinated Notes due 2013 for a
combination of cash and shares of common stock, par value $0.0001
per share, of AMI, and cash tender offer for all of AMO's
outstanding 9% Senior PIK Notes due 2013, is scheduled to expire
5:00 p.m., New York City time, on October 15, 2010, unless further
extended by AMO.

In conjunction with the Offers, AMO is soliciting consents from
eligible holders of the Notes to certain amendments to the
applicable indenture governing the Notes.

The Consent Solicitations also expire October 15.

As of 5:00 p.m., New York City time, on September 29, 2010,
approximately $344.2 million principal amount of Subordinated
Notes, or approximately 96.7% of the outstanding aggregate
principal amount of the Subordinated Notes, had been validly
tendered in the Exchange Offer, and approximately $23.7 million
principal amount of PIK Notes, or approximately 99.9% of the
outstanding aggregate principal amount of PIK Notes, had been
validly tendered in the Cash Tender Offer.

As reported by the Troubled Company Reporter, American Media said
on July 2, that it had reached an agreement with more than
90% of its bondholders/shareholders for the company's debt in
connection with the debt-for-equity exchange.

The actual launch of the exchange offering occurred July 15.  The
consummation of the offers is conditioned upon the satisfaction or
waiver of certain conditions as is customary in these types of
deals.

AMI is offering to exchange all of its outstanding 14% Senior
Subordinated Notes due 2013 for a combination of cash and shares
of common stock of American Media, Inc.  Bondholders are being
offered $269.52 in cash and 335.62 shares of AMI common stock for
each $1,000 of principal amount exchanged.  The total aggregate
principal amount of outstanding subordinated notes as of the
launch of the exchange is approximately $356 million.

AMI is also offering to purchase each $1,000 principal amount of
its $23.7 million aggregate principal amount of outstanding PIK
Notes for $1,020.

AMI projects that its debt will be reduced by $200 million and its
leverage reduced from 7.2x to 5.1x following the transaction.  AMI
said the transaction gives it significant flexibility, with $50
million of free cash flow on a pro forma basis.

Moelis & Company served as AMI's financial advisor in the
transaction.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S. These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

In June 2010, Standard & Poor's Ratings Services lowered its
rating on Boca Raton, Fla.-based American Media Inc. to 'D' from
'CCC.'  The ratings downgrade reflects American Media's ongoing
deferral of its May 1, 2010 interest payment on the 14% notes.
The Company stated that 75% of noteholders consented that the
May 1, 2010 interest payment be deferred until June 21, 2010.

In July 2010, Moody's Investors Service downgraded American Media
Operations, Inc.'s Probability of Default Rating to 'Ca' from
'Caa2' following the company's announcement that it has commenced
an exchange offer for all of its 14% Senior Subordinated Notes due
2013.  In conjunction with the exchange announcement, Moody's put
on review for possible upgrade all other ratings given the
expected decrease in debt obligations by approximately $200
million net of expected fees and related expenses.

The downgrade of the PDR to 'Ca' reflects Moody's view that
American Media's proposed offer for all of the $355.8 million
outstanding 14% Senior Subordinate Notes, if successfully
concluded, is an effective distressed exchange event of default.


AMES DEPARTMENT: Wants Plan Exclusivity Extended Until April 29
---------------------------------------------------------------
BankruptcyData.com reports that Ames Department Stores filed with
the U.S. Bankruptcy Court a motion seeking to extend the period
during which the Company can solicit acceptances for its
Chapter 11 Plan through and including April 29, 2011.

According to the motion, the Company seeks this extension because
all parties require time to ensure that the estates will be
administratively solvent and therefore warrant solicitation of
votes in favor of the Plan.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on December 6, 2004.

A full-text copy of Ames' Chapter 11 Plan is available at no
charge at:

         http://bankrupt.com/misc/ames_chapter_11_plan.pdf

A full-text copy of Ames' Disclosure Statement is available at no
charge at:

      http://bankrupt.com/misc/ames'_disclosure_statement.pdf

                       About Ames Department

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on
December 30, 1992.


ANPATH GROUP: Posts $714,000 Net Loss in June 30 Quarter
--------------------------------------------------------
Anpath Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $714,012 on $90,668 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$1.1 million on $141,400 of revenue for the same period ended
June 30, 2009.

The Company's balance sheet at June 30, 2010,showed $1.5 million
in total assets, $4.6 million in total liabilities, and a
stockholders' deficit of $3.1 million.

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

               http://researcharchives.com/t/s?6c6e

                       About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., produces disinfecting, sanitizing
and cleaning products designed to help prevent the spread of
infectious microorganisms, while minimizing the harmful effects to
people, application surfaces and the environment.

The Company filed for Chapter 11 bankruptcy protection on May 20,
2010 (Bankr. D. Del. Case No. 10-11652), pursuant to which it
proposed a plan of reorganization.  Mark E. Felger, Esq., at
Cozen O'Connor, assists the Company in its restructuring effort.
The Company disclosed $1,548,646 in assets and $3,536,825 in
Liabilities in its schedules.

The Plan proposes a restructuring of the debt and other claims
against the Company vis-a-vis the interests of its current
shareholders.  Before it was filed, the Company sought the support
of its principal creditors for the Plan that was being proposed.
In connection with this initiative, a super-majority of the Senior
Secured Class of creditors, including Anpath Lending, and a super-
majority of the investors holding more than 50% of the Convertible
Notes all signed the Plan Support Agreement.


AQUILEX HOLDINGS: Moody's Downgrades Corp. Credit Rating to 'B3'
----------------------------------------------------------------
Moody's Investors service has downgraded Aquilex Holdings, LLC CFR
to B3.  The company's revolver and Term Loan A were downgraded to
Ba3 from Ba2 and the company's $225 million sub notes were
downgraded to Caa1 from B3.  The ratings outlook remains negative.

                        Ratings Rationale

The ratings downgrade reflects the significant weakness in the
company's revenues and profitability caused by the weak global
economy and the resulting substantial customer deferral of
projects.  The downgrade reflects the expectation that the
company's free cash flow generation, interest coverage, and
overall credit metrics will remain under pressure over the
intermediate term as its customers are likely to remain cautious
on their procurement policies.

Downgrades/Assessment changes:

Issuer: Aquilex Holdings LLC

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3 from
     Ba2, LGD changed to LGD2, 20% from LGD2, 21%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     from B3, LGD changed to LGD5, 76% from LGD5, 77%

The ratings outlook is negative.

The negative ratings outlook reflects ongoing weakness in demand,
weakened coverage metrics, and uncertainty surround the timing and
level where the company's credit metrics may stabilize.

The ratings may be downgraded if the room under the company's
covenants deteriorates, if free cash flow is negative for two
consecutive quarters, or if leverage increases to over 7.5x.
The ratings outlook may be stabilized if the company was able to
show an improvement in its leverage metrics for at least two
quarters and if the company had adequate room under its covenants.
The transformation of the company's backlog into positive earnings
growth could also result in positive ratings traction.

The last rating action was March 15, 2010 when Moody's rated the
Aquilex's new $225 million senior secured credit facilities Ba3
and affirmed Aquilex's Corporate Family and Probability of Default
rating at B2 and assigned a negative ratings outlook.

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
leading provider of service, repair and overhaul services, and
industrial cleaning services to the energy and power generation
sectors.  Revenues for the LTM period through June 30, 2010 were
approximately $430 million.


BARZEL INDUSTRIES: Still Evaluating Feasibility of Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barzel Industries Inc. is seeking a March 18
expansion of the exclusive right to propose a Chapter 11 plan.  A
hearing on the request for a fourth extension is scheduled for
Oct. 26.  As it did in the prior two extension motions, Barzel
said it continues to evaluate whether "a liquidating plan is
appropriate and feasible."

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as the Debtors' legal counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.


BEAVER BROOK: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Beaver Brook Village, LLC
        1105 Lakeview Avenue
        Dracut, MA 01826

Bankruptcy Case No.: 10-45054

Chapter 11 Petition Date: October 11, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Edward C. Dial, Jr., Esq.
                  THE SCHREIBER LAW FIRM, LLC
                  53 Stiles Road, Suite A102
                  Salem, NH 03079
                  Tel: (603) 893-3426
                  Fax: (603) 870-0077

                  E-mail: edial@schreiblaw.com

                       -- and --

                  Jeffrey A. Schreiber, Esq.
                  THE SCHREIBER LAW FIRM, LLC
                  53 Stiles Road, Suite A102
                  Salem, NH 03079
                  Tel: (603) 870-5333
                  Fax: (603) 870-0077
                  E-mail: kboyd@schreiblaw.com

Scheduled Assets: $7,892,937

Scheduled Debts: $11,282,013

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-45054.pdf

The petition was signed by Frank J. Gorman, Sr., managing member.


BINFORD MEDICAL: Files for Bankruptcy to Avert Forced Sale
----------------------------------------------------------
Binford Medical Developers, LLC, filed for Chapter 11 on October
6, 2010 in Indianapolis, Indiana (Bankr. S.D. Ind. Case No. 10-
15091).

Binford Medical is the developer of an unfinished medical office
complex on Binford Boulevard in Indianapolis.  The Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
debts in its Chapter 11 petition.

Indianapolis Business Journal reports that Binford Medical sought
bankruptcy protection to prevent a forced sale of the the 17-acre
property at 65th Street and Binford Boulevard to collect unpaid
property taxes.

A person with knowledge of the matter said the move buys time for
the developer to close on a settlement with its original
construction lender and a new loan to finish the first building in
the so-called Binford Medical Complex, relates the Business
Journal.

According to the Journal, the first building in the $32-million,
five-building complex was about 95% complete when lender USA
Capital filed for bankruptcy in April 2006.  By that point, USA
Capital had provided only $7.4 million of an $8.5 million loan it
had promised.


BINFORD MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Binford Medical Developers, LLC
        6620 Binford Medical Drive
        Indianapolis, IN 46220

Bankruptcy Case No.: 10-15091

Chapter 11 Petition Date: October 6, 2010

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

Judge: Basil H. Lorch, III

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  BINGHAM, FARRER & WILSON
                  342 Massachusetts Avenue, Suite 300
                  Indianapolis, IN 46204
                  Tel: (317) 261-4740, Ext. 321
                  Fax: (317) 261-4740
                  E-mail: ehopper@bfwlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-15091.pdf

The petition was signed by Kenneth E. Schmidt, managing member.


BOSTON GENERATING: Gets Go Signal for Constellation-Led Auction
---------------------------------------------------------------
Boston Generating, LLC received approval from the United States
Bankruptcy Court for the Southern District of New York on
October 9, 2010 for bidding procedures that will guide the process
for the sale of the Company's assets.

As part of its Chapter 11 sale process, BostonGen entered into an
asset purchase agreement with "stalking horse" bidder
Constellation Energy for the 2,950 MW fleet, the third largest
power generating portfolio in the New England region.  Under the
terms of the asset purchase agreement, Constellation Energy agreed
to purchase BostonGen's assets for approximately $1.1 billion.
The sale of the Company's assets is expected to be consummated
through the bankruptcy proceedings and Constellation Energy's bid
is considered the price to beat in an asset auction.

Parties now have an opportunity to compete with Constellation
Energy's bid.  BostonGen has retained J.P. Morgan Securities Inc.
to act as its financial advisor in connection with the auction
process and will be broadly distributing sales materials as part
of the process.

"We are pleased to have received the bankruptcy court's approval
to move forward with the auction process in a timely and orderly
fashion," said Mark Sudbey, Chief Executive Officer of US Power
Generating Company, BostonGen's parent company.  "BostonGen is a
solid operation and this auction process will allow us to remain
on track to emerge from bankruptcy on schedule and to position the
assets for long term success."

                     About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

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


BRIDGEPORT REDEVELOMENT: Case Summary & 16 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Bridgeport Redevelopment Inc.
        520 Success Avenue
        Bridgeport, CT 06610

Bankruptcy Case No.: 10-52406

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ira B. Charmoy, Esq.
                  ZELDES NEEDLE & COOPER
                  1000 Lafayette Blvd
                  P.O. Box 1740
                  Bridgeport, CT 06601
                  Tel: (203) 333-9441
                  Fax: (203) 333-1489
                  E-mail: icharmoy@znclaw.com

Scheduled Assets: $1,024,103

Scheduled Debts: $3,984,577

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-52406.pdf

The petition was signed by Richard Urban, president.


BROOKSTONE INC: Makes New Offer for Second-Lien Note Exchange
-------------------------------------------------------------
Brookstone Company, Inc. has executed a Supplemental Indenture
amending the Indenture that governs its 12% Second Lien Senior
Secured Notes due 2012 to eliminate all the covenants other than
those requiring payment of principal and interest on the 2012
Notes when it is due, to eliminate all the Events of Default other
than those relating to failure to pay principal and interest on
the 2012 Notes when it is due, to release the collateral for the
2012 Notes, and to change the title of the 2012 Notes to "12%
Unsecured Notes due 2012."

These amendments will become operative when Brookstone pays for
the 2012 Notes that are tendered in response to its offer to
acquire 2012 Notes for cash (subject to proration) or in exchange
for new 13% Second Lien Senior Secured Notes due 2014, which is
expected to occur on or about October 25, 2010.

When the amendments effected by the Supplemental Indenture become
operative, the 2012 Notes will be unsecured and the assets that
secured the 2012 Notes, which are substantially all the assets of
Brookstone and its subsidiaries, will secure the new 2014 Notes.

At 5:00 p.m. New York City time on October 12, 2010, $154,394,000
principal amount of 2012 Notes had been validly tendered in
response to Brookstone's Amended Offer and not withdrawn.

                     About Brookstone

Brookstone, Inc. is an innovative product development and
specialty lifestyle retail company that operates more than 300
Brookstone Brand stores nationwide and in Puerto Rico. Typically
located in high-traffic regional shopping malls and airports, the
stores feature unique and innovative consumer products. The
Company also operates a Direct Marketing business that includes
the Brookstone catalog and an e-commerce Web site at
http://www.brookstone.com/

Brookstone is principally owned by three sponsors, Osim
International, J.W. Childs, and Temasek Holdings. In accordance
with the terms governing its publicly held debt, the Company
issues quarterly and annual reports under SEC guidelines.

For the 13-week period ended April 3, 2010, Brookstone reported a
loss from operations of $17.0 million, compared to a loss from
operations of $20.8 million for the comparable 13-week period last
year.  Brookstone reported total net sales of $69.7 million, a
13.5% increase from the comparable 13-week period of 2009.

As of April 3, 2010, Brookstone has assets of $360.21 million
against debts of $270.27 million.

Brookstone carries a 'ccc' corporate credit rating from Standard &
Poor's.


BROOKSTONE INC: Moody's Downgrades Default Rating to 'Ca'
---------------------------------------------------------
Moody's Investors Service downgraded Brookstone Inc.'s Probability
of Default Rating to Ca from Caa2 and affirmed its Corporate
Family Rating of Caa2.  The downgrade of the PDR reflects Moody's
view of the company's announcement to exchange its senior secured
notes due 2012, at a discount, as a distressed exchange.  The
company's short term liquidity assessment remains unchanged at
SGL-4.

These ratings were changed:

  -- Probability of Default Rating downgraded to Ca from Caa2

These ratings were affirmed and assessments updated:

  -- Corporate Family Rating affirmed at Caa2

  -- $170 million 12% Second Lien Senior Secured Notes due 2012
     LGD assessment change to Caa3 (LGD3, 30%) from Caa3 (LGD5,
     73%)

  -- SGL affirmed at SGL - 4

The ratings outlook is negative

                        Ratings Rationale

This action follows the company's announcement of a tender offer
for its 12% second lien secured notes due 2012 in exchange for
cash and new 13% second lien secured notes due 2014.  Under the
terms of the exchange offer, current bond holders can elect to
receive cash (subject to a maximum of $20 million being available
for cash payments) or new notes, at rates of 97.5% and 90% of par,
respectively.

The existing ratings reflect Moody's estimate of recovery in
default, and upside is unlikely in the near term.  At the close of
the exchange, Moody's will assign a Ca/LD to Brookstone's PDR to
reflect the limited default, and concurrently withdraw the rating
on the 2012 notes.

The "LD" designation will be removed approximately three days
after the rating action, at which time all of the company's
ratings will be withdrawn.


BROWN'S CHICKEN: Pop-Grip Bids $265,000 for Restaurant Chain
------------------------------------------------------------
Sandra Guy at Sun-Times Media reports that Pop-Grip LLC, a newly
formed Illinois limited liability company and affiliated with
former vice president of Brown's Chicken, has offered $265,000 for
the Company's restaurant chain, surpassing BAB Inc.'s $250,000
bid.

Sun-Times Media says a third bid for the Company's assets was
submitted but not details were available.  The bids still must be
reviewed and will be considered at an upcoming auction, at which
time the bidders may increase their offers.

Brown's operates 38 restaurants, of which two are company-owned.
The rest are franchised.  The company was forced to file for
Chapter 11 bankruptcy in December 2009 after a DuPage County judge
ruled in favor of a former co-owner.  Judge Kenneth Popejoy ruled
in October 2009 that Thomas Kennefick, Brown's 37-year former vice
president and minority owner, was owed $882,000 for his share in
the company.  Mr. Kennefick owned 36% of the company's stock,
while Frank Portillo Jr., Brown's chairman and co-founder, owns
64%.


BYERS ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Byers Electrical Construction, LLC
        800 Ceneco Blvd.
        Clayton, NJ 08312

        Frank J. Byers
        204 Bishop Road
        Richwood, NJ 08074

Bankruptcy Case No.: 10-13205

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Donna L. Harris, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499
                  Fax: (302) 442-7046
                  E-mail: dharris@phw-law.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13205.pdf

The petition was signed by Frank J. Byers, member.


CHINA VILLAGE: Section 341(a) Meeting Scheduled for Nov. 10
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of China
Village, LLC's creditors on November 10, 2010, at 12:30 p.m.  The
meeting will be held at U.S. Federal Building, 280 S 1st Street
#130, San Jose, CA 95113.

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.

Milpitas, California-based China Village, LLC, filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Calif.
Case No. 10-60373).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen And Jacobson, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


CIENA CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit and senior unsecured ratings on optical network
equipment manufacturer Ciena Corp. on CreditWatch with negative
implications.  At the same time, S&P assigned its 'B' senior
unsecured rating to the company's new proposed convertible note
issue, and placed that rating on CreditWatch also.  The recovery
rating of '4' on all senior unsecured debt is unchanged.

"The acquisition and integration of Nortel's Metro Ethernet
business remains in the early stages and while the track record is
extremely short, operating trends are largely in line with S&P's
expectations of nominal EBITDA generation in the first few
quarters of integration," said Standard & Poor's credit analyst
Lucy Patricola.  Adjusted EBITDA generation was about $19 million
in the July quarter and S&P expects it to decline somewhat in the
October quarter.  S&P is expecting additional cost savings and
some revenue growth to result in stronger EBITDA measures in the
2011 fiscal year.

"However, S&P had expected that the cash drain related to the
integration would be limited to about $180 million of integration
costs and that the combined company would be operating cash flow
neutral throughout the integration phase," added Ms.  Patricola.
S&P expected that cash balances would be depleted to about
$450 million and gradually recover.  It appears that cash balances
are likely to be reduced below this level, given that cash was
$470 million as of July and $93 million of integration costs have
been incurred to date.

Liquidity is a key rating factor, given the absence of meaningful
EBITDA generation until economies of scale are fully recognized
and some growth is realized.  Still, S&P notes that the proposed
new issue achieves some prefunding of the 2013 maturity which is
positive, and the company will benefit from enhanced liquidity.
In resolving the CreditWatch, S&P will evaluate near-term
expectations for negative cash flows.  S&P will also assess the
prospects of future operating trends and the likelihood of
meaningful deleveraging through EBITDA growth.  Because of the
company's track record of cash flow-neutral operations and S&P's
belief that liquidity will remain more than sufficient for
operations, S&P is likely to limit any potential downgrade to one
notch.


CLEAN HARBORS: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'BB' corporate credit rating, on Norwell,
Mass.-based Clean Harbors Inc.  At the same time, S&P revised its
outlook to positive from stable.

"The outlook revision reflects S&P's view that the company's
financial risk profile is likely to strengthen following the
Sept. 28, 2010, partial redemption of its senior secured second-
lien notes, which reduced debt by about $30 million," said
Standard & Poor's credit analyst James Siahaan.  "The rating
action also incorporates S&P's view that cash flow will remain
healthy even exclusive of the contribution from higher margin work
related to the Gulf Coast oil spill."

The rating on Clean Harbors reflects an improved financial risk
profile (including environmental liabilities), an acquisition-
oriented growth strategy, and some susceptibility to economic
cycles.  The company's leading competitive position in the
hazardous waste management industry and adequate liquidity with a
favorable debt maturity schedule partially offset these factors.
S&P characterize Clean Harbors' business profile as fair and its
financial profile as significant.

Clean Harbors is one of the largest providers of environmental
services and the largest operator of nonnuclear hazardous waste
treatment facilities in North America.  Following the company's
acquisition of Canadian industrial maintenance and oil and gas
services provider Eveready Inc. in July of 2009, S&P estimates
revenues to be more than $1.6 billion.


CMC LLC: Bankruptcy Court OKs Reorganization Case Dismissal
-----------------------------------------------------------
The Hon. Benjamin Cohen of the U.S. Bankruptcy Court for the
Northern District of Alabama dismissed the Chapter 11 case of CMC
LLC.

The Bankruptcy Administrator asked the Court to convert the
Debtor's case to Chapter 7, or in the alternative, dismiss with a
180 day injunction on refiling.

Alabaster, Alabama-based CMC, LLC, filed for Chapter 11 bankruptcy
protection on December 23, 2009 (Bankr. N.D. Ala. Case No. 09-
07455).  Steven D. Altmann, Esq., at Najjar Denaburg, P.C.,
assists the Debtor in its restructuring effort.  The Company
estimated assets at $10 million to $50 million in assets and
$1 million to $10 million in liabilities in its petition.


COLUMBIA SUSSEX: Said to Sell 14 Hotels to Blackstone Group
-----------------------------------------------------------
The Wall Street Journal's Kris Hudson and Lingling Wei report that
Blackstone Group LP is taking aim at 14 hotels owned by Kentucky
businessman Bill Yung III's Columbia Sussex Corp.

According to the Journal, people familiar with the matter said
Blackstone is buying at a significant discount about $300 million
of junior debt on the 14 upscale hotels owned by Columbia Sussex.
The properties include the Atlanta Marriott Downtown, the Hilton
Fort Lauderdale Airport and the Sheraton Baltimore City Center,
among others.  Blackstone sold the hotels to Columbia Sussex for
$1.4 billion in 2006.

According to the Journal, the move puts Blackstone in position to
wrest control of the hotels.

The Journal relates that according to debt-research company Trepp
LLC, Columbia Sussex is struggling with more than $2 billion of
debt on its 62 hotels.  According to the Journal, Mr. Yung is
trying to pare Columbia Sussex's debt by selling 15 hotels to
Clearview Hotel Trust, a new company planning an initial public
offering of stock to raise money for the purchase.  However,
Clearview's IPO hasn't yet taken place five months after the
company filed its initial prospectus.  Meanwhile, $205 million of
debt that Columbia Sussex intends to address with the Clearview
deal was to come due in July but has been extended several times
in anticipation of the Clearview IPO, according to Clearview's
amended prospectus.

Mr. Yung also is losing at least two hotels -- the Westin
Casuarina Hotel and Spa in Las Vegas and a Marriott in Mobile,
Ala. -- to foreclosure by his lenders, according to Trepp.  Those
forfeitures come after Mr. Yung made an ill-timed foray into
casinos, buying Tropicana parent Aztar Corp. in 2007 for $2
billion, then losing the Atlantic City Tropicana's gambling
license in 2008 and ultimately losing the entire Tropicana
subsidiary in bankruptcy court.

According to the Journal, Blackstone's move could prolong Mr.
Yung's pain.  The 14 hotels that Blackstone has targeted carry
more than $1 billion of debt that came due Tuesday with no
remaining extension options.  It is unlikely that Mr. Yung
refinanced the loan, given the difficulty in getting financing for
properties with declining cash flow.

The Journal relates the debt on those 14 hotels is split between a
$540 million securitized mortgage and some $500 million in
mezzanine debt that is subordinate to the mortgage.  The Journal
says the debt that Blackstone bought is the junior-most of the
mezzanine debt.  To gain ownership of the hotels, Blackstone would
need to "cure," or bring current, any defaulted loans that are in
line ahead of the debt Blackstone holds.


COMPASSIONATE CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Compassionate Care Animal Hospital, Inc.
          aka Judith Funk Animal Hospital, P.A.
              EIN 26-1239648
        7425 Jolly Lane North
        Brooklyn Park, MN 55428

Bankruptcy Case No.: 10-47532

Chapter 11 Petition Date: October 8, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Randall K. Strand, Esq.
                  RANDALL K. STRAND PA
                  1700 W. Highway 36, Suite 200
                  Roseville, MN 55113
                  Tel: (612) 788-2555
                  E-mail: rstrand@mnbiz.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-47532.pdf

The petition was signed by Judith Funk, Esq.


CONSOLIDATED HORTICULTURE: Files for Chapter 11 Protection
----------------------------------------------------------
Hines Nurseries LLC and certain of its affiliates has filed
voluntary petitions in U.S. Bankruptcy Court for the District of
Delaware for relief under Chapter 11 of the U.S. Bankruptcy Code.

Hines Nurseries has been exploring restructuring options in recent
months, including efforts to extend a line of credit for purposes
of continuing its operations.

The Company noted that it has worked diligently to resolve its
liquidity and financing issues that were brought on by greater
than expected declines in revenue.  This decline in revenue stems
primarily from weaker consumer demand for nursery products due to
the overall sustained general weak economic conditions and
significant increases in production and distribution costs within
the industry.

As a result, to protect the interests of all of its stakeholders,
the Company's Board of Directors decided to file for court-
supervised protection under Chapter 11.

In support of this process, the Company said that, subject to
approval of the Bankruptcy Court it has secured $5 million in
interim debtor-in-possession financing, and expects to have up to
$20 million on a final basis subject to court execution of
definitive documentation and subject to final Bankruptcy Court
approval.  The Company noted in its filing that it believes that
Chapter 11 protection and the financing it secured should enable
it to continue operations in the ordinary course.  To that end,
the Company is seeking approval from the Bankruptcy Court for a
variety of First Day Motions, including requests to make wage and
salary payments and provide other benefits to current employees.
The motions filed by the Company are typical in most Chapter 11
filings.  The Company intends to pay providers of goods and
services purchased and delivered post-petition in the ordinary
course of business.

The Company would like to thank its customers and vendors for
their continued support during this process. The Company does not
anticipate an interruption in services, and believes that its
customers can continue to place, with confidence, their orders for
the spring 2011 season.  The Hines management team and its Board
of Directors also appreciate the ongoing loyalty of its employees,
whose dedication and hard work are critical to its success and to
the future of the Company.

he Company disclosed assets of $179.3 million and debt totaling
$86.7 million, according to Bloomberg News.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.

In addition to being the owner, Black Diamond affiliate Black
Diamond Commercial Finance LLC is a secured creditor holding all
of the $8 million term loan and $16 million subordinated loan.  In
addition, Black Diamond has 53% of the $48.6 million asset-backed
loan.

According to Bloomberg News, the new Chapter 11 case is to be
financed with a $20 million loan from Black Diamond that will have
priority over existing secured debt.  The existing secured lenders
are consenting to being primed.  On an interim basis, $5 million
will be available.  Court papers, Mr. Rochelle relates, say that
definitive documents on the loan are being worked out.

                  About Hines Nurseries LLC

Hines Nurseries LLC -- http://www.hineshort.com/-- is the leading
operator of commercial nurseries in North America, producing one
of the broadest assortments of container-grown plants in the
industry.  The Company sells nursery products primarily to the
retail segment, which includes premium independent garden centers,
as well as leading home centers and mass merchandisers.


CONSOLIDATED HORTICULTURE: Case Summary & Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Consolidated Horticulture Group LLC
          aka New Hines Parent Company LLC
              Hines Nurseries LLC
        12621 Jeffrey Road
        Irvine, CA 92620

Bankruptcy Case No.: 10-13308

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     New Hines Parent Company LLC          10-13309
     Hines Nurseries LLC                   10-13310

Type of Business: Consolidated Horticulture Group LLC operates
                  nursery facilities located in Arizona,
                  California, Oregon and Texas.  Through its
                  affiliate, the company produces and distributes
                  horticultural products.

                  Web site: http://www.hineshorticulture.com/

Chapter 11 Petition Date: October 12, 2010

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

Debtors' Counsel: Laura Davis Jones, Esq.
                  Timothy P. Cairns, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 North Market Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel.: (302) 652-4100
                  Fax : (302) 652-4400
                  E-mail: ljones@pszyj.com
                          tcairns@pszjlaw.com

Debtors'
Claims Agent:     Epiq Bankruptcy Solutions LLC

Estimated Assets: $100 million to $500 million

Estimated Debts:  $50 million to $100 million

The petition was signed by Stephen Thigpen, president and chief
executive officer.

Consolidated Horticulture's List of 30 Largest Unsecured
Creditors:

Entity/Person                 Nature of Claim      Claim Amount
-------------                 ---------------      ------------
The Irvine Company            Rent                  $342,272
Dept. 6001-6011
Los Angeles, CA 90084-6001

Leonard's Express, Inc.       Trade Debt            $332,998
P.O. Box 25130
Farmington, NY 14425-0130


Ball Seed Co., Inc.           Trade Debt            $308,977
622 Town Rd.
W. Chicago, IL 60185


Myers Industries Inc.,        Trade Debt            $284,316
Lawn & Garden Group

The Hartford                  Trade Debt            $227,216

Nursery Supplies, Inc.        Trade Debt            $190,020

American Nursery              Trade Debt            $139,758
Services, Inc.

Target Specialty              Trade Debt            $127,588
Products, Inc.

Bill Moore & Company          Trade Debt            $125,149
Inc.

Paul Ecke Ranch               Trade Debt            $107,897

Infocrossing, LLC             Trade Debt             $87,079

Integracolor, Ltd.            Trade Debt             $83,490

VIS Seed Company,             Trade Debt             $83,404
Inc.

Rainbow Municipal             Trade Debt             $77,077
Water District

CTI International             Trade Debt             $76,133
Ltd.

Penske Truck Leasing          Trade Debt             $74,203
Co., Inc.

John Henry Co., Inc.          Trade Debt             $74,203

Landemark Plastics,           Trade Debt             $71,367
Inc.

International Nursery         Trade Debt             $70,615
Products

Karriers, Inc.                Trade Debt             $69,650

Container Centralen           Trade Debt             $66,451
(CC), Inc.

Central Refrigerated          Trade Debt             $65,586
Service, Inc.

C & H Transit, Inc.           Trade Debt             $60,500

OSI Consulting, Inc.          Trade Debt             $58,100

Ruben M. Garcia, Inc.         Trade Debt             $56,440

Monrovia Nursery Company      Trade Debt             $56,096

Syngenta Seeds, Inc           Trade Debt             $54,873

Foremost Co., Inc.            Trade Debt             $50,377

Pacific Gas and               Trade Debt             $47,667
Electric Company

Advanced Systems Group        Trade Debt             $46,349


CPJFK LLC: Court Extends Schedules Deadline to Nov. 3
-----------------------------------------------------
The Hon. Paul. W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia has extended, at the behest of CPJFK,
LLC, the deadline to file schedules of assets and liabilities,
financial statements, statement of financial affairs, and related
materials until November 3, 2010.

The Debtor said that it would take additional 15 days through and
including November 3, for the Debtor to analyze and compile the
information needed to complete the Debtor's initial filings.  The
Debtor is in the process of assembling the necessary information
and anticipates that it will be in a position to complete and file
the initial filings in the next 30 days.

Atlanta, Georgia-based CPJFK, LLC, filed for Chapter 11 bankruptcy
protection on October 4, 2010 (Bankr. N.D. Ga. Case No. 10-89928).
John A. Moore, Esq., at The Moore Law Group, LLC, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


CPJFK LLC: Section 341(a) Meeting Scheduled for Nov. 18
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of CPJFK,
LLC's creditors on November 18, 2010, at 10:00 a.m.  The meeting
will be held at Third Floor - Room 363, Richard B. Russell
Building, 75 Spring Street, SW, Atlanta, GA 30303.

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.

Atlanta, Georgia-based CPJFK, LLC, filed for Chapter 11 bankruptcy
protection on October 4, 2010 (Bankr. N.D. Ga. Case No. 10-89928).
John A. Moore, Esq., at The Moore Law Group, LLC, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


CUSTOM CABLE: Judge Approves Deal on Sale Proceeds
--------------------------------------------------
A bankruptcy judge approved a deal that Custom Cable Industries
Inc. struck with its creditors as to how the proceeds from the
company's sale will be used, Dow Jones' DBR Small Cap reports.

Founded in 1980, Custom Cable Industries, Inc. --
http://www.customcable.com/-- manufactures and installs audio,
video and fiber-optic cables.

Custom Cable filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-18478) on July 30, 2010.  Michael P. Horan,
Esq., and Stephanie C. Lieb, Esq., at Trenam Kemker Scharf Barkin
Frye, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in the Chapter 11 petition.


DEEP CREEK: Petro Viking Reveals Qualifying Transaction Updates
---------------------------------------------------------------
Mr. Irvin Eisler, President of Petro Viking Energy Inc., a capital
pool company, provided updates in connection with Petro's
previously announced qualifying transaction with Deep Creek Oil &
Gas Inc.

                         Private Placement

Petro and Deep Creek have engaged Wolverton Securities Ltd. in
connection with a proposed financing by way of a private
placement, on a commercially reasonable efforts agency basis, of
up to 10,000,000 common shares at a price per Share of CDN$0.30
for aggregate gross proceeds of up to CDN$3,000,000.  Petro and
Deep Creek have granted the Agent an over- allotment option to
accept subscriptions for up to an additional 1,500,000 Shares at a
price equal to the Issue Price.  If exercised, such additional
Shares will be issued on the closing date of the private
placement.

The Offering will be conducted in conjunction with the proposed
qualifying transaction of Petro whereby Petro will acquire all of
the issued and outstanding securities of Deep Creek by way of a
three cornered amalgamation with Petro's wholly owned subsidiary,
as previously disclosed on August 31, 2010.

In connection with the Offering, Petro has agreed to pay a
commission to Wolverton in the amount of 8% of the gross proceeds
received from the Offering, payable in cash, Shares or a
combination at the Agent's election, except for the proceeds
raised with respect to the subscription by certain investors
referred to Wolverton by Petro or Deep Creek, in which case the
commission will be reduced to 4% of the proceeds raised from such
Investor, Petro will also issue compensation options entitling
Wolverton to purchase that number of Shares equal to 8% of the
aggregate number of Shares issued and sold by Wolverton pursuant
to the Offering, except with respect to the number of Shares sold
to the Investors, in which case the number of Agent's Options will
be reduced to 6% of the number of Shares sold to such Investors.
The Agent's Option's will be exercisable at a price of $0.30 per
share for a period of 24 months from the closing date of the
transaction. In addition, Petro will pay Wolverton a corporate
finance fee and all reasonable expenses incurred by Wolverton in
connection with the Offering.

An agreement to carry out the Offering on the part of Wolverton
should not be construed as any assurance with respect to the
merits of the QT or the likelihood of completion.

Closing of the Offering is subject to customary conditions
including TSX Venture Exchange approval and closing of the QT. Any
securities issued pursuant to the Offering will be subject to a
hold period of four months and one day after closing of the
Offering under applicable Canadian securities laws.

                 About Deep Creek Oil & Gas Inc.

Deep Creek was incorporated on November 29, 2006 and was formed to
operate as an oil and gas exploration, development and production
of petroleum and natural gas company in Canada.  Since that time,
Deep Creek has completed initial financings, implemented an
operational structure and business plan, acquired various working
interests in Alberta and Saskatchewan, and completed certain
corporate reorganizations.

Deep Creek encountered financial difficulties and suffered a
reduction of revenue due to falling oil and gas prices in the
global economic crisis in 2008 and 2009.  Deep Creek filed a
Notice of Intention to make a proposal under the Bankruptcy and
Insolvency Act on March 19, 2009.  The proposal was made on June
18, 2009 pursuant to the provisions of Part III, Division I of the
BIA. On June 23, 2010, Deep Creek emerged from creditor protection
upon the completion and fulfillment of the restructuring proposal
approved by Deep Creek's bankruptcy trustee and creditors on
July 23, 2009.

After emerging from creditor protection, Deep Creek's unaudited
interim financial statements for the second quarter ended June 30,
2010 showed revenue of $310,282, a net loss of $278,514, working
capital of $8,725 and total assets of $2,311,954.  Based on Deep
Creek's audited financial statements for the year ended December
31, 2009, and prior to emerging from creditor protection under the
BIA, Deep Creek had revenue of $960,098, a net loss of $1,002,110,
working capital deficit of $2,575,099 and total assets of
$2,693,931.


DELTEK INC: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------------
Moody's affirmed Deltek's current ratings including its B1
corporate family rating and assigned B1 ratings to its proposed
senior debt facilities.  The new facilities will be used to
refinance existing debt, to replenish cash used for the
acquisition of INPUT and for general corporate purposes.  While
the debt issuance will modestly increase leverage, the overall
leverage levels are expected to remain within an acceptable range
for a B1 rating.  The ratings outlook remains positive.

                     Ratings Rationale

INPUT is outside of Deltek's traditional software business, but
provides a government contract market intelligence offering
complementary to Deltek's strong lineup of software and services
tailored to that industry, particularly its recently acquired
GovWin business.  INPUT works on a subscription based digital
media model, which while different than Deltek's
license/maintenance software model, should provide predictable
cash flow streams.

The INPUT acquisition is the second significant acquisition
announced by Deltek this year after the $73 million Maconomy A/S
acquisition which closed in July 2010.  Although the company is
expected to continue to make acquisitions, Moody's expects the
pace will slow.

The B1 corporate family rating continues to reflect Deltek's
leadership position providing enterprise software specifically
tailored to federal government contractors and architectural and
engineering firms, strong cash generating capabilities and
moderate leverage.  The strength of Deltek's entrenchment in the
government market combined with relatively conservative credit
metrics implies ratings within the Ba rating category.  However,
the challenges experienced by the A&E business through the
downturn, the company's relatively modest size, and integration
risks of its acquisitions, keep the rating in the B1 category.

The ratings could face upward pressure if the company can
successfully integrate its latest acquisitions, demonstrate
sustained recovery in its core businesses and de-lever.  The
ratings outlook could be returned to stable if the pace of
acquisitions were to continue its recent trend.

These ratings were affirmed:

  -- Corporate family rating: B1

  -- Probability of default: B2

  -- $23 million senior secured revolving credit facility due
     April 2013: B1, LGD3 (32%)

  -- $152 million (as of June 30, 2010) senior secured term loan
     due April 2011 and April 2013: B1, LGD3 (32%)

  -- Speculative liquidity rating: SGL-2

These ratings were assigned:

  -- Proposed $30 million senior secured revolving credit facility
     due Oct 2015: B1, LGD3 (33%)

  -- Proposed $190 million (as of June 30, 2010) senior secured
     term loan due Oct 2016: B1, LGD3 (33%)

  -- Ratings outlook: positive

Ratings on the existing senior debt will be withdrawn at closing
of the new facilities.

Headquartered in Herndon, Virginia, Deltek is a producer of
project focused enterprise software predominantly to the mid-size
enterprise market within government contracting and architecture
and engineering end-markets.  Deltek had approximately
$263 million in revenue for the last twelve months ended June 30,
2010.


DELTEK INC: S&P Affirms Corporate Credit Rating at 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Herndon, Va.-based Deltek Inc.  The
outlook is stable.

At the same, S&P assigned a preliminary 'BB' issue-level rating
and preliminary '2' recovery rating to Deltek's proposed
$220 million first-lien senior secured credit facility, consisting
of a $30 million revolving credit facility due 2015 and a
$190 million term loan B due 2016.  The preliminary '2' recovery
rating indicates S&P's expectations for substantial (70%-90%)
recovery for lenders in the event of a payment default.  The
company intends to use proceeds from the new senior secured
facility to refinance its existing debt.

"The affirmation follows Deltek's recent announcement that it was
acquiring INPUT Inc., a provider of government contracting data
bases and market research, for $60 million in cash, and
refinancing its existing credit facility," said Standard & Poor's
credit analyst Alfred Bonfantini.  Upon successful syndication of
the proposed $190 million term loan and $30 million revolving
credit facility, S&P expects debt (pro forma for the
refinancing)to latest-12-month EBITDA to approach  3.0x from 2.5x
at June 30, 2010.  In S&P's view, this increase in leverage does
not materially affect the company's significant financial profile,
characterized by moderate leverage and good discretionary cash
flow.

"While recent acquisitions have helped to diversify Deltek's
product offerings," added Mr. Bonfantini, "S&P still characterize
its business profile as weak given its limited operational scale,
narrow business focus in a highly competitive industry, and S&P's
expectations for continued softness in the company's architectural
and engineering end markets."


DISABILITY ACCESS: Earns $47,494 in June 30 Quarter
---------------------------------------------------
Disability Access Corporation filed its quarterly report on Form
10-Q, reporting net income of $47,494 on $454,834 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$175,186 on $165,935 of revenue for the same period last year.

The Company's balance sheet at June 30, 2010, showed $1.7 million
in total assets, $994,999 in total liabilities, and stockholders'
equity of $720,643.

As reported in the Troubled Company Reporter on July 7, 2010,
Lynda R. Keeton CPA, LLC, in Henderson, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009.  The independent
auditors noted that the Company has working capital deficiencies
and continued net losses.

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

               http://researcharchives.com/t/s?6c6f

                      About Disability Access

North Las Vegas, Nev.-based Disability Access Corporation
-- http://www.adaconsultants.com/-- presently has one subsidiary
company, Disability Access Consultants, Inc.  Disability Access
Consultants offers a full range of accessibility compliance
services for assistance in compliance with the requirements of
mandated and recommended services for individuals with
disabilities in accordance with federal, state and local laws and
regulations.


DONALD HUGHES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donald C. Hughes
        348 Blanca Avenue
        Tampa, FL 33606

Bankruptcy Case No.: 10-24501

Chapter 11 Petition Date: October 11, 2010

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

Debtor's Counsel: Leon A. Williamson, Jr. Esq.
                  LEON A WILLIAMSON, JR., P.A.
                  2304 E. Fletcher Avenue
                  Tampa, FL 33612
                  Tel: (813) 374-2285
                  Fax: (813) 374-2289
                  E-mail: leonwill@gte.net

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

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

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24501.pdf


DONN CAMPBELL: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donn M. Campbell
        367 N. Lima Street
        Sierra Madre, CA 91024
        Tel: (909) 709-1742

Bankruptcy Case No.: 10-52565

Chapter 11 Petition Date: October 4, 2010

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

Judge: Sheri Bluebond

Debtor's Counsel: Roseann Frazee, Esq.
         FRAZEE/LARON
         123 N Lake Ave., Suite 200
         Pasadena, CA 91101
         Tel: (626) 744-0263
         Fax: (626) 744-0548
         E-mail: RoseAnn@frazeelaron.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-52565.pdf


DUNE ENERGY: UBS Disposes of 223,431 Shares
-------------------------------------------
UBS AG disclosed in a Form 4 filing that it disposed of 223,431
shares of Dune Energy Inc., reducing its stake to 11,304,143
shares.

UBS said the number of Common Shares beneficially owned consists
of 10,321,942 Common Shares underlying 10% Senior Redeemable
Convertible Preferred Stock and 982,201 Common Shares.  As of
October 6, 2010 each share of Preferred Stock converts into
114.2857 Common Shares.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's. S&P said in April 2010
that "the company's heavy debt burden makes the prospects of a
distressed exchange or bankruptcy a distinct possibility."
Dune Energy has a 'Ca' corporate family rating from Moody's.


EASTMAN KODAK: Jotwani, Legg Don't Hold Securities
--------------------------------------------------
Pradeep Jotwani, senior vice president of Eastman Kodak Co., and
Kyle P. Legg, a Kodak director, disclosed in separate Form 3
filings that they don't hold Kodak securities.

As reported by the Troubled Company Reporter on September 28,
2010, Kodak said Mr. Legg, former chief executive officer of Legg
Mason Capital Management, was elected to the company's Board of
Directors, effective immediately.

                        About Eastman Kodak

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

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

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

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


EASTMAN KODAK: McCorvey to Replace Sklarsky as CFO and EVP
----------------------------------------------------------
Frank S. Sklarsky, Chief Financial Officer and Executive Vice
President of Eastman Kodak Company, on Thursday advised the
Company of his intention to resign from the Company effective
November 5, 2010.

On October 7, 2010, the Company's Board of Directors elected
Antoinette P. McCorvey, 53, as Chief Financial Officer and Senior
Vice President, effective November 5.

Ms. McCorvey has served as Kodak's Director of Investor Relations
since 2007 and is a Vice President. From 2006 to 2007, Ms.
McCorvey was the Finance Director of the Company's Consumer
Digital Group and from 2003 to 2006 she was Director of Corporate
Financial Planning and Analysis.  Ms. McCorvey joined Kodak in
1999 as Assistant Controller and Finance Director for the
Company's Imaging Materials Group.  Prior to joining Kodak, Ms.
McCorvey was Vice President and General Manager of the Nylon
Plastics, Polymers & Industrial Fibers business of Solutia, Inc.
From 1979 to 1996, she held various finance roles with Monsanto
Company. Ms. McCorvey received her MBA and BS in Accounting and
Finance from the University of West Florida.

In connection with her election, the Executive Compensation and
Development Committee of the Board approved the following
compensation arrangements for Ms. McCorvey during its meeting on
October 7, 2010: (a) an annual base salary of $450,000; (b) a
target performance bonus equal to 75% of her base salary under the
Executive Compensation for Excellence and Leadership Plan, if
earned; and (c) a one-time grant of 15,000 stock options.  In
addition, Ms. McCorvey agreed to waive her rights to receive a tax
gross payment in the event of a change in control under the
Company's Executive Protection Plan.

Ms. Sklarsky, who joined Kodak in 2006 from Conagra Foods Inc.,
will participate in the company's third-quarter conference call on
Oct. 28.

                        About Eastman Kodak

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

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

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

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


EASTMAN KODAK: Fitch Gives Negative Outlook, Affirms 'B-' Rating
----------------------------------------------------------------
Fitch Ratings has revised Eastman Kodak Company's Rating Outlook
to Negative from Stable and affirmed the company's ratings:

  -- Issuer Default Rating at 'B-';
  -- Senior secured revolving credit facility at 'BB-/RR1';
  -- Senior secured 2nd priority debt at 'BB-/RR1';
  -- Senior unsecured debt at 'B+/RR2'.

Fitch's actions affect approximately $1.6 billion in total debt,
including available undrawn amounts under the RCF.

The Negative Outlook reflects Kodak's continued struggles to gain
traction in its digital business segments as secular declines
accelerate in the traditional film business.  After restructuring
its debt portfolio in March of 2010, Kodak gained limited
financial flexibility by pushing out its next significant debt
maturity until $340 million is due in 2013.  However, revenue,
cash flow, and operating margin deterioration have continued amid
ongoing restructuring efforts.  With the upcoming holiday season
coming off soft performance in 2009, significant continued
operating performance deterioration in the face of stabilizing
consumer demand and recovery in business spending may lead to
further negative rating actions.

Kodak's ratings reflect:

  -- Expectations that growth and margin expansion in Kodak's
     digital businesses necessary to offset rapid secular decline
     in the high margin traditional film businesses will remain
     challenging even as consumer and business spending stabilize;

  -- Significant competition and pricing pressure facing the
     company, in particular the Consumer Digital Imaging Group,
     from rivals with established market positions and greater
     financial resources than Kodak;

  -- Accelerating declines of the company's traditional high
     margin film, photofinishing, and entertainment group (FPEG)
     as digital substitution continues at a faster-than expected
     pace in movie theaters and other areas;

  -- Kodak's continued reliance on non-recurring intellectual
     property licensing revenue which has provided a significant
     portion of digital revenues in recent years, while future
     licensing revenues remain highly uncertain;

  -- Significant liquidity reserves, with $1.3 billion in cash and
     approximately $200 million available in the RCF to offset
     $1.4 billion in debt outstanding.

  -- Fitch's expectations that the company will not generate
     positive free cash flow in the foreseeable future due
     primarily to lower revenue and operating profit, compounded
     by cash restructuring payments and pension liability
     payments;

  -- Credit metrics have improved in the first half of June 2010
     due to significant non-recurring licensing revenues and may
     stabilize in the back half due largely to the seasonal nature
     of the consumer-based business. Fitch estimates that leverage
     including non-recurring IP licensing revenues (total
     debt/operating EBITDA) was 1.1 times at June 30, 2010,
     compared with 2.10x at year-end 2009. Excluding non-recurring
     licensing revenues, leverage was 11.5x at June 30, 2010
     compared with 119.0x at year end 2009.  Interest coverage
     including non-recurring licensing revenues (operating EBITDA/
     gross interest expense) increased from 4.7x in 2009 to 7.7x
     in the second quarter of 2010 (2Q'10).  Excluding non-
     recurring licensing revenues, interest coverage was 0.7x and
     0.1x at June 30, 2010 and year end 2009, respectively.

Negative rating actions could occur if:

  -- Free cash flow over the next several quarters continues to
     decline, resulting in a substantial reduction in cash
     balances.

As a result of last years financial restructuring, Kohlberg Kravis
& Roberts Co. L.P. obtained 40 million shares of Kodak stock which
would give KKR a 13% ownership stake in the company if exercised.
Additionally, KKR instated two members on Kodak's board of
directors.

After its recent debt restructuring and with $1.3 billion of cash
on hand, Kodak has some flexibility to continue to fund its
working capital needs, restructuring initiatives and investments
in the consumer inkjet, commercial inkjet, and enterprise
solutions businesses in an effort to improve profitability.
Although the company has approximately $40-$60 million of annual
maturities, the next large maturity is not until a $340 million
maturity in 2013.  Additionally Kodak's Graphic Communications
Groups, while still unprofitable, has grown in revenue and
expanded its margins thanks to management's efforts.  However,
medium-term free cash flow generation is expected to remain
pressured, as weak customer demand resulting from the economic
downturn compounds the company's already significant secular
challenges.  Going forward, Fitch's primary focus will continue to
be Kodak's FCF generating capabilities, which will depend on a
return to profitability via top line growth as well as its ongoing
restructuring initiatives.  Fitch will focus particularly on
4Q'10, as this is normally when Kodak generates the majority of
its annual free cash flow.

Liquidity on June 30, 2010 consisted of approximately $1.3 billion
of cash and cash equivalents and an undrawn $500 million senior
secured RCF (approximately $367 million net of letters of credit).
The amended facility is asset-based, with a maximum capacity of
$500 million, based on the company's borrowing base consisting of
designated percentages of eligible receivables, inventory, real
property and equipment.  At June 30, 2010, $207 million was
available under the facility.  Financial covenants under the
amended facility include a minimum $250 million of U.S.-based
cash, as well as a minimum 1.1x fixed charge coverage ratio in the
event that excess availability is below $100 million.  As of
June 30, approximately 25% of RCF capacity matures in October
2010, with the remainder maturing in March 2012.

The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in a liquidation, rather than
a going-concern, scenario.  In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively.  Additionally, Fitch estimates the value
of Kodak's intellectual property at $250 million based on $100
million in revenue in perpetuity at a 40% discount rate.  Fitch
arrives at an adjusted reorganization value of $1.4 billion after
subtracting administrative claims.  Based upon these assumptions,
the 'RR1' for Kodak's secured bank facility and senior secured
second-lien debt reflects Fitch's belief that 100% recovery is
realistic.  Pro forma for the unsecured debt, Fitch estimates that
the unsecured debt would recover slightly more than 80% of its
value after the secured debt was repaid.  As a result, this
supports the 'RR2' (71%-90% recovery) for the senior unsecured
debt.

Total debt was approximately $1.4 billion as of July 2, 2010, and
consisted of:

  -- $300 million senior notes due 2013;

  -- $400 million of senior unsecured convertible notes due 2017;

  -- $500 million of senior secured second-lien notes due 2018;

  -- Approximately $200 million of various term notes with
     maturities from 2010-2013.


EMMIS COMMS: Zazove Holds 1.02% of Class A Common Stock
-------------------------------------------------------
Incline Village, Nevada-based Zazove Associates, LLC, Zazove
Aggressive Growth Fund, L.P., and Steven M. Kleiman, Zazove's
chief operating offer, disclosed in a regulatory filing that
during the previous 60 days, they acquired 21,379 shares of 6.25%
Series A Cumulative Convertible Preferred Stock of Emmis
Communications Corporation on the open market as follows:

     Trade Date            Shares Purchased    Price per Share
     ----------            ----------------    ---------------
     September 21, 2010         13,000              $17.59
     September 22, 2010          8,279              $17.25
     September 24, 2010            100              $16.28

Zazove beneficially owns 138,477 shares of 6.25% Series A
Cumulative Convertible Preferred Stock, which are convertible into
337,883 shares of Class A Common Stock, which represent 1.02% of
the Class A Common Stock.  The percentage is based on 32,913,373
shares of Class A Common Stock outstanding as of June 16, 2010, as
disclosed in the Company's Schedule 14d-9 filed on June 23, 2010,
plus 337,883 Class A Common Stock that would be issued upon
conversion of the 138,477 shares of 6.25% Series A Preferred
Stock, $0.01 par value, of the Emmis held by Zazove.

On September 30, 2010, the lock-up agreement signed on July 9,
2010, by Zazove, Double Diamond Partners LLC, R2 Investments, LDC,
DJD Group LLC, Third Point LLC, the Radoff Family Foundation,
Bradley L. Radoff, and LKCM Private Discipline Master Fund, SPC --
the Locked-Up Holders -- expired according to its terms.   With
the expiration of the Lock-Up Agreement, Zazove may no longer be
deemed to be a member of a group with the other Locked-Up Holders
within the meaning of Rule 13d-5(b) under the Securities Exchange
Act of 1934, as amended.

Zazove acquired and continues to hold Emmis shares for investment
purposes.  Depending on market conditions and other factors that
Zazove may deem material to its investment decisions, Zazove may
sell all or a portion of its shares, or may purchase additional
securities of Emmis, on the open market, in a private transaction,
as part of a cash tender offer or exchange offer, or otherwise.
Any such purchases or sales may be made at any time without prior
notice.

Zazove has determined that it currently expects its holdings and
any future acquisitions of shares of Class A Common Stock to be
held in the ordinary course of its business and neither with the
purpose nor the effect of changing or influencing the control of
the issuer, nor in connection with or as a participant in any
transaction having such purpose or effect.  Therfore, going
forward, Zazove will file reports regarding its holdings of the
Class A Common Stock on Schedule 13G in accordance with the
applicable rules issued under the Exchange Act.

As reported by the Troubled Company Reporter, a group of holders
of Preferred Stock -- which includes Double Diamond Partners LLC,
Zazove Aggressive Growth Fund, L.P., R2 Investments, LDC, DJD
Group LLC, Third Point LLC, the Radoff Family Foundation, Bradley
L. Radoff, LKCM Private Discipline Master Fund, SPC and Kevin A.
Fight -- on July 9, 2010, entered into a written lock-up agreement
pursuant to which, among other things, each of the Locked-Up
Holders agreed to: (1) vote or cause to be voted any and all of
its shares of Preferred Stock against the Proposed Amendments; (2)
restrict dispositions of Preferred Stock; (3) not enter into any
agreement, arrangement or understanding with any person for the
purpose of holding, voting or disposing of any securities of the
Company, or derivative instruments with respect to securities of
the Company; (4) consult with each other prior to making any
public announcement concerning the Company; and (5) share certain
expenses incurred in connection with their investment in the
Preferred Stock, in each case during the term of the Lock-Up
Agreement.  The Lock-Up Holders collectively own 1,074,915 shares
of Preferred Stock, representing approximately 38.3% of the issued
and outstanding shares of Preferred Stock.

Since the announcement of the Lock-Up Agreement, representatives
of JS Acquisition, the Company and Alden Global, which hold Class
A shares of Emmis, have been in discussions with representatives
of the Locked-Up Holders in an effort to obtain the approval of
the Locked-Up Holders with respect to the Proposed Amendments.
The Locked-Up Holders requested various changes to the terms of
the Transactions.

As reported by the Troubled Company Reporter on October 1, 2010,
Jeffrey H. Smulyan, president, treasurer and secretary of JS
Acquisition Inc. and JS Acquisition LLC, on September 29 sent a
notice to Emmis and its lawyers at Davis Polk & Wardwell LLP,
terminating the parties' agreement and plan of merger.

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

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

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

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

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

                           About Emmis

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

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

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

                           *     *     *

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

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


ENERGY FUTURE: KKR Pushing Buffett, Debtholders to Take Loss
------------------------------------------------------------
Josh Kosman, writing for The New York Post, reports that Energy
Future Holdings -- which is backed by Henry Kravis' firm, KKR &
Co. -- is pushing Warren Buffett, who holds $2 billion of EFH
bonds, and other debtholders to take a sizable loss on their
investment in the company.

The Post says EFH wants Mr. Buffett and other unsecured
bondholders to swap about $6 billion of debt in a subsidiary,
known as TCEH, at a discount -- or roughly 70% of face value --
for debt that matures later.  Last week, EFH persuaded some
holders to swap $478 million of debt for $336 million of new debt.

A source told the Post EFH is still attempting to get Mr. Buffett
and other holders to exchange much of the remaining $6 billion of
bonds for new bonds worth $4 billion.

The Post notes that if the TCEH subsidiary goes bankrupt, as
analysts predict it will in 2014, unsecured bondholders run the
risk of not recouping their investment as holders of the new debt
would get paid before them.

The Post notes that in the past two weeks, TCEH's unsecured bonds
that collect interest fell by 7% to 62 cents from 66.5 cents,
while those that pay interest are trading at around 58 cents, down
from 55 cents.

In 2007, Mr. Buffett's Berkshire Hathaway bought $2.1 billion of
EFH bonds from Goldman Sachs at prices between 93 cents and 95
cents on the dollar.

Berkshire Hathaway and KKR declined comment, the Post says.

                     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.


FIBERTECH NETWORKS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B' corporate credit rating to Rochester, N.Y.-based Fibertech
Networks LLC.  The outlook is stable.

Additionally, S&P assigned a preliminary 'B' issue-level rating
and a '4' recovery rating to the company's proposed $25 million
senior secured revolver and $235 million term loan.  The '4'
recovery rating indicates S&P's expectation for average (30%-50%)
recovery in the event of payment default.

Court Square Capital Partners has agreed to acquire Fibertech from
another private-equity sponsor.  The company intends to use the
proceeds from the proposed term loan, coupled with an expected
equity contribution of about $318 million, to fund the acquisition
and pay related fees and expenses.  S&P expects total funded debt
outstanding to be $235 million.

"The preliminary ratings on Fibertech reflect what S&P considers
its highly leveraged financial risk profile after the proposed
recapitalization," said Standard & Poor's credit analyst Gregg
Lemos-Stein, "including a high debt burden and S&P's expectation
for negative free operating cash flow through at least 2011
because of elevated capital expenditures to support new business
growth."  The ratings also incorporate S&P's assumption that
enterprise and other telecom carrier demand for data and voice
transport services swill support double-digit revenue and EBITDA
growth over the next few years, resulting in leverage reduction
from the approximately 4.7x level S&P project for the end of 2010.


FIREFOX MERGER: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability of default rating to Firefox Merger Sub, LLC,
a special purpose acquisition holding company formed to acquire
the companies that comprise Fibertech Networks.  At the same time,
the company's senior secured credit facilities (comprised of a
$235 million amortizing term loan and a $25 million revolving
credit facility) were also rated B2.  The ratings outlook is
stable.

It is currently contemplated that concurrent with Firefox Merger
Sub, LLC drawing funds, that it will merge with and into Fibertech
Networks LLC.  As a result, Fibertech Networks LLC will become the
borrower.

This summarizes Firefox/Fibertech's ratings and the rating
actions:

Assignments:

Issuer: Firefox Merger Sub, LLC

  -- Corporate Family Rating, Assigned B2
  -- Probability of Default Rating, Assigned B2
  -- Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 48%)
  -- Outlook, Assigned Stable

                        Ratings Rationale

Firefox's rating is influenced by its position as a metro fiber
company that makes telecommunications network capacity available
to telecommunications companies and business/institutional
customers.  Broadband transmission trends are quite strong and,
despite Fibertech's small aggregate scale, margins have been
solid.  Also, with the preponderance of revenue contracted with
well-regarded counter-parties, there is very good short term
earnings visibility.  While Moody's expect recent robust demand
trends to continue through the short-term, there is little mid-to-
long term visibility and the biggest risk is an abrupt disruption
in the supply/demand balance.  Were the demand trajectory to
normalize or plateau, and were this to occur with an over-hang of
speculatively constructed capacity (whether by a competitor or
Firefox/Fibertech) that was not contracted for, there would be a
rapid transition from excess demand to excess supply and margins
would erode.  In addition, Firefox/Fibertech will be owned by a
financial investor.  Moody's believe it is reasonable to presume
that the new owner's investment thesis involves some combination
of cash returns or significant investment in incremental capacity
intended to fuel future returns and exit value.  Consequently,
while Fibertech's solid operations and strong margins indicate
relatively strong de-levering capability, Moody's believe that the
new owners will be motivated to exploit that capability, and
Moody's expect little free cash generation and only nominal
(contracted) debt reduction.  Moody's note that the acquisition
financing is structured to guard against this, effectively
mandating the company to finance growth from internally generated
cash.  The free cash flow potential, together with a $25 million
revolving term loan, route miles that could be sold to raise cash
(although Moody's do not expect divestiture activity), and little
in the way of expected financial covenant compliance issues,
liquidity is assessed as good.

                         Rating Outlook

The stable outlook is predicated on Moody's expectation that the
company will allocate de-levering potential towards discretionary
growth capital expenditures and that, as a result, free cash flow
will be minimal and leverage will remain relatively constant in
the low-to-mid 4x range (on a fully adjusted basis) over the
rating horizon.

                What Could Change the Rating -- Up

A rating upgrade is not contemplated within the rating horizon.
However, among other things, Moody's would consider an upgrade or
positive outlook if FCF/TD was expected to be maintained at near
10% and TD/EBITDA was expected to be sustained below 4x (with
Moody's standard adjustments).  A rating upgrade would also have
to involve assurance of solid liquidity arrangements and positive
industry fundamentals.

               What Could Change the Rating -- Down

Moody's would consider a ratings downgrade if free cash flow
generation was expected to be nominal or negative) for a prolonged
period and/or if TD/EBITDA was expected to be in excess of 4.75x,
once again, on a sustained basis.  Any of a debt-financed
acquisition (of more than nominal size), adverse liquidity
developments, or deteriorating industry fundamentals could also
cause downwards rating pressure.

                        Company Profile

Firefox Sub, LLC is a special purpose acquisition holding company
formed to acquire the companies that comprise Rochester, New York-
Headquartered Fibertech Networks, a builder/operator of fiber
optic networks in mid-size cities in the Eastern and Central
United States.  Firefox Sub LLC is owned by Court Square Capital
Partners, a financial investor


FPD LLC: Wants to Hire Delaware Claims Agency as Noticing Agent
---------------------------------------------------------------
FPD, LLC, et al., ask the U.S. Bankruptcy Court for the District
of Maryland for permission to employ Delaware Claims Agency, LLC,
as claims and noticing agent.

DCA will, among other things:

   a) notify all potential creditors of the filing of the
      Chapter 11 cases and of the setting of the first meeting of
      creditors;

   b) prepare and serve notices, pleadings, and orders in the
      Chapter 11 cases; and

   c) provide the other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors.

Joseph L. King, vice president of DCA, tells the Court that
prior to the Petition Date, DCA received a retainer of $10,000.
The Debtors proposed that the retainer be applied immediately
against postpetition date invoices until exhausted.  Thereafter,
payment is to come directly from the Debtors.

Mr. King assures the Court that DCA is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                             About FPD

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  Organized in 2002 as a Maryland limited liability
company, FPD developed a premier community named Oak Tree Landing
in Prince Frederick, Maryland consisting of over 150 lots.

The Company filed for Chapter 11 protection on September 3, 2010
(Bankr. D. Md. Case No. 10-30424).  G. David Dean, II, Esq., and
Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard
P.A., assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $1 million to $10 million.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FREDDIE MAC: Foreclosure Logjam Threatens to Create Losses
----------------------------------------------------------
American Bankruptcy Institute reports that a breakdown in the
nation's foreclosure process threatens to create billions of
dollars in losses for federally controlled mortgage finance
companies Fannie Mae and Freddie Mac.

                          About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


GENERAL MOTORS: To Price IPO Shares at Around $20 Each
------------------------------------------------------
The Wall Street Journal's Sharon Terlep reports that people
familiar with the situation said General Motors Co. plans to price
its shares at the consumer-friendly level of around $20 each.

The Journal also relates GM Chairman Edward E. Whitacre Jr. on
Wednesday told Reuters he expects GM shares to be priced at $20 to
$25.  "It's a little too early to say, but it is going to be
somewhere in the $20 range . . . $20, $25, something like that
would be my guess," Mr. Whitacre said, according to the news
service.  A GM spokesman declined to comment on Mr. Whitacre's
comments.

The Journal says with a lower price, GM and the U.S. Treasury aim
to broaden the pool of investors as they navigate an IPO at a time
when a sputtering recovery of the U.S. auto industry threatens to
spook potential share buyers.

The Journal also relates GM has rolled out a program to allow its
U.S. and Canadian employees, dealers and retirees to buy stock at
the opening share price through a Web-based setup.  The minimum
investment is likely to be $1,000.

Greg Gardner, Chrissie Thompson and Zlati Meyer, business writers
for The Detroit Free Press, say GM employees, retirees and dealers
in the U.S. and Canada have until October 22 to register for a
"directed share program" that will allow them to buy an
undetermined number of the first shares, according to a letter
sent earlier this month.

Free Press also relates that GM CEO Dan Akerson met in New York
with Tim Geithner, who, as treasury secretary, manages the federal
government's 60.8% stake in GM.  Details were not disclosed.

The Wall Street Journal notes the U.S. government plans to sell
only a portion of its 304 million GM shares in November, with
additional stock to be sold later.  It could take the Treasury
years to sell all its stake, which it obtained through last year's
U.S. rescue of the car maker.

According to the Journal, the Treasury has curtailed the usual IPO
practice of assiduously courting foreign investors, such as
sovereign wealth funds and foreign governments, fearing criticism
that it is selling an American icon to foreigners.

                        About General Motors

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

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

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

As reported by the Troubled Company Reporter on October 8, 2010,
Fitch Ratings has assigned an initial 'BB-' Issuer Default Rating
to GM.  The Rating Outlook is Stable.  GM's IDR reflects the auto
manufacturer's strong liquidity position, low leverage, improved
cost structure and increasingly competitive product portfolio.
These attributes are set against a backdrop of weak industry
volume growth, potentially large cash obligations tied to its
European restructuring and very heavy underfunded pension
obligations.

On October 11, 2010, the TCR reported that Standard & Poor's
assigned its 'BB-' corporate credit rating to GM.  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); and 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.  The rating is not dependent upon completion of an
initial public stock offering.

                     About Motors Liquidation

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

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

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


GREENFIELD POWER: Moody's Withdraws 'B1' Senior Secured Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the rating assigned to
Greenfield Power South's proposed debt obligations since the
proposed financing did not occur.

The last rating action was on July 23, 2010, when Moody's assigned
a B1 senior secured rating to Greenfield Power.


HARRISBURG, PA: Applies for State's Oversight Program
-----------------------------------------------------
Romy Varghese, writing for Dow Jones Newswires, reports that
Harrisburg, Pa., is seeking refuge in its state's oversight
program for distressed cities, but that program is weaker than
similar systems in other states, some analysts say, and it may not
help the capital city resolve its problems in the long term.

Dow Jones relates Pennsylvania's program -- known colloquially as
Act 47 for the law that created it -- aims to stabilize
municipalities under severe financial strain and set them on a
path for sustainable fiscal health.  It has helped 19 cities and
boroughs avert bankruptcy, but 11 of them have been in the program
for over a decade.

Dow Jones says Harrisburg Mayor Linda Thompson applied for the
program on Oct. 1 after months of failing to cope with the city's
crushing debt load and feuding with a bloc of council members.
Harrisburg is relying on the application to persuade banks to lend
as much as $7 million to cover payroll for the rest of the year,
the mayor's spokesperson said.

According to Dow Jones, the state will likely make a decision on
the application in about a month.

Dow Jones says the city council is still moving ahead with finding
advisors for a bankruptcy filing, which is opposed by the mayor.
It is, however, an option of last resort under the oversight
program.

Bankruptcy remains a "reasonable scenario" for Harrisburg, because
of its volatile political situation, said Matt Fabian, managing
director for Municipal Market Advisors, according to Dow Jones.

                      About Harrisburg, PA

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

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

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HIGHLAND HOSPITALITY: In Talks for One-Month Forbearance
--------------------------------------------------------
The Wall Street Journal's Kris Hudson and Lingling Wei report that
J.E. Robert Cos., the owner of Highland Hospitality Corp., and
several lenders are hammering out a one-month forbearance pact to
allow the sides more time to work out a consensual deal.

A foreclosure auction is set for Friday.

As reported by the Troubled Company Reporter on August 19, 2010,
people familiar with the matter told The Wall Street Journal that
JER Partners -- the real-estate investment firm led by Joseph E.
Robert Jr. -- is exploring a potential bankruptcy filing for
Highland Hospitality.

Highland failed earlier in August to repay about $868 million in
junior debt when it came due.  The resulting default gave certain
creditors the right to seek foreclosure.  A bankruptcy filing
likely would block foreclosure, and JER has indicated that such a
move is increasingly likely, people familiar with the discussions
told the Journal.

The Journal also reported the company is in talks with Abu Dhabi
Investment Authority and other possible investors for an infusion
of at least $200 million that would give Highland breathing room.

JER bought Highland in 2007 for about $2.2 billion.  According to
the Journal, since the U.S. hotel industry went into a slump two
years ago, company officials have struggled to service about $1.8
billion of debt used to finance the deal.

The Journal said the financial woes at Highland already have
sparked maneuvering for control of the hotel chain between JER and
some of the creditors that include Wells Fargo & Co., Barclays
PLC, Prudential Financial Inc. and Ashford Hospitality Trust

According to the Journal, Blackstone Group LP in January bought
roughly $320 million of Highland's $1.8 billion of debt on the
cheap.

The Journal also said Ashford and Prudential moved in July to buy
a $98 million slice of Highland's junior debt from J.P. Morgan
Chase & Co.  Prudential already owns another piece of the debt
with a face value of $98 million on its own and most of a
separate, $96 million tranche along with Ashford.  The Journal
said owning multiple slices of junior debt means Ashford and
Prudential probably will get a seat at the negotiating table where
Highland's fate is decided.

McLean, Va.-based Highland Hospitality Corp. is a 27-hotel chain,
with holdings including the Ritz-Carlton in downtown Atlanta and
the Hilton Boston Back Bay.


HOTI ENTERPRISES: Files for Chapter 11 in White Plains
------------------------------------------------------
Hoti Enterprises LP, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-24129) on October 12, in White Plains, New
York.

Hoti Enterprises owns a 70-year-old apartment house on Fillmore
Avenue in Brooklyn, New York.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the mortgage lender, owed $31 million, began
foreclosure and installed a receiver in March 2009. The project
owner said in a court filing that the vacancy rate increased to
40% during the receivership.

The owners intended to perform capital improvements, raise rents
so the property would no longer be rent stabilized, and convert
the units into luxury condominiums. The appraised value of the
property is $14.5 million.  The property is owned by the Dedvukaj
family.


INDEPENDENCE TAX III: Posts $463,400 Net Loss in June 30 Quarter
----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed its quarterly report
on Form 10-Q, reporting a net loss of $463,439 on $1.60 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $838,167 on $1.61 million of revenue for the same
period ended June 30, 2009.

The Partnership's balance sheet at June 30, 2010, showed
$22.05 million in total assets, $53.79 million in total
liabilities, and a partners' deficit of $31.74 million.

At June 30, 2010, the Partnership's liabilities exceeded its
assets by $31.74 million and for the three months ended June 30,
2010, incurred a net loss of $463,439, including loss on sale of
properties of $42,454.  These factors raise substantial doubt
about the Partnership's ability to continue as a going concern.

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

               http://researcharchives.com/t/s?6c71

                    About Independence Tax III

Independence Tax Credit Plus L.P. III is a limited partnership
which was formed under the laws of the State of Delaware on
December 23, 1993.  The Partnership invests in limited
partnerships that own apartment complexes.  As of December 31,
2009, it had investment in 18 local partnerships.  The Partnership
is in the process of selling its investments.  Related
Independence Associates III L.P. serves as the general partner of
Independence Tax Credit Plus L.P. III.  The Partnership is based
in New York, New York.

As of June 30, 2010, the Partnership has sold its limited
partnership interests in three Local Partnerships.


IVAN HAUGH: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ivan Lee Haugh
        3851 SW Chelmsford Road
        Topeka, KS 66610

Bankruptcy Case No.: 10-41798

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Janice Miller Karlin

Debtor's Counsel: Justice B. King, Esq.
                  FISHER, PATTERSON, SAYLER & SMITH
                  3550 S.W. Fifth Street
                  P.O. Box 949
                  Topeka, KS 66601-0949
                  Tel: (785) 232-7761
                  Fax: (785) 232-6604
                  E-mail: jking@fisherpatterson.com

Scheduled Assets: $6,500

Scheduled Debts: $19,640,667

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb10-41798.pdf


JACKSON HEWITT: Posts $19.2 Million Net Loss in July 31 Quarter
---------------------------------------------------------------
Jackson Hewitt Tax Service Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $19.2 million on $4.4 million of
revenue for the three months ended July 31, 2010, compared with a
net loss of $21.8 million on $5.0 million of revenue for the same
period ended July 31, 2009.

On April 30, 2010, the Company entered into a Fourth Amendment to
the Amended and Restated Credit Agreement due to the financial
impact on its business resulting from a lack of full availability
of revenue anticipation loans ("RALs") in all of the tax
preparation offices in the Company's network for the 2010 tax
season.  The amended credit facility contains a number of events
of default which, if breached, would allow the lenders to, among
other things, terminate their commitment to lend any additional
amounts to the Company and declare all borrowings outstanding,
together with accrued and unpaid interest, to be immediately due
and payable.

However, not all of the conditions that could lead to a default
under the Credit Agreement are under the control of Jackson
Hewitt.  If an default were declared and the amended credit
facility were to be terminated, and the Company is unable to
obtain sufficient funding to meet its obligations through the
conclusion of its 2011 fiscal year, it may be required to consider
restructuring alternatives, including seeking protection from
creditors under bankruptcy laws.

On August 5, 2010, the Internal Revenue Service announced that
starting with the upcoming 2011 tax filing season it will no
longer provide tax preparers or RAL providers with the debt
indicator ("DI"), which is used by financial institutions to
determine whether to extend credit to a tax payer in connection
with the facilitation of a RAL.  In eliminating the DI, the IRS
will no longer disclose to financial institutions or tax preparers
if a taxpayer owes the federal government any money that will be
deducted from the tax payers expected income tax refund.  This
action will likely cause the financial institutions that provide
RALs to (i) modify their credit underwriting criteria, (ii) change
their financial product pricing and (iii) adjust their approval
rates to account for anticipated higher loan losses, which may
unfavorably impact the availability or funding of RAL product to
the Company for the upcoming tax season.  The Company is currently
assessing the potential impact that this action may have on its
results of operations, financial position and cash flows in
prospective periods.

The Company has not received any notices from its lenders as a
result of the foregoing announcement of the IRS as it may relate
to an adverse regulatory or policy statement with respect to the
continuation of the Company's RAL program in a manner acceptable
to lenders.

As reported in the Troubled Company Reporter on July 20, 2010,
Deloitte & Touche LLP, in Parsippany, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the year ended April 30, 2010.
The independent auditors noted that there is uncertainty regarding
the Company's ability to have sufficient funding to meet its
obligations.

The Company's balance sheet at July 31, 2010, showed
$322.2 million in total assets, $366.2 million in total
liabilities, and a stockholders' deficit of $44.0 million.

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

               http://researcharchives.com/t/s?6c6d

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.


JEFFERSON COUNTY: Receiver to Try to Avoid Bankruptcy
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Jefferson County,
Ala., will not resolve its sewer debt woes overnight, but John
Young, the newly appointed receiver for the sewer system, wants to
make sure the county does everything possible to avoid filing for
bankruptcy.

Mr. Young was appointed as receiver on September 22.

As reported by the Troubled Company Reporter on October 12, 2010,
Barnett Wright, writing for The Birmingham News, said Jefferson
County Commission President Bettye Fine Collins and Commissioners
Jim Carns and Bobby Humphryes -- who, together, make up a
commission majority and all of whom will leave the commission
after its November 9 meeting -- agree that bankruptcy is actively
on the table as an option.

Mr. Wright reported that the commissioners are now threatening to
move the county into bankruptcy because negotiations with
creditors have stalled since a court-appointed receiver seized the
county sewer department last month.  The commissioners said they
may resort to bankruptcy before they leave office November 9 if
they feel creditors who own the county's $3.2 billion sewer debt
are trying to wring too much money out of the sewer system and its
ratepayers.

Mr. Wright also reported that even Commissioner Shelia Smoot, who
has opposed bankruptcy and will also leave the commission next
month, said Friday that the bankruptcy option is not off the
table.

Creditors appear to be waiting for "manna from the receiver"
rather than working toward a deal, Ms. Collins said, according to
the report.

The report also noted Commissioner George Bowman, the only sitting
commissioner still in the running to keep his seat after November,
said bankruptcy is always a "last resort."  "That card, until it's
played, is always an option," he said. "I am not in favor of
bankruptcy and never have been.  I hope that we can find a
solution short of bankruptcy and that position has not changed."

According to Birmingham News, the officials said the county has
presented its proposed settlement to Wall Street creditors
including investment bank JPMorgan Chase & Co. and bondholders.
While JPMorgan owns a majority of the county warrants, any
settlement has to be approved by the other banks, such as Lloyds
Bank of Scotland, State Street Bank of Boston, Societe Generale of
Paris and the Bank of Nova Scotia in Canada.

According to the report, Jeffrey Cohen, a partner at Patton Boggs,
who has followed Jefferson County's financial crisis, said the
threat of bankruptcy is a key negotiating tool for the county.

"You're asking the creditors to take an almost 50 percent
haircut," Birmingham News quoted Mr. Cohen as saying.  "They're
not going to do that willingly. I think, ultimately, there's going
to have to be a plan of reorganization in Chapter 9 to write that
debt down."

According to the report, Mr. Cohen said the county may have
already taken a first step toward bankruptcy.

"One of the elements under the bankruptcy code is that the county
negotiate, before the filing, with the creditors and try to
arrange a plan with the creditors to repay the debt," he said.
"I'm not so sure the creditors are really against it in the end.

"They've been dealing with this. I'm sure they are frustrated.
They would rather start getting regular payments and move on to
the next problem."

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

According to the Troubled Company Reporter on September 24, 2010,
Dow Jones Newswires' Kelly Nolan said Alabama Circuit Court Judge
Albert Johnson named John S. Young Jr. LLC as receiver for the
sewer system.

                           *     *     *

In August 2010, Standard & Poor's Ratings Services withdrew its
underlying rating on Jefferson County, Ala.'s series 2001B general
obligation warrants.  S&P lowered the SPUR to 'D' from 'B' on
Sept. 24, 2008, due to the county's failure to make a principal
payment on the bank warrants due Sept. 15, 2008, in accordance
with the terms of the Standby Warrant Purchase Agreement.

The county and the banks entered into a forbearance agreement that
effectively delayed payments due under the SWPA.


KENTUCKY USA: Files Chapter 11 Petition
---------------------------------------
Kentucky USA Energy filed for Chapter 11 protection (Bankr. W.D.
Ky. Case No. 10-11532).

According to BankruptcyData.com, Kentucky USA's filing follows a
the bankruptcy filing on September 14, 2010, by its wholly-owned
operating subsidiary, KY USA Energy.  KY USA Energy's bankruptcy
filing relates to a disagreement with K&D Energy and certain
landowners.  As a consequence of this dispute, the landowners shut
down the KY USA Energy wells and locked out KY USA Energy from
their properties.

In response, BData relates, Kentucky USA Energy stated that the
Company and its subsidiary, "strongly deny the allegations of K&D
Energy and the Landowners.  We believe that case law in the State
of Kentucky supports our position that net revenue interest
royalties should be paid on the net amount of gas pumped from our
wells after the removal of inert materials and other impurities
rather than on the gross amount of gas measured at the well head
prior to processing."

Kentucky USA Energy, Inc., an early stage oil and gas company,
focuses primarily on drilling, production, and acquisition of
natural gas in the United States. It has its principal operational
focus on the New Albany Shale of western Kentucky. The company is
based in London, Ky.

The Debtors are represented by Scott A. Bachert, Esq., at Harned,
Bachert & McGehee.


KING PHARMACEUTICALS: Moody's Reviews 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service placed the ratings of King
Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating,
under review for possible upgrade.  This rating action follows the
announcement that Pfizer Inc. will acquire King for $14.25 per
share, or approximately $3.6 billion.  Pfizer's ratings (A1 long-
term, Prime-1 short-term) are unaffected by the announcement.

The rating review will consider the improvement in King's credit
profile expected to be gained from being part of a considerably
larger and more diverse corporation.  If King's bank facility is
terminated, Moody's will withdraw King's ratings.  If the bank
facility remains outstanding, Moody's rating review will evaluate
any support mechanisms provided by Pfizer.  If the transaction
does not close, Moody's anticipates confirming King's ratings at
the existing level.

Ratings placed under review for possible upgrade:

King Pharmaceuticals, Inc.

  -- Ba3 Corporate Family Rating

  -- Ba3 Probability of Default Rating

  -- Ba1 (LGD2, 16%) senior secured revolving credit facility of
     $500 million due 2013

Moody's does not rate King's $400 million convertible notes due
2026.

Moody's last rating action on King took place on April 28, 2010,
when Moody's assigned a rating of Ba1 to King's $500 million
revolving credit facility and affirmed the Ba3 Corporate Family
Rating.

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
is a vertically integrated pharmaceutical company that develops,
manufactures, markets and sells branded pharmaceutical products.
King reported total revenues of approximately $752 million for the
six months ended June 30, 2010.


KRATOS DEFENSE: Moody's Retains 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service said Kratos B3 corporate family rating
unaffected by acquisition new equity issuance Kratos Defense &
Security Solutions, Inc.'s B3 ratings (CFR and Probability of
Default) are unaffected by announcements to: 1) acquire Henry
Bros. Electronics, Inc., for $45 million, and 2) issue $24 million
of primary equity.  Moody's see the ongoing financial strategy
concerns offsetting some potential for favorable developments in
the credit metrics.

The last rating action was on May 12, 2010, at which time the
Corporate Family Rating and secured note offering were assigned B3
ratings.

Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in two sectors; Kratos Government Solutions ("KGS"
representing some 90% of 2009 revenues) and Public Safety and
Security (with 10%).


KRAVE ENTERTAINMENT: Starts Accepting Bids for Assets
-----------------------------------------------------
Steve Green at Las Vegas Sun reports that bids are being accepted
for certain assets of Krave nightclub and Harmon Theater, which
was operated by Krave Entertainment LLC.

Las Vegas Sun says the assets to be sold this month include the
nightclub's Clark County liquor license, customer list, inventory,
equipment and furnishings.  These assets are valued on paper by
Krave at $120,450 -- with the liquor license alone valued at
$70,000.  The Company holding the lease with the Miracle Mile
Shops is included in the sale, meaning the buyer would be
purchasing an ongoing business with a lease in place.

However, Las Vegas Sun notes that a key asset, the Krave brand
name, is not included in the sale.  If a non-insider were to buy
the business, an agreement for use of the Krave name would need to
be reached or another name would have to be used, Las Vegas Sun
relates.  The Krave brand name asset -- which is owned by Krave
Entertainment owners Sia Amira and Kelly Murphy through another
entity -- is not part of the bankruptcy case.

According to Las Vegas Sun, records show Amira and Murphy want to
maintain control of the club and are the "Stalking Horse Bidder"
for the assets to be sold with a bid of $150,000.  If higher bids
come in on or before an Oct. 27 deadline, an auction for the
business is set for Oct. 29.  Otherwise, Amira and Murphy can buy
those assets for the $150,000.

Las Vegas Sun states that the sale procedure was approved last
week by Bankruptcy Judge Mike Nakagawa in Las Vegas and was signed
off on by attorneys for the Nevada Department of Taxation, which
says in court papers it's owed some $513,000 by Krave.

Las Vegas Sun says court records indicate that after the sale, the
Krave Entertainment LLC entity will be liquidated with proceeds of
its asset sales going to the Taxation Department and other
creditors owed $3.5 million.

                     About Krave Entertainment

Krave Entertainment LLC operates Harmon Theater and Krave
nightclub at the Miracle Mile Shops at Planet Hollywood.

In January 2010, Krave Entertainment LLC filed for Chapter 11
bankruptcy to continue operations at Harmon Theater and Krave
nightclub.

In its schedules, the Company disclosed assets of $153,000 and
debts of $3.5 million including $602,000 in payroll taxes that it
owed to Internal Revenue Services.  The company said it owes
$299,000 for sales taxes and $174,000 for entertainment taxes to
Nevada Department of Taxation.


LAKESIDE DFW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lakeside DFW Land, Ltd.
        3717 Stratford Avenue
        Dallas, TX 75205-2812

Bankruptcy Case No.: 10-37047

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark A. Castillo, Esq.
                  THE CURTIS LAW FIRM, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  E-mail: mcastillo@curtislaw.net

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

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

The petition was signed by Peter Stewart, president of Lakeside
DFW, Inc., Debtor's general partner.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


LAS VEGAS GAMING: Jon Berkley Resigns as CEO and President
----------------------------------------------------------
Effective October 5, 2010, Jon D. Berkley resigned from his
position as Chief Executive Officer and President of Las Vegas
Gaming, Inc.  Mr. Berkley will remain as a member of the Company's
Board of Directors.  The Company discloses that the resignation by
Mr. Berkley was not due to any known disagreement on any matter
relating to the Company's operations, policies, or practices.  The
Board of Directors appointed Mr. Berkley as Chairman of the
Executive Committee and Chairman of the Search Committee for a new
Chief Executive Officer and President.

                      About Las Vegas Gaming

Las Vegas Gaming, Inc. -- http://www.lvgi.com/-- provides
equipment, supplies, and casino games for use in the keno and
bingo segments of the gaming industry.  The Company was
incorporated in 1998 and is headquartered in Las Vegas, Nevada.

The Company's balance sheet at March 31, 2010, showed $3.4 million
in total assets, $7.3 million in total liabilities, and a
stockholders' deficit of $3.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2010,
Piercy Bowler Taylor & Kern, in Las Vegas, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.


LAS VEGAS MONORAIL: Defends Bid to Keep Control of Bankruptcy
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Las Vegas Monorail Co. is
defending its bid to maintain control of its bankruptcy case from
a group of bondholders that insists the Company's exclusive right
to seek confirmation of a plan should be curtailed.

The report relates that Las Vegas Monorail is fighting back
against its first-tier bondholders, led by Wells Fargo Bank.  Las
Vegas Monorail accused Wells Fargo of incorrectly implying that
the Company is "somehow delaying the negotiation process, which
could not be further from the truth."

Las Vegas Monorail maintains it has been working hard to develop a
consensual plan with the bondholders and has responded promptly to
their proposals, the report says.  Any other suggestions in
arguments put forth by the bondholders simply "fail to disclose
relevant facts," Las Vegas Monorail said, the report adds.

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

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

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


LAWRENCE MEERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lawrence Albert Meers
          dba ODS Mesa Oil, Inc.
        2471 Alton Street
        Denver, CO 80238

Bankruptcy Case No.: 10-35719

Chapter 11 Petition Date: October 8, 2010

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

Judge: A. Bruce Campbell

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

Scheduled Assets: $789,744

Scheduled Debts: $7,992,786

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-35719.pdf


LEHMAN BROTHERS: Ex-Exchequer Chancellor Vetoed Barclays Deal
-------------------------------------------------------------
Alistair Darling, former chancellor of the Exchequer, said he
vetoed the deal selling Lehman Brothers' assets to British bank
Barclays in 2007.

Mr. Darling, speaking at the Cheltenham Literature Festival on
Oct. 9, said he rejected the Barclays buyout because he knew
Lehman Brothers was in deep financial trouble and he did not
ultimately want the British taxpayer to be underwriting an
American Bank, Rod Minchin of Press Association reported.

"My first reaction was 'If this is such a good deal how come no
American bank is going to go near it?'," Mr. Darling said,
according to the report.  "You tend to find with a good deal like
that the Americans would be all over it and we wouldn't have got
a look in."

"But when I heard America was walking away alarm bells ring,"
Press Associated quoted Mr. Darling as saying.

                  Debtors, Barclays Fight Over
                  Admissibility of PwC Exhibits

Barclays Capital Inc. seeks the Court's authority to introduce as
evidence certain documents prepared by its auditors,
PricewaterhouseCoopers.  The PwC documents are memoranda,
attachments to memoranda, and e-mails generated by PwC in
connection with its audit of Barclays' 2008 financial statements.

According to Barclays, the PwC documents is being offered as
contemporaneous evidence that directly supports the
reasonableness of Barclays' methodologies for valuing the assets
acquired from Lehman Brothers for purposes of its publicly filed
financial statements.  Barclays also says it submits the
documents for the more limited purpose of simply proving the fact
that PwC performed an extensive audit of the accounting and
valuation judgments of Barclays' balance sheet.

The Debtors oppose Barclays Capital Inc.'s motion to admit into
evidence documents prepared by PwC for these reasons:

  -- The PwC exhibits are offered as proof of an opinion that
     was not property disclosed and does not meet the
     requirements of Rule 702 of the Federal Rules of Evidence;

  -- The PwC exhibits are inadmissible hearsay and not subject
     to the business records exception; and

  -- The PwC exhibits are not admissible for the "limited"
     purpose offered by Barclays.

                     Notices of Subpoenas

The Debtors notified the Court that they issued separate
subpoenas for the production of documents for examination to
these entities:

  * Mountain States Properties Inc.,
  * Cross Road Retirement Community,
  * Canadian Imperial Bank of Commerce, and
  * First Caribbean International Bank (Bahamas) Limited

              Closing Arguments Due Late October

Closing arguments in the Barclays case are due late this month,
according to Linda Sandler at Bloomberg News.  Judge Peck, the
report said, may rule in January or February next year absent a
settlement.

Judge Peck isn't likely to overturn his entire sale order, Chip
Bowles, Esq., a bankruptcy lawyer at Greenebaum Doll & McDonald
PLLC, in Louisville, Kentucky, told Bloomberg.  "To say the sale
is invalid would be one of most important decisions in bankruptcy
history," Mr. Bowles opined.

The judge, however, might invalidate part of the documents he
didn't see, lawyers said, according to Bloomberg.  "The judge
could find the side agreements material, and exclude them,"
Stephen Lubben, a bankruptcy law professor at Seton Hall
University School of Law in Newark, New Jersey, told Ms. Sandler.

Lynn LoPucki, a bankruptcy-law professor at the University of
California, Los Angeles, told Bloomberg that "[b]ankruptcy courts
tend to favor the debtors and the debtors' lawyers" who bring big
cases to them.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Wants to Enforce Stay Against PT Mobile-8
---------------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks a court ruling
enforcing the automatic stay against PT Mobile-8 Telecom Tbk and
declaring a lawsuit it filed in a court in Jakarta, Indonesia
void ab initio.

The move came after PT Mobile-8 allegedly violated the automatic
stay by filing a lawsuit in Jakarta, Indonesia, to seek damages
against LBSF in the sum of $15 million and by refusing to make
payments to the company under a pre-bankruptcy ISDA Agreement.

The automatic stay is an injunction that protects a bankrupt
company from its creditors.

In its lawsuit, PT Mobile-8 alleged that the ISDA Agreement is
invalid and that LBSF committed a tort under Indonesian law by
sending "fictitious bills" for the amounts due and payable by to
PT Mobile-8 under the contract.

PT Mobile-8 also allegedly violated the Court's September 17,
2009 order by refusing to participate in a mediation to settle
its dispute with LBSF.

The September 17 order approved a process for the settlement of
claims that stem from derivatives contracts.

"Allowing PT Mobile-8 to proceed unchallenged with the Jakarta
action, in blatant disregard for the provisions of the Bankruptcy
Code, will deprive LBSF's legitimate creditors of their rightful
share of the property of LBSF's estate," says Robert Lemons,
Esq., at Weil Gotshal & Manges LLP, in New York.

Holly Loiseau, Esq., a partner at Weil Gotshal, filed a
declaration in support of LBSF's request.

The Court will consider approval of the request at the hearing
scheduled for October 20, 2010.  Deadline for filing objections
is October 13, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Commences Lawsuit Against PT Mobile-8
-----------------------------------------------------------
Debtor Lehman Brothers Special Financing Inc. filed an adversary
complaint against PT Mobile-8 Telecom Tbk to recover monetary
damages for Mobile-8's breach of a prepetition ISDA Agreement and
Confirmation and to obtain a declaratory judgment that Mobile-8
is in violation of the automatic stay when it filed an action in
a court in Jakarta, Indonesia.

Mobile-8 and LBSF are parties to the ISDA Agreement and
Confirmation.  Mobile-8 defaulted on its obligations under the
Confirmation and has, according to Robert Lemons, Esq., at Weil,
Gotshal & Manges LLP, in New York, repeatedly refused to pay the
amounts it owes in respect of the ISDA Agreement and the
Confirmation, referred to as the "termination amount."  These
withheld payments, Mr. Lemons asserts, constitute property of
LBSF's estate, and Mobile-8's refusal to pay these amounts is an
attempt to exercise control over property of the estate in clear
and direct violation of the automatic stay.

Mr. Lemons relates that LBSF's attempts to efficiently and
expeditiously resolve its dispute with Mobile-8 through the
Alternative Dispute Resolution process have been thwarted by
Mobile-8's refusal to proceed to mediation in direct violation of
the Court's ADR Procedures Order, which makes participation in
mediation mandatory and requires that derivatives counterparties
participate in good faith.

LBSF, Mr. Lemons adds, only recently discovered that Mobile-8
brought an action in an Indonesian court, seeking damages against
LBSF in the amount of $15 million.   Under the action, Mobile-8
claimed that the Parties' ISDA Agreement and Confirmation were
invalid from their inception, alleged that LBSF committed a tort
under Indonesian law by sending Mobile-8 "fictitious bills" for
the amounts due and payable by Mobile-8 to LBSF under their
contract, and asserted that in committing this alleged tort, LBSF
caused millions of dollars of damage to Mobile-8's "good image,
name and reputation."

Mr. Lemons argues that Mobile-8's Jakarta Action is yet another
violation of the automatic stay and further demonstrates Mobile-
8's refusal to participate in good faith in the Court-ordered ADR
process.  Mr. Lemons also says that Mobile-8 failed to inform the
Debtor of the Jakarta Action.

Through the adversary proceeding, the Debtor asks Judge Peck of
the U.S. Bankruptcy Court for the Southern District of New York
to:

  (a) find that Mobile-8 breached the ISDA Agreement by failing
      to pay to LBSF the Termination Amount and award LBSF
      damages in an amount to be determined at trial but, in all
      events, no less than the sum of $2,560,472, plus accrued
      but unpaid interest;

  (b) find that Mobile-8 breached the terms of the Transaction
      and award LBSF damages in an amount to be determined at
      trial but, in all events, no less than the sum of
      $2,047,576, plus accrued, but unpaid, interest;

  (c) declare that in (i) initiating the Jakarta Action, and
      (ii) withholding the Termination Amount payable by Mobile-
      8 to LBSF under the ISDA Agreement, Mobile-8 has acted in
      express violation of Section 362 of the Bankruptcy Code
      and that the Jakarta Action is void ab initio, and that
      pursuant to Section 105(a) of the Bankruptcy Code, LBSF is
      entitled to an order enjoining Mobile-8 from pursuing the
      Jakarta Action and an award of damages, in an amount to be
      determined at trial and including LBSF's costs and
      attorneys' fees and expenses, incurred on account of
      Mobile-8's knowing and willful violation of the automatic
      stay;

  (d) enter a judgment that the September 2008 Missed Payment
      amounting to $2,047,567 and the Termination Payment are
      property of the LBSF bankruptcy estate under Section 541
      of the Bankruptcy Code and requiring Mobile-8 to turn
      over, under Section 542 of the Bankruptcy Code, the sum of
      $4,608,048, plus interest, as applicable; and

  (e) declare that in refusing to participate in good faith in
      the ADR process, Mobile-8 has willfully violated the
      Court's ADR Procedures Order, and LBSF is entitled to an
      award of sanctions, including (i) attorneys' fees incurred
      by Lehman with respect to the ADR Procedures after the
      transmittal of the ADR Package to the Court-appointed
      mediators; (ii) fees and costs of the Mediator; and (iii)
      the amount specified in the Derivatives ADR Notice.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes Claims Settlement With Ambac
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement of claims with Ambac
Assurance Corp. and its subsidiaries.

The settlement, if approved, would eliminate more than
$6.1 billion claim asserted by Ambac, Ambac Credit Products LLC
and Ambac Financial Services LLC against the Debtors.

The $6.1 billion claim stemmed from the Debtors' alleged
violation of the terms of their residential mortgage-backed
securities transaction with the Ambac entities.

The settlement deal addresses in particular the disputes related
to financial guarantee insurance policies that Ambac issued to
Debtor Lehman Brothers Special Financing Inc. as credit support
provider to Ambac Credit and Ambac Financial under three separate
derivatives transactions.  The insured derivatives transactions
form the basis for the Ambac entities' $6.1 billion claim.

Under the settlement deal, the Debtors and the Ambac entities
agreed to release each other from any liability stemming from
those derivatives transactions.

The derivatives transactions are facing termination after LBHI,
which guaranteed LBSF's obligations under those transactions,
filed for bankruptcy protection and after the Wisconsin
Commissioner of Insurance allocated the financial guarantee
insurance policies to an account.

The account was established to segregate segments of the Ambac
entities' business after they commenced rehabilitation early this
year.  The account is being administered by the Wisconsin
Commissioner of Insurance.

The allocation of the insurance policies to the account subject
them to the order for temporary injunction issued by the Circuit
Court of Dane County, where the Ambac entities' petition to take
control of and to rehabilitate the account was filed.  The order
bars anyone from filing or prosecuting legal actions in
connection with the account, among other things.

With the temporary injunction, the Debtors cannot pursue any
actions or claims with respect to the financial guaranty
insurance policies and contest the $6.1 billion claim.

The Debtors' lawyer, Corinne Ball, Esq., at Jones Day, in New
York, says the settlement is proper not only because it would
eliminate over $6.1 billion claim against the Debtors.  She
points out that the settlement would also eliminate the
"potential for a complex multi-jurisdictional battle" between the
Bankruptcy Court and the Circuit Court over the parties'
respective rights under the $6.1 billion claim and the
derivatives transactions.

The proposed settlement reportedly has the support of the
Official Committee of Unsecured Creditors.

Daniel Ehrmann, managing director with Alvarez & Marsal North
America LLC, filed a declaration in support of the settlement.

Judge James Peck will consider approval of the Debtors' request
at the October 20, 2010.  Deadline for filing objections is
October 13, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes Settlement With Danske Bank
-----------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
seek court approval of an agreement with Danske Bank to settle
their dispute over the ownership of residential mortgage loans
and Real Estate Owned properties sold to the bank.

The assets were sold to Danske under a 2007 deal, which the bank
and LCPI hammered out in connection with their 1999 master
repurchase agreement.  The MRA requires LCPI to repurchase those
assets.

A dispute ensued between Danske and the Lehman units after the
latter defaulted under the MRA as a result of their bankruptcy
filing.  The bank has already filed proofs of claim against each
of the Lehman units, asserting a deficiency claim pursuant to the
MRA.

Proceeds from the assets are currently deposited in an escrow
account held by Aurora Loan Services LLC.  As of September 27,
2010, more than $34.9 million is deposited in the account.

Under the settlement deal, Danske and the Lehman units agreed to
issue a joint direction to Aurora, authorizing the disbursement
of $1,197,112 to LCPI and $33,728,137 to Danske.  The remaining
cash in the escrow account will be disbursed to Danske.

The deal requires Danske to execute an assignment and assumption
agreement with the Lehman units confirming that it has purchased
from the Lehman units their rights, title and interest in the
assets.  The deal also calls for the mutual release of all
claims, except the deficiency claims, between Danske and the
Lehman units.

A full-text copy of the settlement deal, formalized in a 17-page
agreement, is available for free at:

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

The Court will consider approval of the settlement at the hearing
scheduled for October 20, 2010.  Deadline for filing objections
is October 13, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes Settlement With SCC Trustee
-----------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the Southern District
of  New York, which is handling its Chapter 11 cases, of a
settlement deal with the Chapter 11 trustee of SCC Acquisitions
Inc.'s subsidiaries.

The deal would allow Lehman Commercial Paper Inc. and three non-
debtor affiliates to recover more than $1.1 billion claim against
the subsidiaries of SCC Acquisitions that filed involuntary
petition for Chapter 11 protection.

The $1.1 billion claim stemmed from the $2 billion loan that
LCPI, Lehman ALI Inc., OVC Holdings LLC and Northlake Holdings
LLC provided to the SCC entities to fund the acquisition of real
estate developments in California.

The loan is secured by deeds of trust on the real estate
developments known as Northlake, Oak Valley Champions,
Marblehead, Heartland, Delta Coves, Palm Springs Village, Oak
Knoll and Del Amo.

The proposed settlement calls for the conveyance of the real
estate developments to an entity designated by the Lehman units
"free and clear of all liens and encumbrances."  It also requires
the SCC entities and their trustee to withdraw the lawsuit they
filed against the Lehman units earlier and to release them from
any claim asserted in the lawsuit.

The lawsuit was filed to subordinate the Lehman units' claim to
the claims of the SCC entities' unsecured creditors.

The proposed deal also requires the Lehman units to pay certain
allowed claims, administrative expenses claims and other expenses
incurred after the confirmation of the SCC entities'
restructuring plan.  The payment will be taken from the cash
collateral of the Lehman units, as providers of the SCC entities'
bankruptcy loan.

The settlement will be effectuated through the SCC entities'
restructuring plan to be proposed by the trustee and by the
Lehman units.  Confirmation of the restructuring plan is subject
to a settlement between the Lehman units and Arch Insurance
Company or Bond Safeguard Insurance Co.

Arch Insurance and Bond Safeguard issued surety bonds with
respect to the real estate developments, which secure the claims
held by third parties against the SCC entities.

Full-text copies of the SCC entities' restructuring plan and the
disclosure statement, which describes the plan, are available
without charge at:

  http://bankrupt.com/misc/LBHI_PlanSCCInvoluntaryDebtors.pdf
  http://bankrupt.com/misc/LBHI_DSSCCInvoluntaryDebtors.pdf

The Court will consider approval of the proposed settlement at
the hearing scheduled for October 20, 2010.  Deadline for filing
objections is October 13, 2010.

                        About Palmdale Hills

SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects.  The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in September 15,
2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 08-17206) on Nov. 6, 2008.  In its
petition, Palmdale estimated assets and debts between $100 million
and $500 million.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
represents the Debtors in their restructuring effort.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Nod of Compromise With SunCal Debtors
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its units received approval from
the U.S. Bankruptcy Court for the Southern District of New York of
a settlement pursuant to terms set forth in an amended and
restated term sheet by and among:

  (a) Lehman Commercial Paper, Inc., on its own behalf and as
      agent for the First Lien Lenders;

  (b) Alfred H. Siegel, the Chapter 11 trustee of the estates of
      LBREP/L-SunCal Master I, LLC, and LBREP/L-SunCal
      McAllister Ranch, LLC, LBREP/L-SunCal McSweeny Farms, LLC,
      and LBREP/L-SunCal Summerwind Ranch, LLC, which are being
      jointly administered under Case No. 08-15588 in the United
      States Bankruptcy Court for the Central District of
      California; and

  (c) the Official Committee of Unsecured Creditors in the
      SunCal Bankruptcy Cases.

In 2006 and 2007, LBREP/L-SunCal Master I, LLC -- the SunCal
Parent -- borrowed a total of $395 million through certain credit
agreements with LCPI, as agent and lender.  The SunCal Parent's
obligations under the credit agreements were secured by first and
second liens against certain of SunCal's properties.

On September 10, 2008, involuntary Chapter 11 cases were filed
against the SunCal Debtors.  On or about October 9, 2009, the
SunCal Trustee filed a motion in the SunCal Bankruptcy Cases
seeking the approval of a settlement pursuant to the terms of an
original term sheet by and among LCPI, the SunCal Trustee, and
the SunCal Committee.  Following the filing of the Original
Settlement Motion, a dispute arose between LCPI, on the one hand,
and the SunCal Trustee and the SunCal Committee, on the other
hand, regarding the interpretation of a provision in the Original
Term Sheet.  The parties were initially unable to resolve their
differences.

As suggested by the Southern New York Bankruptcy Court, the
parties resumed negotiations, resolve their differences, reached
a settlement, and executed an Amended Term Sheet.

Under the Amended Term Sheet, the properties used as the First
Lien Lenders' collateral will be sold through a plan of
reorganization, subject to LCPI's right to credit bid.  The
SunCal Trustee and the SunCal Committee have agreed, among other
things, that:

  (a) the First Lien Lenders will have an allowed secured claim
      in the SunCal Bankruptcy Cases equal to the proceeds
      realized by them from the sale of the Properties plus
      certain cash proceeds to be remitted to the First Lien
      Lenders by the SunCal Trustee after each amount is
      adjusted to account for certain "carve outs" and
      obligations;

  (b) the First Lien Lenders will have an allowed general
      unsecured claim in the SunCal Bankruptcy Cases in the
      amount of their deficiency claims; and

  (c) the SunCal Trustee, the SunCal Committee and the SunCal
      Debtors' estates will provide broad releases to the First
      Lien Lenders, LCPI, and their officers, directors,
      employees, agents and attorneys.

In return, LCPI on its own behalf and as agent for the First Lien
Lenders, has agreed that certain of the First Lien Lenders' cash
collateral will be "carved out" for the benefit of the
administration of the SunCal Debtors' estates, and that certain
other cash collateral held by the SunCal Debtors may be used to
preserve the Properties until sale.  In addition, the First Lien
Lenders have agreed to share with the unsecured, non-lender
creditors in the SunCal Bankruptcy Cases a portion of the
proceeds from the sale of the Properties and certain litigation
recoveries.

Specifically, upon approval of the amended term sheet in both
bankruptcy courts, the SunCal Debtors' estates will receive
$5.5 million in cash.  Of this sum, $3.5 million will be available
for use by the SunCal Trustee to administer the SunCal Debtors'
cases and to pursue the SunCal Debtors estates' claims against
other third parties.  The remaining $2.0 million will be used by
the SunCal Trustee to maintain and preserve the Properties'
pending sale with any unused residual amount to be transferred to
the First Lien Lenders after the sale of the Properties has
closed.

Also, through the SunCal Debtors' plan of reorganization
contemplated under the Amended Term Sheet, the proceeds of any
other recoveries by the SunCal Trustee excluding proceeds from
the sale of the Properties and certain funds currently on deposit
with the Yucaipa Valley Water District will be split 50/50
between (a) the First Lien Lenders on account of their unsecured
deficiency claims, and (b) the SunCal Debtors' estates for
distribution to the SunCal Debtors' unsecured non-lender
creditors.

The SunCal Debtors' estates will also be entitled to 3.5% of any
net recovery from the sale of the Properties to a third party,
whether through the plan or subsequently by LCPI after a credit
bid.  The Amended Term Sheet recognizes that there could be
mechanics liens encumbering the Property that are senior to the
lien of the First Lien Lenders.  To the extent title insurance is
not available to cover those claims, those senior mechanics
liens, if any, will either be paid from the proceeds of a third
party sale of the Properties, or in the event of an LCPI credit
bid, will remain a lien on the Properties.  In essence, the 3.5%
recovery for the SunCal Debtors estate comes out of the sale
proceeds otherwise payable to the First Lien Lenders.

LCPI believes that the concessions it made under the Amended Term
Sheet are reasonable in view of the benefits it will derive from
the amended terms.

                        About Palmdale Hills

SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects.  The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in September 15,
2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 08-17206) on Nov. 6, 2008.  In its
petition, Palmdale estimated assets and debts between $100 million
and $500 million.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
represents the Debtors in their restructuring effort.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MASTER CRAFTERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Master Crafters Auto Rebuilding and Refinishing, Inc.
          dba Master Crafters Auto, Inc.
              Master Crafters
        7410 Westmore Road
        Rockville, MD 20850

Bankruptcy Case No.: 10-32963

Chapter 11 Petition Date: October 6, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Michael G. Wolff, Esq.
                  15245 Shady Grove Road, Suite 465
                  North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  Fax: (301) 816-0592
                  E-mail: smalinowski@gwolaw.com

Scheduled Assets: $69,657

Scheduled Debts: $1,881,893

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-32963.pdf

The petition was signed by Kenneth Moran, president.


MOUNT CLEMENS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mount Clemens Investment Group, LLC
        26300 Telegraph Road, 2nd Floor
        Southfield, MI 48034

Bankruptcy Case No.: 10-71025

Chapter 11 Petition Date: October 7, 2010

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

Judge: Marci B. McIvor

Debtor's Counsel: Charles D. Bullock, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  E-mail: cbullock@sbplclaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mostafa M. Afr, manager.


MOUNTAIN RESORT: Court Disapproves Outline for Reorganization Plan
------------------------------------------------------------------
In the minutes of hearing held September 29, 2010, the Hon. Sidney
B. Brooks of the U.S. Bankruptcy Court for the District of
Colorado denied approval of the disclosure statement explaining
Mountain Resort Properties, LLC's Plan of Reorganization.

The Court directed the Debtor to:

   -- prepare a status report by October 23;

   -- secure the premises and the property must not be removed or
      otherwise disposed of without Court Order.

As reported in the Troubled Company Reporter on August 13,
according to the Disclosure Statement, the Plan contemplates the
Debtor's negotiation with its secured creditor to buy or
restructure that creditor's claims.  General Unsecured Creditors
will be paid in full, just as tax claimants.  Unsecured Creditors
that are insiders of the Debtor will receive no distribution.

The funds required to effectuate the Plan will come from Jeffrey
Sachs, a member of MRP.

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

              About Mountain Resort Properties, LLC

San Diego, California-based Mountain Resort Properties, LLC, is a
California limited liability company formed on September 27, 2007
to hold title to certain real property in the Bachelor Gulch area
of the Beaver Creek Resort.  The Property is a single family house
of roughly 10,000 square feet.  It has five bedroom suites, each
with its own bath and numerous amenities.

MRP filed for Chapter 11 protection on April 5, 2010 (Bankr. D.
Colo. Case No. 10-17709).   F. Kelly Smith, Esq., is the Debtor's
bankruptcy counsel.  The Company disclosed $10,518,745 in
total assets and $6,018,207 in total liabilities as of the
Petition Date.


MYRNA KATZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Myrna L. Katz
        41 Mallard Drive
        Sharon, MA 02067

Bankruptcy Case No.: 10-21023

Chapter 11 Petition Date: October 7, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Christopher M. Condon, Esq.
                  HANIFY & KING, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400 (ext. 441)
                  E-mail: cmc@hanify.com

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

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

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


NAKNEK ELECTRIC: Section 341(a) Meeting Scheduled for Nov. 1
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Naknek
Electric Association, Inc.'s creditors on November 1, 2010, at
1:00 p.m.  The meeting will be held at Old Federal Building, Room
250, 605 West Fourth Avenue, Anchorage, AK 99501-2296.

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.

Naknek, Alaska-based Naknek Electric Association, Inc., filed for
Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. D.
Alaska Case No. 10-00824).  Erik LeRoy, Esq., at Erik Leroy P.C.,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


NAKNEK ELECTRIC: Taps Erik LeRoy as Bankruptcy Counsel
------------------------------------------------------
Naknek Electric Association, Inc., asks for authorization from the
U.S. Bankruptcy Court for the District of Alaska to employ Erik
LeRoy, P.C., as bankruptcy counsel.

Erik LeRoy will, among other things:

     a. prepare records and reports as required by the U.S.
        Bankruptcy Code;

     b. prepare applications and orders submitted to the Court;

     c. formulate and prepare a plan of reorganization; and

     d. identify and prosecute claims or causes of action on
        behalf of the Debtor and the bankruptcy estate.

Erik LeRoy said that he is holding $27,521 in his IOLTA trust
account as a retainer against which post-petition fees approved by
the Court can be paid.

Erik LeRoy 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.

Naknek, Alaska-based Naknek Electric Association, Inc., filed for
Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. D.
Alaska Case No. 10-00824).  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


NAKNEK ELECTRIC: Wants Energy & Resource as Financial Advisor
-------------------------------------------------------------
Naknek Electric Association, Inc., asks for authorization from the
U.S. Bankruptcy Court for the District of Alaska to employ Energy
& Resource Economics as financial advisor.

Energy & Resource will assist the Debtor in the preparation of
construction work plans, financial forecasts, revenue forecasts
and loan applications.  Energy & Resource will be paid $145 per
hour for its services.

Thomas A. Lovas, Energy & Resource's owner, 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.

Naknek, Alaska-based Naknek Electric Association, Inc., filed for
Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. D.
Alaska Case No. 10-00824).  Erik LeRoy, Esq., at Erik Leroy P.C.,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


NAKNEK ELECTRIC: Wants to Hire Kempell Huffman as Special Counsel
-----------------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to employ Kemppel Huffman & Ellis as
special counsel.

Kemppel Huffman has represented the Debtor for more than 40 years
on utility, corporate and general litigation matters.  Kemppel
Huffman is representing the Debtor in a lawsuit against Bristol
Bay Borough arising from damage to the Debtor's drill rig topdrive

On the petition date, the Debtor owed, and still owes, Kemppel
Huffman $14,164.40 for fees incurred more than 90 days prior to
the Petition Date.  The Debtor paid Kemppel Huffman $20,000 on
September 27, 2010, for current fees (fees incurred less than 45
days before the Petition Date) and for a retainer to secure
postpetition fees incurred in the bankruptcy case.

To the best of the Debtor's knowledge, Kemppel Huffman 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.  According to the Debtor, Kemppel Huffman's
status as a creditor of the Debtor holding a $14,164 claim, does
not disqualify it from representation of the Debtor in the matters
disclosed.

Naknek, Alaska-based Naknek Electric Association, Inc., filed for
Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. D.
Alaska Case No. 10-00824).  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


NATIONAL ENVELOPE: To Shut Down Worcester Plant by December 9
-------------------------------------------------------------
Brandon Butler, staff writer at Worcester Business Journal,
reports that National Envelope Corp. would close its Greenwood
Street manufacturing plant in Worcester, ______, by Dec, 9, 2010.

According to the report, there would be permanent mass layoff or
plant closing impacting the Worcester location.  The Company has
filed a Worker Adjustment and Retraining Notification Act with the
state and city, according to Thomas Cristelli, the Company's
executive vice president of operation.

A company letter did not say how many employees will be laid off.
The letter said some of the workers at the Worcester plant may be
offered work at other National Envelope facilities.  The
consolidation of the plant is a result of "excess capacity" from
past acquisitions.

                       About NEC Holdings

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and two
distribution centers and approximately 3,500 employees in the U.S.
and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings estimated assets and debts of $100 million to
$500 million in its Chapter 11 petition.

In September 2010, National Envelope was bought in a roughly
$208 million deal by The Gores Group LLC, a West Coast private
equity firm that manages about $2.9 billion of capital.


PACIFIC ENERGY: Judge Allows Union Oil $22 Million Claim
--------------------------------------------------------
Pacific Energy Resources Ltd.'s Chapter 11 plan confirmation
stumbled out of the gates Tuesday as a bankruptcy judge indicated
he would allow a $22 million administrative claim against the
debtor that threatens a $40 million proposed settlement with the
state of Alaska -- a key component of the debtors' plan,
Bankruptcy Law360 reports.

Judge Kevin J. Carey preempted Pacific Energy's plan confirmation
hearing with the announcement that he would allow Union Oil Co. of
California's claim against debtor Pacific Energy Alaska Operating
LLC, according to Law360.

                        About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engaged in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  The Debtor estimated between $100 million and
$500 million in assets and debts in its Chapter 11 petition.

Attorneys at Pachulski Stang Ziehl & Jones LLP, serve as
bankruptcy counsel to the Debtors.  The Debtors also tapped Rutan
& Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.


PETTERS COMPANY: Trustee Sues JPMorgan, Others in Clawback Bid
--------------------------------------------------------------
Bankruptcy Law360 reports that the trustee overseeing the
bankruptcy of convicted Ponzi schemer Thomas Petters has filed
more adversary complaints against companies that invested with
Petters, including JPMorgan Chase & Co., Ritchie Capital
Management LLC and Acorn Capital Management, placing claims on an
estimated $40 billion the fraudsters laundered over the scheme's
10-year run.

Law360 says trustee Douglas Kelley filed eight complaints Sunday
in the U.S. Bankruptcy Court for the District of Minnesota, where
he has brought 202 lawsuits in the last month.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on Oct. 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., estimated its debts at
$500 million and $1 billion.  Its parent, Petters Group
Worldwide, LLC, estimated its debts at not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PERPETUA INC: Seeks Time to Craft Exit Plan Amid Surveys
--------------------------------------------------------
Perpetua Inc. said it needs the site of a grave-desecration
scandal surveyed before it can sell the property and file a
creditor-repayment plan, Dow Jones' DBR Small Cap reports.

According to the report, citing court papers, Perpetua Inc. is
asking the bankruptcy court to let it have through Nov. 30 to file
the plan and until Jan. 31, 2011, to obtain creditors' support for
the document.  The report relates that the company currently has
until Oct. 15 and Dec. 14, respectively, to accomplish those
goals.

The bankruptcy court will consider the Company's request at a
hearing Oct. 21..

                   About Perpetua Holdings

Arizona-based Perpetua Holdings has owned Burr Oak since 2001.
Perpetua also owns Cedar Park Cemetery in Calumet Park.  Burr Oak
is an Alsip, Ill., cemetery that serves as the resting place of
several prominent African-Americans, including former world
heavyweight champion Ezzard Charles and jazz singer Dinah
Washington.

Perpetua-Burr Oak Holdings of Illinois, L.L.C., Perpetua Holdings
of Illinois, Inc., and Perpetua, Inc., filed for Chapter 11 on
September 14, 2009 (Bankr. N.D. Ill. Lead Case No. 09-34033).

Brian L. Shaw, Esq., and Robert M. Fishman, Esq., at Shaw Gussis
Fishman Glantz Wolfson, serve as counsel to the Debtors.
Perpetua-Burr Oak Holdings estimated assets and debts of $1
million to $10 million.


POZAMENT CORPORATION: Case Summary & 11 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Pozament Corporation
        290 Bic Drive
        Milford, CT 06460
        Tel: (203) 671-0194

Bankruptcy Case No.: 10-32990

Chapter 11 Petition Date: October 1, 2010

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Myles H. Alderman, Jr., Esq.
                  ALDERMAN & ALDERMAN
                  20 Church Street
                  Hartford, CT 06103
                  Tel: (860) 249-0090
                  Fax: (888) 802-9992
                  E-mail: myles.alderman@alderman.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 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-32990.pdf

The petition was signed by Roderick C. McNeil, III, president.


PRINCETON SURGERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Princeton Surgery Center, LLC
          dba The Surgery Center
        2030 Sherman Drive
        Princeton, IN 47670

Bankruptcy Case No.: 10-71778

Chapter 11 Petition Date: October 6, 2010

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

Judge: Basil H. Lorch III

Debtor's Counsel: R. Stephen LaPlante, Esq.
                  KEATING & LAPLANTE
                  101 N.W. First Street, Suite 116
                  P.O. Box 3556
                  Evansville, IN 47734-3556
                  Tel: (812) 463-6093
                  Fax: (812) 463-6094
                  E-mail: rallen@keatingandlaplante.com

Scheduled Assets: $422,804

Scheduled Debts: $1,592,980

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-71778.pdf

The petition was signed by Wagih A. Satar, president and member.


QIMONDA AG: Seeks to Intervene In Row Over Units IP Deal
--------------------------------------------------------
Bankruptcy Law360 reports that Qimonda AG, which recently struck a
multimillion-dollar intellectual property deal with its bankrupt
U.S. subsidiaries, wants a chance to defend the agreement against
a bankruptcy appeal from Samsung Electronics Co. Ltd. and Elpida
Memory Inc.

Qimonda AG filed motions to intervene Monday in the U.S. District
Court for the District of Delaware, Law360 says.

                          About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


REOSTAR ENERGY: Posts $474,600 Net Loss in June 30 Quarter
----------------------------------------------------------
ReoStar Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $474,602 on $964,099 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$704,413 on $701,534 of revenue for the same period ended June 30,
2009.

The Company's balance sheet at June 30, 2010, showed $21.0 million
in total assets, $15.5 million in total liabilities, and
stockholders' equity of $5.5 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Killman, Murrell & Company, P.C., in Odessa, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
has a working capital deficit of $9.2 million due to default
on loan covenants and borrowing base requirements of their lender.

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

               http://researcharchives.com/t/s?6c70

                       About ReoStar Energy

Fort Worth, Tex.-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the State of Texas.  The Company
owns approximately 9,000 acres of leasehold, which include 5,000
acres of exploratory and developmental prospects as well as 4,000
acres of enhanced oil recovery prospects.


RIVER WEST: Can Use BofA's Cash Collateral Until October 28
-----------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized, in a 13th interim
order, River West Plaza-Chicago, LLC, to use Bank of America's
cash collateral until October 28, 2010; or on the occurrence of a
terminating event.

The Debtor will use the cash collateral, including, but not
limited to, the rental income of Joffco Square to pay operating,
overhead and administrative expenses of Joffco Square.

The Debtor relate that the continued operation of the Joffco
Square constitutes adequate protection for its use of the cash
collateral.

                 About River West Plaza-Chicago

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Debtor in its
restructuring efforts.  The Company estimated its assets and debts
at $10 million to $50 million.


RIVER WEST: Submits BoA-Backed Plan of Liquidation
--------------------------------------------------
River West Plaza-Chicago, LLC, and Bank of America, N.A.,
submitted to the U.S. Bankruptcy Court for the Northern District
of Illinois a proposed Plan of Liquidation.

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

According to the Disclosure Statement, the Plan provides for the
liquidation of the Debtor's assets for the resolution of its
outstanding claims and interests.

The Plan provides that Bank of America will be deemed to have an
Allowed Secured Claim in the amount of either: (x) $21,698,546
(which is equal to $22.1 million appraised value for the property
less $401,453 in postpetition
payments received by Bank of America from Debtor during the
Chapter 11 Case); or (y) any other amount established at the
auction as determined by the amount of the prevailing bid,
excluding the additional cash considerations.

The Debtor will make a distribution to Bank of America consisting
of the cash proceeds of the sale of the property in full
satisfaction of the Bank Secured Claim.

Allowed Other Secured Claims, including any Allowed Mechanic's
Lien Claims, will receive cash in the Allowed amount of the
Secured Claim.

Each Allowed General Unsecured Claim in Class 2 will receive cash
in the Allowed amount of the claim (without interest).

Bank of America will be deemed to have an Allowed Unsecured Claim
in an amount equal to either: (a) $4,058,002; or (b) other amount
as established at the auction as determined by the amount of
the Prevailing Bid.  The Bank Deficiency Claim will not be subject
to objection, disallowance, or subordination.  Bank of America
will receive the sum of $600,000 in full satisfaction of the Bank
Deficiency Claim, except that Bank of America will be entitled to
receive additional Distributions that may be available.

Allowed Class 3 Interests will receive no distribution under
the Joint Plan, will retain no property whatsoever under the Joint
Plan, and will be deemed to be extinguished on the Effective Date.

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

BofA is represented by:

     Gus A. Paloian, Esq.
     Jason J. DeJonker, Esq.
     James B. Sowka, Esq.
     SEYFARTH SHAW LLP
     131 South Dearborn Street
     Chicago, IL 60603
     Tel: (312) 460-5000
     Fax: (312) 460-7000

The Debtor is represented by:

     Forrest B. Lammiman, Esq.
     David L. Kane, Esq.
     MELTZER, PURTILL & STELLE LLC
     300 South Wacker Drive, Suite 3500
     Chicago, IL 60606-6704
     Tel: (312) 987-9900
     Fax: (312) 987-9854

                 About River West Plaza-Chicago

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Debtor in its
restructuring efforts.  The Company estimated its assets and debts
at $10 million to $50 million.


ROBERT BERISH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Robert Berish
               Ilene Berish
               64 Lincoln Road
               Sharon, MA 02067

Bankruptcy Case No.: 10-21027

Chapter 11 Petition Date:  October 7, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtors' Counsel: Brendan C. Recupero, Esq.
                  JAGER SMITH P.C.
                  One Financial Center
                  Boston, MA 02211
                  Tel: (617) 951-0500
                  Fax: (617) 951-2414
                  E-mail: brecupero@jagersmith.com

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

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

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

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
North American Associates, LLP        10-13611            04/02/10


SALPARE BAY: Plan Outline Hearing Scheduled for November 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on November 4, 2010, at 1:30 p.m., to consider adequacy
of the Disclosure Statement explaining Salpare Bay, LLC's proposed
Plan of Reorganization.  Objections, is any, are due seven days
prior to the hearing date.

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

The Debtor and Harbor Investors, LLC, are the owners of real
property on Hayden Island, Portland, Oregon that was to be
developed into a luxury riverfront planned community of 204 high-
end residential water view condominium units.

According to the Disclosure Statement, the Plan provides that the
Debtor will refinance the property through an FHA loan, or a
conventional loan, which will allow the Debtor to develop a multi-
family residential project in two phases around the Marina, with
Creditors holding Allowed Claims secured by perfected construction
liens to be paid in full by June of 2013.  Creditors with
Unsecured Claims will be paid from either or both additional loan
proceeds or Net Operating Income generated by the Debtor post-
confirmation.

The only secured creditors in the Chapter 11 case are the county
taxing authorities and creditors asserting that they hold a claim
secured by a perfected Construction Lien asserted under Oregon law
or by judgment.  The claimants will be paid in full by June 2013
from loan proceeds obtained by the Debtor.  Small creditors with
unsecured claims equal to or less than $2,000 will be paid 100% of
their allowed claim in cash, with 25% being paid within 60 days of
the Effective Date of the Plan and the remaining 75% being paid on
or before October 31, 2011.  Creditors holding general unsecured
claims will receive pro rata distributions of 30% of Net Operating
Income generated by the Reorganized Debtor on a quarterly basis
for five years.  All postpetition and administrative expense
claims will be paid upon the effective date unless the claimant
agrees to different treatment in writing.  All current equity
interests will be cancelled and new equity may be issued.

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

The Debtor can be reached at:

     Tara J. Schleicher, Esq.
     Peter C. McKittrick, Esq.
     Christopher L. Parnell, Esq.
     FARLEIGH WADA WITT
     121 SW Morrison Street, Suite 600
     Portland, Oregon 97204-3136
     Tel: (503) 228-6044
     E-mail: TSchleicher@fwwlaw.com
             PMcKittrick@fwwlaw.com
             CParnell@fwwlaw.com

                         About Salpare Bay

Salpare Bay operates a condominium.

Vancouver, Washington-based Salpare Bay, LLC, filed for Chapter 11
bankruptcy protection on June 7, 2010 (Bankr. D. Ore. Case No. 10-
35333).  Tara J. Schleicher, Esq., who has an office in Portland,
Oregon, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


SARGENT RANCH: Plan Promises Full Payment of Unsecureds by 2017
---------------------------------------------------------------
Sargent Ranch, LLC, submitted to the U.S. Bankruptcy Court for the
Southern District of California a proposed Plan of Reorganization.

The Plan provides that after the effective date, the Sargent Ranch
property and the Reorganized Debtor's operations will be used to
implement the Plan and will be devoted to payment of all operating
expenses and distributions to creditors.

The Plan provides that the secured creditors will be receiving
substitute collateral through the liquidating trust.  As of the
effective date, all liens and encumbrances on the Sargent Ranch
property in existence prior to the effective date will be
eliminated and replaced by the deed of trust held by the
liquidating trust.

Under the Plan, general and subordinated unsecured claims will be
paid in full without interest after the payment in full of all
secured claims.  The payments will be paid pro rata semi-annually
by the distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.

In the event that the promissory note is not paid in full within
seven years after the effective date of the Plan for secured
creditors and 10 years after the effective date of the Plan for
unsecured creditors, the liquidating trustee, within its
discretion, will have the right to foreclose on the note and deed
of trust, negotiate a further extension of the note or a
conversion of the note into permanent equity ownership of up to
10% of the Reorganized Debtor.

The Debtor intends to use up to $20 million in priming financing
to develop the businesses on the Sargent Ranch property.  This
will provide a substantial increase in the value of the
Reorganized Debtor.  The Debtor plans to use part of the proceeds
of the financing to further investigate the timing, costs and
benefits of both solar and wind energy facilities.

A full-text copy of the Plan is available for free at:

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

                      About Sargent Ranch, LLC

La Jolla, California-based Sargent Ranch, LLC, a California
Limited Liability Company, filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Calif. Case No. 10-
00046).  John L. Smaha, Esq., at Smaha Law Group, APC, assists the
Company in its restructuring effort.  The Company estimated its
assets at $500 million to $1 billion and debts $50 million to
$100 million.


SAVANNAH OUTLET: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------
Savannah Outlet Shoppes asks for authorization from the U.S.
Bankruptcy Court for the Southern District of Georgia to use the
cash collateral securing their obligation to their prepetition
lenders until December 2010.

Comm 2006-C8 Gateway Boulevard Limited Partnership is the Debtor's
senior secured creditor.  In conjunction with the financing
arrangement, the Debtor granted Comm 2006-C8's predecessor-in-
interest a first priority perfected secured interest in and to,
inter alia, Debtor's real property and the proceeds related
thereto including rents to secure a debt with a present balance of
approximately $10,134,000.

Debtor's real property is also encumbered by a second priority
Deed to Secure Debt which is being serviced by Wells Fargo
Commercial Mortgage Servicing, securing a debt of approximately
$600,000.

The proceeds of the Debtor's real property, including rents, may
constitute cash collateral of the Lenders.

Karen Fagin White, Esq., at Cohen Pollock Merlin & Small PC,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/SAVANNAH_OUTLET_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
provide as adequate protection $28,400 per month to Comm 2006-C8
and $6,600 per month to Wells Fargo.  To the extent it utilizes
Lenders' cash collateral, the Debtor proposes to grant the Lenders
a replacement liens on all property of the Debtor and the estate,
of the same kind, and to the extent and priority as existed prior
to the Petition Date.

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. S.D. Ga. Case No. 10-42135).  Karen F.
White, Esq., at Cohen Pollock Merlin & Small PC, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


SAVANNAH OUTLET: Section 341(a) Meeting Scheduled for Nov. 2
------------------------------------------------------------
The U.S. Trustee for the Southern District of Georgia will convene
a meeting of Savannah Outlet Shoppes, LLC's creditors on November
2, 2010, at 2:30 p.m.  The meeting will be held at Commerce
Building, 222 West Oglethorpe Avenue, Room. 304, Savannah, GA
31401.

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.

Claremont, California-based Savannah Outlet Shoppes, LLC, filed
for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr.
S.D. Ga. Case No. 10-42135).  Karen F. White, Esq., at Cohen
Pollock Merlin & Small PC, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


SAVANNAH OUTLET: Taps Cohen Pollock as Bankruptcy Counsel
---------------------------------------------------------
Savannah Outlet Shoppes, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Southern District of Georgia to employ
Cohen Pollock Merlin & Small, A Professional Corporation, as
bankruptcy counsel.

Cohen Pollock will:

     (a) prepare pleadings and applications and conduct
         examinations incidental to administration;

     (b) develop the relationship of the status of debtor-in-
         possession to the claims of creditors in the bankruptcy
         case;

     (c) advise the Debtor of its rights, duties, and obligations
         as debtor-in-possession; and

     (d) take any and all other necessary action incident to the
         proper preservation and administration of the estate.

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

         Gus H. Small                            $450
         Karen Fagin White                       $425
         Bruce Z. Walker                         $345
         Anna M. Humnicky                        $275
         Brent W. Herrin                         $250
         Garrett H. Nye                          $175
         Karla L. Lemons, Paralegal              $170
         Lesley A. Zebrowitz, Paralegal          $150
         Patricia S. Small, Paralegal            $140

Karen Fagin White, Esq., a partner at Cohen Pollock, 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.

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. S.D. Ga. Case No. 10-42135).  The Debtor
estimated its assets and debts at $10 million to $50 million.


SAVANNAH OUTLET: Wants to Hire Bulovic Law as Local Co-Counsel
--------------------------------------------------------------
Savannah Outlet Shoppes, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Southern District of Georgia to employ
Bulovic Law Firm, LLC, as local co-counsel.

Bulovic Law will, among other things:

     (a) prepare pleadings and applications incidental to
         administration;

     (b) conduct examinations and attend hearings incidental to
         administration;

     (c) develop the relationship of the status of debtor-in-
         possession to the claims of creditors in the bankruptcy
         case; and

     (d) advise the Debtor of its rights, duties, and obligations
         as debtor-in-possession.

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

         Mark Bulovic                            $275
         L. Stephen O'Hearn, Jr.                 $225
         Margaret Gunkel, Paralegal              $120
         Crystal Delaurentis, Paralegal          $115

Mark Bulovic, Esq., a member at Bulovic Law, 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.

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. S.D. Ga. Case No. 10-42135).  The Debtor
estimated its assets and debts at $10 million to $50 million.


SEAN PICHELMAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Sean Allen Pichelman
               Jessica Lea Pichelman
               2504 S. Atlantic Avenue, #1
               New Smyrna Beach, FL 32169

Bankruptcy Case No.: 10-08864

Chapter 11 Petition Date: October 11, 2010

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

Debtors' Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $785,390

Scheduled Debts: $2,131,513

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-08864.pdf


SHERRILL MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Sherrill Manufacturing, Inc.
        102 East Seneca Street
        Sherrill, NY 13461

Bankruptcy Case No.: 10-62669

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Debtor's Counsel: Neil Joseph Smith, Esq.
                  MACKENZIE HUGHES LLP
                  101 South Salina Street, Suite 600
                  Syracuse, NY 13202
                  Tel: (315) 233-8226
                  Fax: (315) 426-8358
                  E-mail: nsmith@mackenziehughes.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nynb10-62669.pdf

The petition was signed by Gregory Owens, executive vice
president.


SHUBH HOTELS: Bankruptcy-Exit Plan Hinges on Shift to Wyndham
-------------------------------------------------------------
Shubh Hotels Pittsburgh LLC has filed a bankruptcy-exit plan that
includes a $4 million commitment from its current owner for the
rebranding, Dow Jones' DBR Small Cap reports.

According to the report, the $4 million pledge from Pittsburgh
Grand LLC, which court papers show holds a 99% stake in the
Pittsburgh hotel operator, will ensure that Shubh Hotels can carry
out necessary renovations to operate as a Wyndham Grand hotel.  In
addition, the report relates, Pittsburgh Grand will provide $8
million in letters of credit to guarantee creditor payments under
Shubh Hotels' Chapter 11 plan of reorganization.

The plan proposes to use the revenue Shubh Hotels generates from
its operations as a Wyndham hotel to pay its creditors in full
over time, the report adds.

                         About Shubh Hotels

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


SKILLED HEALTHCARE: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised all its ratings
on Foothill Ranch, Calif.-based nursing home operator Skilled
Healthcare Group Inc.  S&P raised the corporate credit rating to
'B' from 'CCC'.

At the same time, S&P raised the senior secured rating to 'B+'
(one notch higher than the corporate credit rating) from 'CCC+'.
The recovery rating remains '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.

In addition, S&P raised the rating on Skilled Healthcare's
subordinated debt to 'CCC+' (two notches below the corporate
credit rating) from 'CC'.  The recovery rating on this debt
remains '6', indicating S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

S&P removed all ratings from CreditWatch with developing
implications.  The removal from CreditWatch follows S&P's belief
that a settlement related to a complaint filed more than four
years ago will supersede the original jury verdict, which could
have had ominous implications for the company.  The outlook is
stable.

"The rating actions reflect S&P's opinion regarding the settlement
of a lawsuit against the company that eliminated the overhang
regarding the risks to the future survival of the company as a
result of the original $671 million jury verdict," said Standard &
Poor's credit analyst David Peknay.  S&P assumes that the terms of
the settlement will be approved by the Superior Court of
California, Humboldt Co.

"S&P believes that the key implications of the settlement, which
requires the company to deposit $50 million into an escrow account
to cover settlement payments to class members," added Mr. Peknay,
"will only modestly increase debt, and weaken liquidity."  S&P
does not expect that the possible costs associated with
requirement that the company adhere to specified nurse staffing
levels for a 24-month injunction period will be large enough to be
a significant rating factor.


SOUTHEAST BANKING: Wants Dec31 Extension for Plan to Take Effect
----------------------------------------------------------------
Jeffrey H. Beck, Chapter 11 Trustee for the estate of Southeast
Banking Corporation, asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend until December 31, 2010,
the deadline for occurrence of the effective date of the Third
Amended Chapter 11 Plan of Reorganization.

The Chapter 11 trustee explains he needs more time to pursue
potential investors for alternative transactions with interested
parties on the form and substance of potential transactions.  The
potential transactions are in the early stages of discussion, a
commitment from an investor is not imminent, and the likelihood
that any such transaction will be consummated is speculative at
this point.

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SOUTHEAST TELEPHONE: Plan to Take Effect After Sale Licenses
------------------------------------------------------------
Joseph M. Scott, Jr. of the U.S. Bankruptcy Court for the Eastern
District of Kentucky ordered that the final closing date and
effective date of SouthEast Telephone, Inc.'s Chapter 11
Liquidating Plan will be the date which the purchaser obtains all
approvals and licenses required for consummation of the sale.

As reported in the Troubled Company Reporter on August 25, 2010,
the Court confirmed the Debtor's Plan which provides for the sale
to Lightyear Network Solutions Inc.  Under the Plan, Lightyear
will pay $560,000 cash toward the costs of SouthEast's Chapter 11
case and transfer 200,000 of its shares to SouthEast's existing
equity holders.  Lightyear will also assume $3.77 million in
secured debt.

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

                  About SouthEast Telephone, Inc.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  The Debtor
disclosed $15,573,655 in assets and $31,423,707 in debts.


SPANSION INC: Seeks Lenders' Approval to Use $85 Million Cash
-------------------------------------------------------------
Spansion Inc. is seeking approval from its lenders to use up to
$85 million in cash to purchase a portion of its shares that,
pursuant to Spansion's chapter 11 plan of reorganization, are
currently being held in reserve for certain disputed claims.  Such
a purchase of shares may require bankruptcy court approval.

The company also updated its third quarter outlook. Spansion
expects U.S. GAAP net sales between $300 and $310 million, non-
GAAP adjusted net sales between $310 and $320 million, GAAP loss
per diluted share between ($0.90) to ($1.15) and non-GAAP adjusted
earnings per diluted share between $0.60 to $0.70.  The cash
balance as of September 26, 2010 is expected to be approximately
$330 million.


                          Previously Disclosed  Updated Outlook for Q3
                          Outlook for Q3 2010             2010
    US GAAP net sales       $285 - $300 million     $300 - $310 million
    Non-GAAP adjusted net
     sales                  $300 - $320 million     $310 - $320 million
    GAAP loss per diluted
     share                 ($0.66) - ($0.91)       ($0.90) - ($1.15)
    ---------------------  -----------------       -----------------
    Non-GAAP adjusted
     earnings per diluted
     share                        $0.40 - $0.60           $0.60 - $0.70
    ---------------------         -------------           -------------

Spansion will announce third quarter results on October 26 at 1:30
p.m. PDT / 4:30 p.m. EDT. A live webcast of the conference call
can be accessed through the investor relations section of
Spansion's website at http://investor.spansion.com

Dial-in: 1-866-543-6403 (US), 1-617-213-8896 (international),
Passcode: 68484998.

An audio replay will be available within two hours of the call and
may be accessed via dial-in at 1-888-286-8010, international 1-
617-801-6888 with the Passcode of 37158275 or by webcast on the
investor relations section of Spansion's website at
http://www.spansion.com/


                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


STATES INDUSTRIES: Can Sell Property to Hanlon Family Trust
-----------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon authorized States Industries, Inc., to sell the
sale of property of the estate - 4400 Makena Road, No. 802, Kihei,
Hawaii - to Alan Hanlon, Dianne Louilla Hanlon, Trustee under the
Irrevocable Trust Agreement for the Hanlon Family Trust, or
another affiliate of Mr. or Ms. Hanlon.

The buyer will acquire all of the Debtors' and the bankruptcy
estate's right, title and interest in and to the property, free
and clear of all liens, claims and encumbrances.  The release
specifically includes any claim or interest held against the
property by Wells Fargo Bank, N.A., and by Renwood States Lending
Inc.  The lien held by Wells Fargo Bank, N.A. will be paid in
full, and Renwood States Lending Inc., consented to release its
lien in exchange for all net proceeds.  The proceeds of the sale
will be distributed directly from escrow.

                      About States Industries

Eugene, Oregon-based States Industries, Inc., manufactures and
sells natural wood veneered panels to consumers in the form of
residential wall paneling.  States Industries also manufactures
and sells industrial panels to manufacturers of cabinets,
furniture, store fixtures and architectural interiors.  States
Industries' consumer products are sold through retail home
improvement stores.

States Industries filed for Chapter 11 bankruptcy protection on
August 24, 2010 (Bankr. D. Ore. Case No. 10-65148).  Brad T.
Summers, Esq., and Justin D. Leonard, Esq., who have an office in
Portland, Oregon, assist the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $20,615,286 in
total assets and $28,458,541 in total liabilities as of the
petition date.


SW BOSTON: Can Access Lenders' Cash Collateral Until November 26
----------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts authorized SW Boston Hotel Venture LLC,
et al.'s use of cash collateral securing their obligation to their
prepetition lenders until November 26, 2010.

A hearing to consider the Debtors' continued use of the cash
collateral will be held on November 17 at 11:00 a.m.   Objections,
if any, are due November 15 at 12:00 p.m.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors will
grant the prepetition lenders replacement liens on the same types
of postpetition property of the estates against which the
lienholders hold liens as of the petition date.

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  The Company filed for Chapter 11
bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No.
10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq.,
at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


TEAM ONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Team One Transport, Inc.
        4161 N. 150 W.
        Columbus, IN 47201

Bankruptcy Case No.: 10-15246

Chapter 11 Petition Date: October 8, 2010

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

Judge: Anthony J. Metz, III

Debtor's Counsel: Fred L. Cline, Esq.
                  Samuel D. Hodson, Esq.
                  Wendy D. Brewer, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF, LLC
                  One American Square, Suite 2300
                  Indianapolis, IN 46282
                  Tel: (317) 632-3232
                  Fax: (317) 632-2962
                  E-mail: fcline@beneschlaw.com
                          shodson@beneschlaw.com
                          wbrewer@beneschlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-15246.pdf

The petition was signed by Kris Kohls, manager.


TEXAS COMPETITIVE: Fitch Assigns 'B'/RR2 Rating on $336 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B'/RR2 to the new issuance
of $336 million 15% senior secured second lien notes due 2021 by
Texas Competitive Electric Holdings Company LLC.  The notes were
issued pursuant to an exchange agreement between TCEH and an
institutional investor, whereby the investor surrendered
approximately $478 million of TCEH's 10.25% senior notes due 2015
and 10.5%/11.25% senior toggle notes due 2016 in exchange for the
new second lien debt.  The new notes are secured, on a second
priority basis, by the power generation assets and retail supply
business owned by TCEH's wholly owned subsidiaries.

In addition, Fitch affirmed TCEH's Issuer Default Rating at 'CCC'
and revised the Rating Outlook to Negative from Stable.  Due to
inter-company linkages, Fitch also affirmed the IDRs of Energy
Future Holdings Corp, Energy Future Intermediate Holding Company
LLC and Energy Future Competitive Holdings Company at 'CCC' and
revised the companies' Outlooks to Negative from Stable.  Oncor
Electric Delivery Company LLC's 'BBB-' IDR and Stable Outlook are
unaffected by the rating actions.

The 'B/RR2' rating of the new second lien debt reflects TCEH's
collateral valuation and the second lien debt's subordination to
approximately $23.4 billion of TCEH senior secured bank facilities
secured on a first-priority basis.  Recovery Ratings for TCEH are
based on the values of power facilities as outlined in Fitch's
report 'Energy Future Holdings Corp.', dated April 21, 2010.
Fitch believes that the value of TCEH's generation assets and
retail business supports full recovery prospects for secured
lenders.  However, Fitch has suppressed the ratings for the new
second lien notes to 'B/RR2' on the expectation that TCEH will
take advantage of the available second lien borrowing capacity to
issue more debt at this level going forward.

The debt exchange completed last week was not deemed to be a
coercive exchange, since the holders received substantial
collateral, improved seniority and a higher coupon.  This
mitigates, to a large extent, the 30% reduction in principal and
extension of maturity.  Also, failure to complete the exchange
would not have triggered TCEH's insolvency or bankruptcy.  For
Fitch's relevant criteria, see 'Coercive Debt Exchange Criteria',
March 3, 2009.  The debt exchange marginally reduces TCEH debt
balances with little impact to interest expense and is, hence, a
small step toward whittling down the debt and managing the over-
leveraged capital structure.  It does, however, establish a
benchmark for second lien debt, and Fitch believes that TCEH could
issue additional debt to be used in negotiations for future debt
exchanges, which may be deemed coercive.

The Negative Outlook for TCEH is driven by the persistent weakness
in the forward natural gas curve that increases rating concerns
about the open (unhedged) position beyond 2012; approximately 49%
and 82% of TCEH's gas exposure is open in 2013 and 2014,
respectively, as of June 30, 2010.  Other concerns include the
longer run uncertainties posed by the unpromulgated regulations
regarding collateral posting requirements due to the recently
enacted financial derivative legislation and relatively high cost
of future market access/debt exchanges as reflected in the 15%
coupon paid by TCEH on the new second lien debt.  However, in the
near to intermediate term, TCEH cash flows are supported by stable
operations, a favorable mix of power generation facilities in a
relatively robust power market, hedge positions at favorable
prices for the next two years, and a profitable retail marketing
subsidiary that partly offsets low margins from power generation.

Key rating factors for TCEH include: the forward curve for natural
gas prices for 2013 and beyond, future electric power demand and
market heat rates in ERCOT, high-yield capital market conditions
over the next few years, and the risk of coercive exchanges
affecting unsecured creditors.  These are key rating factors for
EFH, EFIH and EFCH as well, since TCEH provides most of the
consolidated cash flows.

Fitch assigns this rating:

Texas Competitive Electric Holdings Company LLC

  -- Senior secured second lien notes 'B/RR2'.

Fitch affirms and revises Outlooks to Negative from Stable for
these ratings:

Texas Competitive Electric Holdings Company LLC

  -- IDR at 'CCC';

  -- Senior secured bank facilities at 'B+/RR1';

  -- Secured lease facility bonds at 'B-/RR3' (secured by certain
     combustion turbine assets);

  -- Guaranteed notes at 'CCC/RR4';

  -- Senior unsecured debt (non-guaranteed) including various
     pollution control bonds issued by the Brazos River Authority
     (TX), Sabine River Authority (TX), and Trinity River
     Authority (TX) at 'CC/RR5'.

Energy Future Holdings Corp
Energy Future Intermediate Holdings Corp
Energy Future Competitive Holdings

  -- IDR at 'CCC'.


THOMPSON PUBLISHING: Gets Final Approval for $3 Million Loan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Thompson Publishing Holding Co. secured final
approval for $3 million in financing to support the reorganization
case.  The financing agreement requires holding the auction by
November 17, with the sale-approval hearing no more than five
business days later.  The loan will also be defaulted if Thompson
loses the exclusive right to propose a plan or a plan is filed
without the lenders' "prior written consent."

Mr. Rochelle relates that at the hearing October 12, the
bankruptcy judge in Delaware also approved auction procedures.
The hearing for approval of the sale is scheduled for Nov. 19.
Revised auction rules and procedures resulting from yesterday's
hearing weren't yet on file.

Thompson Publishing faced opposition to procedures for the auction
and sale of the business from creditor Ableco Finance LLP and the
U.S. Trustee.  Ableco contends there is no need for an "extremely
expedited sale process."  The U.S. Trustee argued that the
proposed auction procedures give the first-lien lenders control
"at every step."

Thompson Publishing sought approval to conduct an auction where
the first lien lenders would lead the auction with their credit
bid.

The first lien lenders have entered into an asset purchase
agreement with the Debtors.  A copy of the agreement is available
for free at http://bankrupt.com/misc/THOMPSON_apa.pdf

Under the proposed rules, absent higher and better offers, the
first lien lenders will buy the business in exchange for (a) a
credit bid in the amount of $42,000,000; (b) cash in an amount
sufficient for (i) the repayment of outstanding obligations under
a DIP facility, (ii) payment of the cure costs, and (iii) without
duplication, payment of any carve-out and any additional amounts
payable pursuant to and in accordance with a wind-down budget; and
(c) assumption of certain of the Debtors' liabilities.  The
Potential Purchaser also has the option to assume certain of the
Debtors' accounts payable incurred in the ordinary course of
business prior to the Petition Date by designating the accounts
payable five business days prior to the auction or seven business
days before the sale hearing.

A copy of the auction procedures proposed by the Debtors is
available for free at:

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

According to the auction rules, the Debtors, with the consent of
the first lien agent and after consultation with the committee,
will determine whether a bid for less than substantially all of
the Debtors' assets qualifies as a qualified partial bid.  The
bidding at the auction will start at the purchase price stated
in the starting qualified bid -- to be determined by the Debtors,
with the consent of the first lien agent and after consultation
with the committee -- and then continue in minimum increments of
$250,000.

                     About Thompson Publishing

Thompson Publishing Holding Co. Inc., which produces books on
regulatory trends and how they affect businesses and government,
sought bankruptcy protection from creditors (Bankr. D. Del. Case
No. 10-13070) on September 21, 2010.  Thompson is majority owned
by Avista Capital Partners, which bought a 50% stake in the
company for $130 million in 2006.  Thompson estimated assets of
$10 million to $50 million and debts of $100 million to $500
million in its Chapter 11 petition.

Six affiliates, including Thompson Publishing Group, Inc., filed
separate Chapter 11 petitions.

Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott,
Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtors
in their restructuring effort.


THOMPSON PUBLISHING: Stalking Horse Veto Power Extension Junked
---------------------------------------------------------------
Bankruptcy Law360 reports that Judge Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware on Tuesday shot down
Thompson Publishing Group Inc.'s attempt to extend an effective
veto power to its stalking horse bidder in an upcoming auction of
the company's assets, agreeing with the U.S. trustee that the move
could have a chilling effect on competing bids.

Thompson Publishing faced opposition to procedures for the auction
and sale of the business from creditor Ableco Finance LLP and the
U.S. Trustee.  Ableco contends there is no need for an "extremely
expedited sale process."  The U.S. Trustee argued that the
proposed auction procedures give the first-lien lenders control
"at every step."

Thompson Publishing sought approval to conduct an auction where
the first lien lenders would lead the auction with their credit
bid.

The first lien lenders have entered into an asset purchase
agreement with the Debtors.  A copy of the agreement is available
for free at http://bankrupt.com/misc/THOMPSON_apa.pdf

Under the proposed rules, absent higher and better offers, the
first lien lenders will buy the business in exchange for (a) a
credit bid in the amount of $42,000,000; (b) cash in an amount
sufficient for (i) the repayment of outstanding obligations under
a DIP facility, (ii) payment of the cure costs, and (iii) without
duplication, payment of any carve-out and any additional amounts
payable pursuant to and in accordance with a wind-down budget; and
(c) assumption of certain of the Debtors' liabilities.  The
Potential Purchaser also has the option to assume certain of the
Debtors' accounts payable incurred in the ordinary course of
business prior to the Petition Date by designating the accounts
payable five business days prior to the auction or seven business
days before the sale hearing.

A copy of the auction procedures proposed by the Debtors is
available for free at:

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

According to the auction rules, the Debtors, with the consent of
the first lien agent and after consultation with the committee,
will determine whether a bid for less than substantially all of
the Debtors' assets qualifies as a qualified partial bid.  The
bidding at the auction will start at the purchase price stated
in the starting qualified bid -- to be determined by the Debtors,
with the consent of the first lien agent and after consultation
with the committee -- and then continue in minimum increments of
$250,000.

                     About Thompson Publishing

Thompson Publishing Holding Co. Inc., which produces books on
regulatory trends and how they affect businesses and government,
sought bankruptcy protection from creditors (Bankr. D. Del. Case
No. 10-13070) on September 21, 2010.  Thompson is majority owned
by Avista Capital Partners, which bought a 50% stake in the
company for $130 million in 2006.  Thompson estimated assets of
$10 million to $50 million and debts of $100 million to $500
million in its Chapter 11 petition.

Six affiliates, including Thompson Publishing Group, Inc., filed
separate Chapter 11 petitions.

Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott,
Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtors
in their restructuring effort.


TRIBUNE CO: Aurelius Objects to Claims Settlement
-------------------------------------------------
Bankruptcy Law360 reports that Aurelius Capital Management LP has
objected to requests by bankrupt Tribune Co.'s unsecured creditors
to begin resolving claims against the media giant, arguing that
the process the creditors have proposed is insufficient.

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.


TRIBUNE CO: Pitches $420M Settlement for Bondholder Debt
--------------------------------------------------------
Bankruptcy Law360 reports that Tribune bondholders that hold more
than $1 billion in unsecured debt, including money manager
Aurelius Capital Management LP, would receive $420 million under
the terms of a plan the bankrupt media conglomerate will float by
Oct. 15, the debtor said Tuesday, having enlisted more allies such
as the unsecured creditors committee and JPMorgan Chase Bank NA.

Law360 says Tribune's announcement appeared to mark a deal between
so-called Step One lenders, such as JPMorgan, and private equity
groups Oaktree Capital Management LP and Angelo Gordon & Co. LP.

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.


U.P. HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: U.P. Hotel Group, Inc.
        dba Best Western Franklin Square Inn
        820 Shelden Ave.
        Houghton, MI 49931

Bankruptcy Case No.: 10-90714

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Marquette)

Judge: James D. Gregg

Debtor's Counsel: Dane P. Bays, Esq.
                  BAYS LAW OFFICES
                  908 North Third Street
                  Marquette, MI 49855
                  Tel: (906) 228-6103
                  E-mail: j1jensen@charterinternet.com

Scheduled Assets: $246,603

Scheduled Debts: $3,957,978

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-90714.pdf

The petition was signed by Gary R. Lubinski, vice president.


US AIRWAYS: District Court Vacates Order on ADA Claims
------------------------------------------------------
Judge Nancy Gertner of the U.S. District Court for the District of
Massachusetts vacated an order issued by the District Court on
September 22, 2009, granting a motion to dismiss filed by
defendant US Airways Inc.

Judge Gertner also granted a motion for reconsideration of the
District Court's ruling on "preemption" issues filed by
Plaintiffs Ben Mitchell, Ricardo Engerman, Dennis Cashman, Raji
Lahcen, Donald Willoughby, Anthony Smith, Stephen Touma, Joseph
Mathieu, Isaac Williams, Donald Chandler, Wilmer Preston, Kevin
Davis, Lee Hardin, Steven McCoy, and all others similarly
situated.

The District Court had granted on September 22, 2009, US Airways'
Partial Motion to Dismiss, concluding that a number of the
Plaintiffs' claims are preempted by the Airline Deregulation Act
because they related to airline services.

Ben Mitchell, et. al., contended that the District Court erred
when it granted the motion to dismiss on the basis of Brown v.
United Airlines, No. 08-10689, saying:

(a) the Court made numerous factual assumptions about how
     United could have responded to Plaintiffs' challenge to
     the $2 charge; and

(b) the Court inaccurately concluded that Plaintiffs had
     rejected the possibility that a change in United's methods
     of notifying passengers about the $2 charge could resolve
     the claims in the case.

Accordingly, the Plaintiffs asked the Court to reverse its
decision dismissing their claims under the ADA.

"Indeed . . . I should not have ruled the claim preempted based
on a significant impact on prices or services, at least at this
stage of the case," said Judge Gertner.

Judge Gertner said she will wait to address field preemption
until later in the case for two reasons:  First, the parties have
never fully briefed the issue.  Second, a decision on field
preemption likely would not result in a final judgment; even if
US Airways is correct that federal regulations occupy the field
of communications between airlines and passengers, it appears the
Plaintiffs would still be able to proceed on their retaliation
claims and their alternative theory of tortious interference,
that passengers are unlikely to tip in addition to the bag fee,
she said.

"Since I conclude that the claims should not be dismissed, I need
not address plaintiffs' arguments regarding ADA preemption of
claims involving employees of a contractor and the
appropriateness of a presumption against preemption in areas of
traditional state regulation," Judger Gertner added.

Any further motions for reconsideration of dismissal will not be
entertained, the District Court held.  All ADA and field
preemption issues may be addressed in a summary judgment motion
after the parties have conducted additional discovery.  At that
time, Judge Gertner said, the parties may wish to brief whether
the same ADA preemption analysis applies to the claims that US
Airways retaliated against the Plaintiffs for filing this
lawsuit.  US Airways may also raise any other arguments it
originally set forth in its motion to dismiss, in light of the
subsequent settlement with Prime Flight and amendments to
plaintiffs' complaint, she said.

      USAir Seek More Time to File Scheduling Order

The District Court had directed the parties in the complaint to
file a new joint scheduling statement by September 20, 2010.

However, US Airways requested that they be given up to and
including October 11, 2010, to submit their joint scheduling
order.

Jeffrey M. Rosin, Esq., at Constangy, Brooks & Smith, LLP, in
Boston, Massachusetts, relates that the parties are considering a
joint request for a stay of further litigation of the matter, in
particular because the case of DiFiore v. American Airlines,
Inc., Civil Action No. Docket No. 07-10070-WGY is currently being
briefed to the First Circuit Court of Appeals.

"As this Court knows, a central issue in such appeal is whether
the DiFiore plaintiffs' state statutory and common law claims
regarding American Airlines' $2 curbside baggage charge are
preempted by the ADA," says MR. Rosin.  "Since the Mitchell
plaintiffs raise two identical claims here (among others), the
parties are in agreement that the First Circuit's decision in
DiFiore will impact the claims in this case.  The parties need
additional time to evaluate whether they want to make a joint
request for a stay."

Additionally, Mr. Rosin relates that:

  * in the upcoming days, US Airways will be seeking permission
    for its counsel, O'Melveny & Myers LLP, to join current
    counsel for US Airways in the matter.  US Airways,
    therefore, requests additional time for OMM to familiarize
    itself with the proceedings and discovery.

  * the Plaintiffs are obligated to file their Fourth Amended
    Complaint and, once filed, US Airways is obligated to answer
    and assert its affirmative defenses thereto within the time
    required by the Rules of Civil Procedure.

To the extent the Plaintiffs file their Fourth Amended Complaint
at a time which would obligate US Airways to respond on or before
October 11, 2010, the parties have conferred and agree that US
Airways' obligation to respond will be stayed until such time as
the parties agree within the proposed joint scheduling order.

US Airways assures the Court that the additional time to file the
joint scheduling order will not prejudice Plaintiffs in the
pursuit of their claims.  Counsel for Plaintiffs has also
assented to the relief requested, US Airways points out.

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Had $2.49 Billion Cash at June 30
---------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on October 5, 2010, a report updating its
financial and operational outlook for 2010:

  * 2010 Capacity Guidance -- For 2010, total system capacity is
    expected to be up slightly.  Mainline is forecast to be up
    approximately one percent, with domestic down approximately
    one percent and international up approximately eight
    percent.  Express is expected to be down approximately one
    percent.

  * Cash -- As of June 30, 2010, the Company had approximately
    $2.49 billion in total cash and investments, of which
    $0.44 billion was restricted.  In addition, as of June 30,
    2010, the Company's auction rate securities had a book value
    of $59 million ($93 million par value).  While these
    securities are held as investments in non-current marketable
    securities on the Company's balance sheet, they are included
    in the unrestricted cash calculation.

    Pursuant to the terms of the indenture governing the
    Company's 7% Senior convertible notes due 2020 and the
    Company's Put Right Purchase Offer to Holders of the
    Securities dated September 1, 2010, on September 30, 2010,
    the Company accepted for purchase all outstanding securities
    that were validly tendered and not withdrawn as of the
    expiration date.  Approximately $68.7 million aggregate
    principal amount of the notes, representing approximately
    93% of the aggregate principal amount of the outstanding
    notes prior to the Put Option, were validly tendered and
    accepted for purchase in the Put Option, at a price of
    $1,000 per $1,000 of principal amount.  After giving effect
    to the purchase of the tendered notes, approximately
    $4.8 million principal amount of the notes remain outstanding.

    The Company expects to end the third quarter with
    approximately $2.37 billion in total cash and investments,
    of which approximately $0.38 billion is restricted.

  * Fuel -- For the third quarter 2010, the Company
    anticipates paying between $2.15 and $2.20 per gallon of
    mainline jet fuel (including taxes).

  * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
    earnings excluding special items up to a 10% pre-tax margin
    and 15% above the 10% margin.

  * Cargo/Other Revenue -- Cargo revenue, ticket change fees,
    excess/overweight baggage fees, first and second bag fees,
    contract services, simulator rental, airport clubs,
    Materials Services Company (MSC), and inflight service
    revenues.  The Company's a la carte revenue initiatives are
    expected to generate in excess of $500 million in revenue in
    2010.

  * Taxes/NOL -- As of December 31, 2009, net operating losses
    (NOL) available for use by the Company is approximately
    $2.1 billion, all of which is expected to be available for use
    in 2010.  The Company's net deferred tax asset, which includes
    the NOL, is subject to a full valuation allowance.  As of
    December 31, 2009, the valuation allowances associated with
    Federal and state NOL are $546 million and $77 million,
    Respectively.

The Company reported income for the six months ended June 30,
2010 and utilized NOL to reduce its income tax obligation.  In
accordance with generally accepted accounting principles,
utilization of NOL results in a corresponding decrease in the
valuation allowance and offsets the Company's tax provision
dollar for dollar.  As a result, income tax expense is not
recognized in the Company's statement of operations.

For the full year 2010, the Company expects to be profitable and
will use NOL to reduce federal and state taxable income.  The
Company does not expect to be subject to AMT Liability in 2010 as
a result of certain elections the Company made under the Worker,
Homeownership, and Business Assistance Act of 2009.

The Company could be obligated to record and pay state income tax
related to certain states where NOL may be limited or not
available to be used.  Current estimates of the Company's
obligations for certain state income tax are less than $1 million
for the year.

A full-text copy of the Investor Relations Update is available
for free at http://ResearchArchives.com/t/s?6c3e

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Repurchases 93% Outstanding 7% Senior Con. Notes
------------------------------------------------------------
On September 29, 2010, at midnight, New York City time, the right
of the holders of US Airways Group, Inc.'s 7% Senior Convertible
Notes due 2020 to surrender Securities for purchase by US
Airways, expired pursuant to the terms of the indenture for the
Securities, dated as of September 30, 2005, among the Company, US
Airways, Inc., and America West Airlines, Inc., as guarantors,
and U.S. Bank National Association, as trustee and paying agent.

In a filing with the Securities and Exchange Commission dated
September 30, 2010, USAir Executive Vice President and Chief
Financial Officer Derek J. Kerr disclosed that the Company has
been advised by U.S. Bank National Association, the trustee and
paying agent, that Securities with an aggregate principal amount
of $68,745,000, representing approximately 93% of the $73,555,000
aggregate principal amount outstanding, were validly surrendered
for purchase.

The Company has accepted for purchase all of the Securities
validly surrendered and not withdrawn, he said.  The purchase
price for the Securities pursuant to the Put Option was $1,000
per $1,000 principal amount of the Securities.  Accordingly, the
aggregate principal amount of all the Securities validly
surrendered and not withdrawn prior to the expiration of the Put
Option was $68,745,000.  The aggregate consideration for the
accepted Securities of $68,745,000 was delivered promptly to the
tendering holders by the Paying Agent.  After the purchase
pursuant to the Put Option, $4,810,000 principal amount of the
Securities remains outstanding.

Prior to this, US Airways Group issued an official statement on
September 1, 2010, announcing that holders of the Company's 7%
Senior Convertible Notes due 2020 have the right to surrender
their Securities for purchase by US Airways, and that the Put
Option would expire on September 29.

The Put Option entitles each holder of the Securities to require
US Airways Group to purchase all or any part of that holder's
Securities at a purchase price equal to 100% of the principal
amount, plus accrued and unpaid interest, if any.

Under the terms of the Securities, US Airways has the right to
pay the purchase price in cash, common stock or a combination
thereof.  US Airways disclosed that it intends to pay the
purchase price solely with cash.  Holders that do not surrender
their Securities for purchase pursuant to the Put Option will
maintain the right to convert their Securities, subject to the
terms, conditions and adjustments applicable to the Securities.

Also in accordance with the terms of the Securities, holders of
record as of September 15, 2010, will receive payment on
September 30, 2010, of the regularly scheduled interest payment
for interest accrued up to, but not including, the purchase date,
said the statement.

The opportunity to surrender Securities for purchase pursuant to
the Put Option commenced September 1.

US Airways filed a Tender Offer Statement on Schedule related to
the Put Option with the Securities and Exchange Commission.  In
addition, documents specifying the terms, conditions and
procedures for surrendering and withdrawing Securities for
purchase was made available through The Depository Trust Company
and the paying agent.

USAir consequently amended and supplemented the Tender Offer
Statement to disclose that the purchase price of the 7% Senior
Convertible Notes due 2020 was $1,000 per $1,000 principal amount
outstanding.  As of September 1, 2010, there was $73,555,000 in
aggregate principal amount of Securities outstanding.

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: UsAir, Delta Want Asset Swap Ruling Reevaluated
-----------------------------------------------------------
US Airways Group Inc. and Delta Air Lines Inc. will seek a review
of the ruling issued by the Federal Aviation Administration in
May that prompted the carriers' decision to drop their planned
swap of takeoff and landing slots in New York and Washington,
according to reports.

As previously reported, US Airways Group, Inc., and US Airways,
Inc., entered into a mutual asset purchase and sale agreement with
Delta in August 2009.  Under the agreement, US Airways would
transfer to Delta certain assets related to flight operations at
LaGuardia Airport in New York, including 125 pairs of slots
currently used to provide US Airways Express service at
LaGuardia.  Delta, in turn, would transfer to US Airways certain
assets related to flight operations at Ronald Reagan Washington
National Airport, including 42 pairs of slots, and the authority
to serve Sao Paulo, Brazil and Tokyo, Japan.

The closing of the transactions was subject to certain
conditions, including approvals from a number of government
agencies, including the U.S. Department of Justice, the U.S.
Department of Transportation, the Federal Aviation Administration
and The Port Authority of New York and New Jersey.

In February 2010, the FAA issued a proposed order conditionally
approving the transaction.  However, the proposed order
contemplated the divestiture of 20 of the 125 slot pairs involved
at LaGuardia and 14 of the 42 slot pairs at Washington National.

In March 2010, Delta and US Airways announced a proposed
alternative transaction which contemplated fewer divestitures
than required by the FAA's February 2010 proposed order.  In a
final decision dated May 4, 2010, the FAA rejected the
alternative transaction proposed by Delta and US Airways, and
affirmed its proposed order.

On July 2, 2010, Delta and US Airways jointly advised the FAA
that they do not intend to proceed with the transaction under the
conditions imposed by the FAA.  Also on July 2, 2010, Delta and
US Airways jointly filed with the United States Circuit Court of
Appeals for the District of Columbia Circuit a notice of appeal
of the FAA's order, seeking to set the FAA's order aside.

                 Decision Must be Reconsidered

In light of the pending merger of Southwest Airlines Co. and
AirTran Holdings Inc. and other recent industry agreements, the
U.S. Transportation Department and FAA should reconsider their
decision on the slots, US Airways spokesman James Olson said in
an interview, reports Mary Schlangenstein of Bloomberg News.

"We're certainly going to highlight for the DOT and FAA the
changes in the industry landscape and hope they'll have an open
mind about re-evaluating our transaction with Delta," Mr. Olson
said, notes the report.

Hunter Keay, an analyst with Stifel Nicolaus & Co. in Baltimore,
said US Airways and Delta now have a better chance at getting the
ruling overturned than they did a month ago, says Bloomberg News.
"The competitive dynamic in the Washington D.C.-New York City
market as far as Southwest goes is definitely different," the
report quotes Mr. Keay as saying.  "The two carriers may have to
give up some additional slots to Southwest in order for the deal
to go through," he added.

US Airways also wants regulators to consider a March agreement by
AMR Corp.'s American Airlines to swap slots with JetBlue Airways
Corp. at New York's Kennedy airport and Reagan National, as well
as a plan by UAL Corp.'s United Airlines and Continental Airlines
Inc. to lease slots at New Jersey's Newark airport to Southwest,
Mr. Olson said, notes in the report.

What this shows is that airlines "can enter markets through the
buying and selling of slots," Mr. Olson said.  "There are a
variety of market-oriented channels for airlines to gain access
to the airports they want.  The market allows competition to
work."

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


VEBLEN WEST: Equity Owners Promise 100% Recovery for Unsecureds
---------------------------------------------------------------
15 members of Veblen West Dairy LLP, submitted to the U.S.
Bankruptcy Court for the District of South Dakota a Disclosure
Statement explaining the proposed Plan of Reorganization for the
Debtor.

The equity owners have over 83% of the ownership interests of
Veblen West.  The equity owners are Aaron Anderson, Duayne
Baldwin, Jordan Hill, Jay Hill, Rick Millner, Denny Pherson, Wayne
Viessman, Doug Viessman, David Viessman, Randy Viessman, Terry
Viessman, Michael Wyum, Wyum Trust, Steve Wyum, and Mark Wyum.

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

According to the Disclosure Statement, the Plan promises to pay
its unsecured creditors 100% of their Allowed Claims, over time,
without interest.

The equity owners' Plan will be funded by a number of income
streams.  The equity owners propose:

   -- to sell approximately 3,6005 of the Debtor's dairy cows
      for an approximate total sale price of $2,880,000 to Vista
      Family Dairies, L.L.C.;

   -- to lease the Veblen West Facilities to Vista Dairies for a
      monthly rental fee of $140,000 to pay both the Debtor's
      secured and unsecured Allowed Claims;

   -- that Vista Dairies to be responsible for the two annual
      payments of the Debtor's real estate taxes;

   -- that upon the execution of the facilities lease, Vista
      Dairies will pay in advance three months of facilities rent
      as a cushion in the event of any default under the
      facilities lease;

   -- that the Debtor's primary lender, AgStar Financial Services,
      FLCA and AgStar Financial Services, PCA which are in turn
      wholly owned subsidiaries of AgStar ACA, a Mankato,
      Minnesota based agricultural financial services provider,
      will retain its lien rights in all of its prepetition
      collateral other than the dairy cows.

   -- that Vista Dairies will grant AgStar an assignment of the
      milk from Vista Dairies' dairy cows.

The cash flow generated pursuant to the provisions of the Plan
will be sufficient to pay the Debtor's creditors.

Upon the Effective Date of the Plan, the management of the Debtor
will be reinstated and the Debtor, or a third-party agent of the
Debtor, will resume control of the Debtor's affairs and all of its
assets, and will collect lease payments and disburse funds and
carry-out most of the provisions of the Plan.

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

Certain equity owners are represented by:

     Robert T. Kugler, Esq.
     Bryant D. Tchida, Esq.
     LEONARD, STREET AND DEINARD, Professional Association
     150 South Fifth Street, Suite 2300
     Minneapolis, MN 55402
     Tel: (612) 335-7063
     Fax: (612) 335-1657
     E-mail: Robert.Kugler@leonard.com
             Bryant.Tchida@leonard.com

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor's Schedules
disclose $15.5 million in assets and $23.7 million in liabilities
as of the Petition Date.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147)


VITESSE SEMICONDUCTOR: Kopp Investment Holds 7.2% Stake
-------------------------------------------------------
Kopp Investment Advisors, LLC, in Bloomington, Minnesota,
disclosed that as of October 1, 2010, Kopp may be deemed to
beneficially own 1,722,764 shares or roughly 7.2% of the common
stock of Vitesse Semiconductor Corporation.

The net investment cost (including commissions, if any) of the
shares of Common Stock beneficially owned by Kopp at October 1,
2010, was $21,568,288.91.  The shares beneficially owned by KIA
were purchased with the investment capital of the owners of the
discretionary client accounts.  The shares beneficially owned
directly and indirectly (other than through KIA) by Kopp were
purchased with Kopp's investment capital or the funds of a
501(c)(3) corporation.

Kopp acquired the shares for investment purposes.  It intends to
evaluate the performance of such securities as an investment in
the ordinary course of business.

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

The Company's balance sheet at June 30, 2010, showed $94.02
million in total assets, $130.49 million in total liabilities, and
$36.46 million in stockholder's deficit.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.


WASHINGTON MUTUAL: Receives $4.77BB in Treasury Tax Refund Accord
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved on September 7, 2010, certain settlements with the
Internal Revenue Service that concern approximately $5.2 billion,
including interest -- Settled Refund Amount -- of the estimated
$5.5 billion to $5.8 billion of tax refunds that Washington
Mutual, Inc., expects to receive in respect of taxes that have
been previously paid by the Company in its capacity as common
parent of the Company's consolidated tax group.

On September 27, 2010, the U.S. Congress Joint Committee on
Taxation notified the Company that it has completed its review and
that it has taken no exception to the conclusions reached by the
IRS.

On October 7, 2010, the U.S. Department of Treasury paid
approximately $4.77 billion of the Settled Refund Amount to a
segregated escrow account that was established by the Company,
JPMorgan Chase Bank, N.A. and the Federal Deposit Insurance
Corporation, in its capacity as receiver for Washington Mutual
Bank with Wells Fargo Bank, National Association, as escrow agent.
The Company expects that the balance of the Settled Refund Amount
will be paid in the near term.

The Settled Refund Amount, together with any interest and income
relating thereto, shall remain in the Escrow Account until (a)(i)
the effective date of that certain Amended and Restated Settlement
Agreement, dated as of October 1, 2010, by and among the Company,
WMI Investment Corp., JPMC, the FDIC Receiver, the Federal Deposit
Insurance Corporation in its corporate capacity, the Debtors'
official committee of unsecured creditors, and certain other
significant creditor constituencies, and (ii) the receipt by the
Escrow Agent of a joint written notice from an authorized officer
of each of the Company, JPMC and the FDIC Receiver, (b) the mutual
agreement of the Company, JPMC and the FDIC Receiver, which
agreement is approved by an order of the Bankruptcy Court, or (c)
entry of a final order by a court of competent jurisdiction that
determines the ownership of the Settled Refund Amount between the
Company, JPMC and the FDIC Receiver.

                           Revised Plan

As reported by the Troubled Company Reporter on October 7, 2010,
Washington Mutual filed with the Bankruptcy Court an amended Plan
of Reorganization and Disclosure Statement.  The Plan and
Disclosure Statement are premised upon consummating an amended and
restated global settlement agreement among WMI, the FDIC and
JPMorgan.  The parties have agreed to modify the terms of the
initial global settlement agreement announced earlier this year to
address changed circumstances, including the appointment of an
examiner in connection with the Company's bankruptcy proceedings
and subsequent agreement with certain holders of indebtedness
issued by Washington Mutual Bank.

The Plan contemplates, among other things, distribution of funds
to holders of allowed claims against the estate in excess of
approximately $7 billion, including approximately $4 billion of
previously disputed funds on deposit with JPMC.

WMI believes the Settlement will result in significant recoveries
for the estate's stakeholders and is in the best interests of the
estate.

The Bankruptcy Court will hold a hearing on October 18, 2010, to
consider approval of the Disclosure Statement.  Following approval
of the Disclosure Statement, WMI will ask the Bankruptcy Court to
confirm the Plan.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, serve as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP, serves as legal counsel to WMI with
responsibility for the Chapter 11 case.


XM SATELLITE: Commences Cash Tender Offer for 2013 Notes
--------------------------------------------------------
XM Satellite Radio Inc., has commenced a cash tender offer to
purchase for cash any and all of its 11.25% Senior Secured Notes
due 2013  upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement, dated
the date hereof, and in the related Letter of Transmittal and
Consent.  Concurrently with the tender offer, and on the terms and
subject to the conditions set forth in the Statement, the Company
is soliciting consents of holders of the Notes to authorize the
elimination of most of the restrictive covenants and certain of
the events of default contained in the indenture governing the
Notes and the release the security for, and guarantees of, the
Notes under the indenture and the related documents.

The consent payment deadline is 5:00 p.m., New York City time, on
October 26, 2010, and the tender offer will expire at 12:00 a.m.
midnight New York City time, on November 9, 2010, in each case
unless earlier terminated by XM. Notes tendered may be withdrawn
at any time at or before the Consent Payment Deadline but not
thereafter.

The total consideration for each $1,000 principal amount of Notes
validly tendered at or before the Consent Payment Deadline and
purchased pursuant to the tender offer will be $1,120.  The total
consideration includes a payment of $20 per $1,000 principal
amount of Notes payable only in respect of Notes tendered with
consents at or before the Consent Payment Deadline. Holders
validly tendering Notes after the Consent Payment Deadline but at
or before the Expiration Time will be eligible to receive only the
tender offer consideration of $1,100 per $1,000 principal amount
of Notes, namely an amount equal to the total consideration less
the consent payment.  In addition, holders whose Notes are
purchased in the tender offer will receive accrued and unpaid
interest in respect of their purchased Notes from the last
interest payment date to, but not including, the applicable
payment date for the Notes.  Tenders of Notes will be accepted
only in principal amounts of $1,000 or integral multiples thereof.

XM has reserved the right, at any time following the Consent
Payment Deadline but prior to the Expiration Time, to accept for
purchase all Notes validly tendered and not validly withdrawn
before the Early Acceptance Date.  If XM elects to exercise this
option, XM will pay the total consideration or tender offer
consideration, as the case may be, for the Notes accepted for
purchase at the Early Acceptance Date promptly following the
acceptance of Notes for purchase.  Also, on any Early Payment
Date, if any, XM will pay accrued and unpaid interest to, but not
including, the Early Payment Date, on Notes accepted for purchase
at the Early Acceptance Date.

Subject to the terms and conditions of the tender offer being
satisfied or waived, the Company will, after the Expiration Time,
accept for purchase all Notes validly tendered before the
Expiration Time.  The Company will pay the total consideration or
tender offer consideration, as the case may be, for Notes accepted
for purchase at the Final Acceptance Date promptly following the
acceptance of Notes for purchase on Final Acceptance Date.  Also,
on the Final Payment Date, we will pay accrued and unpaid interest
to, but not including, the Final Payment Date, on Notes accepted
for purchase at the Final Acceptance Date.

XM's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn pursuant to the tender offer is
subject to the satisfaction or waiver of certain conditions, which
are more fully described in the Statement, including, among
others, XM's receipt of aggregate proceeds of at least $550.0
million from a private offering of new notes, on terms
satisfactory to XM. The offer is not conditioned upon receipt of
the requisite consents to authorize the amendment of the indenture
to eliminate most of the restrictive covenants and certain events
of default or the amendments to release the security for, and
guarantees of, the Notes.  In no event will the information
contained in this release or the Offer Documents regarding the new
notes constitute an offer to sell or a solicitation of an offer to
buy any new notes.

The depositary and information agent for the tender offer and
consent solicitation is Global Bondholder Services Corporation.
The dealer manager for the tender offer and solicitation agent for
the consent solicitation is J.P. Morgan Securities LLC ((800) 245-
8812 (toll-free) and (212) 270-1200 (collect)).

The Offer Documents will be distributed to holders of Notes
promptly. Holders with questions or who would like additional
copies of the offer documents may call the information agent,
Global Bondholder Services Corporation, toll-free at (866) 294-
2200.

Washington, D.C.-based XM Satellite Radio, Inc. broadcasts its
music, sports, news, talk, entertainment, traffic and weather
channels in the United States for a subscription fee through its
proprietary satellite radio system.  The Company's system
consists of four in-orbit satellites, over 650 terrestrial
repeaters that receive and retransmit signals, satellite uplink
facilities and studios.  Subscribers can also receive certain of
the Company's music and other channels over the Internet.  XM
Satellite Radio, Inc. is a direct wholly owned subsidiary of
Sirius XM Radio Inc.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Moody's Investors Service said that the Caa1 rating on XM
Satellite Radio Inc.'s proposed senior secured notes is not
affected by the increase in the size of the offering to
$526 million from $350 million.


ZF MICRO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: ZF Micro Solutions, Inc.
        926 Industrial Avenue
        Palo Alto, CA 94303

Bankruptcy Case No.: 10-60334

Chapter 11 Petition Date: October 1, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: John Walshe Murray, Esq.
                  LAW OFFICES OF MURRAY AND MURRAY
                  19400 Stevens Creek Blvd. #200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000
                  E-mail: jwmurray@murraylaw.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60334.pdf

The petition was signed by David L. Feldman, CEO and chairman.


* Recovery Prospects on Corp. Debt Rose Through First 3 Qtrs.
-------------------------------------------------------------
The post-default recovery prospects on debt issued by U.S.
nonfinancial corporate borrowers improved somewhat in the first
three quarters of this year.  While varying from month to month,
Standard & Poor's Ratings Services' recovery rating upgrades
outpaced downgrades 268 to 137 from January through September.
This roughly matches the trend in nonfinancial corporate issuer
credit ratings, where upgrades outnumbered downgrades 352 to 249
in the same period.

The net upgrade of recovery ratings in 2010 is principally due to
a shift in capital structures weighted toward junior debt
securities.  In the first three quarters of the year, particularly
the second and third quarters, there was significant refinancing
of senior secured debt with junior secured (second-lien) and
unsecured debt.  As a result, recovery expectations for the
remaining first-lien debt (mostly revolving credit facilities)
improved, which was reflected in the recovery rating upgrades. We
may see a reversal in these trends in the latter part of 2010 as
more first-lien bank loans and dividend recapitalization
transactions come to market.

S&P notes that the trend of higher recovery ratings has meant only
a slight redistribution, with changes affecting just 8% of
recovery ratings outstanding and upgrades occurring in just 5% of
the rated universe.  Additionally, the bulk of the changes
represented moves of just one rating level.

Standard & Poor's recovery ratings are a gauge of its projections
for recovery of principal and prepetition interest on a specific
issue, with a scale that ranges from '1+' (highest expectation for
full recovery) to '6' (negligible recovery). Since introducing the
ratings in December 2003, we have assigned estimates of ultimate
post-default recovery to more than 5,000 loans and bonds in the
U.S., Canada, Europe, Australia, Singapore, and Russia.  In the
U.S., S&P has recovery ratings on more than 60% of widely
syndicated leveraged loans outstanding.

Standard & Poor's, a subsidiary of The McGraw-Hill Companies
(NYSE:MHP), is the world's foremost provider of independent credit
ratings, indices, risk evaluation, investment research, and data.
With approximately 10,000 employees, including wholly owned
affiliates, located in 23 countries and markets, Standard & Poor's
is an essential part of the world's financial infrastructure and
has played a leading role for more than 140 years in providing
investors with the independent benchmarks they need to feel more
confident about their investment and financial decisions.


* S&P: US Nonfinancial Corporate Default Pace Slows in Q3
---------------------------------------------------------
The 2010 year-to-date U.S. nonfinancial default tally rose to 41
last month. However, according to a report released October 13 by
Standard & Poor's Global Fixed Income Research Group, the third
quarter of 2010 continued the trajectory of a deceleration in the
pace of defaults.

The report, titled "U.S. Nonfinancial Corporate Defaults Decline
To 10 In Third-Quarter 2010," cites various reasons for default
last month: filing for Chapter 11, missing an interest payment,
and exercising a payment-in-kind toggle option on a mezzanine
loan, which Standard & Poor's considers tantamount to default.

Last month, the National Bureau of Economic Research announced the
official end of the recent recession as the second quarter of
2009.  "Since then," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group, "we can see that the default
rate peak lagged the recession's end by several months--a normal
trend seen in every recession since our data series began in
1981."

Defaults were largely concentrated at the lowest levels of credit
quality and have begun stabilizing in recent months. The decline
in U.S. nonfinancial weakest links -- issuers rated 'B-' and lower
with a negative outlook or ratings on CreditWatch negative --
preceded the decline in default rate.  In fact, U.S. nonfinancial
weakest links are now at their lowest levels since September 2007.
Media and entertainment continues to lead this year's sectoral
concentration of defaults at 12 issuers, followed by capital goods
and natural resources with six issuers each. The retail and
restaurant subsector trails with five issuers while remaining
subsectors have less than three defaults each.


* Murray & Burnaman Form New Advisory Practice
----------------------------------------------
Marti P. Murray and Buck Burnaman disclosed the formation of
Murray & Burnaman LLC, a specialty financial advisory practice
focused on distressed debt, corporate reorganizations, distressed
real estate and specialized bankruptcy services.  The firm's head
office will be located in New York City.

Marti Murray and Buck Burnaman are pleased to announce that they
have decided to combine their 50 years of Wall Street experience
in a new venture to provide financial advisory services to
companies, creditors and boards.  Murray & Burnaman will focus on
providing analytical and advisory support in situations involving
corporate or real estate-related financial distress, with initial
emphasis on real estate, financial services, telecom,
manufacturing, retail, airline, and mortgage finance.  The
principals will draw upon their extensive experience as investors
in distressed debt and established relationships in legal, banking
and investing circles to provide the firm's clients with a unique
and informed perspective.

Murray & Burnaman has successfully completed its first debtor
financial advisory assignment.  In this engagement, the firm was
retained by a middle market plumbing supply manufacturer to
address complex balance sheet issues and unique legal problems
that exacerbated the company's difficulties.  The client's
liability structure was consensually realigned in a way that now
allows management to focus on running its business.  Murray &
Burnaman principals are also engaged as expert witness and
consultant in two litigation matters relating to hedge fund
investing and trading.

Ms. Murray said, "I am delighted to announce my new partnership,
Murray & Burnaman LLC. Buck and I have worked together closely on
various projects over the past 15 years and his experience in real
estate and structured finance is exceptional.  The work we are
doing now allows me to draw on my many years as an active
corporate distressed debt investor and hedge fund manager and
offer that experience for the benefit of our clients."

Marti Murray was the founder of Murray Capital Management, a
distressed debt hedge fund firm with peak assets of US$750MM.
After 13 years of independent operation, the distressed debt
business of Murray Capital Management was acquired by Babson
Capital, the money management division of MassMutual in 2008. Ms.
Murray retired from her role as portfolio manager in September
2009.

"I have always been impressed by Marti's determination in
difficult cases and have long admired her ability to provide
clarity when the level of conflict among lawyers and bankers seems
ready to overwhelm the process in a reorganization case," Mr.
Burnaman commented.  He added, "To join my background in real
estate and structured finance with her corporate pedigree gives
our firm a perspective that few can offer to our clients, with the
hands-on involvement of two principals."

Buck Burnaman was a founding shareholder of middle-market
specialty lender NewStar Financial and the head of that firms
Structured Products Group.  Prior to forming NewStar in 2004, he
spent ten years as Head of ING Bank's $15 Billion Global Special
Investments business, investing the Bank's proprietary capital and
managing a group of 75 people in offices around the world.

The offices of Murray & Burnaman are located at 590 Madison
Avenue, New York.


* Peter B. Pope Joins Jenner & Block as a Partner in New York
-------------------------------------------------------------
Jenner & Block disclosed that experienced litigator Peter B. Pope
has joined the Firm as a partner in its New York office.  Mr. Pope
served as Deputy Attorney General of New York State, and headed
that Office's 100-lawyer Criminal Division from 2000-06.  He also
served as the state's Director of Policy for two Governors.  Mr.
Pope began his career as an Assistant District Attorney in
Manhattan, where he rose to Deputy Chief of the Labor Racketeering
Unit.

Mr. Pope will join Jenner & Block's glittering White Collar
Defense and Investigations practice, which includes 10 former
federal prosecutors, including firm Chairman Anton R. Valukas, a
former U.S. Attorney in Chicago who recently served as the court-
appointed Examiner in the Lehman Brothers Bankruptcy, and Andrew
Weissmann, a former Director of the Justice Department's Enron
Task Force and Chief of the Criminal Division of the U.S.
Attorney's Office in the Eastern District of New York.

Mr. Pope's tenure as Deputy Attorney General encompassed
significant New York State enforcement actions of national
significance that spanned a wide range of industries and legal
issues, including the insurance, mutual fund, securities analyst,
hedge fund and health care sectors, as well as environmental,
political corruption, and computer crimes.

"We are thrilled that Peter is joining Jenner & Block," said Susan
C. Levy, Managing Partner of Jenner & Block.  "His first-rate
courtroom and investigations experience will augment our stellar
White Collar practice.  We are extraordinarily strong in federal
law enforcement experience, and Peter will now augment our
strengths with his top-to-bottom experience in investigations by
the New York State Attorney General and the New York County
District Attorney, which are increasingly important to our
clients."

"Peter possesses a unique background in New York State law
enforcement and is a tremendous addition to our office," said
Richard Ziegler, Managing Partner of the Firm's New York office.
"Peter is a sheer delight personally, is deservedly highly-
respected by his peers both in and out of the courtroom and will
be a wonderful resource for our clients."  Jenner & Block's New
York office was established in 2005 and now has 40 lawyers,
including four former federal prosecutors in the Eastern and
Southern Districts of New York and the Northern District of
Illinois.

"I am very pleased to be joining such a distinguished team in New
York," stated Mr. Pope.  "Jenner & Block has one of the top
litigation, white collar defense and investigations practices in
the nation and has a demonstrated commitment to creative and
ethical advocacy."

Following his service as Deputy Attorney General, from 2007-2008
Mr. Pope was the Director of Policy for New York Governors Eliot
Spitzer and David Paterson.  In that capacity, he advised the
Governors on a wide variety of matters and helped negotiate
landmark laws with the New York State legislature, including the
widely heralded overhaul of the Workers' Compensation system, and
one of the nation's strongest Anti-Human Trafficking statutes.
Mr. Pope left government service in 2008 to join Arkin Kaplan Rice
LLP, one of Manhattan's leading white collar defense boutique
firms.  He left the firm as a partner.

From 1995-1999, Mr. Pope served as a Vice President and Inspector
General at the New York City School Construction Authority, which
had an annual budget of over $1 billion.  He led investigations
into corruption and waste and instituted numerous internal process
and integrity reforms.

From 1988-1993, Mr. Pope was an Assistant District Attorney in the
New York County District Attorney's Office, where he rose to
Deputy Chief of the unit that prosecuted organized crime
infiltration into labor unions, and obtained the high profile
conviction of Bonanno crime family captain James Galante.
Following his work as Deputy Chief of the Labor Racketeering Unit,
from 1993-1995 Mr. Pope was a Vice President at Goldman, Sachs and
Co., where he led a group of lawyers, consultants and other
professionals in a wide range of strategic business and compliance
initiatives.

A frequent lecturer on fraud and corruption, Mr. Pope received his
A.B., cum laude, from Harvard College and his J.D. from Yale Law
School, where he was Notes Editor of The Yale Law Journal. He was
a law clerk to the Hon. Robert W. Sweet of the U.S. District Court
for the Southern District of New York.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Peak Meridian I, LLC
   Bankr. D. Idaho Case No. 10-03177
      Chapter 11 Petition filed September 28, 2010
         See http://bankrupt.com/misc/idb10-03177p.pdf
         See http://bankrupt.com/misc/idb10-03177c.pdf

In Re Pines International, Inc.
        dba America's Mart
   Bankr. D. Nev. Case No. 10-28354
      Chapter 11 Petition filed September 28, 2010
         See http://bankrupt.com/misc/nvb10-28354.pdf

In Re LZJ, Inc.
        dba The Medical Source
   Bankr. S.D. N.Y. Case No. 10-24014
      Chapter 11 Petition filed September 28, 2010
         See http://bankrupt.com/misc/nysb10-24014.pdf

In Re Michael Genson
   Bankr. W.D. Okla. Case No. 10-15920
      Chapter 11 Petition filed September 28, 2010
         See http://bankrupt.com/misc/okwb10-15920.pdf

In Re American Formal Wear Co, Inc.
   Bankr. W.D. Mo. Case No. 10-45215
      Chapter 11 Petition filed September 29, 2010
         See http://bankrupt.com/misc/mowb10-45215.pdf

In Re 654 Myrtle Avenue Corp.
   Bankr. E.D. N.Y. Case No. 10-49213
      Chapter 11 Petition filed September 29, 2010
         filed pro se

In Re Lineberger's Seafood Co., Inc.
   Bankr. E.D. Tenn. Case No. 10-34697
      Chapter 11 Petition filed September 29, 2010
         See http://bankrupt.com/misc/tneb10-34697p.pdf
         See http://bankrupt.com/misc/tneb10-34697c.pdf

In Re EFH Co.
   Bankr. D. Minn. Case No. 10-37218
      Chapter 11 Petition filed September 30, 2010
         See http://bankrupt.com/misc/mnb10-37218.pdf

In Re Britannia Realty Corp.
   Bankr. E.D. N.Y. Case No. 10-49286
      Chapter 11 Petition filed September 30, 2010
         filed pro se

In Re Richard D. Henderson, Sr.
        aka Richard Henderson
        fdba Henderson Forest Products
   Bankr. S.D. Ohio Case No. 10-61785
      Chapter 11 Petition filed September 30, 2010
         See http://bankrupt.com/misc/ohsb10-61785.pdf

In Re Jeffrey Craig Reese
        aka Jeff Reese
        aka Jeffrey C. Reese
      Debra Fay Reese
        aka Debra Reese
        aka Debra F. Reese
   Bankr. S.D. Texas Case No. 10-10668
      Chapter 11 Petition filed September 30, 2010
         See http://bankrupt.com/misc/txsb10-10668.pdf

In Re Desert Best Distributing, LLC
   Bankr. D. Ariz. Case No. 10-31808
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/azb10-31808.pdf

In Re Seabury, Inc.
   Bankr. D. Ariz. Case No. 10-31802
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/azb10-31802.pdf

In Re Laguna Village Owners' Association, Inc.
      a California non-profit corporation
   Bankr. C.D. Calif. Case No. 10-24033
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/cacb10-24033.pdf

In Re Spicy Gourmet Organics Inc.
   Bankr. C.D. Calif. Case No. 10-22504
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/cacb10-22504.pdf

In Re DVBE Trucking and Construction Co, Inc.
   Bankr. N.D. Calif. Case No. 10-60358
      Chapter 11 Petition Filed October 1, 2010
         See [REDACTED -- Sept. 20, 2011]

In Re John A. Bakis
      Rose Bakis
   Bankr. D. Conn. Case No. 10-52390
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/ctb10-52390.pdf

In Re Chad E. Grogan, Sr.
        aka Chad Everett Grogan
   Bankr. M.D. Fla. Case No. 10-08689
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/flmb10-08689.pdf

In Re Magnolia Vending, Inc.
   Bankr N.D. Ga. Case No. 10-89249
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/ganb10-89249.pdf

In Re Alliance Real Estate Group, Inc.
   Bankr N.D. Ill. Case No. 10-44328
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/ilnb10-44328.pdf

In Re North Bend Biofuels, LLC
   Bankr E.D. Ky. Case No. 10-22677
      Chapter 11 Petition Filed October 1, 2010
         See http://bankrupt.com/misc/kyeb10-22677.pdf

In Re Crown Diversified Inc.
   Bankr. D. Ariz. Case No. 10-31836
      Chapter 11 Petition Filed October 3, 2010
         See http://bankrupt.com/misc/azb10-31836.pdf

In Re Northwood SG 4
   Bankr. S.D. Fla. Case No. 10-40254
      Chapter 11 Petition Filed October 3, 2010
         See http://bankrupt.com/misc/flsb10-40254.pdf

In Re Kentucky USA Energy, Inc.
   Bankr W.D. Ky. Case No. 10-11532
      Chapter 11 Petition Filed October 3, 2010
         See http://bankrupt.com/misc/kywb10-11532.pdf

In Re Auto Style, Inc.
   Bankr. D. Ariz. Case No. 10-31955
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/azb10-31955.pdf

In Re JS Apparel, Inc.
   Bankr. C.D. Calif. Case No. 10-52562
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/cacb10-52562.pdf

In Re The Squeeze Company, LLC
   Bankr. D. Conn. Case No. 10-52403
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/ctb10-52403.pdf

In Re Concept Style Italy, LLC
   Bankr S.D. Fla. Case No. 10-40358
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/flsb10-40358.pdf

In Re Northwood SG 5
   Bankr S.D. Fla. Case No. 10-40328
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/flsb10-40328.pdf

In Re Bailey Family Trust
   Bankr N.D. Ga. Case No. 10-24520
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/ganb10-24520.pdf

In Re Dr. Spiro A. Spyratos, DDS, P.C.
        dba Today's Dental of Plainfield
   Bankr N.D. Ill. Case No. 10-44425
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/ilnb10-44425p.pdf
         See http://bankrupt.com/misc/ilnb10-44425c.pdf

In Re Hebrews 6:12, LLC
   Bankr E.D. La. Case No. 10-13665
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/laeb10-13665.pdf

In Re Michael G. McGrath
      Melissa A. McGrath
   Bankr D. Mass. Case No. 10-20907
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/mab10-20907.pdf

In Re Canyon Investment Group, LLC
   Bankr W.D. N.C. Case No. 10-32931
      Chapter 11 Petition Filed October 4, 2010
         See http://bankrupt.com/misc/ncwb10-32931.pdf

In Re Jerry Glen Brooks
   Bankr. N.D. Ala. Case No. 10-84089
      Chapter 11 Petition Filed October 5, 2010
         See http://bankrupt.com/misc/alnb10-84089.pdf

In Re Marina V. Milstein
        aka Marina Chulkova
   Bankr D. Ariz. Case No. 10-32062
      Chapter 11 Petition Filed October 5, 2010
         See http://bankrupt.com/misc/azb10-32062.pdf

In Re Charles Anyadike
   Bankr. C.D. Calif. Case No. 10-52635
      Chapter 11 Petition filed October 5, 2010
         filed pro se



                           *********

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.

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