TCR_Public/101015.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 15, 2010, Vol. 14, No. 286

                            Headlines

4250 EAST: Involuntary Chapter 11 Case Summary
850 NEW BALLWIN: Case Summary & 4 Largest Unsecured Creditors
ABITIBIBOWATER INC: Files 2nd Amended Plan & Disclosure Statement
ABITIBIBOWATER INC: Bowater Wants to Unseal BCFC Special Report
ABITIBIBOWATER INC: Bowater Wants to Disallow BCFC Contrib. Claim

ACCENTIA BIOPHARMACEUTICALS: Can Use Cash Collateral Until Nov. 5
AGRI-BEST HOLDINGS: Move to New Plant Blamed for Filing
AMBAC FINANCIAL: Rehabilitation Plan Filed for Ambac Assurance
AMERICAN SAFETY: Former Executive Gets 30 Months for $1MM Fraud
AMR CORP: To Report Third Quarter Results on October 20

AVA GLOBAL: Case Summary & 6 Largest Unsecured Creditors
BASHAS' INC: Litigants Drop Objection to Chapter 11 Plan
BETSEY JOHNSON: Cedes Control to Madden Under Restructuring Deal
BLOCKBUSTER INC: Proposes to Grant First Priority Lien to FFIC
BLOCKBUSTER INC: Proposes to Reject 50 Leases for Closed Stores

BLOCKBUSTER INC: Sec. 341 Meeting of Creditors Set for November 1
BLOCKBUSTER INC: Facing Objections to $125 Mil. DIP Financing
BMS REAL ESTATE: Inks Stipulation With LNV on Cash Collateral Use
BRIGHAM EXPLORATION: Says Notations of Guarantees Have Terminated
BROADSTRIPE LLC: Equitable Subordination Fight Continues

BROWN JORDAN: S&P Withdraws 'B' Corporate Credit Rating
C & C ORGANIZATION: Case Summary & 21 Largest Unsecured Creditors
CAPITAL GROWTH: Gets $3 Million Financing from Tranche A Lender
CHANA TAUB: Automatic Stay Does Not Apply to Marriage Dissolution
CHARLES VIRZI: Case Summary & 6 Largest Unsecured Creditors

CLEAR CHANNEL: Compensation Panel Okays Tiered Relocation Policy
COACHMEN INDUSTRIES: Amends Articles to Increase Shares to 100MM
COAST CRANE: Wins Court Approval to Auction Assets Next Month
COMMERCIAL VEHICLE: Moody's Lifts Corp. Family Rating to 'Caa1'
CYNERGY DATA: Asks for Jan. 11 Plan Exclusivity Extension

D'AGOSTINO'S: Unloads All Three Stores in Westchester
DAIRY PRODUCTION: Looming Foreclosure Prompts Ch. 11 Filing
DAVID DENENNY: Voluntary Chapter 11 Case Summary
DI-CO-JA INC.: Case Summary & 19 Largest Unsecured Creditors
COLONIAL BANCGROUP: FDIC Wants Funds Deposited in Court Registry

DANAOS CORPORATION: Sets November 8 Annual Meeting of Shareholders
DAVID DENENNY: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: Board Elects McCorvey as Chief Financial Officer
EPICEPT CORP: Has Until April 2011 to Regain NASDAQ Compliance
ESCALON MEDICAL: Mayer Hoffman Raises Going Concern Doubt

EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to Oct. 31
EXIDE TECHNOLOGIES: Commences Adv. Proceeding Against EnerSys
EXIDE TECHNOLOGIES: Judge Vacates 2006 Order on EnerSys Pacts
FAIRPOINT COMMUNICATIONS: Amends 2009 Report to Add Disclosures
FAIRPOINT COMMUNICATIONS: Proposes Rule 2004 Exam on Segnet

FAIRPOINT COMMUNICATIONS: Proposes to Assume Nitel Amended Pact
FLYING J: Cadre Services Wants Approved Plan Revisited
FPD LLC: Gets Court Nod to Use M&T Cash Collateral Until March 31
FPD LLC: Wants to Continue & Renew PNC Bank Letters of Credit
FORUM HEALTH: CHS to Invest $10 Million to Upgrade Facilities

FREEPORT-MCMORAN COPPER: Moody's Lifts Sr. Debt Rating From 'Ba2'
FREMONT BRUCE: Case Summary & 8 Largest Unsecured Creditors
GENTA INC: Cancer Drug Granted Orphan Drug Designation
GIBBS PATRICK: Files Schedules of Assets & Liabilities
GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating

GLOBAL TEL*LINK: S&P Affirms 'B' Corporate Credit Rating
GRAHAM BROTHERS: Komatsu Wants to Take Back Equipment
GREAT ATLANTIC: Catsimatidis Said to Be Bidding for Emporium
GREEN DIAMOND: Case Summary & 13 Largest Unsecured Creditors
GREEN PASTURES: Minor Error Doesn't Defeat Tax Liens

GUILLERMO ROJANO: Case Summary & 20 Largest Unsecured Creditors
HENRY WILTON: Files Schedules of Assets & Liabilities
HOLLYWOOD THEATERS: Moody's Junks Corporate Family Rating
HRTEC INC: Case Summary & 12 Largest Unsecured Creditors
INFOLOGIX INC: Borrows $1.5 Million from Hercules Technology

INTEGRATED FREIGHT: Inks Agreement to Acquire Bruenger for $11MM
INTERNATIONAL GARDEN: Organizational Meeting Set for Oct. 21
JEFFERSON COUNTY: Birmingham Water Works Eyes Sewer System
JESUS IGLESIAS: Case Summary & 20 Largest Unsecured Creditors
JRH-ONE, LLC: Case Summary & 20 Largest Unsecured Creditors

KV PHARMACEUTICAL: In Talks for $20-Mil. Secured Loan
LEHMAN BROTHERS: Fidelity Wants LCPI to Comply to Insurance Policy
LEHMAN BROTHERS: Files Quarterly Report for Settled Loan Claims
LEHMAN BROTHERS: Merit LLC Plan Filing Deadline Moved to Feb. 15
LEHMAN BROTHERS: Proposes Clyde Click as Special Counsel

LEHMAN BROTHERS: Proposes Wollmuth as Special Counsel
LEHMAN BROTHERS: Seeks Disallowance of William Kuntz's Claims
LEHMAN BROTHERS: Wins Nod to Reject Revenue Bond Contracts
LENNAR CORP: S&P Downgrades Corporate Credit Rating to 'B+'
LEVI STRAUSS: Posts $26 Million Net Income in August 29 Quarter

LOEHMANN'S CAPITAL: 50% of Bondholders Support Exchange Offer
LOWER BUCKS: Can Continue Using Cash Collateral Until Dec. 31
MANITOWOC COMPANY: Moody's Assigns 'B3' Rating to $500 Mil. Notes
MARSHA ARMSTRONG: Voluntary Chapter 11 Case Summary
MARSICO PARENT: Moody's Cuts Ratings on Senior Loan to 'Caa2'

MATTHEW WATKINS: Case Summary & 12 Largest Unsecured Creditors
MERUELO MADDUX: Committee Wants Executive Bonuses Cut Off
METABOLIC RESEARCH: Recurring Losses Cue Going Concern Doubt
MGM RESORTS: To Get $125 Million from Macau Joint Venture
MICHAEL DIMAURO, JR.: Case Summary & Creditors List

MIREK KUCERA: Voluntary Chapter 11 Case Summary
MPI AZALEA: Wants to Extend Cash Collateral Use Until Dec. 5
NAKNEK ELECTRIC: Reaches Stipulation to Use Cash Collateral
NATIONAL ENVELOPE: Plan Exclusivity Extended to Jan. 6
NCD DEVELOPMENT: Voluntary Chapter 11 Case Summary

OMC INC: Court Compels NPF to Accept Pension Payments
PIER 39: Case Summary & 2 Largest Unsecured Creditors
PRECISION PARTS: Plan Has 0.15% Recovery for Junior Creditors
PRIME PROPERTIES: Court Allows JPMorgan Foreclosure on Apartments
QUIGLEY CO: Pfizer Appeals Chapter 11 Plan Ruling

RAVINDER PADDA: Voluntary Chapter 11 Case Summary
REGENCY ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes
RICHARD MATTISON: Court Suspends Atty. Wadsworth for Incompetence
RONSON AVIATION: Committee Gets OK to Tap Lowenstein as Counsel
RONSON AVIATION: Gets Nod to Tap Cole Schotz as Bankr. Counsel

RONSON AVIATION: RCLC Unit Has Until January 3 to Propose Plan
RUMSEY LAND: Wants Exclusivity Period Extended Until November 15
RYAN ZEBER: Case Summary & 8 Largest Unsecured Creditors
SIRIUS XM: Moody's Upgrades Corporate Family Rating to 'B3'
SIRIUS XM: S&P Raises Corporate Credit Rating to 'B+'

SORRENTO MESA: Voluntary Chapter 11 Case Summary
SPECIALTY PRODUCTS: Looks to Collect Asbestos-Claims Information
SUMMIT MATERIALS: S&P Raises Corporate Credit Rating to 'BB-'
TACO DEL MAR: Wins OK to Sell Assets, Including Brand Name
TELECONNECT INC: Lenselink, et al., Fill 3 Vacancies at Board

TRADE SECRET: Asks Judge to Dismiss Chapter 11 Proceedings
TRIBUNE CO: Inks Deal With Creditors to Resolve LBO Claims
TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments
TRIBUNE CO: Parties Have Until October 22 to File Competing Plans
TRICO MARINE: Tidewater Offers to Buy 4 Ships for $76 Million

TRUE NORTH: Reports Net Income of $22.2 Million in June 30 Quarter
TRUMP ENTERTAINMENT: Global Settlement for All Litigation Approved
TUBO DE PASTEJE: Seeks Jan. 5 Plan Exclusivity Extension
ULTIMATE ESCAPES: U.S. Trustee Forms Six-Member Creditors Panel
ULTIMATE ESCAPES: Committee Taps Gordon & Rees as Lead Counsel

ULTIMATE ESCAPES: Committee Taps Polsinelli Shughart as Co-Counsel
UNBREAKABLE NATION: Trade Creditor Discrimination Permitted
US AIRWAYS: Officers Disclose Disposal/Acquisition of Stock
US AIRWAYS: Reports September Traffic Results
US AIRWAYS: Selects Aeroframe for A330 Airframe Maintenance

US AIRWAYS: To Have Webcast of Q3 Results on Oct. 20
VALENCE TECHNOLOGY: Regains Compliance With NASDAQ Requirement
VALENCE TECHNOLOGY: Expects $12 Million Revenue for 2nd Qtr 2011
WHEELER CADILLAC: Preparing to Sell 7-Acre Parcel in Pa.
WIND ENERGY: Child Van Wagoner Raises Going Concern Doubt

ZALE CORP: Incurs $94-Mil. Loss for Fiscal 2010

* FDIC Begins Floating Rules to Wind Down Failed Companies
* Defaults by Junk-Rated Companies Continue to Decline

* Focus Management Group Opens Washington DC Office

* BOOK REVIEW: Declining Demand, Divestiture, And Corporate
               Strategy

                            *********

4250 EAST: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: 4250 East Broadway, L.L.C.
                702 East Osborn Road, Suite 200
                Phoenix, AZ 85014

Bankruptcy Case No.: 10-32567

Involuntary Chapter 11 Petition Date: October 8, 2010

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

Judge: Charles G. Case, II

Debtor's Counsel: Pro Se

Petitioner's Counsel: Aryeh D. Schwartz, Esq.
                      SCHWARTZ LAW FIRM, P.L.L.C.
                      201 N. Central Avenue, 33rd Floor
                      Phoenix, AZ 85004
                      Tel: (602) 229-8000
                      Fax: (602) 229-8001
                      E-mail: ads@schwartzlawaz.com

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Victoria Properties Management,    Management Fees         $44,186
L.L.C.
637 South 48th Street, Suite 110
Phoenix, AZ 85281


850 NEW BALLWIN: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 850 New Ballwin, LC
        7116 Oakland Avenue
        Saint Louis, MO 63117

Bankruptcy Case No.: 10-51533

Chapter 11 Petition Date: October 6, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Michael A. Becker, Esq.
                  WALTRIP & SCHMIDT
                  8151 Clayton Road, Suite 200
                  Clayton, MO 63117
                  Tel: (314) 721-9200
                  Fax: (314) 880-7755
                  E-mail: mab@mabeckerlaw.com

Scheduled Assets: $1,401,494

Scheduled Debts: $1,444,460

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/moeb10-51533.pdf

The petition was signed by Christine Zerjav, president of
Adventure Learning Center LTD, sole member debtor.


ABITIBIBOWATER INC: Files 2nd Amended Plan & Disclosure Statement
-----------------------------------------------------------------
AbitibiBowater Inc. and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a revised
version of their Second Amended Joint Plan of Reorganization on
October 6, 2010, to:

  -- make certain modifications to the Plan in connection with
     the objections of various parties-in-interest; and

  -- reflect that the Debtor Bowater Canada Finance Corporation
     is no longer a plan proponent.

BCFC has withdrawn its Plan and is no longer seeking confirmation
as a proponent of the Joint Plan at this time.  Accordingly, all
references to the Debtors under the Revised 2nd Amended Plan
exclude BCFC.

A copy of the blacklined version of the Revised 2nd Amended Plan
dated October 6, 2010 is available for free at:

http://bankrupt.com/misc/ABH_2ndAmendedPlan_rev_blackline100610.pd
f

The Initial AbitibiBowater Plan was filed in August 2010.  The
hearing on confirmation of the Plan commenced on September 24,
2010, was continued on September 30 and is further set to be held
on October 7 and 8, at 10:00 a.m.

The Debtors will seek confirmation of the Revised Plan at the
hearing and if approved, will file a clean version of the Revised
Plan immediately after the hearing.

According to Law360, AbitibiBowater's chief restructuring adviser
took the stand on October 7 to defend the Debtors' Plan of
allegations that it treats certain intercompany claims unfairly.

The Debtors earlier informed the Court that it intended to call
Steven Zelin, senior managing director of Blackstone Advisory
Partners L.P., as a witness in support of confirmation of the
Plan.  In relation to the Confirmation, Mr. Zelin filed a
declaration in support of confirmation of the Plan, which
addresses a number of the standards required to be met in order
for the Plan to be confirmed, as well as objections of various
parties-in-interest.

                    Greg Jones Opposes Plan

Greg Jones filed an amended declaration with the Court in support
of the Association of Western Pulp and Paper Workers Union's
objection to the confirmation of the Debtors' Plan.  Mr. Jones is
the California/Arizona area representative of the AWPPW.

"The chief cause of the labor dispute in my view is that
AbitibiBowater is seeking to extract concessions from Ponderay
Mill employees to that it was unable to extract from other union-
represented Mills to effectuate the cost-cutting measures
contemplated in the Plan for Reorganization," Mr. Jones says.

The AWPPW is firmly committed to reaching a fair and equitable
settlement of the labor dispute, but will not agree to shoulder a
disproportionate share of the burden of the Debtors' labor cost-
cutting, according to Mr. Jones.

Mr. Jones says it is highly feasible that the labor dispute could
be resolved in a matter of days if Ponderay Newsprint Company
management would bring its bargaining demands into party with
other represented mills.

                    Shareholders Oppose Plan

In separate filings, several shareholders of AbitibiBowater Inc.
join in the objections asserted by an ad hoc committee of the
Debtors' shareholders led by Dr. Henry Romero and Mrs. Elizabeth
Romero.  The Ad Hoc Shareholders Committee earlier expressed
opposition to the confirmation of the Debtors' Plan on the bases
that (1) the Debtors undervalued or failed to value multiple
assets; (2) the Debtors are withholding recoveries until after
Plan confirmation; (3) the Debtors' subsidiaries have not been
properly valued; and (4) the Debtors are putting forward a Plan
without concern for fundamental fairness.

The Joining Shareholders are Robert Alan Cameron Gilbertson,
Daniel R. Thornton, William Kovach, Joel Lambeth, Tamer Ziady,
Pratik P. Shah, and Glenn Dombeck.

Mr. Gilbertson particularly takes issue that the Debtors'
management proposes to award themselves 8.5% of the shares in the
emerging group at the expenses of creditors and potentially
shareholders.

In a related development, Kelly Nicholson of Childersburg,
Alabama, wrote a letter to the Court asserting that Bowater should
honor their promises and commitments to their retirees.  Mr.
Nicholson is a retiree of the Debtors.  He said he cannot accept
the $2,500 Bowater offered to buy out his benefits.

              Ad Hoc Shareholders' Committee React
                  to Debtors' Omnibus Reply

Dr. Henry Romero and Elizabeth Romero of Dickinson, Texas,
reiterate that the proposed Chapter 11 Plan is not confirmable
because it clearly:

  -- does not account for recent improvements in the Debtors'
     financial picture;

  -- appears to have overlooked substantial assets;

  -- reflects that the Debtors have conceded to points that
     clearly undermine the valuation analysis which they have
     refused to share with shareholders;

  -- shows individual Debtor valuations which makes it nearly
     impossible to ascertain Shareholder recoveries; and

  -- shows that management incentives undermine the fundamental
     fairness of the bankruptcy process.

The Romeros aver that they represent an ad hoc committee of
shareholders that hold about 27% outstanding shares in the
Debtors.

The Shareholders vehemently refute the Debtors' response that
their confirmation objection arguments are unsubstantiated.

The Romeros contend that the Debtors' omnibus reply to
confirmation objection shows that the Debtors have not attempted
to refute the substantial claim that they are withholding
recoveries until after Plan confirmation to avoid distribution.
"[Thus,] the valuation completed by Blackstone, which has not been
shared with the Shareholders, needs to be recalculated with the
pension liability removed, the $130 million for the NAFTA
settlement added, the $108 million for the American Union
settlement, and the present value of the negotiated reduced labor
costs from the Canadian and American Union added to the EBITDA, at
a minimum," the Romeros say.

The valuation analysis needs to be recalculated not only on the
Debtors as a whole, but on the Debtors individually, the Romeros
insist.  Even if the figures in and of themselves are not able to
overcome the insolvency of the 'Company as a whole,' they might be
able to overcome the insolvency of one or more Debtor and equity
within one or more Debtor may very likely flow to the
Shareholders, the Romeros point out.

The Debtors have also failed address the argument that their own
liquidation analysis shows three debtor entities are solvent right
now -- Abitibi-Consolidated Finance LP, Bowater Incorporated, and
Bowater Nuway Inc, the Romeros add.

The Romeros further insist that the Bankruptcy Court never
actually rejected the arguments presented by the Shareholders.

The Shareholders also remind Judge Carey that the Debtors haven't
addressed the Shareholders' argument that they were prevented from
calling a shareholders' meeting to air their concerns during the
bankruptcy process by implementing by-laws amended shortly before
the Company entered bankruptcy.

Moreover, the Shareholders note that the Debtors' management
appears willing to pay a premium rate for almost a billion dollars
in bonds when while clearly future projections and earnings are
better than expected and the sector is improving as a whole.

                 Debtors Update Omnibus Reply

At the Bankruptcy Court's request, the Debtors filed on Sept. 28,
2010, an updated version of their Confirmation Objection Status
Chart.  The Updated Report includes further resolutions reached by
the Debtors with certain objections.

Among other things, the Debtors have reached consensual agreements
with Custom Mechanical Contractors, Stein Construction Company
Inc., ePlus Group, Paul Planet and Thor Thorsteinson, with respect
to these parties' Plan-related objections.

A blacklined version of the Debtors' Updated Confirmation
Objection Status Chart is available for free at:

http://bankrupt.com/misc/ABH_UpdtdObjectionStatusRpt_092810.pdf

                      About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Bowater Wants to Unseal BCFC Special Report
---------------------------------------------------------------
Bowater Incorporated asks U.S. Bankruptcy Judge Kevin Carey to
unseal the report prepared by AP Services LLC, as special advisor
to Bowater Canada Finance Corporation.

AP Services and Lisa Donahue, as BCFC vice president for
restructuring, were retained in July 2010 and were directed by the
Bankruptcy Court to prepare a formal report on the course of
action to be taken by BCFC in connection with the assertion of
certain BCFC noteholders of the existence of (i) a potential claim
of BCFC against Bowater for contribution, and (ii) unspecified
potential claims against Bowater Canadian Forest Products Inc. and
certain Canadian affiliates in connection with certain 2001 to
2007 intercompany transactions -- the BCFC Allegations.  The
reports were to be made available, on a strictly confidential
basis, to counsel for minority noteholders, counsel for the
Indenture Trustee and any other stakeholder Ms. Donahue deemed
appropriate.

The Special Advisor Report was filed with the Bankruptcy Court on
September 20, 2010.

BCFC filed a written motion seeking authority to provide the
Report to the Canadian Court on a confidential basis, but
subsequently withdrew its request.  The withdrawal may be because
the Canadian Court issued an order on September 20, finding that
the BCFC Allegations lacked merit.

Paul D. Leake, Esq., at Jones Day, in New York, asserts that the
Report on the BCFC Allegations should be made publicly available
as no reason exists for maintaining it under seal.  No party-in-
interest will be prejudiced by unsealing the Report, he says.

Moreover, many of the parties to the dispute already have access
to the Report, according to Mr. Leake.  Counsel to the other
Debtors, counsel to the Noteholders, counsel to the Indenture
Trustee and the Board of Directors of BCFC each have a copy of the
Report.  As the Report is filed with the Bankruptcy Court under
seal, Judge Carey and the Office of the U.S. Trustee both have
access to it.  "To keep the Report from public view simply serves
no legitimate purpose protected by Section 107 of the Bankruptcy
Code."

Mr. Leake adds that the Report may also be relevant in connection
with the Minority BCFC Noteholders' confirmation objection and
allegations of conflicts of interest of the BCFC Board of
Directors, certain of the Debtors' professionals and the other
Debtors in general.

Bowater's request is set to be considered by the Bankruptcy Court
at a hearing set for October 7, 2010.

                     BCFC Issues Statement

To assist the relevant parties and the Bankruptcy Court, BCFC
filed a statement in Court setting out certain relevant facts,
some of which may be known only to BCFC, APS, and Togut, Segal &
Segal LLP as BCFC's conflicts counsel.

Albert Togut, Esq., a member of the Togut Firm, disclosed that in
the course of preparing the Report, APS and the Togut Firm
undertook extensive due diligence, including (i) reviewing
voluminous documents provided by Bowater and its Canadian counsel
Stikeman Elliot, Bowater's financial advisors the Blackstone
Group,  and the Monitor appointed in the insolvency proceedings of
the Canadian Debtors in Canada; (ii) performing legal research;
(iii) coordinating their work; and (iv) engaging in consultations
with the Noteholders' counsel several times before the draft
Report was circulated.

APS provided the Report in draft form to counsel for the
Noteholders and the Indenture Trustee on September 10 and 11,
2010.  The Togut Firm first received written comments on the draft
Report by September 15 and promptly responded to those comments.
The comments however did not change the Report's conclusions.

By September 20, the final Report was filed with the Bankruptcy
Court under seal.

                     Wilmington Trust Objects

Representing Wilmington Trust, Robert J. Dehney, Esq., at Morris,
Nichols, Arhst & Tunnell LLP, in Wilmington, Delaware, argues that
Bowater's request reflects a misunderstanding of the purpose of
the Report -- the Report was to facilitate a resolution of between
BCFC's Board and BCFC's creditors as to how to proceed with the
transaction-based claims, but was not to disclose any potential
weakness of BCFC's claims.

Wilmington Trust serves as the sole indenture trustee for the
7.95% Notes due 2011 issued by BCFC.

Contrary to the premise of Bowater's Unseal Motion, BCFC would be
harmed by unsealing the Report, Mr. Dehney asserts.  "It would
make absolutely no sense for BCFC, which would be the claimant, to
provide a Report reflecting alleged weaknesses in BCFC's claims to
either: (a) the very authorities that likely would adjudicate
those claims; or (b) BCFC's adversaries on those claims."

Any prior access granted to the Report does not justify unsealing
it, Mr. Dehney maintains.

Mr. Dehney further says that unsealing the Report would not
address allegations of improper conduct and would not aid the
Confirmation Hearing.  As BCFC is no longer part of the Joint
Plan, BCFC's Mismanagement Claims would not be released under the
Joint Plan, he points out.  As to the Intercompany Claims, any
confirmation objections easily could be dealt with through use of
disputed claims reserves, he adds.

Nevertheless, in the event the Report is to be unsealed, then it
first should not be deemed not to have been filed on BCFC's
behalf, Mr. Dehney contends.  "The Report is simply not a report
of an advocate for BCFC and should not be available on that
basis."

Mr. Dehney also points out that if the Report is to be unsealed,
then the Court should also require Paul, Weiss, Rifkind, Wharton &
Garrison LLP provide its memo on a Section 135 Claim for both BCFC
and Bowater to any BCFC creditor that requests it.  Paul Weiss
previously represented BCFC and Bowater on the Section 135 Claim.

                      About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Bowater Wants to Disallow BCFC Contrib. Claim
-----------------------------------------------------------------
Bowater Inc. asks U.S. Bankruptcy Judge Kevin Carey to disallow
and expunge in its entirety:

  (i) an alleged claim related to the notes issued by Bowater
      Canada Finance Corporation and purported to arise under
      Nova Scotia law, or

(ii) in the alternative, a claim based on Bowater Inc.'s
      guarantee of the BCFC Notes.

BCFC is wholly owned by Bowater Inc. and is an unlimited liability
company under Nova Scotia law.  It owns preferred shares in
Bowater Canada Holdings, Inc., also a direct subsidiary of Bowater
and the indirect owner of Bowater Canadian Forest Products Inc.
In October 2001, Bowater issued, and Bowater guaranteed, a series
of 7.95% notes in the principal amount of $600 million.  Bank of
New York was the trustee of the indenture relating to the notes
issuance.

Aurelius Capital Management LP and Contrarian Capital Management
LLC -- the Minority Noteholders -- are among the holders of BCFC
Notes that have asserted that three specific and independent
claims exist with respect to the BCFC Notes.  The Minority
Noteholders assert direct claims against BCFC as borrower of the
BCFC Notes.  The Noteholders also assert that Bowater is liable
for two claims: (a) a Guarantee Claim, which is based on Bowater's
guarantee of the BCFC Notes; and (b) a Contribution Claim, which
is alleged to arise under Nova Scotia law.  The Noteholders
further alleged that various amorphous claims may exist against
BCRI, BCFPI and/or certain of their Canadian affiliates in
connection with certain intercompany transactions between the
Canadian entities that took place between 2001 and 2007.

BCFC filed on September 1, 2010, a proof of claim with respect to
the Contribution Claim, asserting a claim against Bowater for "at
least" $620 million.

Paul D. Leake, Esq., at Jones Day, in New York, contends that the
Bankruptcy Court should disallow either the Contribution Claim or
the Guarantee Claim for these reasons:

  1. Only one and not both claims could be enforced under
     applicable Canadian and New York laws that govern the
     claims.

  2. Only one and not both claims could be allowed under general
     principles of U.S. bankruptcy law.

  3. The Bankruptcy Code expressly requires disallowance of the
     contingent Contribution Claim.

  4. Principles of partnership law dictate that either the
     Guarantee Claim be disallowed or the Contribution Claim
     subordinated.

Mr. Leake explains that applicable Canadian law would not
recognize the Contribution Claim and the Guarantee Claim as
separate claims.  Simply stated, a Canadian Court would conclude
that the Guarantee Claim and the Contribution Claim are
substitutes for one another and, as such, cannot both be
enforceable against Bowater, he avers.  Moreover, applicable
Canadian law on the rule against double proofs would prevent
recovery on both the Contribution Claim and the Guarantee Claim,
he notes.

New York law, which governs the Guarantee Claim, similarly
dictates that only one recovery may be had against an entity on
account of a single injury, Mr. Leake says.  The Contribution
Claim thus is not valid and not enforceable under applicable New
York state law, he asserts.

Section 502(e) of the Bankruptcy Code precludes allowance of the
Contribution Claim because it is an attempted recovery that is
redundant with the Guarantee Claim, Mr. Leake adds.

Under the principles of partnership law, either the Guarantee
Claims should be disallowed in its entirety or the Contribution
Claim should be subordinated to all of Bowater's other creditors,
Mr. Leake maintains.

Mr. Leake continues to note that if both the Contribution Claim
and Guarantee Claim are allowed -- which they should not be -- the
Contribution Claim must by the amount the BCFC Noteholders receive
on account of their other claims.  To the extent allowed, the
Contribution Claim cannot include unmatured interest, he argues.

                      About AbitibiBowater Inc.

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

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

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

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

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

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


ACCENTIA BIOPHARMACEUTICALS: Can Use Cash Collateral Until Nov. 5
-----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., et al., obtained authorization
from the Hon. K. Rodney May of the U.S. Bankruptcy Court for the
Middle District of Florida to continue using cash collateral until
November 5, 2010.

The Debtors will use cash collateral pursuant to a budget, a copy
of which is available for free at:

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

On December 15, 2008, the Court entered a final order authorizing
the Debtors to use cash collateral from November 10, 2008 until
January 7, 2009.  On February 3, 2009, the Court further extended
the Debtors' use of cash collateral until February 11, 2009.  On
February 18, 2009, the Court extended the use of cash collateral
until April 1, 2009.  The Court further extended the use of cash
collateral 12 times before extending it until September 22, 2010.

By November 3, 2010, the Debtors will provide the counsel for
Valens U.S. SPV I, LLC, and Valens Offshore SPV II Corp., and the
counsel for the Committee of Unsecured Creditors operating budgets
for Accentia and Biovest for the six-week period following the
week ended November 5, 2010.

The Court has set for November 5, 2010, at 1:30 p.m. a hearing on
the continued use of cash collateral.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors disclosed assets of $134,919,728 and debts
of $77,627,355 as of June 30, 2008.


AGRI-BEST HOLDINGS: Move to New Plant Blamed for Filing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Agri-Best Holdings LLC filed a Chapter 11 petition on
Oct. 5 in Chicago (Bankr. N.D. Ill. Case No. 10-44595).

Agri-Best is a Chicago-based processor and distribution of meat
products for the restaurant industry.  The Company, doing business
as Protein Solutions, blamed the filing on the costs associated
with moving to a new plant and the tendency of consumers to eat at
home rather than in restaurants as a result of the recession.

The Company owes $14.6 million to secured lender Wells Fargo Bank
NA, which has a lien on accounts receivable and inventory with a
book value of $14.2 million.  There is another $5.9 million owing
on a secured claim to equity holder Advantage Capital Partners.
Advantage has a lien on all assets.

The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  The Company said in a
court filing that the book value of all assets is just under $20
million.  Annual revenue is around $140 million.


AMBAC FINANCIAL: Rehabilitation Plan Filed for Ambac Assurance
--------------------------------------------------------------
The rehabilitator of the Segregated Account of Ambac Assurance
Corporation filed On October 8, 2010, with Dane County Circuit
Court in the State of Wisconsin a plan of rehabilitation.

Claims against the Segregated Account will be settled and
paid in accordance with the terms and conditions of the Plan
of Rehabilitation.  Following confirmation of the Plan of
Rehabilitation by the Court, any holder of a right to payment from
the Segregated Account, regardless of when such right arises, is
limited exclusively to the treatment afforded by the Plan of
Rehabilitation.

Holders of permitted claims for fees, costs and expenses of the
administration of the Segregated Account will receive cash in the
full amount of such claims.  Holders of permitted policy claims
will receive, in complete satisfaction of such claims, a
combination of cash payments and 5.1% interest-bearing, unsecured
surplus notes that are scheduled to mature on June 7, 2020.  The
cash/Surplus Note split will initially be 25% cash and 75% Surplus
Notes. Holders of other claims submitted in compliance with the
provisions of the Plan of Rehabilitation, which are not claims for
administrative expenses of the Segregated Account or policy
claims, will receive, in complete satisfaction of such claims,
5.1% interest-bearing, unsecured junior surplus notes in a
principal amount equal to the dollar amount of such claims.

Under the Plan of Rehabilitation, the Rehabilitator retains the
flexibility to engage in alternative resolutions of claims where
such resolutions are, in the Rehabilitator's sole and absolute
discretion, equitable to the holders of policy claims generally.

A full-text copy of the Plan of Rehabilitation is available for
free at http://ResearchArchives.com/t/s?6c77

                        About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 financial results.  The independent auditors noted
of the significant deterioration of Ambac's guaranteed portfolio
coupled with the inability to write new financial guarantees has
adversely impacted the business, results of operations and
financial condition of the Company's operating subsidiary.  KPMG
also noted of the Company's limited liquidity.

Ambac Financial noted in its Form 10-Q for the quarter ended
June 30, 2010 that its liquidity and solvency are largely
dependent on dividends principal financial guarantee operating
subsidiary, Ambac Assurance Corporation, and on the value of the
subsidiary.  Ambac Financial said that Ambac Assurance is "highly
unlikely" to be able to make dividend payments to Ambac for the
foreseeable future.  Ambac Financial said it is currently pursuing
raising additional capital and is also pursuing a restructuring of
its outstanding debt through a prepackaged bankruptcy proceeding.

The Company's balance sheet at June 30, 2010, showed
$30.05 billion in total assets, $31.47 billion in total
liabilities, and $1.42 billion in stockholders' deficit.

Ambac once boasted top triple-A credit ratings.  In November 2009,
Ambac warned it could have problems paying off debt that comes due
in 2011.  Before the financial crisis, Ambac was the second-
biggest bond insurer behind MBIA Inc.


AMERICAN SAFETY: Former Executive Gets 30 Months for $1MM Fraud
---------------------------------------------------------------
Bankruptcy Law360 reports that a former executive at American
Safety Razor Co. has been sentenced to 30 months in prison after
pleading guilty to fraud charges related to nearly $1 million in
personal expenses he racked up through the Company's credit card-
purchasing program.

Joseph Scott Champion was sentenced by Judge Samuel G. Wilson of
the U.S. District Court for the Western District of Virginia to 30
months on Wednesday, according to Law360.

                       About American Safety

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

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


AMR CORP: To Report Third Quarter Results on October 20
-------------------------------------------------------
AMR Corporation anticipates announcing third quarter 2010 earnings
on Oct. 20, 2010.  In conjunction with the announcement, on that
date AMR will host a conference call with the financial community
at 2:00 p.m. Eastern Time.

During this conference call, senior management of AMR will review,
among other things, details of AMR's third quarter financial
results, the industry environment, recent strategic initiatives,
the revenue environment, cash flow results, liquidity measures,
capital requirements and will provide an outlook for the future.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet for June 30, 2010, showed
$25.8 billion in total assets, $9.3 billion in total current
liabilities, $9.1 billion in long-term debt, $526.0 million in
obligation under capital leases, $7.5 billion in pension and
postretirement benefits, $3.1 billion in other liabilities, and
a $3.9 billion stockholders' deficit.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


AVA GLOBAL: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ava Global Enterprise LLC
        P.O. Box 2090
        Gilroy, CA 95021

Bankruptcy Case No.: 10-60598

Chapter 11 Petition Date: October 12, 2010

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

Judge: Charles Novack

Debtor's Counsel: Julian C. Roberts, Esq.
                  LAW OFFICES OF JULIAN C. ROBERTS
                  553 S. Murphy Avenue
                  Sunnyvale, CA 94086
                  Tel: (408) 730-4710
                  E-mail: julian@julianslaw.com

Scheduled Assets: $4,940,000

Scheduled Debts: $4,193,462

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60598.pdf

The petition was signed by the Sayed Faquiryan, authorized agent.


BASHAS' INC: Litigants Drop Objection to Chapter 11 Plan
--------------------------------------------------------
Bankruptcy Law360 reports that Bashas' Inc. and a group of
plaintiffs who had sued the company over workplace discrimination
have reached an agreement that effectively ends the plaintiffs'
objection to the grocery store operator's reorganization plan.

On Tuesday, Bashas' and a group known as the Parra litigants, who
have a $36 million claim in the bankruptcy, agreed that whatever
court rules, Law360 says.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.


BETSEY JOHNSON: Cedes Control to Madden Under Restructuring Deal
----------------------------------------------------------------
Steven Madden, Ltd., said last week that it has entered into a
Restructuring Agreement with Betsey Johnson LLC to effect an out-
of-court restructuring of the outstanding debt of BJ LLC purchased
by Steven Madden in August 2010 for $27.6 million.  Pursuant to
the Restructuring Agreement, in consideration of the elimination
of amounts owed under the outstanding debt, Steven Madden acquired
(i) the trademarks and intellectual property of BJ LLC, including
Betsey Johnson(R) and other related brand names and (ii) a 10%
equity interest in BJ LLC.  Steven Madden also made a new secured
term loan to BJ LLC in the principal amount of $3 million, which
bears interest at the rate of 8% per annum (payable at maturity)
and matures on December 31, 2015.  In addition, Castanea Partners,
who has partnered with Betsey Johnson and BJ LLC for the past
three years, has agreed to support BJ LLC's business with a
further equity investment in BJ LLC.

Steven Madden and BJ LLC also entered into two new license
agreements under which Steven Madden has granted BJ LLC the
exclusive license to (i) operate Betsey Johnson retail stores in
the United States, Canada and London, England and (ii) manufacture
and sell specified women's apparel under the Betsey Johnson(R) and
Betsey Johnson Collection(TM) brand names.

The transaction is expected to be accretive to Madden's earnings,
contributing approximately $0.10 in diluted EPS in 2011.

Edward Rosenfeld, chairman and chief executive officer of Madden,
commented, "We are thrilled to add the Betsey Johnson brand to our
growing portfolio of brands at Steve Madden.  Betsey Johnson is an
iconic brand with a rabid consumer following, and we believe it
offers meaningful growth opportunity for our business.  We are
also pleased to have entered into a relationship with Betsey
Johnson LLC in support of the continuation and growth of its
apparel and retail businesses and look forward to working closely
with Castanea in support of Betsey Johnson LLC going forward."

Steve Madden, Founder and Creative and Design Chief, added,
"Betsey is my hero - one of the great American designers. I have
always admired how everything she does is instantly recognizable -
it looks, feels, radiates Betsey.  We want to do whatever we can
to continue her creative vision and make the Betsey Johnson brand
bigger and better than ever."

                      Restructuring Agreement

Steven Madden said in a regulatory filing that the term loan in
the aggregate outstanding principal amount of $48,750,000, which
was in default on the date of purchase, was purchased by the
Steven Madden for an aggregate purchase price of approximately
$27.6 million and was secured by substantially all BJ LLC's
assets.

Pursuant to the Restructuring Agreement, Steven Madden, through a
wholly owned subsidiary, purchased from BJ LLC and certain
affiliates (a) substantially all trademarks, service marks, trade
dress, brand names, logos, trade names, business names, patents,
copyrights, domain names, software, know how and other
intellectual property, and all goodwill associated with any of the
foregoing, owned or licensed by BJ LLC and certain affiliates, (b)
certain intellectual property licenses including the right to
receive royalties and other income with respect thereto, and (c)
certain other contracts, including a lease under which BJ LLC
leases its outlet store located in Riverhead, New York.  The
aggregate purchase price for the Purchased Assets was $27.4
million, paid by Steven Madden in the form of a credit against the
outstanding principal balance of the Original Loan and, after
giving effect to the credit, the cancellation of all outstanding
obligations of BJ LLC arising out of the Original Loan.  The
Restructuring Agreement contains customary representations and
warranties relating to the Purchased Assets as well as
indemnification obligations of BJ LLC for a period of 18 months
following the closing to indemnify Steven Madden and its
affiliates and representatives from losses incurred arising out of
the breach by BJ LLC of representations regarding the Purchased
Assets. The Restructuring Agreement further provides for equity
recapitalization of BJ LLC including issuance to Steven Madden of
a number of Class B Preferred Shares of BJ LLC constituting 10% of
the issued and outstanding shares of BJ LLC in exchange for a
credit of $200,000 against the outstanding principal balance of
the Original Loan. Simultaneously, Castanea Partners and its
affiliates, majority owners of BJ LLC, made an investment of
additional capital into BJ LLC.

Also as a part of the transaction, Steven Madden made a new
secured term loan to BJ LLC in the principal amount of $3,000,000
which loan bears interest at the rate of 8% per annum (payable at
maturity) and matures on December 31, 2015.  Pursuant to the terms
of the secured promissory note, an early repayment of the new loan
is required in the event of a sale of BJ LLC, a public offering of
the equity securities of BJ LLC or the cessation of business by BJ
LLC and the loan is secured by a first priority security interest
in and lien upon substantially all of the remaining properties and
assets of BJ LLC.

                        License Agreements

In connection with the closing of the transactions, Steven Madden
and BJ LLC also entered into two intellectual property license
agreements and a supply agreement with respect to the Purchased
Assets pursuant to which, among other things, Steven Madden has
granted to BJ LLC (i) a limited, exclusive license and right to
use the Betsey Johnson(R) and Betsey Johnson Collection(TM)
trademarks for the manufacture, promotion, sale and distribution
of specified items of women's apparel in retail stores owned and
operated by BJ LLC in London, England and Canada, in wholesale and
retail sales in the United States, and in wholesale sales in
certain other jurisdictions outside the United States, and (ii) a
right and license to sell, via BJ LLC's e-commerce Web sites and
in Betsey Johnson-branded retail stores located in Canada, London,
England and the United States, products featuring designs created
by or manufactured under license to third parties by Steven
Madden. Under the license arrangements, Steven Madden is entitled
to royalty payments based on net sales and, under one agreement,
certain guaranteed minimum royalty payments and may purchase from
BJ LLC Licensed Product at a discount from the listed wholesale
price.  Also, as previously disclosed, BJ LLC had been a licensor
to Steven Madden, providing Steven Madden the right to use the
Betsey Johnson(R) and Betseyville(R) trademarks in connection with
the marketing and sale of handbags, small leather goods, belts and
umbrellas.

In connection with the transactions, BJ LLC and Steven Madden
entered into a supply agreement, which terminated the Original
License and provides BJ LLC and its affiliates with the right to
buy footwear and accessories bearing the Betsey Johnson(R) or
Betsey Johnson Collection(TM) trademarks from Steven Madden at a
discount from the listed wholesale price.

A full text of the Restructuring Agreement is available for free
at http://researcharchives.com/t/s?6c7d

                        About Steven Madden

Steven Madden, Ltd., designs, sources, markets and sells footwear
for women, men and children.  The Company also designs, sources,
markets and retails name brand and private label fashion handbags
and accessories, through its Accessories Division.  The Company
distributes products, through its retail stores, its e-commerce
Website, department and specialty stores throughout the United
States and through distribution arrangements in Asia, Canada,
Europe, Central and South America, Australia and Africa.


BLOCKBUSTER INC: Proposes to Grant First Priority Lien to FFIC
--------------------------------------------------------------
Blockbuster Inc. and its units ask the U.S. Bankruptcy Court for
the Southern District of New York:

  (a) to grant First Insurance Funding Corp. or its successor or
      assigns a first priority lien on, and security interest
      in, unearned premiums in the Debtors' renewed property and
      casualty insurance policies;

  (b) to lift the automatic stay in the event of the Debtors'
      "payment default" under that certain premium financing
      agreement to be executed in connection with the Renewed
      Policies; and

  (c) for similar relief in connection with any other
      postpetition premium financing arrangement entered into
      between the Debtors and FIFC.

In recent weeks, Blockbuster has renewed several of its insurance
policies for the 2010/2011 policy period.  In particular,
Blockbuster renewed its property and casualty insurance programs,
which expired on August 31, 2010, and September 30, 2010.  In
connection with these renewals, Blockbuster is obligated to pay
approximately $3 million in premiums at the start of the policy
period for the two insurance programs as of September 30, 2010.

In light of the magnitude of the required premiums, Blockbuster
determined that it would be prudent to conserve its liquidity by
financing the premiums for the Renewed Policies through a PFA with
FIFC.  Blockbuster submits that, despite the authority granted to
the Debtors to enter into the Property and Casualty PFA by
previous Court order, FIFC has expressed an unwillingness to
finance the Renewed Policies absent the relief requested.

Given the absolute necessity of maintaining its Insurance Programs
during their Chapter 11 cases, the Debtors are seeking expedited
consideration of their request to ensure that the requisite
funding occurs on October 19, 2010, Stephen Karotkin, Esq., at
Weil, Gotshal & Manges LLP, in New York, tells the Court.

FIFC has represented that a Court order approving the request will
provide both it and the participating insurance carriers with the
assurance they need that, in the event the Debtors' default on
their payment obligations under the Property and Casualty PFA,
FIFC is authorized to take all steps necessary and appropriate to
cancel the Renewed Policies, collect the Collateral, and apply the
Collateral against the payment default.

The Debtors also sought and obtained a shortened notice period on
the request.  Hence, a hearing to consider the request will be
held on October 19, 2010.  Objections are due October 15.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes to Reject 50 Leases for Closed Stores
---------------------------------------------------------------
Blockbuster Inc. and its units seek the Court's authority to
reject 50 unexpired leases of nonresidential real property,
effective as of September 30, 2010, and to abandon certain
equipment, fixtures, furniture or other personal property located
in the premises associated with the rejected Leases.

A copy of the list of Leases can be obtained for free at:

       http://bankrupt.com/misc/BBI_2ndOmnMo_Leases.pdf

Blockbuster has been analyzing and reviewing its extensive lease
portfolio and the performance of each of its retail stores,
relates Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
New York.  In connection with that review, Blockbuster has
determined that closure of certain underperforming stores would be
in its best interest and would promote the Debtors' successful
reorganization.

Prior to the Lease Rejection Date, the retail stores associated
with each of the Leases were closed and Blockbuster vacated the
Leased Premises.  In addition, Blockbuster has returned the keys
to the Leased Premises and notified the counterparties to the
Leases of Blockbuster's vacation of the Leased Premises and
intention to reject the Leases, Mr. Karotkin says.  He assures the
Court that the Personal Properties abandoned at the Leased
Premises are of de minimis value.

Rejection of the Leases will maximize the value of the Debtors'
bankruptcy estates and eliminate unnecessary costs associated with
the Leases and the Leased Premises, Mr. Karotkin contends.  As of
the Petition Date, Blockbuster continues to be obligated to pay
rent under the Leases even though it has ceased operations at the
premises, he asserts.  By rejecting the Leases, Blockbuster
estimates that it will be able to achieve cost savings of
approximately $5.7 million in rent and other related obligations
over the remaining term of the Leases.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Sec. 341 Meeting of Creditors Set for November 1
-----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, will
convene a meeting of creditors of Blockbuster Inc. and its 11
Debtor-affiliates on November 1, 2010, at 1:30 p.m., prevailing
Eastern Time, at the Office of the U.S. Trustee at 80 Broad
Street, 4th Floor, in New York.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtors' representative
under oath about the Debtors' financial affairs and operations
that would be of interest to the general body of creditors.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Facing Objections to $125 Mil. DIP Financing
-------------------------------------------------------------
Several school districts, cities and counties filed objections to
the Debtors' request to obtain debtor-in-possession financing:

Several school districts, cities, counties and landlords filed
objections to the Debtors' request to obtain debtor-in-possession
financing:

  -- Alamo Heights, Aransas County, et al.;

  -- Burleson ISD, et al.;

  -- Carrollton-Farmers Branch Independent School District, and
     Lewisville Independent School District;

  -- County of Anderson and La Vega Independent School
     District, et al.;

  -- Lyme Regis Partners, LLC;

  -- Inland US Management, LLC, Inland American Retail
     Management, LLC, Inland Southwest Management, LLC, Inland
     Continental Property Management Corp. and Inland Commercial
     Property Management, Inc.;

  -- Miami-Dade County Tax Collector;

  -- The Macerich Company, RREEF Management Company, Watt
     Management Company, West Valley Properties, Inc., Eden &
     Avant, Jones Lang LaSalle Americas, Inc., Madison
     Marquette, and Alecta Real Estate Investments, LLC; and

  -- Townview Retail, LLC.

The Objecting Parties object to any priming of their senior,
perfected and unavoidable tax liens on the Debtors' property.
They require express clarification that their senior, perfected
and unavoidable tax liens are not primed under either the Interim
Order or any Final Order to be entered authorizing the DIP
Financing.

Representing Carrollton-Farmers and Lewisville, Andrea Sheehan,
Esq., at the Law Offices of Robert E. Luna, P.C., in Dallas, Texas
-- sheehan@txschoollaw.com -- avers that under Section 32.05(c) of
the Texas Tax Code Annotated, the School Districts' secured tax
liens, with limited exceptions not relevant in the case, "take[]
priority over the claim of any creditor of a person whose property
is encumbered by the lien[s] and over the claim of any holder of a
lien on property encumbered by the tax lien[s], whether or not the
debt or lien existed before the attachment of the tax lien[s]."

Ms. Sheehan contends that the Interim DIP Financing Order
indicates that the DIP Liens will not prime, and will be junior
to, any valid, perfected, enforceable and unavoidable security
interest and lien of any entity, other than the Senior Secured
Obligations, existing immediately prior to the Petition Date if
and to the extent the security interest and lien was senior to the
lien securing the Senior Secured Obligations as of the Petition
Date.  The School Districts object to the Interim DIP Financing
Order and DIP Financing Motion to the extent that the School
Districts' statutory tax liens, for either pre- or postpetition
taxes would be primed by the DIP liens and Adequate Protection
Liens granted by the Interim Order.

The Objecting Parties ask for clarification that their tax liens
are not primed by the DIP liens or the Adequate Protection Liens
and will retain the same priority as such liens are granted under
state law.  To the extent their liens are to be primed, they
assert that the parties have not demonstrated that their liens are
adequately protected as required by Section 364(d)(1)(B) of the
Bankruptcy Code.

The Objecting Parties also ask that any final order approving the
DIP Financing Motion provide that proceeds from the sale of
collateral will go to payment of taxes prior to payment of any
junior liens, and provide or reserve the right of the School
Districts to request at the time of any sale that tax liens will
be retained in the event of a credit bid if taxes are not paid by
the credit bidder at the time of sale.  They also want that
proceeds of the sale of their collateral in any non-ordinary
course sale or in any credit bid sale be segregated and their
liens be attached to the proceeds with the priority they otherwise
hold pursuant to non-bankruptcy law.

Macerich and the other Landlords relate that the Interim Order
provides the lenders with a first lien on substantially all
unencumbered property of the Debtors, but it also specifically
excludes any lien in the leaseholds directly, limiting the liens
to only the proceeds of the leaseholds.  The Landlords object to
the request to the extent the protections in their leases with the
Debtors are removed or modified in the Final Order.

The Court has scheduled a final hearing on the DIP request for
October 19, 2010, at 10:00 a.m., prevailing Eastern time.

                       The DIP Facility

In a regulatory filing with the U.S. Securities and Exchange
Commission on September 28, 2010, Rod McDonald, Esq., vice
president, secretary and general counsel of Blockbuster Inc., says
that in connection with the Debtors' bankruptcy filing, they
entered into a Senior Secured, Super-Priority Debtor-in-Possession
Revolving Credit Agreement with certain of the Company's
subsidiaries, the lenders and Wilmington Trust FSB, as agent.

As previously reported, pursuant to the terms of the DIP Credit
Agreement, the Lenders agreed to lend up to $125,000,000 in the
form of revolving loan advances; the Subsidiary Guarantors agreed
to guarantee the Company's obligations; and the Company and
Subsidiary Guarantors agreed to secure their obligations under the
loan documents by granting the Agent, for the benefit of the Agent
and the Lenders, a first-priority security interest in and lien
upon all of the Company's and Subsidiary Guarantors' existing and
after-acquired personal and real property.

Mr. McDonald also discloses that the DIP Credit Agreement limits,
among other things, Blockbuster's and the Subsidiary Guarantors'
ability to:

  -- incur indebtedness;

  -- incur or create liens;

  -- dispose of assets;

  -- prepay subordinated indebtedness and make other restricted
     payments;

  -- enter into sale and leaseback transactions; and

  -- modify the terms of any subordinated indebtedness and
     certain material contracts of the Company and the
     Subsidiary Guarantors.

In addition to standard obligations, the DIP Credit Agreement
provides for (i) a periodic delivery by the Company of its budget
that has to be approved by a requisite number of Lenders set forth
in the DIP Credit Agreement, and (ii) specific milestones that the
Company must achieve by specific target dates.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BMS REAL ESTATE: Inks Stipulation With LNV on Cash Collateral Use
-----------------------------------------------------------------
BMS Real Estate, LLC, has reached a stipulation with LNV
Corporation on the Debtor's interim use of cash collateral from
July 19, 2010 to November 16, 2010 at 5:00 p.m. Mountain Standard
Time.

Cash collateral includes: (a) all rents and proceeds from the
Property, including, but not limited to, rents collected from the
following: Media.com; Wolf Designs; and Brown Motor Sports; and
(b) all other cash proceeds arising from the sale, lease or other
disposition or conversion of any item of LNV's collateral.

October 16, 2007, the Debtor gave a deed of trust to First
National Bank of Arizona securing property at 1435 East Old West
Highway, Apache Junction, Arizona 85219.   The Deed of Trust
secures a note entered into between the Debtor and FNBA in the
amount of $975,000.  As of April 15, 2010, according to LNV,
Debtor is indebted in the amount of $1,054,998 which includes
principal, past due interest and other fees.  LNV is now the owner
and holder of the Deed of Trust and Note.

LNV consents to Debtor's use of cash collateral to pay only these
expenses as they come due during the term of this Stipulation:

     Property Taxes                          $1,681 per month
     Insurance                                 $276 per month
     Utilities - SRP                         $1,000 per month
     Utilities - Water                         $450 per month
     Utilities - Trash                         $260 per month
     Utilities - Septic                         $83 per month
     Cleaning & Maintenance                    $100 per month
                                              ------------------
     TOTAL                                   $3,850 per month

The Debtor will provide LNV with an accounting of all cash
collateral received and expended from the Petition Date by the
30th of each month for the previous month.  For purposes of this
stipulation, a month begins and ends on the 19th day of a month.
Any cash collateral that exceeds the expenses from the previous
month must be paid to LNV by the 5th of the month, commencing
September 5, 2010, and covering the period July 19 - August 19,
2010.

LNV is granted replacement liens on and security interests in all
of Debtor's tangible and intangible property that constituted the
LNV's' collateral before the bankruptcy petition, including
without limitation postpetition income, issues, proceeds, and
profits produced by and/or derived from the collateral.  The
replacement liens and security interests will have the same
priority, extent, and validity as LNV's security interests or
other interests in the Cash Collateral used by the Debtor.

In the event of default by the Debtor, and relief from the
automatic stay, LNV may foreclose the replacement liens under the
pre-petition loan documents.

The Debtor will provide to LNV financial and operating reports and
access to other books and records as LNV may from time to time
reasonably request.

LNV and the Debtor recognize that additional stipulations for cash
collateral use may be negotiated and executed.

                          About BMS Real

Apache Junction, Arizona-based BMS Real Estate, LLC, filed for
Chapter 11 bankruptcy protection on July 19, 2010 (Bankr. D. Ariz.
Case No. 10-22387).  J. Kent Mackinlay, Esq., at Warnock,
Mackinlay & Carman, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $1,000,001
to $100,000,000 as of the Petition Date.


BRIGHAM EXPLORATION: Says Notations of Guarantees Have Terminated
-----------------------------------------------------------------
Brigham Exploration Company said on Sept. 13, 2010, it commenced
a cash tender offer for any and all of the $160 million aggregate
principal amount of its 9 5/8% Senior Notes due 2014 outstanding
under the Indenture dated as of April 20, 2006, among the Company,
the guarantors named therein, and Wells Fargo Bank, National
Association, a national banking association, as trustee, as
supplemented by a First Supplemental Indenture dated as of
September 27, 2010.

Pursuant to the Offer, the Company purchased $154.4 million
aggregate principal amount of the 9 5/8% Notes.  On October 8,
2010, the Company redeemed the remaining $5.6 million aggregate
principal amount of the 9 5/8% Notes at a price of 104.813% of the
principal amount thereof, plus accrued and unpaid interest on the
9 5/8% Notes to, but not including, the redemption date.

The Company used the net proceeds from the previously reported
issuance and sale of $300 million aggregate principal amount of
its 8 3/4% Senior Notes due 2018 to pay the purchase or redemption
price of the 9 5/8% Notes.  As a result of the purchase or
redemption of all the outstanding 9 5/8% Notes, the Indenture,
the 9 5/8 Notes and related Notations of Guarantees have been
terminated.

                    About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at June 30, 2010, showed
$862.21 million in total assets, $289.19 million in total
liabilities, and stockholders' equity of $573.01 million.

                          *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in June 2010
that that "[W]hile Brigham's recent results and 2010-11 drilling
program are positive and provide cash flow visibility, the company
remains very small measured by production and proven reserves and
future growth and full-cycle reinvestment costs are fairly
undiversified, being largely reliant on Bakken/Three Forks."

Moody's Investors Service assigned a Caa2 rating to Brigham
Exploration Company's proposed offering of $250 million senior
unsecured notes due 2018.  The Caa2 rating reflects the senior
unsecured status of the notes, its position in the capital
structure, and is consistent with the ratings on Brigham's other
existing senior unsecured debt.  Brigham's Caa1 Corporate Family
Rating and SGL-1 Speculative Grade Liquidity Rating remain
unchanged.  The rating outlook is positive.

Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Austin, Texas-based Brigham Exploration Co.'s
proposed $250 million senior unsecured notes due 2018.  The issue-
level rating is 'B+' (one notch above the corporate credit rating
on the company).  The recovery rating on this debt is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.


BROADSTRIPE LLC: Equitable Subordination Fight Continues
--------------------------------------------------------
WestLaw reports that genuine issues of material fact existed as to
whether two entities that were creditors of the Chapter 11 debtor
acted inequitably in blocking the proposed sale of the debtor's
cable television and related telecommunications properties in two
regions and, as statutory insiders, in allegedly leading the
debtor's management team to believe that the creditors would
finance the acquisition of certain assets but then refusing to
finance the deal.  Accordingly, the bankruptcy court declined to
grant summary judgment in an action by the official committee of
unsecured creditors seeking, inter alia, the equitable
subordination of the creditors' first lien and second lien
investments.  In re Broadstripe, LLC, --- B.R. ----, 2010 WL
3768003 (Bankr. D. Del.).

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts.  The Debtors tapped FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent.  In its petition, Broadstripe estimated assets
and debts between $100 million and $500 million.  Because
Broadstripe has been under Chapter 11 protection for more than
18 months, any creditor can file a plan at this juncture.


BROWN JORDAN: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary
ratings on outdoor furniture manufacturer Brown Jordan
International Inc., including the 'B' corporate credit rating, at
the company's request.

These preliminary ratings were based on issuance of the company's
proposed $65 million senior secured term loan which was intended
to refinance existing debt and pay fees and expenses.  The
transaction did not take place so S&P is withdrawing all related
ratings.


C & C ORGANIZATION: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: C & C Organization
          dba Cask'N Cleaver
        8651 Madrone Avenue
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 10-43081

Chapter 11 Petition Date: October 12, 201

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R. WADE
                  400 N. Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dlr@srwadelaw.com

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

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

A list of the Company's 21 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-43081.pdf

The petition was signed by Charles L. Keagle, CEO.


CAPITAL GROWTH: Gets $3 Million Financing from Tranche A Lender
---------------------------------------------------------------
Capital Growth Systems Inc. together with its wholly owned
subsidiaries have entered into debtor in possession financing with
a Tranche A Lender that has funded $3,000,000 of secured financing
and with a consortium of Tranche B Lenders who have advanced
$6,250,000 in the aggregate to the Debtors.

In addition, an affiliate of the Tranche B Lenders, Global
Acquisition Newco Corp. was formed for purposes of making a
stalking horse bid to purchase the Debtors' assets.  The Debtors
recently advised GAC that the exclusive period for making a
stalking horse bid had lapsed and that the Company would be
revising its bidding procedures to seek bids from prospective
buyers without a stalking horse bidder.

                   About Capital Growth Systems

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.  Douglas S. Draper, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Francis A. Monaco, Jr., Esq., at
Womble Carlyle Sandridge & Rice.


CHANA TAUB: Automatic Stay Does Not Apply to Marriage Dissolution
-----------------------------------------------------------------
The Hon. Elizabeth S. Stong rules that the automatic stay does not
prevent Simon Taub, a chapter 7 debtor, and Chana Taub, a Chapter
11 debtor, from seeking a dissolution of their marriage.
Accordingly, the Court lifts the automatic stay to permit a
pending second divorce action in the Supreme Court, Kings County
to proceed as scheduled.

On September 29, 2010, Katalin Pota, as the sole petitioning
creditor, filed an involuntary Chapter 7 petition for relief
against Simon Taub.

A copy of the Court's memorandum decision dated October 8, 2010,
is available at http://is.gd/g1Trvfrom Leagle.com

As reported by the Troubled Company Reporter on September 22,
2010, WestLaw said a bona fide dispute existed in an involuntary
Chapter 7 case as to the alleged debtor's liability to his
estranged wife, who thus was not eligible to be a petitioning
creditor.  The wife lacked standing to assert claims based upon
the rents allegedly diverted by the alleged debtor from real
property titled in her name or any other claims that were the
property of her own bankruptcy estate.  Instead, only the Chapter
11 trustee in the wife's bankruptcy case could assert those
claims.  In addition, the alleged debtor asserted colorable
defenses to the wife's claim to the extent that it was based on
purported support arrears, including that he had paid a
substantial portion of the support payments called for by state-
court orders, and that he had rights to set-off and reimbursement
for expenses paid on the wife's behalf and for rents collected by
her.  In re Taub, --- B.R. ----, 2010 WL 3504097 (Bankr. E.D.N.Y.)
(Craig, J.).

The gory details about Ms. Taub and two friends filing an
involuntary Chapter 7 petition (Bankr. E.D.N.Y. Case No. 10-48155)
and other seemingly endless litigation against her estranged
husband are outlined by the Honorable Carla E. Craig in her
Decision dated Sept. 7, 2010, which is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100907660

The Troubled Company Reporter detailed Judge Stong's five
significant attempts to move Ms. Taub's contentious bankruptcy
case along on April 30, 2010, Sept. 28, 2009, Oct. 5, 2009,
Oct. 15, 2009, and Jan. 11, 2010.

Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.


CHARLES VIRZI: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charles Carmello Virzi
        33 Blue Coat
        Irvine, CA 92620

Bankruptcy Case No.: 10-24532

Chapter 11 Petition Date: October 12, 2010

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

Judge: Erithe A. Smith

Debtor's Counsel: David B. Dimitruk, Esq.
                  5 Corporate Park, Suite 220
                  Irvine, CA 92606
                  Tel: (949) 660-9090
                  Fax: (949) 975-1514

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

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

A list of the Debtor's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24532.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Charles Virzi Construction, Inc.      10-24518         10/12/10


CLEAR CHANNEL: Compensation Panel Okays Tiered Relocation Policy
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of CC Media
Holdings, Inc., the parent entity of Clear Channel Communications,
Inc., approved on Oct. 5, 2010, a tiered relocation policy that is
applicable to the Company and all of its subsidiaries subject to,
in the case of the subsidiary Clear Channel Outdoor Holdings, Inc.
and its subsidiaries, the approval of the Compensation Committee
of Clear Channel Outdoor Holdings, Inc.

The Relocation Policy applies only in the case of a Company-
requested relocation and provides different levels of benefits
based on the employee's organizational level.  Set forth below is
a summary of the material terms of the benefits provided under the
Relocation Policy tier for the Chief Executive Officer and the
officers who report directly to the Chief Executive Officer and
the tier for other exempt employees who report directly to a
corporate function head.  The Chief Executive Officer and Direct
Reports and the Function Head Direct Reports are collectively
referred to herein as the "Executive Tiers," and include the
Company's named executive officers.

Under the Relocation Policy, the Executive Tiers are reimbursed
for most expenses associated with relocating, including moving
expenses, temporary housing expenses, closing costs associated
with the sale of the executive's existing home and the purchase of
a new home in the destination location, as well as other
miscellaneous amounts in connection with relocating to the
destination location.  The Relocation Policy also provides the
Executive Tiers with assistance in marketing and selling the
executive's existing home through a third-party relocation company
whereby such relocation company will buy the existing home at the
price of a bona fide offer by an outside buyer and will assume the
risk if the sale to the outside buyer is cancelled.

If a bona fide offer has not been presented within 90 days of the
executive's existing home being listed for sale and the executive
is in the Chief Executive Officer and Direct Reports tier, the
executive may elect to have the relocation company purchase the
home for its appraised value.  Further, with the approval of the
Chief Executive Officer of the Company, the Executive Tiers may
receive loss-on-sale protection for any losses on the sale of the
executive's existing home after the first 10% of such losses.  The
Executive Tiers may receive tax gross-up payments for all eligible
taxable payments under the Relocation Policy.

A full-text copy of the Relocation Policy for Guaranteed Purchase
Offer is available for free at:

               http://ResearchArchives.com/t/s?6c73

A full-text copy of the Relocation Policy for Buyer Value Option
is available for free at:

               http://ResearchArchives.com/t/s?6c74

                       About Clear Channel

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

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

Clear Channel Capital I, LLC, the parent of Clear Channel
Communications, disclosed assets of $17.286 billion, total debts
of $24.495 billion, and a member's deficit of $7.209 billion.
Clear Channel reported a net loss of $364.92 million on $2.753
billion of revenue for six months ended June 30, 2010.


COACHMEN INDUSTRIES: Amends Articles to Increase Shares to 100MM
----------------------------------------------------------------
All American Group, Inc., formerly Coachmen Industries, Inc.
amended its Articles of Incorporation to increase the number of
its authorized common shares to 100,000,000 at the Special
Shareholders Meeting held on September 28, 2010.  The amended
Articles of Incorporation became effective on October 5, 2010.

                     About All American Group

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

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

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

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

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

                           *     *     *

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


COAST CRANE: Wins Court Approval to Auction Assets Next Month
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Coast Crane Co. won
bankruptcy-court approval to place its assets on the auction block
next month.

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

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

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


COMMERCIAL VEHICLE: Moody's Lifts Corp. Family Rating to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service upgraded Commercial Vehicle Group,
Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the
ratings outlook to positive from negative.  These actions
recognize the continuing improvement in the build rates for
commercial vehicles and the realized benefits of the company's
operating and capital restructurings.  Moody's also upgraded the
$98 million 8% senior notes due 2013 to Caa2 from Caa3.
Concurrently, Moody's raised CVGI's short term liquidity
assessment to SGL-2 from SGL-4 reflecting Moody's expectation of
sizeable unrestricted cash balances and continued improvement in
operating cash flows.

                        Ratings Rationale

The positive actions reflect improved liquidity and Moody's
expectation that credit metrics will continue to improve over the
intermediate term as a result of cost actions taken during the
economic downturn and continuing modest improvement in the North
American OEM truck market.  Moody's estimates that adjusted debt-
to-EBITDA leverage remained at 10.0x for the trailing twelve
months ended June 30, 2010, but expects leverage to trend to the
7-8 times range by end of the year.  CVGI reported approximately
$52 million of cash at June 30, 2010, largely the result of a
$25 million equity offering and $21 million income tax refund
received in the first half of 2010.  Moody's believes the cash
will help CVGI manage working capital needs and provide cushion
given its thin operating margins.

The Caa1 CFR reflects modest size, high debt leverage, and
exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.  The CFR
considers high debt service costs and refinancing risk associated
with debt maturities starting in 2012.  However, Moody's
recognizes the company's demonstrated ability to manage its cost
structure and working capital position to minimize cash burn
amidst a challenging economic environment.  Moody's believes the
company is positioned to benefit from additional modest
improvement in commercial vehicle build rates through at least
2011.

The positive rating outlook incorporates Moody's view that CVGI's
performance improvements aided by increased class 8 vehicle build
rates and cost restructuring should position the company to reduce
leverage by another turn in 2011 and generate EBIT/Interest over
1x.  The positive outlook also reflects Moody's expectations that
CVGI is in a better position to maintain good liquidity to support
its operations, and generate sufficient EBITDA to comfortably
cover cash interest as interest on $42 million 11% (if paid in
cash)/ 13% (if paid in kind) third lien secured notes becomes
payable in cash starting in 2011.

Moody's could consider upgrading the ratings if CVGI continues to
improve its profitability, funds its working capital needs, and
reduces debt leverage to the mid single digit range on a
sustainable basis.  Conversely, Moody's could consider downgrading
the ratings or stabilize the outlook if Moody's believe credit
metrics are likely to remain weak for the rating for an extended
period (especially if EBIT/interest expense remains below 1
times), or if there is a deterioration in the company's liquidity
position or in end market conditions.  Use of cash outside of
current expectations (notably if used for acquisitions or
shareholder friendly activities) could also put downward pressure
on the ratings and/or outlook.

This summarizes the ratings actions taken:

Commercial Vehicle Group, Inc.

Ratings upgraded:

  -- Corporate Family Rating to Caa1

  -- Probability of Default Rating at Caa1

  -- $98 million 8% senior unsecured notes due 2013 to Caa2 (LGD4,
     66%) from Caa3

The ratings outlook is positive.

The Speculative Grade Liquidity Rating was raised to SGL-2 from
SGL-4.

Commercial Vehicle Group, Inc is a provider of customized products
for the commercial vehicle market, including the heavy-duty truck,
construction, agricultural, specialty and military transportation
markets.  The company is an amalgamation of several predecessor
organizations whose products include cab structures & assembly,
seats & seating systems, trim systems & components, wire
harnesses, wipers, controls and mirrors.  Revenues were
$535 million for the LTM period ended June 30, 2010.


CYNERGY DATA: Asks for Jan. 11 Plan Exclusivity Extension
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cynergy Data LLC is asking for a January 11 extension
of the exclusive right to propose a Chapter 11 plan.  A hearing on
the request for a fifth extension is scheduled for November 12.

Mr. Rochelle relates that at the same Nov. 12 hearing, Cynergy is
hoping the bankruptcy judge will approve the disclosure statement
explaining the liquidating Chapter 11 plan filed in September.
Remaining assets won't pay anything aside from lawsuit recoveries
to anyone except holders of first-lien debt.  The plan
confirmation hearing is tentatively set for Dec. 21.  The plan is
founded on a settlement with secured lenders.

                         About Cynergy Data

Launched in 1995, Cynergy Data was a merchant credit card
processing service provider.  The Company and two affiliates --
Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC --
filed for Chapter 11 bankruptcy protection on September 1, 2009
(Bankr. D. Del. Case No. 09-13038).  Cynergy Data said that it had
assets of $109.5 million against debts of $186.1 million as of
June 30, 2009.

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  The Company also hired Pepper Hamilton LLP as bankruptcy
and restructuring counsel.  Charles D. Moore of Conway MacKenzie,
Inc., serves as chief restructuring officer.  Kurtzman Carson &
Consultants LLC serves as claims and notice agent.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale was completed October 2009.  The Debtor was renamed to
Liquidation Co. LLC following the sale.


D'AGOSTINO'S: Unloads All Three Stores in Westchester
-----------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that family-owned D'Agostino's grocery-store chain is selling its
only three stores in Westchester, according to a company insider.
Those stores have struggled against competitors like Whole Foods,
Super Stop & Shop and others, said supermarket consultant Burt
Flickinger, according to Crain's.

"It makes more sense for D'Agostino's to concentrate on New York
City," Mr. Flickinger said.

D'Agostino's did not return a call for comment, Crain's says.

D'Agostino's -- http://www.dagnyc.com/-- has 15 stores in
Manhattan and three in Westchester County.


DAIRY PRODUCTION: Looming Foreclosure Prompts Ch. 11 Filing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dairy Production Systems-Georgia LLC, along with four
affiliates, filed for Chapter 11 protection to stop foreclosure
proceedings initiated by Agricultural Funding Solutions LLC.
Agriculture Funding had sought the appointment of receivers.

According to the report, the Debtors owe $76.2 million to
Agricultural Funding, which purchased the loan from the Federal
Deposit Insurance Corp. after the original lender, New Frontier
Bank of Greeley, Colorado, was taken over by regulators.
Agricultural Funding bought the loans from the FDIC for about $22
million.

The Debtors operate five dairy farms in Florida, Georgia,
Mississippi and Texas.  Together, the farms, based in High
Springs, Florida, have about 10,500 head of cattle on farms that
collectively encompass about 3,350 acres.  The farms are owned by
David P. Sumrall, who guaranteed much of the bank debt.

The dairies, according to Mr. Rochelle, blamed their financial
problems on the decline in the price of fluid milk, coupled with
increases in feed and operating costs. Revenue declined to $48
million last year from $57.2 million in 2008 and the farms are
operating at no more than 65% of capacity.

Dairy Production Systems-Georgia LLC and its affiliates filed for
Chapter 11 on Oct. 7, 2010 (Bankr. M.D. Ga. Case No. 10-
11752).  Neil C. Gordon, Esq., and Sean C. Kulka, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Georgia,.  DPS-Georgia estimated
assets of  $1,000,001 to $10,000,000 and debts of $10,000,001 to
$50,000,000 in its Chapter 11 petition.


DAVID DENENNY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: David M. Denenny
        5042 CR 8940
        West Plains, MO 65775

Bankruptcy Case No.: 10-62452

Chapter 11 Petition Date: October 7, 2010

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Jacob W. Stauffer, Esq.
                  STAUFFER LAW FIRM, LLC
                  204 West Main Street
                  West Plains, MO 65775
                  Tel: (417) 256-5140
                  Fax: (417) 256-5270
                  E-mail: stauffer@stauffer-law.com

Scheduled Assets: $681,500

Scheduled Debts: $1,511,785

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


DI-CO-JA INC.: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Di-Co-Ja, Inc.
          dba Kwik Kar Lube & Wash On Custer Road
          dba Kwik Kar Lube, Tune & Wash On Custer Road
        10101 Custer Road
        Plano, TX 75025

Bankruptcy Case No.: 10-43442

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark I. Agee, Esq.
                  5401 North Central Expressway, Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: dallasbankruptcylawyer@gmail.com

Scheduled Assets: $900,000

Scheduled Debts: $2,313,895

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-43442.pdf

The petition was signed by Charles D. Whittington, president.


COLONIAL BANCGROUP: FDIC Wants Funds Deposited in Court Registry
----------------------------------------------------------------
The Federal Deposit Insurance Corporation, as receiver for
Colonial Bank, a bank owned by The Colonial BancGroup, Inc., asks
the U.S. Bankruptcy Court for the Middle District of Alabama to:

   1) require the Debtor or any recipient of proceeds from the
      Bond Claim to deposit the funds into the registry of the
      Court or an agreed-upon escrow, pending the result of
      existing litigation in the district court concerning whether
      the FDIC-Receiver or the Debtor is entitled to the proceeds;
      and

   2) confirm that the automatic stay does not apply to the FDIC-
      Receiver's efforts to pursue its Bond Claim, or, in the
      alternative, grant the FDIC-Receiver relief from the
      automatic stay for that purpose.

According to the FDIC, the Debtor and the FDIC were assureds under
a fidelity bond policy.  The FDIC suffered a bondable loss
totaling approximately $1.8 billion.  Upon discovery of the FDIC's
loss, a claim for coverage was made under the Bond and is pending
with the bond carrier (the Bond Claim).

The FDIC relates that, among other things:

   -- the very fact that the Debtor suffered no losses that are
      compensable under the Bond severely undermines its claim to
      the Bond Proceeds; and

   -- modifying the automatic stay for the limited purposes sought
      by the FDIC-Receiver will not affect or prejudice the
      parties' competing claims to the Bond Proceeds, but rather
     it will ensure that recovery under the Bond is maximized.

The FDIC adds that the order proposed by the FDIC-Receiver will
protect the Debtor from any possible prejudice by permitting the
Debtor to object to any proposed settlement with Federal and by
requiring the FDIC-Receiver to deposit any Bond Proceeds into the
Court registry or an agreed upon escrow pending a determination by
the district court regarding entitlement to the Bond Proceeds.

The FDIC is represented by:

     Michael A. Fritz, Sr., Esq.
     FRITZ AND HUGHES, LLC
     7020 Fain Park Drive, Suite 1
     Montgomery, AL 36117
     Tel: (334) 215-4422
     E-mail: michael@fritzandhughes.com

                 About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in
its restructuring effort.  In its schedules, the Debtor disclosed
$45 million in total assets and $380 million in total liabilities
as of the Petition Date.


DANAOS CORPORATION: Sets November 8 Annual Meeting of Shareholders
------------------------------------------------------------------
Danaos Corporation will hold its 2010 Annual Meeting of
Stockholders on Monday, November 8, 2010 at 10:00 a.m. Greek local
time at the offices of the Company's manager, Danaos Shipping Co.
Ltd., in Piraeus, Greece.

The notice of annual meeting of stockholders, proxy statement,
proxy card and the Company's 2009 Annual Report to Stockholders,
as well as its Annual Report on Form 20-F, are available
at http://www.danaos.agmdocuments.com/

At the meeting, these items will be considered:

  1) To elect two directors to hold office until the annual
     meeting of stockholders in 2013 and one director to hold
     office until the annual meeting of stockholders in 2011
     and, in each case, until their respective successors have
     been duly elected and qualified;

  2) To ratify the appointment of the Company's independent
     auditors; and

  3) To transact such other business as may properly come
     before the 2010 Annual Meeting and any adjournments or
     postponements thereof.

                     About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

The Company's balance sheet at June 30, 2010, showed
$3.124 billion in total assets, $2.934 billion in total
liabilities, and stockholders' equity of $189.8 million.

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, 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 Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of December 31, 2009, and its
negative working capital deficit.


DAVID DENENNY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: David M. Denenny
        5042 CR 8940
        West Plains, MO 65775

Bankruptcy Case No.: 10-62452

Chapter 11 Petition Date: October 7, 2010

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Jacob W. Stauffer, Esq.
                  STAUFFER LAW FIRM, LLC
                  204 West Main Street
                  West Plains, MO 65775
                  Tel: (417) 256-5140
                  Fax: (417) 256-5270
                  E-mail: stauffer@stauffer-law.com

Scheduled Assets: $681,500

Scheduled Debts: $1,511,785

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


EASTMAN KODAK: Board Elects McCorvey as Chief Financial Officer
---------------------------------------------------------------
Eastman Kodak Company said that Antoinette P. McCorvey, the
company's Director of Investor Relations and Vice President, has
been elected by the board of directors to the position of Chief
Financial Officer and Senior Vice President, effective Nov. 5. She
will report to Antonio M. Perez, Kodak Chairman and Chief
Executive Officer.

Ms. McCorvey's promotion follows the resignation of Frank S.
Sklarsky who is leaving effective Nov. 5 to accept a CFO post at
another company.  Ms. McCorvey is an 11-year veteran of Kodak with
more than 30 years of financial management experience. She was
appointed to her investor relations position in 2007.

"I am pleased to announce Ann as our new CFO," Mr. Perez said.
"She is smart, capable, and energetic, with a deep business and
finance operations background and is experienced in working with
the investment community.  [Ms. McCorvey] will do an excellent job
in using the tools of finance to support Kodak's digital strategy
and long-term growth prospects.

"I would also like to thank Frank for his contributions to the
company and to wish him well in his future endeavors," Mr. Perez
said.  "Frank also groomed Ann to serve as his successor, so the
company and its shareholders will be well served by the continuity
in leadership this represents."

McCorvey joined Kodak in 1999 as Director, Finance, Imaging
Materials Manufacturing.  She has held assignments of increasing
responsibility including Director, Finance, Global Manufacturing
and Logistics; Director, Finance, Corporate Financial Planning and
Analysis, and Director, Finance and Vice President, Consumer
Digital Imaging Group.

Prior to Kodak, McCorvey had a 20-year career with
Monsanto/Solutia. Her last assignment at Solutia, Inc., was Vice
President/General Manager of Nylon, Plastics, Polymers and
Industrial Fibers.  Ms. McCorvey earned a degree in Finance and
Accounting and an MBA from the University of West Florida in
Pensacola. She is a Certified Management Accountant.

"I am proud and honored to be given the opportunity to make a
greater contribution to the transformation of Kodak," Ms. McCorvey
said. "I have worked closely with the management team during my
years at Kodak, and I know the potential this company has to
achieve greater things.  I look forward to doing my part to help
Kodak achieve its goals, in conjunction with an exceptional
corporate finance team."

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

"It's been an honor and a privilege to work with Antonio and this
remarkable Kodak team," Mr. Sklarsky said.  "I have nothing but
respect and admiration for the people of Kodak, and I am fully
confident in the company's long-term business prospects. I am
leaving because I received a professional opportunity that I
simply could not pass up.  I remain a huge supporter of Kodak, its
products and its people, and I look forward to watching the
company successfully complete its business transformation."

                        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.


EPICEPT CORP: Has Until April 2011 to Regain NASDAQ Compliance
--------------------------------------------------------------
EpiCept Corporation has received two letters from the Nasdaq
Listing Qualifications Department.  One letter states that EpiCept
is not in compliance with the continued listing requirements of
The Nasdaq Capital Market because the bid price of EpiCept's
common stock has closed below the minimum $1.00 per share
requirement for 30 consecutive business days.

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

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

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

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

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

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

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

                   About EpiCept Corporation

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


ESCALON MEDICAL: Mayer Hoffman Raises Going Concern Doubt
---------------------------------------------------------
Escalon Medical Corp. filed on October 12, 2010, its annual report
on Form 10-K for the fiscal year ended June 30, 2010.

Mayer Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the ongoing debt
payments on the debt related to the Biocode Hycel acquisition and
continued losses from operations and negative cash flows from
operating activities.

The Company reported a net loss of $413,864 on $31.6 million of
revenue for fiscal 2010, compared with a net loss of $13.0 million
on $30.7 million of revenue for fiscal 2009.

For the year ended June 30, 2010, the Company had net income from
discontinued operations of $3.47 million which included a gain on
the sale of certain vascular assets of $3.49 million.

On April 30, 2010, the Company divested certain Vascular Access
assets held by its Vascular Access subsidiaries to Vascular
Solutions, Inc.  The total sales price was $5.75 million,
consisting of cash of $5 million at closing and $750,000 payable
in cash upon the successful completion of the transfer of the
manufacturing to Vascular Solutions, Inc., plus a one-time earn-
out payment in an amount equal to 25% of the net sales of the
VascuView TAP products sold by Vascular Solutions, Inc., between
July 1, 2010, and June 30, 2011.  The manufacturing transfer was
completed on August 31, 2010.

The Company's balance sheet at June 30, 2010, showed $22.0 million
in total assets, $9.9 million in total liabilities, and
stockholders' equity of $12.1 million.

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

               http://researcharchives.com/t/s?6c79

                      About Escalon Medical

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


EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to Oct. 31
-----------------------------------------------------------------
Reorganized Exide Technologies sought and obtained an October 31,
2010, extension from the U.S. Bankruptcy Court for the District of
Delaware of its deadline to file objections to claims.

James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, says the proposed extension will give Exide
enough time to evaluate the remaining claims, file additional
objections or even resolve those claims.

More than 6,100 proofs of claim aggregating $4.4 billion had been
filed against Exide.  These do not include about 1,100 proofs of
claim that were filed as unliquidated claims.

As of July 28, 2010, about 6,060 claims had been reviewed and
resolved, reducing the total amount of outstanding claims by more
than $3.4 billion.  Exide has already completed 20 quarterly
distributions to creditors under its confirmed restructuring
plan, consisting of distributions on about 2,608 claims for about
$1.67 billion.

Since April 2009, Exide has not filed any omnibus objections to
claims but has resolved certain discovery disputes and has
continued negotiating with creditors for settlement of their
claims, according to Mr. O'Neill.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Commences Adv. Proceeding Against EnerSys
-------------------------------------------------------------
Reorganized Exide Technologies filed a complaint, seeking a
declaratory judgment against EnerSys Delaware Inc., f/k/a
EnerSys, Inc., in the United States Bankruptcy Court for the
District of Delaware.

Reorganized Exide wants the Bankruptcy Court to interpret,
implement, and enforce the confirmed Joint Plan of Reorganization
filed by the Official Committee of Unsecured Creditors and the
Debtors with respect to EnerSys' claims under a certain
prepetition agreement.

The prepetition agreement between Exide and EnerSys refers to
EnerSys' license to use the Exide trademark on industrial
batteries.

The United States Court of Appeals for the Third Circuit issued
on June 1, 2010, a ruling that held that the Agreement between
Exide and EnerSys was not executory within the meaning of Section
365 of the Bankruptcy Code because, in the opinion of the Third
Circuit, EnerSys had substantially performed the Agreement
prepetition.

By virtue of the Third Circuit's ruling and the Bankruptcy
Court's confirmation of the Plan, EnerSys is not deemed to have
an enforceable right to use the Exide trademark and trade name
under the Agreement because the rights constitute a "claim"
within the meaning of the Bankruptcy Code, James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, asserts.

Mr. O'Neill acknowledges that as of the date Exide Technologies
filed for bankruptcy, EnerSys had a claim for its rights under
the Agreement, namely Exide's obligation to permit EnerSys' use
of the EXIDE mark and Exide's obligation to forebear from using
the EXIDE mark on industrial products.

A breach of those obligations results in damages that can be
calculated with a reasonable degree of certainty, thereby
providing a monetary award as a viable alternative to any
equitable remedy that EnerSys may have under applicable law, Mr.
O'Neill explains.  He notes that EnerSys itself submitted
considerable evidence in Exide's bankruptcy case to substantiate
its claim that it would allegedly suffer approximately $67
million in damages if it were not permitted to use the EXIDE mark
under the Agreement.

Moreover, because EnerSys has already conducted its business
without using the EXIDE mark for more than two years, pursuant to
the Bankruptcy Court's June 30, 2006 transition order, the
Bankruptcy Court will be able to more readily determine an
accurate amount of damages suffered by EnerSys, if any, as a
result of not being allowed to use the EXIDE mark.

"EnerSys holds a claim for prepetition damages under the
Agreement that was discharged pursuant to the Plan and Section
1141 (d)(1)(A) of the Bankruptcy Code," Mr. O'Neill asserts.

Separately, pursuant to Section 1141(c) of the Bankruptcy Code
and the Plan, the EXIDE mark vested in Reorganized Exide, free
and clear of all claims, encumbrances, and interests, including
EnerSys' interest under the Agreement to use the mark and the
encumbrance that Exide forebear from using the mark, Mr. O'Neill
avers.

"EnerSys participated in the bankruptcy case, and the confirmed
Plan does not preserve EnerSys' interest to use the EXIDE mark
under the Agreement nor does it preserve the encumbrance of
Exide's forbearance from using the mark," Mr. O'Neill says.

Against this backdrop, Reorganized Exide asserts three counts
against EnerSys under the Complaint and asks the Bankruptcy
Court, with respect to each particular count, to:

   I. enter a declaratory judgment that EnerSys has a claim
      against Exide under the Agreement that was discharged
      pursuant to Section 1141(d)(1)(A) of the Bankruptcy Code
      and the Plan, and EnerSys does not have an enforceable
      right post-confirmation to use the EXIDE mark under the
      Agreement;

  II. enter a declaratory judgment that, pursuant to Section
      1141(c) of the Bankruptcy Code and the Plan, the EXIDE
      mark vested in the Reorganized Exide free and clear of any
      claims, encumbrances, and interests, including EnerSys'
      interest to use the mark under the Agreement, and
      therefore EnerSys does not have an enforceable right post-
      confirmation to use the EXIDE mark under the Agreement and
      that Reorganized Exide is not encumbered by any use
      restriction provided in the Agreement; and

III. in the event the counts for declaratory judgment are
      denied, enter a transition plan to facilitate an orderly
      unwinding of the Court's prior orders.

               EnerSys Wants Complaint Dismissed

"[T]he relief sought by Exide in the Complaint is barred by the
doctrines of res judicata, judicial estoppel, waiver, forfeiture
and laches," asserts counsel for EnerSys, Maria Aprile Sawczuk,
Esq., at Stevens & Lee, PC, in Wilmington, Delaware.

Ms. Sawczuk argues that there is no reason Exide could not have
raised the discharge claim -- now asserted in Count I of the
Complaint -- in 2003, at the same time it sought to reject the
Trademark Agreement.  And there is no reason Exide could not have
raised the revesting claim -- now asserted in Count II of the
Complaint -- immediately following the effective date of its Plan
on May 5, 2004, about two years before the rejection litigation
was decided by the Bankruptcy Court, she asserts.

According to Ms. Sawczuk, since the discharge claim and the
revesting claim arise out of the same facts, and seek the same
relief, as the rejection litigation, Exide's failure to raise the
discharge claim and the revesting claim in connection with the
rejection litigation bars Exide from pursuing those claims now --
seven years after the fact.

To the extent of any ambiguity in the terms of the Plan, Ms.
Sawczuk clarifies, it is clear beyond debate that neither the
parties nor the Court intended that EnerSys' rights under the
Trademark Agreement be included within the scope of the terms
"Claim, liens, charges or encumbrances," as used in the revesting
section of Exide's Plan.

"It is simply beyond question that no one, not Exide, not
EnerSys, not this Court, not the District Court, and not the
Court of Appeals, ever thought that the confirmation of the Exide
plan revested the trademarks and tradenames licensed under
the Trademark Agreement in Exide, free of all of EnerSys' rights
under the Trademark Agreement and, thereby, mooted the pending
rejection litigation," Ms. Sawczuk says.  "For Exide to even
suggest that such is the case raises real questions about its
motives in filing the Complaint," she notes.

Count III of the Complaint seeks a transition order in the event
Counts I and II fail.  "This Court has already denied Exide's
request for a transition order in connection with the order
vacating its original order approving rejection.  As a result,
Count III is barred by the doctrine of res judicata," Ms. Sawczuk
maintains.

"[E]ven if the relief sought by Exide in the Complaint were not
procedurally barred, it is so obviously unavailable as a matter
of law that one can only conclude that the filing of the
Complaint is simply an attempt by Exide to prolong this already
interminable dispute in hopes of gaining some tactical
advantage," she adds.

For these reasons, EnerSys asks the Bankruptcy Court to dismiss,
with prejudice, the Complaint in its entirety.

In a related development, Exide and EnerSys agreed, pursuant to a
Court-approved briefing schedule, that:

  * Exide will file its responsive brief on or before Oct. 18,
    2010; and

  * EnerSys will file its reply brief on or before November 5,
    2010.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Judge Vacates 2006 Order on EnerSys Pacts
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware vacated the order he issued on April 3,
2006, for Exide Technologies' rejection of a series of agreements
with EnerSys Delaware Inc., including a trademark license
agreement which granted EnerSys a license to use the Exide
trademark on industrial batteries.

The Court entered its vacation order on August 27, 2010.
Accordingly, Reorganized Exide's Motion to Reject six Yuasa
Agreements is denied as moot, the Court specified.

Judge Carey likewise vacated the order he entered on July 3,
2006, for the approval of a transition plan regarding the Exide
Technologies trademark.

          EnerSys Wants Court to Reconsider Order

Counsel for EnerSys, Joseph H. Huston, Jr., Esq., at Stevens &
Lee, P.C., in Wilmington, Delaware, tells Judge Carey that prior
to the Court's entry of its Aug. 27 Order, EnerSys was directed
to confer with Exide to come up with an agreed form of Order.
Since both parties were unable to agree on one point, two
proposed forms of the Order were submitted to the Court.

The only difference between the two forms of proposed order was
that the form submitted by Exide added the words "as moot" on the
order denying the rejection.  The effect of this addition was
that rather than simply denying the Motion to Reject on the
merits, the Court would deny the Motion to Reject "as moot,"
relates Mr. Huston.

Because the Court has entered Exide's proposed form of Order,
EnerSys asks the Court to reconsider and modify its order to
eliminate the "as moot" phrase, for the reason that:

  (a) the Motion to Reject is not, and has never been "moot" and
      should be denied by the Court "on the merits;" and

  (b) denying the Motion to Reject "as moot" is fundamentally
      inconsistent with a ruling entered by the United States
      Court of Appeals for the Third Circuit ruling that the
      agreements are not executory and, thus, cannot be
      rejected.

EnerSys requested for a shortened notice of hearing and objection
period to its Reconsideration Motion but the Court denied the
request following Exide's objection.  Exide argued that EnerSys
failed to assert the existence of any imminent harm or any other
compelling reason to justify expedited consideration.

At a hearing held October 12, 2010, Judge Carey entered a
modified order holding that the Motion to Reject is denied on the
grounds that the agreements between EnerSys and Exide are not
executory.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


FAIRPOINT COMMUNICATIONS: Amends 2009 Report to Add Disclosures
---------------------------------------------------------------
FairPoint Communications, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form
10-K for the year ended December 31, 2009.

The Amendment dated September 29, 2010, is in response to comment
letters received from the SEC requesting further clarification of
certain disclosures in the Original Annual Report, Paul H. Sunu,
chief executive officer of FairPoint, explains.

The Amendment contains revisions and clarifications to these
disclosures in the Original Annual Report:

  * Item 1 - Business - Chapter 11 cases;

  * Item 1A - Risk Factors - Risks Related to the Chapter 11
    Cases;

  * Item 5 - Market for Registrant's Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity
    Securities - Unregistered Sales of Equity Securities;

  * Item 7 - Management's Discussion and Analysis of Financial
    Condition and Results of Operations - Overview;

  * Item 9A - Controls and Procedures - Material Weaknesses in
    Internal Control Over Financial Reporting;

  * Item 10 - Directors, Executive Officers and Corporate
    Governance;

  * Item 11 - Executive Compensation - General Principles and
    Programs; and

  * Item 11 - Executive Compensation - Executive Compensation
    Decisions for 2009.

The Amendment speaks only as of the date the Original Annual
Report was filed, and the Company has not undertaken to amend,
supplement or update any information contained in the Original
Annual Report to give effect to any subsequent events, Mr. Sunu
clarifies.

A full-text copy of the Amendment to the Original 2009 Annual
Report is accessible for free at:

             http://ResearchArchives.com/t/s?6be1

                Q1 and Q2 Reports Also Amended

FairPoint Communications, Inc., submitted to the U.S. Securities
and Exchange Commission an amendment to its quarterly report on
Form 10-Q for the period ended March 31, 2010.  The Amendment
dated September 29, 2010, reflects changes in response to the
comment letters received by FairPoint from the SEC, requesting
further clarification of certain disclosures in the Original
Quarterly Report.  A full-text copy of the Amendment to the
Original 2010 1st Quarterly Report is accessible for free at:

            http://ResearchArchives.com/t/s?6be2

FairPoint Communications, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q for the period ended June 30, 2010.  The Amendment dated
September 29, 2010, is in response to the comment letters received
by FairPoint from the SEC, requesting further clarification of
certain disclosures in the Original Quarterly Report.  A full-text
copy of the Amendment to the Original 2010 2nd Quarterly Report is
available for free at:

             http://ResearchArchives.com/t/s?6be3

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FAIRPOINT COMMUNICATIONS: Proposes Rule 2004 Exam on Segnet
-----------------------------------------------------------
FairPoint Communications Inc. and its debtor affiliates ask Judge
Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York to compel segNET Technologies, Inc., and
segTEL, Inc., to produce documents and witnesses for examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, asserts that segTEL's and STI's claims include a myriad
of claims and allegations that were filed without any supporting
documentation.  In this light, the Debtors seek to conduct an
examination on segTEL and STI to:

  (i) assist in their analysis of the claims asserted by segTEL
      and STI;

(ii) determine what basis exists for the allegations;

(iii) assess the liability, if any, with respect to those
      Claims;

(iv) focus on any defenses or affirmative counterclaims the
      Debtors may have; and

  (v) determine how the Claimants calculated the more than
      $5 million they seek to recover from the Debtors' estates.

Resolution of the segTEL and STI Claims will certainly affect how
the Debtors administer their estates, Mr. Grogan tells the Court.

The Debtors assure the Court that their examination requests are
narrowly tailored and directly relevant to the allegations
contained in the Claims, a full-text copy of which is available
for free at http://bankrupt.com/misc/FairPt_DocRequests.pdf

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FAIRPOINT COMMUNICATIONS: Proposes to Assume Nitel Amended Pact
---------------------------------------------------------------
FairPoint Communications, Inc., seeks the Court's permission to
assume a services agreement with Nitel Inc., as amended.

Pursuant to the Services Agreement, Nitel provides point-to-point
private line, direct internet access, date and IP network
connectivity, and other circuits and related services to
FairPoint.  FairPoint determined that it has an ongoing need for
Nitel's services.  To that end, FairPoint and Nitel entered into
an amendment to the Services Agreement.

The Amendments pertain to, among other things, the assumption of
the Services Agreement and certain of the Service Orders, and
pricing concessions in connection with that assumption.

The salient terms of the Amended Agreement are:

  (a) Cure.  FairPoint Communications will pay Nitel $142,000 to
       cure any and all defaults relating to the Amended
       Agreement, and in full satisfaction of Nitel's Claim No.
       5902.

  (b) Pricing.  For a period of no less than 12 months after the
       assumption of the Amended Agreement, Nitel will reduce
       the monthly price of certain circuits by an aggregate of
       $11,833 per month.

  (c) Releases.  Nitel will release FairPoint Communications
       from all claims, causes of action, liabilities and other
       obligations arising before the date of the Amended
       Agreement.  That release however will not apply to
       Service Orders that are not assumed under the Amended
       Agreement.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, notes that FairPoint's entry into the Amended Agreement
will result in savings of $141,996 for the 12-month period after
its assumption of the Amended Agreement.  The Amended Agreement
also resolves disputes regarding the amount required to be paid
as cure to Nitel.  At this financially sensitive stage of
FairPoint's business operations, an interruption in the services
provided by Nitel will harm FairPoint's efforts to reorganize, he
stresses.

Against this backdrop, FairPoint asks the Court that any order
approving the assumption of the Amended Agreement be deemed
effective immediately and that the Court waive the 14-day stay
period under Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FLYING J: Cadre Services Wants Approved Plan Revisited
------------------------------------------------------
Bankruptcy Law360 reports that Cadre Services Inc. has asked Judge
Mary F. Walrath to revisit Flying J Inc.'s reorganization plan,
saying it unfairly limits Cadre's ability to recover millions of
dollars in attorneys' fees related to a prepetition lawsuit over a
construction contract.

Flying J in July emerged from Chapter 11 bankruptcy protection.
The Company's plan promised to repay in full the $1.4 billion owed
its creditors, with the distributions on allowed claims of the
company's creditors expected to commence before the end of July.

                         About Flying J Inc.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Young Conaway Stargatt & Taylor LLP, and Kirkland &
Ellis LLP, represent the Debtors in their Chapter 11 effort.
Blackstone Advisory Services L.P. is the Debtors' investment
banker and financial advisor.  Epiq Bankruptcy Solutions LLC is
the Debtors' notice, claims and balloting agent.  In its formal
schedules submitted to the Bankruptcy Court, Flying J disclosed
assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FPD LLC: Gets Court Nod to Use M&T Cash Collateral Until March 31
-----------------------------------------------------------------
FPD, LLC, et al., sought and obtained final authorization from the
Hon. Paul Mannes of the U.S. Bankruptcy Court for the District of
Maryland to use the cash collateral of Manufacturers and Traders
Trust Company until March 31, 2011.

M&T Bank has consented to the Debtors' use of cash collateral.
The Debtors will use cash collateral pursuant to a budget, a copy
of which is available for free at:

   http://bankrupt.com/misc/FPD_LLC_M&TcashcollateraLbudget.pdf

Prior to the Petition Date, one or more of the Debtors guaranteed
these M&T loans: (i) a $4,000,000 revolving acquisition and
development loan; (ii) a $6,900,000 revolving acquisition and
development loan; *iii) a $5,500,000 revolving construction loan;
(iv) a $604,125 term loan; and (v) a $2,624,000 term loan.  As of
the Petition Date, the aggregate amount of loans outstanding is
$11,486,555.90 in principal, plus $31,136.63 in interest accrued
as of the Petition Date, together with costs, fees, expenses and
other charges accrued, accruing or chargeable.

As adequate protection for the use of cash collateral, M&T Bank is
granted: (a) a replacement lien on property of the Debtors only to
the extent the M&T cash collateral is used by the Debtors and
reduces the value of its prepetition collateral as of the Petition
Date and M&T Bank is determined to be undersecured; and (b) a
superpriority claim.

To account adequately for the cash collateral of the M&T Bank, the
Debtors will maintain one or more debtors in possession accounts
at M&T Bank for M&T cash collateral, deposits and disbursements to
the Debtors' operating accounts.

The Debtors will provide M&T Bank with weekly cash flow reports,
showing cash receipts and disbursements made by the Debtors during
the prior week.  The Debtors will provide counsel to the official
committee of unsecured creditors with the same cash flow reports
delivered to M&T Bank.

By February 28, 2011, the Debtors must pay all real property taxes
for the July 1, 2010 tax year for all M&T prepetition collateral
and postpetition collateral.  By November 1, 2010, the Debtors
must deliver to M&T one or more insurance certificates evidencing
that the Debtors have in place builder's risk insurance with
respect to all M&T prepetition collateral for the current year
through March 31, 2011, that M&T Bank is named as a loss payee,
that M&T will be given not less than 30 days' prior written notice
of any cancellation or modification of said insurances.  By
December 15, 2010, the Debtors will deliver to M&T a fully-
executed contract of sale for the Reece Road (Severn Hollow)
property for a purchase price not less than $800,000, subject only
to not more than a 30 day study period and a standard financing
contingency, and otherwise in form and substance acceptable to
M&T.  By March 15, 2011, the Debtors must close on the sale of
Reece Road (Severn Hollow) property, paid the applicable claim of
M&T at closing and reserved one half of the net proceeds as
postpetition collateral in an escrow account at M&T subject to the
joint order of the applicable Debtor and M&T.  The remaining one
half of the net proceeds will be free and clear of all liens of
M&T and available for the Debtors' use for the benefit of their
estates.

By December 31, 2010, the Debtors must close on sales of not less
than four residences (in any M&T subdivision), in addition to the
closings scheduled through September 30, 2010 in the Budget and
must pay to M&T at closing the agreed release amounts due M&T.
The remaining net proceeds are cash collateral and may be used by
the Debtors in accordance with the Budget.  By March 31, 2011, the
Debtors must close on sales of two additional residences and three
finished lots (in any M&T subdivision) and must pay to M&T at
closing the agreed release amounts due M&T.  The remaining net
proceeds are cash collateral and may be used by the Debtors in
accordance with the Budget.

By February 15, 2011, in addition to all other sales, the Debtors
will close on the sale of the residence known as Lot # 11 in the
Aisquith Farm subdivision and will pay to M&T at closing the
agreed release amount (including the building loan release amount
of $100,000).  The remaining net proceeds are cash collateral and
may be used by the Debtors in accordance with the Budget.  By
February 15, the Debtors will propose to M&T further Performance
Requirements for sales to occur during the second quarter of 2011.
If agreement is reached between the Debtors and M&T, they will
file and serve a stipulation concerning Performance Requirements
and continuing use of cash collateral, including an extended
budget for the extended time period.

The Debtors will make "sale ready" the two incomplete residential
units at Douglas Landing and two incomplete residential units at
Wood Creek by November 30, 2010, and two additional incomplete
residential units at Douglas Landing by December 31, 2010.

By October 15, 2010, all obligors of the existing loans will have
delivered their written consents to the final court order in form
and substance acceptable to M&T.

M&T Bank is represented by Ober, Kaler, Grimes & Shriver, P.C.

The Debtors have two other bank lenders Wells Fargo Bank, N.A.,
and SunTrust Bank, with separate debts, liens, and collateral.
A separate interim order will address the separate debt, liens,
and cash collateral of Wells Fargo and future orders may address
the separate debt, liens, and cash collateral of SunTrust Bank.

                            About FPD

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy 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.


FPD LLC: Wants to Continue & Renew PNC Bank Letters of Credit
-------------------------------------------------------------
FPD, LLC, et al., ask the U.S. Bankruptcy Court for the District
of Maryland to authorize the continuation and renewal of two
irrevocable letters of credit securing First Development Group,
LLC's obligations to Baltimore County, Maryland, under a utility
and right of way agreement.

Prior to the Petition Date, FDG owned a real estate project known
as "Roslyn Station" in Baltimore County.  The Project constituted
of 11 townhomes, all of which were sold prepetition.  Accordingly,
as of the Petition Date, FDG no longer owned any real property
with respect to the Project.

In connection with the Project, FDG entered into a utility
agreement and a right of way agreement, under which FDG agreed to
perform certain obligations in consideration for being permitted
to develop the Project.  FDG's obligations under the agreements
are secured by letters of credit numbered 18104932 and 18104937
issued by PNC Bank, National Association, which total
approximately $70,000.  FDG agreed to indemnify PNC in the event
that Baltimore County were to draw on the Letters of Credit.
The indemnity agreement is secured by a certificate of deposit
which FDG holds at PNC in the approximate amount of $95,000.

The Letters of Credit are currently set to expire during the first
week of November 2010.  PNC has advised the Debtors that, unless
the Debtors obtain an Order from this Court specifically approving
the renewals of the Letters of Creditor and confirming that PNC's
indemnity rights remain secured by the collateral post-petition,
PNC will not renew the Letters of Credit.

The Debtors do not believe that Court approval is necessary to
continue and renew the Letters of Credit, or to confirm that the
Obligations remain secured by the collateral.  The Debtors say
that they seek "authorization to obtain post-petition credit in an
abundance of caution and upon the request of PNC".

The Debtors do not believe they can obtain new letters of credit
on an unsecured basis.  The collateral already secures the
obligations and PNC is not requesting additional collateral.

The Debtors believe that if the Letters of Credit are not renewed,
there is a likelihood that Baltimore County will draw on the
Letters of Credit and PNC, in turn, will seek to set off the
collateral.  If the Letters of Credit are renewed, the Debtors
expect to complete the work necessary to obtain a release of the
Letters of Credit within the next three to four months.  The
Debtors estimate that the remaining work required to obtain a
release of the Letters of Credit will cost approximately $10,000
to $15,000.

The Debtors intend to complete the work and obtain releases and
the return of the Letters of Credit, at which time PNC would
release the collateral to the estates net of any outstanding
draws, letter of credit fees, commissions and expenses incurred in
connection with the Letters of Credit.

The Court has set a hearing for October 25, 2010, at 3:00 p.m., on
the Debtors' request for continuation and renewal of two
irrevocable letters of credit.

                            About FPD

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy 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.


FORUM HEALTH: CHS to Invest $10 Million to Upgrade Facilities
-------------------------------------------------------------
The Youngstown (Ohio) Vindicator reports that just two weeks after
acquiring bankrupt Forum Health, Community Health Systems has
taken its first step in fulfilling its pledge to improve the
hospital system.  CHS said Thursday it will invest $10 million to
acquire new medical technologies and upgrade physician equipment
at Forum Health facilities by the end of the year.

Vindicator notes capital investment is one of the terms of the
Tennessee-based hospital company's $120 million purchase of the
Forum system, which was finalized October 1.  CHS has promised to
invest at least $80 million in capital over the next five years.

The initial $10 million investment follows a "head-to-toe
assessment" of Forum's existing equipment, said David Fikse, the
hospital system's newly appointed chief executive, according to
Vindicator.

Forum Health includes two acute care hospitals: a 346-bed Trumbull
Memorial Hospital in Warren and a 398-bed Northside Medical Center
in Youngstown.  The system also includes Hillside Rehabilitation
Hospital, a 69-bed facility in Warren, as well as several
outpatient clinics and other ancillary facilities.

In August 2010, an affiliate of CHS emerged from a bankruptcy
auction with a successful bid of $120 million, plus the assumption
of certain Forum Health liabilities, in exchange for Forum
Health's assets. Prior to completing the transaction, the sale was
approved by U.S. Bankruptcy Court and the Ohio Attorney General.

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems, Inc. (NYSE: CYH) is the largest publicly-traded
hospital company in the United States and a leading operator of
general acute care hospitals in non-urban and mid-size markets
throughout the country.  Through its subsidiaries, the Company
currently owns, leases or operates 126 hospitals in 29 states with
an aggregate of approximately 19,400 licensed beds.  Its hospitals
offer a broad range of inpatient and surgical services, outpatient
treatment and skilled nursing care.  In addition, through its
subsidiary Quorum Health Resources, LLC, the Company provides
management and consulting services to approximately 150
independent non-affiliated general acute care hospitals located
throughout the United States.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.


FREEPORT-MCMORAN COPPER: Moody's Lifts Sr. Debt Rating From 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt of
Freeport-McMoRan Copper & Gold to Baa3 from Ba2.  At the same time
Moody's downgraded the ratings on the company's $1.5 billion in
bank revolving credit facilities to Baa2 from Baa1.  FCX's Ba1
corporate family rating and probability of default rating and its
SGL-1 speculative grade liquidity rating were withdrawn.  The Baa2
rating on Freeport-McMoRan Corporation's (FKA Phelps Dodge
Corporation) guaranteed senior unsecured notes was affirmed.  This
concludes the review for possible upgrade initiated June 29, 2010.

                        Ratings Rationale

The upgrade in FCX's senior unsecured rating to Baa3 from Ba2
reflects the significant reduction in debt to levels which Moody's
believes better position the company to support its debt
obligations without as high a degree of reliance on earnings and
cash flow from PT Freeport Indonesia.  The upgrade also considers
the ability of the company to manage its operations in a difficult
economic market such that it continues to maintain sound liquidity
and acceptable metrics.

The downgrade to Baa2 from Baa1 for the ratings of the bank
revolving credit facilities reflects Moody's expectation that the
security interests provided to these facilities will fall away
with FCX attaining an investment grade rating, as provided for in
the credit agreements.  This possibility was indicated in the
June 29, 2010 review press release.  The bank facilities continue
to benefit from upstream guarantees from wholly owned subsidiaries
while the Freeport-McMoRan Corporation notes have a downstream
guarantee from FCX.

FCX's Baa3 senior unsecured rating considers the company's
substantive proven and probable reserve position in copper, gold
and molybdenum, which is relatively equally divided between its
Indonesian, North and South American mineral holdings.  The
company's spread of mining operations, with roughly 63% of
production in the Americas, is also a factor in the rating as is
its consolidated low cost position -- although this is driven by
its Indonesian operations with their high gold content.  While
revenues are relatively equally spread among the operating regions
in a normal operating environment, Moody's believe that the
Indonesian operations contribute a disproportionate share of
earnings and cash flow generation.  However, with the reduction in
debt to roughly $5.6 billion at June 30, 2010 (including Moody's
standard adjustments), Moody's believe that the contribution
capability of the non Indonesian operations better supports the
overall debt protection measurements.

The stable outlook reflects Moody's view that copper markets will
remain at a price point that allows FCX to generate strong
earnings and cash flow.  While Moody's expects that FCX will
continue to look to invest its cash to meet strategic growth
objectives and could in the future increase its debt position, the
outlook incorporates Moody's expectation that the company will
continue to manage its investments, cash use and debt position in
a manner that does not cause deterioration in the capital
structure.

FCX's ability to maintain a free cash flow (after capital
expenditures and shareholder returns) to debt ratio of at least
10% on a sustainable basis in different metal price environments
and evidence geographic diversity in its production and earnings
profile would have a favorable impact on its outlook or rating.
At this time a downgrade appears unlikely given the company's
strong liquidity and solid debt protection measures.  Should the
company become more levered such that debt/EBITDA exceeds 3x or
operating cash flow minus dividends is less than 25% or the
company becomes consistently negative free cash flow generative,
the ratings could be negatively impacted.

Upgrades:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
     from Ba2

Downgrades:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Baa2 from
     Baa1

Outlook Actions:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated LGD1, 09%

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated LGD5, 74%

Issuer: Phelps Dodge Corporation

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated LGD2, 16%

Headquartered in Phoenix, Arizona, FCX is the second largest
global copper producer with significant production of gold and
molybdenum.  The company's operations are based in the U.S.,
Indonesia, Chile, Peru, and Africa.  LTM revenue to June 30, 2010,
was $17 billion.


FREMONT BRUCE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fremont Bruce, LLC
        18653 Ventura Boulevard, #227
        Tarzana, CA 91356

Bankruptcy Case No.: 10-22890

Chapter 11 Petition Date: October 12, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Boulevard, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@polarisnet.net

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-22890.pdf

The petition was signed by Arman Pezeshki.


GENTA INC: Cancer Drug Granted Orphan Drug Designation
------------------------------------------------------
Genta Incorporated has been designated as an Orphan Drug by the
European Medicines Agency for gastric cancer.  The drug has
previously received Orphan Drug designation by the U.S. Food and
Drug Administration for both gastric cancer and melanoma, as well
as Fast Track designation by FDA for gastric cancer.

Orphan designation for a medicinal product by the EMA provides
for scientific advice during the product-development phase, direct
access to centralized marketing authorization, and certain
financial incentives.  The designation also provides 10 years of
marketing exclusivity subsequent to approval.  Orphan drugs are
eligible for full reduction of fees associated with pre-
authorization inspections, as well as full reduction of marketing
application fees and annual fees for qualifying companies.
Earlier this year, Genta's qualifying status for this purpose as a
"small and medium-sized enterprise" was renewed by the EMA.

                            About Genta

Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB)
-- http://www.genta.com/-- is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products for the treatment of patients with cancer.

                           *     *     *

Genta Incorporated's balance sheet at June 30, 2010, showed
$24.11 million in total assets, $6.39 million in total current
liabilities, $145.17 million in total long-term liabilities, and
a stockholders' deficit of $127.44 million.


GIBBS PATRICK: Files Schedules of Assets & Liabilities
------------------------------------------------------
Gibbs Patrick Farms, Inc., has filed with the U.S. Bankruptcy
Court for the Middle District of Georgia its schedules of assets
and liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                        $4,444,072
B. Personal Property                      $936,700
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $5,153,476
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $11,725
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $5,098,508
                                        -----------    -----------
      TOTAL                              $5,380,772    $10,263,709

Omega, Georgia-based Gibbs Patrick Farms, Inc., filed for Chapter
11 bankruptcy protection on September 16, 2010 (Bankr. M.D. Ga.
Case No. 10-71501).  Austin E. Carter, Esq., at Stone And Baxter,
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million and
debts at $1 million to $10 million as of the Petition Date.

Affiliates Heritage Farms, LLC (Bankr. M.D. Ga. Case No. 10-71502)
and Patrick Farms Partnership (Bankr. M.D. Ga. Case No. 10-71203)
filed separate Chapter 11 petitions.


GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
for Global Tel*Link Corporation and assigned a B1 rating to its
proposed $435 million first lien senior secured credit facilities
and a Caa1 rating to its proposed $160 million second lien senior
secured term loan.  Moody's also changed the ratings outlook to
negative from stable, incorporating reduced financial flexibility
pro forma for the transaction.

GTL intends to use the proceeds primarily to refinance its
existing credit facilities, fund a shareholder return to its
equity sponsors, and finance a strategic acquisition.  The
proposed transaction increases debt by approximately $250 million
and weakens the credit profile, although the acquisition also
increases scale and enhances GTL's competitive position, in
Moody's opinion.  Moody's estimates pro forma leverage will rise
to the mid 5 times debt-to-EBITDA range from the high 3 times
range, high for the B2 CFR, although Moody's anticipate some
improvement as GTL integrates acquired businesses and achieves
synergies.  Furthermore, Moody's anticipate positive free cash
flow even with the increase in interest expense.

The ratings are:

Global Tel*Link Corporation

  -- Corporate Family Rating, Affirmed, B2

  -- Probability of Default Rating, Affirmed, B2

  -- Existing First Lien Senior Secured Credit Facilities, B1 LGD3
     37%, to be withdrawn

  -- $20 million First Lien Senior Secured Revolving Credit
     Facility due 2015, Assigned, B1 LGD3 37%

  -- $45 million First Lien Senior Secured Letter of Credit
     Facility due 2016, Assigned, B1 LGD3 37%

  -- $370 million First Lien Senior Secured Term Loan due 2016,
     Assigned, B1 LGD3 37%

  -- $160 million Second Lien Senior Secured Term Loan due 2017,
     Assigned, Caa1 LGD5 88%

  -- Rating Outlook, Revised to Negative from Stable

                        Ratings Rationale

The B2 CFR continues to reflect GTL's lack of scale and narrow
business focus, as well as high leverage, which resulted primarily
from shareholder returns.  The company's low operating margins
suggest an intense competitive environment, unlikely to change
materially, although continued industry consolidation could ease
conditions somewhat over time.  Strong market share within the
correctional telecommunications industry, GTL's track record of
successful integration of acquisitions, high retention rates, some
revenue visibility from long-term contracts, and good liquidity
support the rating.

The negative outlook reflects concerns over the reduced financial
flexibility to deal with possible challenges such as continued
reduction in call volume, the potential for a negative impact on
GTL's business from budgetary pressures on states, or the
unexpected loss of a major contract.

Moody's would consider a downgrade based on expectations for
negative free cash flow, lack of progress on reducing leverage to
below 5 times debt-to-EBITDA, a deterioration of liquidity, or
incremental shareholder returns.  An adverse change in the
regulatory environment or evidence that soft economic conditions
are limiting end customers' willingness or ability to pay for
GTL's phone services could also negatively impact the rating.
Given management's track record of successful integration of
acquisitions, another acquisition would not necessarily result in
a negative rating action.

Moody's would consider revising the outlook to stable based on
expectations for leverage to decline to below 5 times and free
cash flow in the mid single digit range as a percentage of debt.
An upgrade is extremely unlikely given the weak positioning of the
B2 CFR and expectations that shareholder returns will resume over
time.  The narrow business focus also limits upward momentum.
However, Moody's could consider a positive outlook or upgrade with
expectations for sustainable leverage below 3 times debt-to-EBITDA
and free cash flow exceeding 10% of debt.

Moody's most recent action on GTL occurred on February 9, 2010.
At that time, Moody's assigned a B1 rating to GTL's first lien
secured credit facility.

Based in Mobile, Alabama, Global Tel*Link Corporation provides
telecommunications services to correctional facilities.  GTL
acquired the former MCI corrections division from Verizon in July
2007; Digital Solutions, Inc. in June 2010; and announced plans to
acquire Public Communications Services, Inc. in October 2010.  Pro
forma for these acquisitions, GTL will serve almost 2 thousand
facilities and over 1 million inmates in 46 states, and have
annual revenue of slightly over $500 million.


GLOBAL TEL*LINK: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Mobile, Ala.-based prison phone
provider Global Tel*Link Corp. The outlook is stable.

S&P also assigned a 'B' issue-level rating and a '3' recovery
rating to the company's proposed $370 million first-lien term
loan, $20 million revolving credit, and $45 million letter of
credit.  S&P also assigned a 'CCC+' issue-level rating and a '6'
recovery rating to its proposed $160 million second-lien term
loan.  The recovery rating of '3' indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default,
while the '6' recovery rating reflects its expectation for
negligible (0%-10%) recovery.

The company intends to use proceeds from the new issues to
refinance all existing debt, fund the acquisition of Public
Communication Services, Inc., and finance an approximate
$174 million shareholder dividend.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
existing senior secured credit facility.  However, since the
company plans to repay these bank loans with proceeds from the new
credit facilities, S&P expects to withdraw these issue-level
ratings at closing of the financing transaction.

"Pro forma for the proposed refinancing and acquisition, S&P
expects GTL's total debt to EBITDA, including its adjustments, to
increase to around 6x from about 5x as of June 30, 2010," said
Standard & Poor's credit analyst Catherine Cosentino.  S&P expects
the approximate $250 million increase in debt from the proposed
transaction, partially used to fund an approximate $174 million
shareholder dividend, to more than offset the additional EBITDA
from the PCS acquisition, resulting in the increased leverage.


GRAHAM BROTHERS: Komatsu Wants to Take Back Equipment
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Komatsu Financial LP, which asserts an $11.5 million
claim against Graham Brothers Construction Co., filed with the
bankruptcy a motion for permission to take back 34 pieces of
earth-moving equipment from Graham.

Graham Brothers Construction Co. filed a Chapter 11 petition
(Bankr. S.D. Ga. Case No. 10-30534) on Oct. 5 in Dublin, Georgia,
its hometown.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.  Graham listed debts on equipment,
including $11.7 million owed to Wells Fargo Equipment Finance
Inc., $3.2 million to General Electric Capital Corp., $2.5 million
to Caterpillar Financial Service, and $900,000 to Morris State
Bank.

Christopher W. Terry, Esq., and Ward Stone, Jr., Esq., at STONE &
BAXTER, LLP, in Macon, Georgia, serve as counsel to the Debtor.



GREAT ATLANTIC: Catsimatidis Said to Be Bidding for Emporium
------------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that sources say supermarket magnate John Catsimatidis may be one
of the two highest bidders for The Great Atlantic & Pacific Tea
Co.'s Food Emporium supermarket chain.

There are 16 Food Emporiums in New York that are up for grabs.
Crain's reports that that, according to industry sources,
investment bank Morgan Stanley and Mr. Catsimatidis are the two
highest bidders for the portfolio.

According to the Crain's report, Mr. Catsimatidis said a
confidentiality agreement prevents him from discussing the sale,
but he confirmed "it's no secret that we have interest in [Food
Emporium]."

Mr. Catsimatidis owns the Gristedes chain, which has about 30
stores in New York.

As reported by the Troubled Company Reporter on October 13, 2010,
The Wall Street Journal's Mike Spector and Timothy W. Martin
reported that people familiar with the matter said A&P is sounding
out restructuring advisers about reworking its debt-heavy balance
sheet.  Sources said A&P started contacting Wall Street
restructuring shops over the summer for ideas on how to address
some $1 billion in debt.  According to the sources, investment
banks in discussions with A&P include Lazard Ltd., Rothschild Inc.
and Moelis & Co.

The sources told the Journal the talks have focused in part on
roughly $157 million in convertible bonds due June 15, the
grocer's biggest near-term maturity.  A&P hasn't yet decided
whether to hire any restructuring practices, these people said.

According to the Journal, a person close to A&P said the company
has been in touch with a number of financial advisers to seek
advice on managing its debt load.  A&P is focused on its entire
balance sheet and how to pay down or otherwise address its debt,
the person said.  It hasn't committed to any particular path for
dealing with its debt and doesn't view its current efforts as a
"restructuring," the person said.  He also told the Journal A&P
hasn't considered bankruptcy as an option or retained any
restructuring advisers yet.

The Journal, citing Capital IQ, a unit of rating agency Standard &
Poor's, relates A&P has posted losses in 33 of its past 40
quarters.

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in eight states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

The Company's balance sheet at June 19, 2010, showed $2.6 billion
in total assets, $897.0 million in total current liabilities, $2.3
billion in total non-current liabilities, $135.0 million series A
redeemable preferred stock, and $659.0 million in stockholders'
deficit.

Great Atlantic carries 'Caa3' probability of default and corporate
family ratings from Moody's Investors Service and a 'CCC'
corporate credit rating from Standard & Poor's.

At the end of July 2010, when Moody's downgraded the SGL rating to
SGL-4 (reflecting weak liquidity), Moody's said, "A&P does have
sufficient liquidity to meet immediate operating needs, but
liquidity is strained over the next four quarters as a result of
the company's debt maturity in June 2011."  S&P, in July 2010,
when it lowered the corporate rating to 'CCC' from 'CCC+', said it
"expects weak trends to continue and the company to be
significantly cash flow negative."


GREEN DIAMOND: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Green Diamond of Osceola, Ltd.
        4800 Hollywood Boulevard, Suite 1A
        Hollywood, FL 33020

Bankruptcy Case No.: 10-41078

Chapter 11 Petition Date: October 12, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B Ray

Debtor's Counsel: Brian S. Behar, Esq.
                  2999 NE 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:

The petition was signed by Marcos Fintz, president.


GREEN PASTURES: Minor Error Doesn't Defeat Tax Liens
----------------------------------------------------
WestLaw reports that a Chapter 11 debtor-in-possession, as the
party seeking to avoid federal tax liens on the theory that a
minor error in identification of the debtor on notices of tax lien
filed in a computerized recording index by the federal government
rendered these tax liens unenforceable against a hypothetical bona
fide purchaser of the property on the date the bankruptcy petition
was filed, failed to satisfy its burden of showing that this
error, consisting of a transposition of two vowels in the word
"Christian," the third term in the debtor's name, rendered the
government's lien not subject to discovery on reasonable
inspection.  While a search using all of the words in the debtor's
name would not, under limitations imposed by the search software,
have pulled up the government's lien notices, a search using only
the first two words of the debtor's name would have resulted in
discovery of the government's lien notices.  Moreover, employees
were on duty at the county recording office to explain the
limitations of the search software and to assist a searcher in
formulating a search.  In re Green Pastures Christian Ministries,
Inc., --- B.R. ----, 2010 WL 3538760, 106 A.F.T.R.2d 2010-6378
(Bankr. N.D. Ga.).

Green Pastures Christian Ministries, Inc., based in Decatur, Ga. -
- http://www.greenpastures.org/-- sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 07-80905) sought chapter 11 protection
on Dec. 11, 2007.  The church is represented by Dorna Jenkins
Taylor, Esq., in Atlanta, Ga.  At the time of the filing, the
Debtor estimated its assets and debts at $1 million to
$100 million.


GUILLERMO ROJANO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Guillermo Rojano, Sr.
        2221 S. 24th Street
        McAllen, TX 78504

Bankruptcy Case No.: 10-70706

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.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 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-70706.pdf


HENRY WILTON: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Henry L. Wilton has filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                        $4,679,658
B. Personal Property                    $9,229,133
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $28,167,104
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $65,098,636
                                        -----------    -----------
      TOTAL                             $13,908,791    $93,265,740

Henrico, Virginia-based Henry L. Wilton filed for Chapter 11
bankruptcy protection on September 16, 2010 (Bankr. E.D. Va. Case
No. 10-36398).  Robert A. Canfield, Esq., at Canfield, Baer, &
Heller, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million as of the Petition Date.


HOLLYWOOD THEATERS: Moody's Junks Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings for Hollywood Theaters, Inc., both
to Caa1 from B3.  The company is investing in digital and 3D
upgrades, which have yet to meaningfully boost cash flow, and
performance has broadly fallen short of Moody's expectations.
Liquidity deteriorated primarily as a result of these factors,
contributing to the downgrade.  Absent material and unexpected
improvement in performance over the next several years, Hollywood
could again face a significant challenge in refinancing its debt
when the secured bonds mature in June 2013.  The revised CFR and
PDR specifically incorporate this medium-term risk, and the
potential for a restructuring of the capital structure either in
conjunction with this maturity or prior to it.

A summary of the actions follows.

Hollywood Theaters, Inc.

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

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Secured Bonds, Downgraded to Caa1 from B3, LGD
     adjusted to LGD3, 49% from LGD4, 50%

                        Ratings Rationale

Hollywood's constrained capital structure affords minimal
flexibility to manage expansion and equipment upgrades, and its
Caa1 corporate family rating reflects this risk.  The inherent
volatility of operating in an industry reliant on movie studios
for product to drive the attendance that leads to cash flow from
admissions and concessions compounds this challenge.  Hollywood's
leverage rose to the mid-7 times debt-to-EBITDA range and EBITDA
less capital expenditures-to-interest was below 1 time for the
trailing twelve months ended June 30.  Moreover, the company
failed to generate any positive free cash flow in 2008, 2009, or
the trailing twelve months through June 30.  Lack of scale further
constrains the company's ratings, although Hollywood benefits from
reasonably good geographic diversity.  Hollywood's modern theater
circuit requires modest maintenance capital expenditures and
contributes to fairly healthy EBITDA margins, despite some
noteworthy margin deterioration over the past year, and these
factors support the ratings.  Also, despite variability related to
film popularity and low-to-negative growth prospects, Moody's
considers the theater industry to be relatively stable over the
long term, with typically only modest impact from economic
conditions.

The stable outlook incorporates expectations that leverage will
remain around 7 times debt-to-EBITDA and the company will generate
breakeven to modestly positive free cash flow.

Moody's would consider a downgrade based on expectations for
continued cash consumption in 2011 or leverage in the high 7 times
debt-to-EBITDA range.

Moody's would consider a positive outlook or upgrade with
expectations for sustainable positive free cash flow, EBITDA less
capital expenditures-to-interest in the mid 1 times range, and
leverage below 7 times debt-to-EBITDA.

Moody's most recent action for Hollywood occurred on June 24,
2009.  At that time Moody's assigned a B3 rating to Hollywood's
secured bonds and upgraded the corporate family rating to B3.

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

Headquartered in Portland, Oregon, Hollywood Theaters, Inc.
operates 49 theaters and 546 screens primarily located in the
continental United States and in Hawaii and the Pacific Islands.
Revenue for the year ended 2009 was approximately $145 million.


HRTEC INC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HRTEC, Inc.
        2071 County Line Road
        Warrington, PA 18976

Bankruptcy Case No.: 10-18588

Chapter 11 Petition Date: October 1, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Herman J. Weinrich, Esq.
                  TIMONEY KNOX LLP
                  400 Maryland Drive
                  Fort Washington, PA 19034-7544
                  Tel: (215) 540-2650
                  E-mail: hweinrich@timoneyknox.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 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/paeb10-18588.pdf

The petition was signed by Francis Murray, Jr., president.


INFOLOGIX INC: Borrows $1.5 Million from Hercules Technology
------------------------------------------------------------
InfoLogix Inc. and its subsidiaries have borrowed $500,000, and an
additional $1,000,000, from Hercules Technology Growth Capital
Inc. under its revolving credit facility pursuant to the Amended
and Restated Loan and Security Agreement dated November 20, 2009,
as amended.

Each Discretionary Credit will be treated as an overadvance
under the Loan Agreement and is repayable on demand and otherwise
on the terms applicable to and at the interest rate charged on
overadvances provided for in the Loan Agreement, which terms have
not been modified for this borrowing, although the parties expect
to enter into amendments to the Loan Agreement to eliminate the
$500,000 limit on outstanding overadvances.

                     About InfoLogix Inc.

Based in Hatboro, Pennsylvania, InfoLogix, Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides end-to-end solutions for
electronic medical record and supply chain implementation and
mobilization, with experience in over 2,200 hospitals and
businesses nationwide.  InfoLogix assists its healthcare and
commercial customers by implementing and optimizing EMR and SCM
systems, offers mobility to caregivers and workforces by making
data accessible directly at the point of care or point of
activity, and manages operations with services to improve clinical
and financial performance and supply chain with services to drive
greater efficiency.

The Company's balance sheet at March 31, 2010, showed
$34.0 million in total assets, $39.0 million in total
liabilities, and a stockholders' deficit of $4.9 million.

McGladrey & Pullen, LLP, in Blue Bell, Pa., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has negative working capital and
an accumulated deficit as of December 31, 2009.


INTEGRATED FREIGHT: Inks Agreement to Acquire Bruenger for $11MM
----------------------------------------------------------------
Integrated Freight Corporation (formerly Plangraphics, Inc.)
announced last week that it has signed a definitive agreement to
purchase Wichita, Kansas-based Bruenger Trucking Company and its
subsidiary M. Bruenger & Co., Inc.  The transaction is valued at
roughly $11 million, and is poised to add $21 million in revenue
to the IFCR platform.  The closing is anticipated within 45 days,
and is expected to bring the total annual revenue of IFC to over
$60 million.

Founded in 1936, M. Bruenger & Co. is one of Kansas' largest
refrigerated and dry freight operators, with 2009 revenues of over
$21 million.

Paul Henley, CEO of Integrated Freight, stated, "The addition of
Bruenger Trucking marks a significant milestone for IFC as we
continue to assemble a high quality national freight network.
Acquiring a company with the reputation and longevity of Bruenger
in such a strategic geographic area is a watershed event for us.
We look forward to the addition of Butch Bruenger as a leader of
our team."

Butch Bruenger, CEO of Bruenger Trucking, remarked, "This business
combination with Integrated Freight will allow us to expand and
strengthen our excellent customer service while providing
employees with more opportunities within the larger IFC platform."

                     About Integrated Freight

Integrated Freight Corporation, formerly Plagraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On August 19, 2010, at a special stockholder's meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
August 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company's balance sheet at June 30, 2010, showed $9.75 million
in total assets, $13.27 million in total liabilities, and a
stockholders' deficit of $3.52 million.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.


INTERNATIONAL GARDEN: Organizational Meeting Set for Oct. 21
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on October 21, 2010, at 12:30 p.m.
in the bankruptcy case of International Garden Products, Inc., et
al.  The meeting will be held at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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

International Garden filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. D. Del. Case No. 10-13207).

Andrew R. Remming, Esq., and Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, assist the Debtor in its restructuring
effort.

Bryan Cave LLP is the Debtor's legal counsel.  FTI Consulting is
the Debtor's restructuring adviser.

The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates Weeks Wholesale Rose Grower (Bankr. D. Del. Case No.
10-13208), California Nursery Supply (Bankr. D. Del. Case No. 10-
13209), Iseli Nursery, Inc. (Bankr. D. Del. Case No. 10-13210),
and Old Skagit, Inc. (Bankr. D. Del. Case No. 10-13211) filed
separate Chapter 11 petitions.


JEFFERSON COUNTY: Birmingham Water Works Eyes Sewer System
----------------------------------------------------------
NBC 13 Alabama reports that the Birmingham Water Works is
apparently interested to find out if it can afford to buy the
county sewer system.  Alabama's 13 reports that the water board
confirmed afternoon of October 14 that they have commissioned a
study to see if they can afford the sewer system, if it were to be
declared bankrupt.  A preliminary report is expected next week.

Alabama's 13 further reports that in reaction to the study,
commission President Bettye Fine Collins says she is against
someone other than the county owning the sewer system, saying if
someone owns both water and sewer, they control the county's
future.

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.


JESUS IGLESIAS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Jesus O. Iglesias
               Dora E. Iglesias
                 dba Jessies Food Stores
                 dba New Texas Properties LTD
               P.O. Box 1270
               Mission, TX 78573

Bankruptcy Case No.: 10-70703

Chapter 11 Petition Date: October 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  THE STONE LAW FIRM PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  E-mail: ignmca@ellenstonelaw.com

Scheduled Assets: $6,005,580

Scheduled Debts: $11,460,162

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-70703.pdf


JRH-ONE, LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JRH-ONE, LLC
        1575 Worley Avenue
        Merritt Island, FL 32952

Bankruptcy Case No.: 10-18281

Chapter 11 Petition Date: October 12, 2010

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

Debtor's Counsel: J. Christopher Crowder, Esq.
                  FARO & CROWDER PA
                  503 N. Orlando Avenue, Suite 106
                  Cocoa Beach, FL 32931
                  Tel: (321) 784-8158
                  Fax: (321) 784-8159
                  E-mail: JCrowder@Farolaw.com

Scheduled Assets: $2,878,254

Scheduled Debts: $14,920,525

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-18281.pdf

The petition was signed by Michael McPhillips, MGMR.


KV PHARMACEUTICAL: In Talks for $20-Mil. Secured Loan
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that KV Pharmaceutical
Co. is negotiating a secured $20 million loan to fund its
operations in coming months and to prepare for the reintroduction
of its products to the market, but the company says the short-term
measure won't be enough.

On September 13, 2010, KV Pharma entered into a loan agreement
with U.S. Healthcare I, L.L.C. and U.S. Healthcare II, L.L.C. for
a $20 million loan secured by KV Pharma's assets.  The loan
agreement included a period of exclusivity through September 28,
2010, to negotiate an expanded, longer-term financial arrangement
among the Registrant and U.S. Healthcare I, L.L.C. and U.S.
Healthcare II, L.L.C.

On September 28, 2010, at the request of U.S. Healthcare I, L.L.C.
and U.S. Healthcare II, L.L.C., KV Pharma agreed to extend the
exclusivity period through October 4, 2010.

KV Pharma has yet to file its Quarterly Report on Form 10-Q for
the Company's quarter ended June 30, 2010, with the U.S.
Securities and Exchange Commission.  In August, KV Pharma said it
wasn't in a position to file the report due to (1) the time
required to complete the filing of its Form 10-K for the fiscal
year ended March 31, 2009, (2) the time required to complete the
filings of its quarterly reports on Form 10-Q for the quarters
ended June 30, 2009, September 30, 2009 and December 31, 2009,
respectively, (3) the resignation of KPMG on June 25, 2010 as the
Company's registered independent accounting firm, (4) the time
required for BDO USA, LLP, the Company's newly engaged registered
independent accounting firm, to conduct its audit of the Company's
financial statements for the fiscal year ended March 31, 2010, and
(5) the time required to complete the filing of its Form 10-K for
the fiscal year ended March 31, 2010.

Based on work completed to date by the Company on its year-end
closing procedures and the preparation of its financial
statements, the Company currently expects to file the Form 10-K
during the fourth calendar quarter of 2010 and will then be able
to begin work on the preparation and filing of Forms 10-Q for the
quarters ended June 30 and September 30, 2010, respectively.  The
Company intends to file the Form 10-Q as soon as it is completed,
but is unable, at this time, to estimate when the Form 10-Q will
be filed.

Upon completion of the Company's evaluation of its internal
controls over financial reporting, the Company expects to report
in its Form 10-K for the fiscal year ended March 31, 2010, when
filed, a number of material weaknesses in internal controls over
financial reporting.  The Company expects to continue to report a
number of material weaknesses in the Form 10-Q.

In addition, the Company believes that there is substantial doubt
regarding its ability to continue as a going concern and, as a
result, the Company expects that the report of its independent
registered public accounting firm accompanying its annual
consolidated financial statements likely will include an
explanatory paragraph disclosing the existence of substantial
doubt regarding the Company's ability to continue as a going
concern.  The Company does not expect that the substantial doubt
will be resolved as of the end of the period covered by the Form
10-Q.

The Company anticipates that it will experience significant
changes in its results of operations from the corresponding period
for the last fiscal year to be reflected by the earnings
statements to be included in the Form 10-Q when ultimately filed.
As the Company previously disclosed, on March 2, 2009, the Company
entered into a consent decree with the FDA regarding the Company's
drug manufacturing and distribution, which was entered by the U.S.
District Court, Eastern District of Missouri, Eastern Division on
March 6, 2009.  The consent decree requires, among other things,
that, before resuming manufacturing, the Company retain and have
an independent expert undertake a review of the Company's
facilities and certify compliance with the FDA's current good
manufacturing practice regulations.  The Company's actions and the
requirements under the consent decree have had a material adverse
effect on the Company's results of operations and liquidity
position.

Also, on December 23, 2008, the Company announced it had
voluntarily suspended all shipments of its FDA approved drug
products in tablet form and, effective January 22, 2009, the
Company voluntarily suspended the manufacturing and shipment of
the remainder of its products, other than three products it
distributes but does not manufacture and which do not generate a
material amount of revenue for the Company. During the quarter
ended June 30, 2010, while not generating any material revenues as
a result of the suspension of shipments, the Company had to meet
ongoing operating costs related to its employees, facilities and
FDA compliance, as well as costs related to the steps the Company
currently is taking to prepare for reintroducing the Company's
approved products to the market.  As a result, the Company
anticipates that it likely will post a net loss for the quarter
ended June 30, 2010.

As of September 30, 2009, KV Pharma had total assets of
$499,218,000, total liabilities of $466,053,000, and shareholders'
equity of $33,165,000.  As of March 31, 2009, shareholders' equity
was $139,528,000.

The September 30, 2009 balance sheet showed KV Pharma had
$79,669,000 in total current assets and $173,632,000 in total
current liabilities.

                      About KV Pharmaceutical

KV Pharmaceutical Co., with headquarters in St. Louis, Missouri,
is a specialty pharmaceutical company that develops, manufactures
and markets innovative branded, quality generic/non-branded and
unique specialty ingredient products, utilizing proprietary drug
delivery technologies.  In addition to its comprehensive research
& development and manufacturing processes, KV has broad marketing
and sales capabilities through its two wholly owned subsidiaries,
Ther-Rx Corporation, marketing branded products and ETHEX
Corporation, marketing generic/non-branded products.


LEHMAN BROTHERS: Fidelity Wants LCPI to Comply to Insurance Policy
------------------------------------------------------------------
Fidelity National Title Insurance Company has asked the Court to
compel Lehman Commercial Paper Inc. to comply with the firm's
insurance policies.

The move came after LCPI allegedly refused to cooperate with
Fidelity in investigating the company's claims as required under
the insurance policies by denying the insurance firm access to
information.

Fidelity issued insurance policies to LCPI for the deeds of trust
recorded against three real estate development projects to secure
the loans provided for those projects.

LCPI is the administrative agent of the loans totaling $395
million it provided to LBREP/L-SunCal Master I LLC to finance the
projects in Southern California known as McAllister Ranch,
McSweeny Farms and Summerwind Ranch.  The projects are owned by
LBREP's subsidiaries.

LCPI filed claims under the insurance policies to seek defense
and indemnification with respect to the lawsuits that were filed
by contractors who hold mechanics' liens on the projects.  The
contractors recorded liens on the projects with face amount
totaling $27,232,695, after LBREP defaulted on the loans and did
not continue the projects.

The lawsuits seek to foreclose on the liens, to recover money
damages or both.  Some of the contractors assert that their liens
have priority over the deeds of trust insuring the projects.

Fidelity has not yet determined whether it has an obligation to
indemnify LCPI pending conclusion of its review and investigation
of the claims, and that it needs cooperation from LCPI as it is
the administrative agent of the loans, according to the insurance
firm's lawyer, Joshua Cohen, Esq., at Day Pitney LLP, in New
Haven, Connecticut -- jwcohen@daypitney.com

The Court will consider approval of Fidelity's 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: Files Quarterly Report for Settled Loan Claims
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its units filed a quarterly
report of all transactions they entered into to settle their
claims with respect to their real estate loans for the period
June 1 to August 31, 2010.

The quarterly report showed that the Debtors made 15 discounted
payoffs to settle their claims with respect to their commercial
real estate loans, and nine discounted payoffs with respect to
their residential real estate loans.  The aggregate mark-to-
market carrying value of the commercial real estate loans was
$169,084,438 while that of the residential real estate loans was
$32,000, according to the report.

The quarterly report also showed that the Debtors entered into 86
transactions to modify the terms for their residential real
estate loans.  The aggregate mark-to-market carrying value of all
residential real estate loans was $4,254,060.

                       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: Merit LLC Plan Filing Deadline Moved to Feb. 15
----------------------------------------------------------------
Judge James Peck issued an order authorizing Merit LLC to file
its Chapter 11 plan until February 15, 2011, and to solicit votes
for that plan until April 15, 2011.

The Lehman units only sought for bankruptcy protection in
December 2009 or more than a year after LBHI and its other
affiliates filed their bankruptcy cases.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the Lehman units will spend the next five months to
finalize a settlement with Somerset Associates LLC and Somerset
Properties SPE LLC, and to engage in talks with other creditors.

The Somerset entities earlier blocked court approval to extend
the deadline for LB Somerset and LB Preferred to file their
restructuring plans, saying they lack equity in their property
and that their restructuring plan cannot be confirmed.

Somerset Associates holds claims in the sum of $5,090,609 against
each of the Lehman units, which claims stemmed from the Lehman
units' failure to fulfill their obligations under an operating
agreement with Falls of Neuse Investments LLC.  The agreement was
hammered out after FNI and the Lehman units formed Somerset
Associates to acquire a real property in Raleigh, North Carolina.

                       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 Clyde Click as Special Counsel
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Clyde Click P.C. as their special
counsel effective October 1, 2010.

Clyde has served as one of the "ordinary course" professionals
retained by the Debtors.  The firm's fees and expenses, however,
are expected to exceed the $1 million compensation cap for OCPs,
prompting the Debtors to seek approval to employ the firm as
special counsel pursuant to Sections 327 of the Bankruptcy Code.

As special counsel, Clyde will continue to provide the same
services including asset management and representing the Debtors
in connection with loan restructuring and workout.  The firm will
also provide new services to the Debtors such as equity
investment analysis, among other things.

Clyde will be paid for its services on an hourly basis and will
be reimbursed for its expenses.  The hourly rates for the firm's
professionals are $495 for partners, $415 for associates, and
$230 to $250 for paraprofessionals.

In a declaration, Clyde Click, Esq., a partner at Clyde, assures
the Court that the firm does not represent or hold any interest
adverse to the Debtors or their estates.

Tracy Hope Davis, the United States Trustee for Region 2, said
she has reviewed the Application.  Based on that review and on
her monitoring of the Debtors' bankruptcy cases, she said she has
no objection to the Application.

                       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 Wollmuth as Special Counsel
-----------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed an
application to employ Wollmuth Maher & Deutsch LLP as special
counsel effective September 9, 2010.

The Debtors tapped the firm to serve as their conflicts and
special litigation counsel in connection with the prosecution of
avoidance actions and other claims.

Wollmuth will provide legal assistance to the Debtors in
connection with litigation to be brought against certain
trustees, special purpose entities and debt holders that received
distributions as a result of the enforcement of provisions in
transaction documents that purport to reverse the priority of
payments on the occurrence of an event of default.

Wollmuth will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's professionals
and their hourly rates are:

  Professionals           Hourly Rates
  -------------           ------------
  Partners                 $495-$615
  Counsel attorneys             $495
  Associates               $250-$425
  Paraprofessionals         $95-$195

In an affidavit, Paul DeFilippo, Esq., at Wollmuth, assures the
Court that the firm does not have interest materially adverse to
the interest of the Debtors' estate, and that the firm is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.

Tracy Hope Davis, the United States Trustee for Region 2, said
she has reviewed the Application.  Based on that review and on
her monitoring of the Debtors' bankruptcy cases, she said she has
no objection to the Application.

                       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: Seeks Disallowance of William Kuntz's Claims
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek a
court order disallowing and expunging the proofs of claim filed
by William Kuntz III.

In court papers, Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, says Mr. Kuntz does not have any valid claims
and did not provide supporting documents when he filed Claim Nos.
33550, 33551, 33552, 35121 and 35430.

Mr. Waisman says the claims "do not allege any contractual
relationship with the Debtors but rather rely on a fictitious
theory of liability" in an attempt to collect from Lehman
Commercial Paper Inc. amounts with respect to a security owned by
Mr. Kuntz that was issued by Grand Union Capital Corp.

Mr. Kuntz alleged in court filings that he holds claims against
LCPI by virtue of his claim against Grand Union.  He reportedly
did not receive a distribution from Grand Union under its
restructuring plan, which was confirmed by a bankruptcy court in
Delaware way back in 1995.

                    Wilmington Trust Responds

Wilmington Trust Company says Mr. Kuntz III made some "unfounded,
misleading and irresponsible allegations" about its conduct with
respect to the global proofs of claim it filed against the
Debtors.

WTC filed proofs of claim on behalf of holders of the securities
issued under an indenture dated September 1, 1987, which it
administers as trustee.

WTC says that it took all appropriate actions to ensure the note
holders knew that it would file the proofs of claim on their
behalf, and that they did not need to file individual claims.

                       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 to Reject Revenue Bond Contracts
----------------------------------------------------------
Lehman Brothers Holdings Inc. and its units received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
reject revenue bond contracts.

In connection with the issuance of revenue bonds, many state and
local governments or their agencies establish a debt service fund
to accumulate funds to pay debt service on the Revenue Bonds and
a reserve fund to serve as a source of backup for payment of
their debt service obligations on the Revenue Bonds.  Revenue
Bonds are generally issued pursuant to an indenture or similar
agreement between the issuer and a trustee.  The Trustee holds
and administers the Debt Service Fund and the Reserve Fund and
uses the assets of the Debt Service Fund to pay scheduled
interest and principal payments on the Revenue Bonds and the
assets of the Reserve Fund to pay scheduled interest and
principal payments on the Revenue Bonds when sufficient funds are
not otherwise available to the issuer.

The Trustee typically invests the funds in a Debt Service Fund or
a Reserve Fund in certain eligible investments.  The eligible
investments are restricted to qualifying securities, which
generally are high quality securities with short terms to
maturity.  Under the debt service fund agreements and the reserve
fund agreements, generally, Lehman Brothers Special Financing,
Inc., agreed to sell Qualified Securities to the Trustee on
scheduled dates throughout the term of an issuance of Revenue
Bonds at a price that generates a specific fixed rate of return,
thereby enabling the issuer and the Trustee to meet credit
quality and liquidity requirements of the Debt Service Fund or
Reserve Fund without exposure to decreases in interest rates.

LBSF avers that it has been diligently reviewing its executory
contracts to identify contracts that are appropriate for
rejection, and has determined that the Contracts, a list of which
is available for free at http://bankrupt.com/misc/lehm11201.pdf
are not its receivables.

Because the counterparties to the Contracts have not terminated
the Contracts, LBSF is not able to fix its liabilities under the
Contracts unless a Counterparty defaults or until the Contracts
mature in accordance with their terms, which in most cases will
not occur for a long period of time, the Debtors tell the Court.

                       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)


LENNAR CORP: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lennar Corp. to 'B+' from 'BB-'.  At the same time, S&P
lowered its issue ratings on the company's $2.4 billion senior
unsecured notes to 'B+' from 'BB-'.  Lastly, S&P revised the
outlook to stable from negative.

"S&P lowered its ratings on Lennar after the homebuilder drew down
its unrestricted cash balance to fund a sizeable investment in
three portfolios of distressed real estate assets," said credit
analyst James Fielding.  "S&P's ratings reflect its opinion that
Lennar maintains an aggressively leveraged profile, including a
liquidity position that S&P views to be more constrained than
similarly rated homebuilders."

S&P revised its outlook to stable to reflect its expectation for
breakeven or modestly profitable homebuilding operations at
current low sales levels.  S&P would raise its rating by one notch
over the next 12 months if profitability improves more quickly
than S&P currently expect (such that debt-to-adjusted EBITDA moves
much closer to 4.0x), and the company builds sufficient liquidity
to meet maturities and working capital needs through 2013.  S&P
would lower S&P's rating by one or more notches if working capital
needs, including investments in the Rialto segment, are larger
than S&P currently anticipates, such that unrestricted cash and
forward two-year FFO estimates were to fall significantly below
current levels.


LEVI STRAUSS: Posts $26 Million Net Income in August 29 Quarter
---------------------------------------------------------------
Levi Strauss & Co. distributed a news release and filed a Form 10-
Q for its financial results for the third quarter ended August 29,
2010.

The Company reported net income of $26.62 million on $1.10 billion
of net sales for the three months ended Aug. 29, 2010, compared
with net income of $40.40 million on $1.02 billion of net sales
for the three months ended Aug. 30, 2010.

The Company's balance sheet at Aug. 29, 2010, showed $3.02 billion
in total assets, $3.28 billion in total liabilities, and a
stockholder's deficit of $269.54 million.

According to the earnings release, third-quarter net revenues grew
7% year-over-year on a reported basis.  Excluding the effects of
currency, revenues grew 8 percent and were up in all three
regions.  Growth was driven by the strength of the Levi's brand in
the Americas, the company's acquisitions in 2009, and the
expansion of the company's dedicated store network worldwide.
Revenue declines in the wholesale channel in certain markets
partially offset this growth.

In comparison to the third quarter of 2009, operating income
declined from $98 million to $86 million as the benefits from the
increase in net revenues and higher gross margin were offset by
continued investment in the company's retail network and increased
advertising and promotion activities.  Below operating income,
interest expense at $32 million was $6 million lower than the same
quarter last year. Other expense was slightly higher at $8
million.  Third-quarter net income attributable to the company was
$28 million, a decline of $13 million compared with last year.

The Company said in the earnings release that it maintained a
strong liquidity position during the third quarter.  At August 29,
2010, cash and cash equivalents were $261 million, complemented by
$283 million available under the company's revolving credit
facility.

"Net revenue growth in the third quarter reflects the strength of
the Levi's brand around the globe in spite of a challenging retail
environment," said John Anderson, president and chief executive
officer.  "In the face of tough economic conditions, we achieved
several key milestones in our overarching strategy to grow our
business around the world.  We realigned our management structure
around our global brands, launched the Levi's Curve ID fit system
for women and began the roll-out of the new Denizen brand in Asia.
We're investing in these global product initiatives to help us
capitalize on growth opportunities when the global economy truly
recovers."

                    Cash Flow and Balance Sheet

The company ended the third quarter with cash and cash equivalents
of $261 million, a decrease of $10 million from November 30, 2009.
Cash provided by operating activities during the nine-month period
was $96 million, compared with $174 million for the same period in
2009.  In 2010, cash collections from customers increased on
higher net revenues, offset by the investment in strategic
initiatives and inventory build.  Net debt of $1.6 billion at the
end of the quarter was comparable to net debt at the end of 2009.
"The third quarter results demonstrate our ability to deliver
strong operating performance in the face of a challenging business
environment around the world," said Blake Jorgensen, chief
financial officer.  "We are committed to investing in our
strategic initiatives, while diligently controlling costs and
managing inventories."

A full-text copy of the Earnings Release is available for free
at http://ResearchArchives.com/t/s?6c7a

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6c7b

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.


LOEHMANN'S CAPITAL: 50% of Bondholders Support Exchange Offer
-------------------------------------------------------------
Loehmann's Capital Corp. said that -- in connection with its
pending consent solicitation and private offer to exchange its
outstanding 12% Senior Secured Class A Notes due 2011, Senior
Secured Class A Floating Rate Notes due 2011 and 13% Senior
Secured Class B Notes due 2011 for 12% Senior Secured Class A
Notes due 2014, Senior Secured Class A Floating Rate Notes due
2014 and 13% Senior Secured Class B Notes due 2014 -- it has
received valid consents from holders representing more than 50% in
aggregate outstanding principal amount of the old notes.

As a result, Loehmann's will now be able to achieve two of the
purposes of the consent solicitation: (i) increasing the Priority
Lien Cap under the Lease Agreement and the Intercreditor Agreement
from $35 million to $45 million thereby allowing for a
corresponding increase in the amount available under Loehmann's
Operating Co.'s revolving credit facility and (ii) allowing
Loehmann's Operating Co. to close up to 15 underperforming stores
in the next 12 months and liquidate the inventory in those stores,
as more fully described in the offering memorandum relating to the
exchange offer and consent solicitation, dated September 24, 2010.

Loehmann's also said it is increasing the consideration offered to
eligible holders that validly tender their old notes on or prior
to October 22, 2010.  Accordingly, eligible holders that validly
tender their old notes at or prior to 11:59 p.m., New York City
time, on October 22, 2010, will receive $1,000 principal amount of
new notes of the same class for each $1,000 principal amount of
their old notes that are accepted for exchange.  Eligible holders
that validly tender their old notes after October 22, 2010 but at
or prior to 11:59 p.m., New York City time, on October 27, 2010
will receive $970 principal amount of new notes of the same class
for each $1,000 principal amount of their old notes that are
accepted for exchange.

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

Subject to applicable law, the company may terminate or amend,
modify or waive the terms of the exchange offer and consent
solicitation.

As reported by the Troubled Company Reporter on October 5, 2010,
Loehmann's Capital Corp. missed an October 1, 2010, interest
payment on its senior secured notes.  Standard & Poor's believes
the company is not likely to make the payment within the 30-day
grace period.

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

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

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

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

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

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

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


LOWER BUCKS: Can Continue Using Cash Collateral Until Dec. 31
-------------------------------------------------------------
Lower Bucks Hospital, et al., obtained interim authorization from
the Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to continue using Bank of New
York Mellon Trust Company, N.A.'s cash collateral until
December 31, 2010.

The Debtors will use cash collateral pursuant to this budget:

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

As adequate protection, the Bank is granted: (a) a security
interest and replacement lien in all Unrestticted Gross Revenues
acquired by LBH subsequent to the Petition Date; (b) a lien on
Lower Bucks' real estate, subject only to that certain lien of the
Tovraship of Bristol in the principal amount of approximately
$133,000, which consists of several parcels comprising
approximately 23 acres located at 501 Bath Road, Bristol,
Pennsylvania 19007 and all improvements thereon including without
limitation Lower Bucks' main hospital building; and (c) a
superpriority claim with priority over all administrative expense
claims.

The Bank is permitted without further Court approval to make
monthly distributions from the Debt Service Reserve Fund and the
Debt Service Fund to pay itself, if permitted by the Indenture,
the Bank's fees and expenses, including the reasonable fees and
expenses of its counsel.

The Debtors will provide a report to the Bank and the Committee
within four business days of the last day of each bi-weekly period
set forth in the Budget.

The Court has set for December 20, 2010, at 11:00 a.m. a hearing
on the Debtors' use of cash collateral.

                    About Lower Bucks Hospital

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

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


MANITOWOC COMPANY: Moody's Assigns 'B3' Rating to $500 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Manitowoc's
proposed $500 million of senior unsecured notes.  Moody's affirmed
the company's B2 corporate family rating and probability of
default rating.  The ratings outlook remains negative.

                        Ratings Rationale

The $500 million of proposed notes were rated B3 to reflect their
pari passu position with other senior unsecured notes and
considers their subordination to the bank credit facility.  The
bank credit facility was upgraded to Ba2 from B1 to reflect the
proposed change in the company's capital structure and in
particular the anticipated lower level of first lien debt that is
expected to share on a first lien basis in the company's
collateral.  The company's 9.5% and 7.125% senior unsecured notes
were upgraded to B3 from Caa1 to reflect the anticipated paydown
of first lien debt with the proceeds from the new $500 million
senior unsecured notes.  As a result of the paydown of first lien
debt, there will be less debt that is senior to the new unsecured
notes.  The refinancing also anticipates that covenant levels in
the bank credit facility will be loosened given the slower than
anticipated recovery of the Crane business.  If the company fails
to complete the proposed refinancing and bank amendment, the CFR,
PDR and instrument ratings will be re-evaluated.

The affirmation of the B2 CFR and PDR considers that while
Manitowoc's leverage will likely remain at an elevated level for
the rating category for at least the next year, it should generate
positive free cash flow in 2010 and 2011.  A primary consideration
in the affirmation was the company's track record of generating
cash during a downturn and the expectation that the company will
maintain a debt reduction focus.  Additionally, although the
company is experiencing meaningful pressure in both its Crane
business and its Foodservice Equipment business, the company
benefits from international diversification and should also
benefit from its position in various emerging markets that are
growing faster than its domestic business.

Upgrades:

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD2,
     18% from B1, LGD3, 33%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3,
     LGD5, 74% from Caa1, LGD5, 86%

Assignments:

  -- Senior Unsecured Regular Bond/Debenture, Assigned a rating of
     B3, LGD5, 74%

The ratings could be downgraded if EBITA/interest expense or Debt
to EBITDA materially weakened from current levels over the next
few quarters or if Debt to EBITDA is not expected to decline to
about 5.5 times by the end of 2011.  Currently, EBITA/interest for
the LTM period was 1.2x while debt/EBITDA was 6.1 times.

The rating outlook could be stabilized if leverage improves to
about 5.5x on a sustainable basis.  EBITA coverage of interest of
over 1.5 times that was deemed to be improving would also support
a stable ratings outlook.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets.  LTM revenues through June 2010 were
approximately $3.3 billion.


MARSHA ARMSTRONG: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Marsha Feldman Armstrong
        14821 Karl Avenue
        Los Gatos, CA 95030

Bankruptcy Case No.: 10-60607

Chapter 11 Petition Date: October 12, 2010

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

Judge: Charles Novack

Debtor's Counsel: David A. Boone, Esq.
                  LAW OFFICES OF DAVID A. BOONE
                  1611 The Alameda
                  San Jose, CA 95126
                  Tel: (408) 291-6000
                  E-mail: ecfdavidboone@aol.com

Scheduled Assets: $1,863,105

Scheduled Debts: $2,295,684

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


MARSICO PARENT: Moody's Cuts Ratings on Senior Loan to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Marsico Parent
Company, LLC's senior secured bank facilities to Caa2 from Caa1
and put them on review for further downgrade.  In addition, the
rating of Marsico Parent Holdco, LLC's senior notes was downgraded
to C from Ca with a stable outlook.  In the same rating action,
Moody's also put the Caa3 corporate family rating of Marsico
Parent on review for possible downgrade.  Moody's affirmed Marsico
Parent's senior unsecured notes at Ca and changed the outlook to
stable from negative.  Moody's stated that the downgrades reflect
its estimate of the company's reduced corporate valuation caused
by the continuing challenges Marsico faces in stabilizing its
Assets under Management.  Marsico initiated a debt restructuring
plan on October 8, 2010 to decrease its debt leverage and fixed
cash expenses, which it believes will support operations and
provide it with the financial flexibility to execute on its
business plan and create value.

These ratings were impacted:

Marsico Parent Company, LLC:

  -- Corporate family rating to Caa3 Rating Under Review for
     possible downgrade from Caa3(negative outlook);

  -- $1,024 million Senior secured bank facilities and $25 million
     revolving credit line to Caa2 Rating Under Review for
     possible downgrade from Caa1(negative outlook);

  -- $600 million Senior subordinated notes were affirmed at Ca;
     outlook changed to stable from negative.

Marsico Parent Holdco, LLC (Parent Holdco):

  -- $550 million Senior notes rating to C from Ca; outlook
     changed to stable from negative

Marsico Parent is the parent of Marsico Capital Management, LLC
and Marsico Fund Advisors, LLC.  Marsico Capital Management is a
Denver-based asset management firm offering investment services to
institutional and retail investors.  The company held
approximately $47.5 billion in AUM as of September 30, 2010.  The
last rating action was taken on December 10, 2009, when Moody's
downgraded Marsico Parent's CFR to Caa3 from B3 resulting in
rating downgrades of its secured bank credit facilities to Caa1
from B1and its senior unsecured notes to Ca from Caa1.  The rating
of Parent Holdco's senior notes was also downgraded to Ca from
Caa2.

                       Transaction Detail

Under the restructuring plan announced by the company,
$550 million of debt outstanding at Parent Holdco as well as
$397 million notes and $119 million preferred stock issued by
Marsico Parent Superholdco, LLC will be converted into the common
equity of Marsico Holdings, LLC, a newly created entity, which is
intended to hold essentially all of the equity of Marsico's
operating companies after completion of the restructuring.  Each
class will receive a 16%, 2% and 1% stake, respectively, in the
Newco assuming 100% participation.  Moody's does not rate the debt
and preferred issued by Superholdco.

Additionally, the Company is offering to exchange $600 million
debt issued by Marsico Parent due in 2016 for $600 million of
notes maturing in 2020 issued by Newco.  The interest on the new
notes will vary between the applicable federal rate (currently
3.61%) and and an equivalent rate of 15% based on the company's
performance.  Subsequent to January 2015, Newco has the option to
make payments-in-kind for interest payments of 11.625%.  Marsico
Parent note holders will also get a 30% equity stake in Newco.

The restructuring also includes an amendment to the terms of the
Marsico Parent and Marsico Holdings, LLC's $1.024 billion bank
senior secured bank line.  While the interest rate and term of the
term loan under the proposal remain unchanged, the company expects
a reduced financial covenant requiring at least $30 billion in
AUM, down from $42 billion, in exchange for a 1% increase in
quarterly amortization payments.  Marsico expects at least 95% of
the Marsico Parent note holders and more than 66% of the Parent
Holdco and Superholdco note holders to accept the exchange offer.
Marsico believes it will be successful in closing the exchange
offer based on commitments received to date.

                        Ratings Rationale

In Moody's opinion, the debt restructuring and the exchange offer
is intended to avoid default on Marsico Parent senior subordinated
notes and Parent Holdco's senior notes.  The transaction, if
completed, would constitute a distressed exchange on these notes,
which is an event of default according to Moody's.  While the
extent of ultimate recoveries remains uncertain at this point,
Moody's expects the losses on promised principal and interest on
the Marsico Parent's senior subordinated notes on the Parent
Holdco notes to be significant

The downgrades of the senior secured ratings to Caa2 reflects the
increased probability of material credit losses for Marsico
Parent's bank debt holders to the extent that the Company's
announced exchange, if consummated, is unsuccessful in stabilizing
the company.  Marsico's credit profile continues to be challenged
by persistent net outflows, poor relative investment performance
during 2007-2009 period, and volatile equity markets.
Furthermore, absent a sustained improvement in its funds'
investment performance, there exists a real possibility that the
company may lose sub-advisory and institutional relationships.

Moody's recognizes the positives resulting from the restructuring
including reduced overall debt levels, cash interest, and
amortization requirements of junior stakeholders as well as a
greater cushion relative to financial covenants on its bank debt.
These changes will allow Marsico time to demonstrate improved
investment performance, recover financially, and grow AUM without
covenant pressure.

These benefits must be weighed against the execution risk and the
possible distraction of the debt restructuring plan to Marsico's
clients, employees, and other key relationships.  Whether, and to
what extent, the proposed debt restructuring plan will be
supportive of Marsico and its credit profile is as yet uncertain.
Among the factors considered by Moody's during the review period
will be the consummation of the restructuring plan and its impact
on Marsico's clients and the operations of the Company.


MATTHEW WATKINS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Matthew M. Watkins
          aka Matt Watkins
        67 Madison Avenue, Apt. 915
        Memphis, TN 38103

Bankruptcy Case No.: 10-30707

Chapter 11 Petition Date: October 1, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: P. Preston Wilson, Esq.
                  GOTTEN, WILSON, SAVORY & BEARD
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139
                  E-mail: ppwgwsb@bellsouth.net

Scheduled Assets: $1,749,467

Scheduled Debts: $1,263,960

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-30707.pdf


MERUELO MADDUX: Committee Wants Executive Bonuses Cut Off
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee of unsecured creditors for
Meruelo Maddux Properties Inc. is asking the bankruptcy court to
compel the Debtor to terminate employment agreements with the top
three officers -- Chief Executive Officer Richard Meruelo, Chief
Operating Officer John Maddux and Chief Financial Officer Andrew
Murray -- to avoid large priority claims if one of the competing
reorganization plans is eventually confirmed.  The motion is
scheduled for hearing on Nov. 10.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Creditors Committee is
represented by Victor A. Sahn, Esq., Dean G. Rallis Jr., Esq., Asa
S. Hami, Esq., and Tamar Kouyoumjian, Esq., at SULMEYERKUPETZ.
The Debtors' financial condition as of December 31, 2008, showed
$681,769,000 in assets and $342,022,000 of debts.


METABOLIC RESEARCH: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Metabolic Research, Inc., filed on October 12, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

Hamilton, PC, in Denver, Colo., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

The Company reported a net loss of $4.1 million on $4.8 million of
revenue for 2009, compared with a net loss of $257,554 on
$2.8 million of revenue for 2008.

The Company's patent assignments (resulting from the issue of
stock for patent assignments during 2007 and valued at the trading
value of $10.3 million on the date of issue) were tested for
impairment in 2009 under provisions of FASB 157, and accordingly
the Company recognized a write-down of its patent asset in the
amount of $3.7 million.

The Company's balance sheet at December 31, 2009, showed
$8.5 million in total assets, $841,910 in total liabilities, and
stockholders' equity of $7.7 million.

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

               http://researcharchives.com/t/s?6c75

                     About Metabolic Research

Tampa, Fla.-based Metabolic Research, Inc. (MBTR.PK)
-- http://www.metabolicresearchinc.com/-- was incorporated on
October 7, 1996, in the State of Indiana under the corporate name
"MAS Acquisition VII Corp."  Prior to August 11, 1999, the Company
was a blank check company seeking a business combination with
unidentified business.  On August 11, 1999, the Company acquired
100% of the outstanding capital stock of Dimgroup, Inc., a
corporation which was formed in Nevada on April 23, 1999.  In
February 2000 the Company changed its corporate name to
"Dimgroup.com Inc."  On April 5, 2001, the Company changed its
corporate name to Datastand Technologies, Inc.  On February 1,
2007, the Company changed its corporate name to Metabolic
Research, Inc.  On April 27, 2007, the Company incorporated in
Nevada, filed its articles of merger and redomiciled to Nevada.

The Company focuses on investigating technologies and other
business opportunities in the life sciences and health care
fields.  The Company seeks to produce anti-inflammatory and
analgesic products used to treat and cure inflammatory diseases.
Its intended product includes Stemulite, a fitness formula for men
and women.


MGM RESORTS: To Get $125 Million from Macau Joint Venture
---------------------------------------------------------
MGM Resorts International said certain recent developments and its
preliminary expectations of financial results for the third
quarter of 2010.  The operating results in this release reflect
preliminary expectations of financial results for the third
quarter of 2010, have not been reviewed by the Company's auditors,
and are subject to change.  The Company expects to report its full
results for the quarter, and conduct a conference call to discuss
its earnings, during the week of November 1, 2010.

The Company said it expects to receive approximately $125 million
from MGM Macau during October 2010, which represents a partial
repayment of principal and accrued interest on the Company's
interest and non-interest bearing notes to that entity.

The Company expects a third quarter diluted loss per share of
approximately $0.72 compared to a loss of $1.70 per share in the
prior year third quarter.  The current year results include
expected pre-tax impairment charges totaling $357 million, or
$0.51 per diluted share, net of tax, including the impairment
charge related to the Company's investment in CityCenter, a pre-
tax charge of $46 million related to impairment of CityCenter's
residential real estate inventory, and the impairment charge
related to the Company's Borgata investment.  The prior year
results include pre-tax impairment charges totaling $1.17 billion,
or $1.72 loss per diluted share, net of tax, including a pre-tax
impairment charge of $956 million related to the Company's
investment in CityCenter and a pre-tax impairment charge of $203
million related to impairment of CityCenter's residential real
estate under development.

At September 30, 2010, the Company had approximately $12.9 billion
of indebtedness, including $3.4 billion of borrowings outstanding
under its senior credit facility, with available borrowing
capacity under the senior credit facility of approximately $1.3
billion.

                         About MGM Resort

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

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

                           *     *     *

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


MICHAEL DIMAURO, JR.: Case Summary & Creditors List
---------------------------------------------------
Debtor: Michael J. Dimauro, Jr.
        1004 Prospect Avenue
        Wilmington, DE 19809

Bankruptcy Case No.: 10-13295

Chapter 11 Petition Date: October 12, 2010

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

Judge: Mary F. Walrath

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

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

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13295.pdf


MIREK KUCERA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Mirek Kucera
               Alena Kucera
                 dba Caf‚ Prague
               28 Arana Circle
               Sausalito, CA 94965

Bankruptcy Case No.: 10-13932

Chapter 11 Petition Date: October 12, 2010

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

Judge: Alan Jaroslovsky

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

Estimated Assets: $0 to $50,000

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

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


MPI AZALEA: Wants to Extend Cash Collateral Use Until Dec. 5
------------------------------------------------------------
MPI Azalea, LLC, and its debtor-affiliates ask the Hon. Margaret
H. Murphy of the U.S. Bankruptcy Court for the Northern District
of Georgia to amend a final order authorizing the use of cash
collateral for eight Wachovia Debtors.

The Debtors will use cash collateral pursuant to this budget:

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

Wachovia Bank, N.A., extended to the Wachovia Debtors certain
prepetition financing and other financial accommodations.
Wachovia Debtors executed a promissory note dated May 17, 2007, in
the principal amount of $92.70 million.  The total indebtedness
due and owing under the Note, exclusive of any fees and other
costs, expenses, and charges, is $73,300,544.20.

On February 4, 2010, an agreed interim order authorizing cash
collateral use for eight Wachovia Debtors was entered.  On
February 5, 2010, the Wachovia Debtors and Wachovia submitted an
agreed supplemental interim order authorizing the cash collateral
use.

On April 26, 2010, a supplement to interim cash collateral order
for eight Wachovia Debtors was entered.  On April 28, 2010, upon
submission by Wachovia Debtors and Wachovia an agreed supplement
to interim cash collateral order for eight Wachovia Debtors was
entered, which consists of the individual budgets for each of the
Wachovia Debtors.

On May 2010, the Court authorized the Debtors to use, on a final
basis, to use cash collateral until September 30, 2010, at
5:00 p.m. (Eastern Time).

Wachovia Debtors have been in active and sustained negotiations
with Arbor Realty Finding, LLC, for a plan funding agreement, for
which Letter of Intent dated August 9, 2010, has been executed, to
pursue a plan-based sale of substantially all of Wachovia Debtors'
assets.  A motion for approval of the agreement is being
finalized, and Arbor and Wachovia Debtors anticipate that it will
be filed shortly.  In conjunction with the contemplated sale-based
plan process, the final cash collateral order must be amended to,
principally, extend the termination date through December 5, 2010,
and to incorporate certain milestones regarding the Debtors'
efforts to emerge from bankruptcy by a plan jointly sponsored by
Arbor or otherwise.

The budget for the extended period will be submitted on an agreed
basis by and between Debtors, Wells Fargo and Arbor.

As adequate protection for any cash collateral expended by the
Debtors, Wachovia was granted and will continue to have the
replacement lien to secure an amount of Wachovia's prepetition
claims in all postpetition cash collateral equal to the aggregate
diminution in the value of prepetition collateral resulting from
the Debtors' postpetition use of the cash collateral.

In addition to the replacement lien, Wachovia was granted and will
continue to have a superpriority claim.

                          About MPI Azalea

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 on January 8,
2010 (Bankr. N.D. Ga. Lead Case No. 09-60803).  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  In its petition, the Debtor estimated assets and
liabilities of $10 million to $50 million as of the petition date.


NAKNEK ELECTRIC: Reaches Stipulation to Use Cash Collateral
-----------------------------------------------------------
Naknek Electric Association, Inc., has reached a stipulation with
the United States Department of Agriculture, Rural Utilities
Service on the use of cash collateral.  The Debtor asks the U.S.
Bankruptcy Court for the District of Alaska to approve the
stipulation.

The Debtor is submitting a $40 million loan application to RUS and
the creditor whose cash collateral the Debtor needs to use to
continue to maintain the geothermal well and run the power
generation plant.  The recordation of a substantial writ of
attachment in July forced the Debtor's Chapter 11 filing.  The
Debtor must, within the next six months, obtain the necessary
financing to finish the geothermal project, or it will sell, or
assign, or plug and abandon the geothermal project.

Erik LeRoy, Esq., at Erik LeRoy, P.C., explains that the Debtor
needs to use $323,354 of cash in the Debtor's possession and
approximately $50,000 of receivables to be collected in the next
90 days.  According to the Debtor, it needs the money so that it
may continue to generate and distribute electricity in the Bristol
Bay region and, for 30 days, continue to maintain and clean its
geothermal well.  The Debtors will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

The Debtor will make an adequate protection payment of $18,000 to
RUS by the close of business on October 29, 2010.  As further
adequate protection of RUS's security interest in the cash
collateral to be used by Debtor, Debtor will grant RUS:
(i) replacement liens on all of the estate's property purchased
or acquired with cash collateral; and (ii) a security interest in
all cash and accounts receivable generated by Debtor after the
Petition Date, and in any other of the Collateral's proceeds,
product, offspring, or profits acquired by the estate after the
commencement of the case, to any extent that the Mortgage does not
already grant such a security interest.  If the replacement liens
and other forms of protection are inadequate to protect RUS's
interests, RUS will be entitled to priority over all other
expenses of administration of the estate.

The Debtor will furnish RUS weekly reports of Debtor's cash
position, disbursements, receipts, accounts receivable and the use
of the Cash Collateral.

Naknek, Alaska-based Naknek Electric Association, Inc., operates
an electric utility generation plant that is run by diesel powered
generators. It provides electricity to 591 members of the
cooperative.  It also is developing a geothermal well.

Naknek Electric 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.


NATIONAL ENVELOPE: Plan Exclusivity Extended to Jan. 6
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that National Envelope Corp. received a January 6
extension of the exclusive right to propose a Chapter
11 plan.  No objections were filed to the extension request.

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.


NCD DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: NCD Development, Inc.
        8250 Anderson Boulevard
        Fort Worth, TX 76120

Bankruptcy Case No.: 10-46416

Chapter 11 Petition Date: October 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Randy Ford Taub, Esq.
                  LAW OFFICE OF R. FORD TAUB
                  1004 Crystal Springs Drive
                  Allen, TX 75013
                  Tel: (972) 678-2950
                  Fax: (972) 678-2953
                  E-mail: rfordtaub@msn.com

Estimated Assets: $1,000,001 to $100,000,000

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

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

The petition was signed by Chirag Patel, president.


OMC INC: Court Compels NPF to Accept Pension Payments
-----------------------------------------------------
The Hon. Martin Glenn issued a 14-day temporary restraining order
barring the Sheet Metal Workers' National Pension Fund from
actions to restrict OMC Inc. from continuing to make required
contributions and to provide the Debtor's employees with pension
credits consistent with the collective bargaining agreement and
pension plan documents.  The Debtor will make required pension
contributions to NPF on a weekly basis.

The dispute arises from NPF's post-petition termination of the
Debtor as a Contributing Employer to NPF, a multi-employer benefit
fund created pursuant to the Taft-Hartley Act, 29 U.S.C. Sec.
186(c) and ERISA, 29 U.S.C. Sec. 1001, et seq.  Pursuant to the
CBA between the Debtor and Local 28, the Debtor is required to
make pension contributions to NPF on behalf of its employees.

Prior to filing its chapter 11 petition, the Debtor owed
substantial arrears (approximately $1 million) to NPF.  In July
2010, NPF obtained a default judgment against the Debtor for the
unpaid contributions.  On September 12, 2010, NPF advised the
Debtor in writing that it would terminate the Debtor as a
Contributing Employer as of October 1, 2010 if it did not cure the
payment arrears by October 1, 2010.  After the Debtor's September
15, 2010 chapter 11 bankruptcy filing, representatives of NPF
communicated with the Debtor's employees advising them that they
would no longer earn credits for pension benefits while employed
by the Debtor.  Several of the Debtor's employees then terminated
their employment with the Debtor and went to work for a
competitor.  Additionally, the Debtor has offered evidence that it
has lost two substantial contracts because NPF refuses to issue
pension credits to Debtor's employees during the post-petition
period.

The TRO will remain in effect for a period of 14 days, until 4:30
p.m., October 27, 2010, unless the parties agree (subject to
approval of the Court) to an extension of that time.

The case is OMC, Inc., v. Local Union 28 of the Sheet Metal
Workers' International Union, Sheet Metal Workers' International
Union, AFL-CIO, Sheet Metal Workers' National Pension Fund, and
Ralph Tortora, Adv. Pro. No. 10-3875 (Bankr. S.D.N.Y.), and a copy
of the Court's TRO dated October 13, 2010, is available at
http://is.gd/g1Ri6from Leagle.com.

                          About OMC Inc.

OMC Inc. is a subcontractor that makes and installs sheet metal
ductwork for heating and cooling systems.  OMC filed for Chapter
11 protection (Bankr. S.D.N.Y. Case No. 10-14864) on Sept. 15,
2010.  Jonathan S. Pasternak, Esq., at Rattet, Pasternak & Gordon
Oliver, LLP, in New York, serves as counsel.  The Debtor estimated
assets of $1 million to $10 million, and debts of $10 million to
$50 million.


PIER 39: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Pier 39, LLC
        61679 Brompton Road
        South Bend, IN 46614

Bankruptcy Case No.: 10-34860

Chapter 11 Petition Date: October 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Edward P. Benchik, Esq.
                  SHEDLAK & BENCHIK LAW FIRM LLP
                  402 West Washington Street, Suite 200
                  South Bend, IN 46601
                  Tel: (574) 233-7701
                  Fax: (574) 233-7721
                  E-mail: epb@sandblawfirm.com

Scheduled Assets: $1,750,000

Scheduled Debts: $1,939,011

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-34860.pdf

The petition was signed by Talib Alway, president


PRECISION PARTS: Plan Has 0.15% Recovery for Junior Creditors
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Precision Parts International Services Corp. has
filed a plan, under which unsecured creditors with $103 million in
claims stand to collect 0.15%.  A hearing to consider approval of
the disclosure statement was scheduled for October 12.

PPI sold it assets in March for $16 million, with $9.8 million
paid to secured creditors.  After the Official Committee of
Unsecured Creditors challenged the validity of the secured
lenders' claim, it obtained a settlement in which $575,000 was
carved out for the Company's creditors.  In addition to $150,000
cash, unsecured creditors are to receive some recoveries from
lawsuits, plus other excess cash, if any.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


PRIME PROPERTIES: Court Allows JPMorgan Foreclosure on Apartments
-----------------------------------------------------------------
The Hon. Joel B. Rosenthal grants a request by JP Morgan Chase
Bank, N.A., to lift the automatic stay to foreclose on property by
Prime Properties of New York, Inc.  The Court denies the Debtor's
move to sell the property, free and clear of liens.

JPMC alleged that the debtor lacks equity in the Property -- a
multi-family residential apartment complex located at 300 and 304
Tenth Street, Brooklyn -- and was without a reasonable prospect of
feasible reorganization.

JPMC is the Special Servicer for Fannie Mae, owner of a Promissory
Note dated April 30, 2007 for $8,000,000, and secured by a
Mortgage and Security Agreement dated April 30, 2007, on the
Property.  JPMC filed a proof of claim, with respect to the Note
and Mortgage and on behalf of Fannie Mae, for $9,746,471.60.

JPMC valued the Property at $6,570,000

The Debtor filed a sale motion on December 9, 2009.  The Debtor
has or had entered into a contract to sell the Property for
$5,250,000, subject to court approval.  The Debtor believed that
its Contract would generate an extra $250,000 that could be
distributed through a plan of reorganization.

The Court notes the Debtor is a single asset real estate which has
not filed a plan of reorganization in the 14 months since filing
its petition.  The Debtor has not provided any basis for the Court
to find that there is a reasonable prospect of feasible
reorganization.

The Court also holds that the Debtor failed to allege that there
is any applicable nonbankruptcy law that permits the sale of the
property free and clear and that the JPMC's interest is in a bona
fide dispute.

A copy of the Court's Decision and Order dated October 13, 2010,
is available at http://is.gd/g1SxKfrom Leagle.com.

Prime Properties of New York, Inc., filed a voluntary Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 09-46912) on
August 12, 2009.


QUIGLEY CO: Pfizer Appeals Chapter 11 Plan Ruling
-------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pfizer Inc. has
moved to overturn a ruling that it engaged in bad-faith vote
buying in a bid to shake an estimated $900 million worth of
asbestos liabilities.

As reported by the Troubled Company Reporter on September 9, 2010,
Tiffany Kary at Bloomberg News said U.S. Bankruptcy Judge Stuart
M. Bernstein in New York on September 8 rejected Quigley's fourth
reorganization plan and said parties should discuss dismissal of
the case.  He said the plan was filed in "bad faith" by Pfizer and
cited testimony that asbestos claims directed at Quigley could
total $4.45 billion over the next 42 years.

"In a nutshell, Pfizer bought enough votes to assure that any plan
would be accepted," Judge Bernstein wrote.

According to the report, in a 90-page ruling that covers Pfizer's
failed attempts to deal with its growing asbestos liabilities
since June 1985, Judge Bernstein noted that a lawyer who
represented both Quigley and Pfizer settled claims against Quigley
and got releases for Pfizer at no additional cost.

"We are disappointed in the court's ruling as we continue to
believe that Pfizer has no liability for Quigley's conduct," a
Pfizer spokesman, Chris Loder, said in a telephone interview with
Bloomberg.

                        The Chapter 11 Plan

Under the proposed Chapter 11 plan, Pfizer is paying about
$450 million into a trust to satisfy claims about products for
which it allegedly has derivative liability.  According to
Bloomberg's Tiffany Kary, the "channeling injunction" of the
Bankruptcy Code would direct all future claims into the trust,
covering death or personal injury claims related to Insulag,
Panelag and Damit, products for the steel industry that contained
asbestos and were made from the time of World War II to the 1970s.

                        About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


RAVINDER PADDA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ravinder Kaur Padda
        2896 Klein Road
        San Jose, CA 95148

Bankruptcy Case No.: 10-60567

Chapter 11 Petition Date: October 12, 2010

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

Judge: Roger L. Efremsky

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

Estimated Assets: $0 to $50,000

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

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


REGENCY ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 (LGD 5, 76%) to
a proposed $500 million senior note issuance by Regency Energy
Partners LP.  Proceeds from the issue will be used to refinance
existing senior notes via a concurrent tender offer and for
general corporate purposes, including the repayment of a portion
of the borrowings under Regency's revolving credit facility.

                         Ratings Rationale

The proposed financing does not affect Regency's Ba3 corporate
family and probability of default ratings, although the point
estimate for the loss given default will be reduced to 76% for the
new and existing senior notes.  The rating outlook is positive.

Regency's prorata debt will increase only modestly since the bulk
of the proceeds will be used to refinance existing debt.  In
addition, the average life of Regency's debt will lengthen with
the repayment of 2013 note maturities.  Liquidity will also
improve as a result of the paydown of revolver borrowings,
increasing availability under the facility, which matures in 2014,
to $615 million.

Regency's Ba3 corporate family rating reflects its growing scale
and diversification, and an evolving business risk profile that
includes an increasing component of lower risk fee-based revenues
generated by recently added assets.  These assets include a 49.9%
stake in Midcontinent Express Pipeline gained when Energy Transfer
Partners acquired Regency's general partner in May 2010; and
Zephyr Gas Services, acquired in September 2010.  Zephyr engages
in natural gas treatment and related services, with operations
concentrated in growing non-conventional gas basins such as the
Haynesville and Eagle Ford shale plays.

The positive outlook reflects the potential in the medium-term for
these assets to contribute a larger and more stable earnings
stream that could potentially help de-lever the company.  In
addition, Regency issued $400 million of equity in August 2010,
providing a benefit to its leverage and liquidity.  However,
Regency's ratings continue to be constrained by elevated financial
leverage, with proforma Debt/EBITDA of about 5.5x, which may be
difficult to reduce as the MLP continues to pursue internal growth
and acquisition strategies to support asset growth and a growing
distribution.


RICHARD MATTISON: Court Suspends Atty. Wadsworth for Incompetence
-----------------------------------------------------------------
The Hon. Margaret H. Murphy suspends Joel S. Wadsworth, Esq.,
indefinitely from practice in the Bankruptcy Court for the
Northern District of Georgia.  Mr. Wadsworth serves as bankruptcy
counsel to Richard C. Mattison, M.D., LLC, d/b/a Tuxedo Aesthetic
Surgery Center.  The Court held that from the very beginning of
the case, Debtor's attorney has failed to competently handle his
obligations as Debtor's attorney.

Richard C. Mattison, M.D., LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ga., Case No. 09-87487) on October 16,
2009, and was dismissed April 15, 2010.

Debtor filed a skeletal petition and failed to file the mailing
matrix required by the local rules.  Inadequate schedules and a
Bankruptcy Rule 2016 disclosure statement were filed November 2,
2010.  No application to approve the employment of Debtor's
attorney was filed, despite directions from the court to do so,
until after dismissal.  Even then, however, the application was
deficient.  Debtor also failed to comply with requests by the U.S.
Trustee made at the initial debtor interview, including
establishing a DIP bank account, amending the Bankruptcy Rule 2016
disclosure statement, and filing all the information required by
11 U.S.C. Secs. 521 and 1116.  To excuse his actions or lack
thereof, Debtor's attorney cited his personal medical problems6
and his attention to relocating his home and offices.

The Court says the case appears to have been filed as a doorstop
to prevent eviction from the business premises by a debtor who did
not legally exist, but even if the legally existing iteration of
Debtor or the individual who was the professional/
principal of the corporations had been named as the debtor,
Debtor's attorney failed to show any likelihood that Debtor could
propose a successful reorganization.

The Court directs Mr. Wadsworth to file a certificate listing all
the bankruptcy cases currently pending in the district in which he
is the debtor's attorney and certifying that he has obtained new
counsel for each such debtor.  Mr. Wadsworth is required to
complete 30 hours of continuing legal education in Chapter 11
bankruptcy law.  Thereafter, Mr. Wadsworth may move to lift the
suspension as to Chapter 11 cases.  Upon completion of 20-25 hours
of continuing legal education in consumer bankruptcy law (Chapter
7 and 13), Mr. Wadsworth may move to lift the suspension as to
Chapter 7 and 13 cases.

A copy of the Court's suspension order dated October 13, 2010, is
available at http://is.gd/g1QqOfrom Leagle.com


RONSON AVIATION: Committee Gets OK to Tap Lowenstein as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ronson Aviation,
Inc.; RCLC, Inc., fka Ronson Corporation; and RCPC Liquidating
Corporation's bankruptcy case sought and obtained authorization
from the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for
the District of New Jersey to employ Lowenstein Sandler PC as
counsel.

Lowenstein Sandler will, among other things:

     (a) assist the Committee in investigating the acts, conduct,
         assets, liabilities, and financial condition of the
         Debtors, the operation of the Debtors' business,
         potential claims, and any other matters relevant to the
         cases or to the formulation of a plan of reorganization;

     (b) participate in the formulation of a Plan;

     (c) provide legal advice as necessary with respect to any
         disclosure statement and Plan filed in these cases and
         with respect to the process for approving or disapproving
         disclosure statements and confirming or denying
         confirmation of a Plan; and

     (d) prepare on behalf of the Committee, as necessary,
         applications, motions, complaints, answers, orders,
         agreements and other legal papers.

The hourly rates of Lowenstein Sandler's personnel are:

         Partners                            $440-$825
         Senior Counsel / Counsel            $340-$575
         Associates                          $235-$450
         Legal Assistants                    $145-$215

Mary E. Seymour, Esq., a member of Lowenstein Sandler, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and its
debts at $1 million to $10 million.

Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.


RONSON AVIATION: Gets Nod to Tap Cole Schotz as Bankr. Counsel
--------------------------------------------------------------
Ronson Aviation, Inc.; RCLC, Inc., fka Ronson Corporation; and
RCPC Liquidating Corporation sought and obtained authorization
from the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for
the District of New Jersey to employ Cole, Schotz, Meisel, Forman
& Leonard, P.A., as bankruptcy counsel.

Cole Schotz will, among other things:

     (a) prepare administrative and procedural applications and
         motions as may be required for the sound conduct of the
         cases, including, but not limited to, the Debtors'
         schedules and statement of financial affairs;

     (b) review and object to claims;

     (c) advise the Debtors concerning, and assisting in the
         negotiation and documentation of, debtor-in-possession
         financing, debt restructuring and related transactions;
         and

     (d) review the nature and validity of agreements relating to
         the Debtors' businesses and properties and advise the
         Debtors in connection therewith.

The hourly rates of Cole Schotz's personnel are:

         Members                            $315-$725
         Special Counsel                    $335-$415
         Associates                         $210-$415
         Paralegals                         $140-$230

Michael D. Sirota, Esq., a shareholder at Cole Schotz, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to
$50 million and its debts at $1 million to $10 million.

Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.


RONSON AVIATION: RCLC Unit Has Until January 3 to Propose Plan
--------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey directed RCLC, Inc., a debtor-affiliate of
Ronson Aviation, Inc., to file a proposed Plan of Reorganization
and Disclosure Statement by January 3, 2011.

Headquartered in Trenton, New Jersey, Ronson Aviation, Inc., filed
for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case
No. 10-35315).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
its debts at $1 million to $10 million.

Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.


RUMSEY LAND: Wants Exclusivity Period Extended Until November 15
----------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado extended Rumsey Land Co., LLC's exclusive
period to file its Disclosure Statement until November 15, 2010.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million.


RYAN ZEBER: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ryan W. Zeber
        19432 Barrett Hill Circle
        Santa Ana, CA 92705

Bankruptcy Case No.: 10-24485

Chapter 11 Petition Date: October 12, 2010

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

Debtor's Counsel: Matthew E. Faler, Esq.
                  17330 Brookhurst Street, Suite 240
                  Fountain Valley, CA 92708
                  Tel: (714) 465-4433
                  Fax: (714) 965-7823
                  E-mail: mfaler@faler-law.com

Scheduled Assets: $1,804,176

Scheduled Debts: $3,540,392

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24485.pdf


SIRIUS XM: Moody's Upgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating for
Sirius XM Radio Inc. to B3 from Caa1, its Probability-of-Default
Rating to B2 from B3, and the ratings for individual instruments,
including those for its wholly-owned subsidiary, XM Satellite
Radio Inc., as outlined below.  Moody's also assigned a B3, LGD4 -
65% rating to the proposed $550 million offering of senior
unsecured notes due 2018 to be issued by XM Radio.  The
speculative grade Liquidity Rating remains unchanged at SGL-2 and
the rating outlook is stable.  Net proceeds from the proposed debt
issuance will be used to tender for XM Radio's 11.25% senior
secured notes due 2013 and pay related fees and expenses.  The
planned repayment of the 11.25% senior secured notes would reduce
2013 maturities to approximately $780 million, resulting in
enhanced financial flexibility not only through the maturity
extension but also through the reduction (and elimination of most)
of the company's secured debt.

Assignments:

Issuer: XM Satellite Radio Inc.

  -- NEW $550 million Senior Unsecured Notes due 2018, Assigned a
     B3, LGD4 - 65%

Upgrades:

Issuer: Sirius XM Radio Inc.

  -- Corporate Family Rating, Upgraded to B3 from Caa1

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

  -- 9.75% Senior Secured Notes due 2015, Upgraded to Ba3, LGD2 -
     12% from B1, LGD2 - 22%

  -- 8.75% Senior Unsecured Notes due 2015, Upgraded to B3, LGD4 -
     65% from Caa1, LGD5 - 73%

Issuer: XM Satellite Radio Inc.

  -- 11.25% Senior Secured Notes due 2013, Upgraded to Ba3, LGD2 -
     12% from B2, LGD3 - 32%

  -- 13% Senior Unsecured Notes due 2013, Upgraded to B3, LGD4 -
     65% from Caa2, LGD5 - 76%

  -- 9.75% Senior Unsecured Notes due 2014, Upgraded to B3, LGD4 -
     65% from Caa2, LGD5 - 76% (to be withdrawn)

Unchanged:

Issuer: Sirius XM Radio Inc.

  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

The upgrade of Sirius XM's CFR to B3 reflects Moody's view that
EBITDA (incorporating Moody's standard adjustments) less capital
spending to interest expense will grow and comfortably exceed 1x
in 2011, reflecting higher than anticipated subscribers and
revenue and reduced debt service and programming costs.  As
announced on October 1, 2010, the company expects to add more than
1.3 million subscribers in FY2010, bringing the year end total to
20.1 million and exceeding prior expectations.  Despite high churn
in the subscriber base, vulnerability to cyclical consumer
spending, and increasing wireless competition, Moody's believe
subscriptions will grow through the end of 2011 as the economy and
automotive sales recover.  Heightened capital spending related to
the ongoing construction and launch of two satellites will likely
limit free cash flow generation in 2011.  The rating also reflects
the company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

The stable rating outlook reflects Moody's expectation that annual
sales of new automobiles will increase over the near term and
credit metrics will improve as the company reduces debt balances
with free cash flow.  Given that Sirius XM equipment is installed
in greater than 50% of new automobiles being sold in the U.S.,
more new vehicles enhances the potential subscriber base.  Moody's
research provides a base case forecast for the sales volume of
light vehicles in the U.S. indicating an estimated 13.5 million
units to be sold in 2011 compared to 11.5 million units estimated
for 2010.

A growing subscriber base, improving EBITDA margins, and sustained
lower leverage could result in an upgrade.  Sirius XM would also
need to maintain sufficient liquidity to be upgraded.  Ratings
could be downgraded if subscriber losses, functional problems with
satellite operations, or unplanned capital investments reduce free
cash flow below expected levels.  A weakening of the liquidity
position including an inability to access capital markets or
generate sufficient cash flow to proactively address 2013-2014
debt maturities could lead to downward rating pressure.

Liberty Media Corporation holds preferred stock that is
convertible into approximately 40% of common shares of Sirius XM
as a result of $530 million in loan commitments made in 2009 which
were subsequently repaid.  Liberty Media Corporation is not likely
to increase its ownership prior to March 2012, the third
anniversary of the preferred stock transaction, due to internal
revenue code rules governing ownership changes and NOL's.  As of
June 30, 2010, Liberty also owned an aggregate $374 million of
notes (face value) issued by Sirius XM and XM Radio across several
issues.

Moody's expects to withdraw ratings on the 11.25% senior secured
notes after they are fully tendered or redeemed, and, consistent
with Moody's practice, Moody's will withdraw ratings on the stub
9.75% senior unsecured notes due 2014 based on their de minimis
amount.

The last rating action was on February 1, 2010, when Sirius XM's
CFR was upgraded to Caa1 from Ca and its PDR was upgraded to B3
from Caa3.

Sirius XM's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Sirius XM's core industry
and believes Sirius XM's ratings are comparable to those of other
issuers with similar credit risk.

Sirius XM Radio Inc. is headquartered in New York, New York and
provides satellite radio services in the United States and Canada.
The company offers a programming lineup of more than 130 channels
of commercial-free music, sports, news, talk, entertainment, and
traffic and weather.  Sirius XM also provides music channels that
offer music genres, ranging from rock, pop and hip-hop to country,
dance, jazz, Latin, and classical; channels of sports; talk and
entertainment channels; comedy channels; national, international,
and financial news channels; and religious channels.  Sirius XM
had approximately 19.5 million subscribers as of June 30, 2010,
and generated revenue of approximately $2.7 billion for the
trailing 12 months ended June 30, 2010.


SIRIUS XM: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and its subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P
analyzes on a consolidated basis), to 'B+' from 'B'.  The
corporate credit and related issue-level ratings were removed from
CreditWatch, where they were placed on Sept. 30 with positive
implications.  The rating outlook is stable.

"The action is based on the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.

At the same time, S&P assigned XM Satellite Radio Inc.'s proposed
$550 million senior unsecured notes due 2018 S&P's issue-level
rating of 'B+' (at the same level as the 'B+' corporate credit
rating) with a recovery rating of '4', indicating S&P's
expectation of average (30%-50%) recovery for debtholders in the
event of a payment default.  The notes will be privately placed
under Rule 144A.  The company plans to use proceeds to back the
tender offer for XM's $526 million 11.25% senior secured notes due
June 15, 2013.

In addition, S&P revised its recovery rating on XM Satellite Radio
Inc.'s existing unsecured debt to '4' from '6'.  The issue-level
rating on this debt was raised to 'B+' from 'CCC+', in accordance
with the corporate credit rating change and S&P's notching
criteria for a recovery rating of '4'.  The recovery rating
revision reflects the planned refinancing of the secured debt in
XM's capital structure.

S&P also revised its recovery rating on Sirius XM's unsecured debt
to '3', indicating its expectation of meaningful (50%-70%)
recovery for debtholders in the event of a payment default, from
'4'.  The issue-level rating on this debt was raised to 'B+' from
'B'.  The revision of the recovery rating is based on improved
operating trends and S&P's use of a higher EBITDA multiple than in
its previous analysis.

New York City-based Sirius XM had total debt outstanding of
$3.1 billion as of June 30, 2010.

The 'B+' rating reflects Sirius XM's high debt leverage and
dependence on weak U.S. automotive sales.  The company's position
as the only U.S. satellite radio operator, integration-related
operating synergies, and cost savings arising from the 2008
acquisition of XM Satellite Radio Holdings Inc. are modest
positives that do not offset these risks.  S&P views Sirius'
business risk profile as weak because of its dependence on U.S.
automotive sales and consumer discretionary spending for growth,
as well as competition from alternative media.  The company has a
highly leveraged financial profile, in S&P's view, because of very
high debt usage.

The company's five-year agreement with radio talk show host Howard
Stern expires on Dec. 31, 2010.  Despite onerous contract costs,
S&P believes Stern has been important to the growth of the service
due to his loyal fan base and exclusive content, which is not
available on terrestrial radio.  S&P believes that subscriber
churn would increase, potentially dramatically, should he decide
not to renew his contract.  Still, S&P believes that that Sirius
XM will be able to maintain debt leverage in line with the rating
irrespective of the status of the Howard Stern contract, and
adhere to a financial policy that will facilitate debt leverage of
less than 6x.

XM Satellite Radio Inc. is a wholly owned unrestricted subsidiary
of Sirius XM Radio Inc. Each company has a separate capital
structure, and the cash flows generally cannot be intermingled.
The company is evaluating options to consolidate the XM capital
structures into Sirius XM Radio Inc. Consolidating the capital
structures would have no impact on the corporate credit rating, as
S&P analyzes the companies on a consolidated basis.


SORRENTO MESA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sorrento Mesa Hand Car Wash & Spa, Inc.
        6609 Mira Mesa Boulevard
        San Diego, CA 92121

Bankruptcy Case No.: 10-18144

Chapter 11 Petition Date: October 12, 2010

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

Judge: Peter W. Bowie

Debtor's Counsel: Gino Pietro, Esq.
                  PIETRO & ASSOCIATES, APLC
                  1605 East Fourth Street, Suite 250
                  Santa Ana, CA 92701
                  Tel: (714) 542-5004

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

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

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

The petition was signed by Kamran Syed, secretary.


SPECIALTY PRODUCTS: Looks to Collect Asbestos-Claims Information
----------------------------------------------------------------
Specialty Products Holding Corp. wants to probe those holding
alleged asbestos-related claims against it, saying the information
will help the company to determine its estimated liability in the
case, Dow Jones' DBR Small Cap reports.

According to the report, the company wants to use its bankruptcy
proceedings to create a trust that would distribute funds to
asbestos victims.  But before the trust can be established, the
company said it must estimate the total cost of those claims so
that it can equip the trust with proper funding, the report
relates.

To that end, the report notes, the company is asking the U.S.
Bankruptcy Court in Wilmington, Del., to allow it to proceed with
a request to collect information from the alleged claimants. It
wants to distribute a questionnaire to those holding alleged
asbestos personal injury claims against it - a method it says will
save time and money.

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


SUMMIT MATERIALS: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Washington, D.C.-based Summit Materials Cos. I LLC to
'BB-' from 'B+'.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on Summit's
senior secured credit facilities, which consists of a $50 million
revolving credit facility and a $239 million term loan, to 'BB'
(one notch above the corporate credit rating) from 'B+'.  In
addition, S&P revised the recovery rating on this debt to '2' from
'3', reflecting its expectation that lenders can expect to achieve
substantial (70%-90%) recovery in the event of a payment default.

"The upgrade reflects Summit's execution of an acquisition
strategy to date that has increased the company's size,
profitability, and geographic diversity while maintaining credit
measures that are in line with a higher rating," said Standard &
Poor's credit analyst Thomas Nadramia.  S&P expects this trend to
continue given that significant equity investment funds for
acquisitions remain at the company's disposal.

The stable rating outlook reflects S&P's expectation that end-
market demand for Summit's asphalt paving and aggregates products
will not decline materially over the next 12 months because
infrastructure spending will likely post a modest increase,
offsetting further declines in nonresidential construction
activity.  As a result, credit metrics are likely to remain in
line with the rating given the company's weak business profile,
with leverage likely remaining below 4x.  In addition, S&P
believes liquidity, in terms of cash, availability under its
revolving credit facility, and cash flow from operations, will be
sufficient to meet fixed charges over the next year of about
$20 million.

For a higher rating, S&P would expect Summit to expand the size
and scale of its businesses materially, as well as increasing its
geographical diversity, through additional acquisitions and
subsequently maintaining pro forma leverage at or below 3x.

A negative rating action seems less likely in the near term given
S&P's expectation for stable end-market demand for aggregates and
asphalt driven by highway spending.  However, S&P could take a
negative rating action if reductions or delays in highway, road,
and bridge spending causes commercial construction activity to
decline more than expected, or if a significant acquisition fails
to produce anticipated operating results.  As a result, the
company's credit measures could fall below anticipated levels and
liquidity could narrow meaningfully.  Specifically, S&P could
lower the rating if the cushion with regard to the company's
leverage covenant were to fall below 10%, or if leverage were to
exceed 4.5x.


TACO DEL MAR: Wins OK to Sell Assets, Including Brand Name
----------------------------------------------------------
Taco Del Mar Franchising Corp. won court approval to sell such
assets as its brand name to a company tied to the founders of the
Subway restaurant chain, Dow Jones' DBR Small Cap reports.

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. and its affiliate, Conrad & Barry
Investments Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 10-10528) on January 22, 2010.  George
S. Treperinas, Esq. at Karr Tuttle Campbell represents the Debtor
in its restructuring effort.  The Official Unsecured Creditors'
Committee is represented by Geoffrey Groshong, Esq. at Miller Nash
LLP.  The Company estimated assets at $10 million to $50 million
and liabilities at $50 million to $100 million.


TELECONNECT INC: Lenselink, et al., Fill 3 Vacancies at Board
-------------------------------------------------------------
Teleconnect Inc said that Kees Lenselink, Les Pettitt and Gustavo
Gomez were appointed as members of the Board of Directors of
Teleconnect Inc. to fill the remaining three vacancies, and they
shall serve until the next annual meeting of the shareholders or
until their successors are duly elected and qualified effective
October 8, 2010.

The Board of Directors also appointed Mr. Les Pettitt and Mr.
Gustavo Gomez to the positions of Chief Financial Officer and
Chief Compliance Officer, respectively, of the Corporation, where
they shall serve for an undefined period of time or until their
successors are duly elected and qualified.

Mr. Pettitt, CPA, of American nationality, is a certified
public accountant with twenty-seven years of public accounting
experience.  For the last 12 years, the emphasis of his work has
been on international public company regulatory filings.  Mr.
Pettitt is a member of the American Institute of Certified Public
Accountants and the Oklahoma Society of Certified Public
Accountants.

Mr. Lenselink of Dutch nationality, is a Certified Dutch Chartered
Auditor specialized in corporate valuations.  Mr. Lenselink holds
various executive and non-executive board functions within
multinational organizations.

Mr. Gomez of Spanish nationality, has an Electrical Engineering
degree from McGill University in Canada as well as an Exec-MBA
from Spain's Instituto de Empresa.  Mr. Gomez has been an advisor
to the Company since December 2008.

The Company has also put into place an Audit committee and a Stock
Bonus Plan committee both made up of members of the Board of
Directors.

                      About Teleconnect Inc.

Based in Breda, The Netherlands, Teleconnect Inc. (OTC: TLCO)
-- http://teleconnect.es/-- derives its revenues from continuing
operations primarily from the sale of multimedia kiosks and
hardware components to retail chains in the Netherlands.  These
kiosks and components can be applied to different functions such
as recharging prepaid telephone cards.

On May 3, 2010, the Company signed a letter of intent to acquire
100% of Hollandsche Exploitatie Maatschappij BV (HEM) in The
Netherlands.  The purchase price contemplated by the letter of
intent is 12% of the outstanding common stock of the Company, post
emission.  The purchase of HEM is subject to due diligence by
Teleconnect as well as shareholders' approval.  HEM, established
in 2007, developed an age validation system, "Ageviewers", which
utilizes the Company's products in its processes.


TRADE SECRET: Asks Judge to Dismiss Chapter 11 Proceedings
----------------------------------------------------------
Dow Jones' DBR Small Cap reports Trade Secret Inc. is seeking to
have its bankruptcy case dismissed, saying it has no funds left to
distribute to unsecured creditors as part of a plan.  The report
relates that about one month after seeing a judge approve the sale
of its assets to Regis Corp. in a transaction valued at $45
million, the one-time owner of 612 salons and retail stores wants
to put an end to its Chapter 11 case.

"There is no business to reorganize and the debtors have
insufficient funds to confirm a plan of liquidation," Trade Secret
said in papers filed with the U.S. Bankruptcy Court in Wilmington,
Del., the report notes.  The company and its affiliates "no longer
have any basis or purpose for continuing these Chapter 11 cases,"
the report says.

The report notes that following its sale to Regis Corp., the
company says it lacks "assets of any value" which could
potentially be liquidated for the benefit of creditors.  In
addition, the company's ability to tap cash collateral has
expired, the report adds.

Premier Salons Beauty Inc., Trade Secret Inc., and six affiliates
filed for bankruptcy protection on July 6 (Bankr. D. Del. Lead
Case No. 10-12153).  The Chapter 11 petitions of Premier Salons
and Trade Secret each estimated assets of up to $50,000 and debts
of up to $50 million.

Trade Secret and its affiliates currently own and operate
approximately 612 retail and salon locations in shopping malls and
strip centers throughout the United States and Puerto Rico, on a
collective basis.  The Trade Secret Group consists of stores
operating primarily under four trade names: Trade Secret, Beauty
Express, BeautyFirst, and PureBeauty(R).

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
represents the Debtors in their Chapter 11 effort.  Epiq
Bankruptcy Solutions, LLC, is claims agent to the Debtors.

Non-debtor affiliates Premier Salons, Inc. and Premier Salons Ltd.
and its U.S. and Canadian corporate affiliates own and operate 340
hair and cosmetic service salons throughout North America, with
locations in specialty stores such as Saks, Sears, and Macy's.


TRIBUNE CO: Inks Deal With Creditors to Resolve LBO Claims
----------------------------------------------------------
Tribune Company and its debtor affiliates said the Official
Committee of Unsecured Creditors, Oaktree Capital Management,
L.P., Angelo, Gordon & Co, L.P., and JPMorgan Chase Bank, N.A.,
have reached terms on a plan of reorganization that will settle
certain claims surrounding both "Step 1" and "Step 2" of the
company's 2007 going-private transaction.

The settlement, according to Judge Kevin Gross, as Court-appointed
mediator in the bankruptcy cases, is a result of the series of
mediation sessions that started since late August.  The mediation
was set up so parties will resolve disputes in connection with the
formulation and proposal of a confirmable plan of reorganization,
including the appropriate resolution of the leveraged buyout-
related Causes of Action.

The settlement, Tribune says, expands upon the previously-
announced settlement with Oaktree and Angelo Gordon with respect
to Step 1.

The settlement resolves "Step 1" and "Step 2" LBO-Related Causes
of Action in exchange for:

   (a) approximately $402 million in reallocation of value away
       from holders of Senior Loan Claims; and

   (b) $120 million in cash from the "Step Two Disgorgement
       Settlement."

The joint plan proposed by the Debtors, the Creditors' Committee,
Oaktree, Angelo Gordon and JPMorgan, and endorsed by the Mediator,
will constitute an offer to settle:

  (a) claims against any current or former holder of Senior
      Loans or Bridge Loans for disgorgement of principal,
      interest and fees paid on account of the Incremental Term
      Loan B tranche of the Senior Loan Agreement or the Bridge
      Loan Agreement; and

  (b) claims against JP Morgan Chase Bank, N.A., Merrill Lynch
      Capital Corporation, Bank of America, N.A. and Citigroup
      North America, Inc. and each of their affiliates each in
      their capacity as agents and arrangers of the Step Two
      Loans, for an aggregate of $120 million.

According to Tribune, an important component of the recent
settlement is the contribution of $120 million in cash by
recipients of pre-bankruptcy payments on the Incremental tranche
of the Tribune Senior Loan and the Bridge Loan facilities through
an optional settlement of those claims, with the arrangers for
those facilities providing a backstop to ensure that the estates
receive the full settlement payment on the plan's effective date.
This additional settlement payment, together with additional
contributions by holders of the Senior Loans, allows for Tribune's
bondholders to receive $420 million, representing 32.73 cents on
the dollar upon emergence plus their interest in a litigation
trust, and provides for trade creditors of Tribune's operating
subsidiaries to be paid in full, Tribune said.

As with the previously-announced settlement, the recent agreement
allows for the distribution of the equity of the reorganized
Tribune and its subsidiaries pro rata to the holders of the
Initial and Incremental Senior Loan claims.

In addition, claims and causes of action against various parties
(including advisors, directors and officers involved in the 2007
transactions) will be preserved and placed in a litigation trust
and pursued for the benefit of creditors of Tribune.  The first
$90 million of recoveries from the trust will be allocated to
Tribune's general unsecured creditors, including its bondholders.
The litigation trust will allow an independent litigation trustee
to pursue legal action relating to the remaining fraudulent
conveyance issues alleged by various unsecured creditors, while
minimizing the possible negative impact these litigation issues
might have on the company's business operations.

The settlement has been endorsed by Judge Gross and approved by
the Special Committee of Tribune's Board of Directors, comprised
of independent members of the company's board.  Oaktree, Angelo
Gordon, and JPMorgan hold significant amounts of the Initial and
Incremental Senior Loans of Tribune Company, and the Official
Committee represents the interests of all unsecured creditors in
the Tribune bankruptcy cases.

"With the able assistance of Judge Gross, we continue to achieve
success in our mediation efforts, and are pleased to have now
expanded the plan settlement to include the Official Committee of
Unsecured Creditors," said Don Liebentritt, Tribune's Chief
Restructuring Officer, in a press release.  "The additional value
being allocated to our bondholders and other unsecured creditors
represents a fair and equitable settlement for all of our
constituencies.  We remain confident that Tribune continues on a
path toward resolution of its Chapter 11 cases that maximizes the
value of the bankruptcy estates, preserves all stakeholders'
legitimate entitlements and enables the company to conclude its
bankruptcy proceedings as soon as possible."

A term sheet for the Joint Plan by the Debtors, the Creditors'
Committee, Oaktree, Angelo Gordon and JPMorgan, and endorsed by
the Mediator, is available for free at:

         http://bankrupt.com/misc/Tribune_MedRep2.pdf

Judge Gross says he does not consider the Mediation to be closed
and will continue to seek to include additional parties.

                         About Tribune Co.

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

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

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


TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments
--------------------------------------------------------------
Law Debenture Trust Company of New York, as successor indenture
trustee under an Indenture dated March 19, 1996 between Tribune
Company and Citibank, N.A., for the 6.61% Debentures due 2027 and
the 7-1/4% Debentures due 2096, submitted with the Court a
supplement to its motion to terminate Debtor affiliates'
undisclosed payment of LBO Lenders' fees and expenses.

Law Debenture previously filed a motion reinstating its
application for the entry of an order compelling and directing:
(i) the Debtors to cause any non-debtor affiliate or subsidiary to
terminate the Unauthorized Fee Payments; (ii) the LBO Lenders to
provide an accounting of all unauthorized fee payments; and (iii)
the LBO Lenders to disgorge the unauthorized fee payments.

Law Debenture relates that pursuant to the agreement of the
Debtors and the other parties to the Stipulation, upon filing of
the Reinstated Motion, "the record presented to the Bankruptcy
Court in connection with the Fee Motion will be restored."

Law Debentures notes that it was understood that this restoration
of the record included adherence by the Debtors to their statement
during the March 26, 2010 hearing that "we've agreed not to make
the payments [to the lenders] pending further guidance from Your
Honor."

According to Law Debenture, the Debtors have acknowledged that on
August 31, 2010, six days after the Reinstated Motion was filed,
Tribune (FN) Cable Venture, Inc. made a series of payments in
connection with the fees of the senior lenders for $3,106,256.
The fact that these amounts, according to the Debtors, relate to
those fees invoiced and billed prior to the filing of the
Reinstated Motion, does not change the fact that the Debtors made
the payment after the date of the Reinstated Motion, Law Debenture
asserts.  Moreover, Law Debenture notes, many of these fees were
incurred and billed following the breach of and withdrawal from
that certain Settlement Support Agreement by JPMorgan Chase and
Angelo Gordon on August 9, 2010.  As a result of the August 31
Payments, the aggregate payment by TCV to the lenders increased to
approximately $50,235,970, Law Denture says.

Additionally, the Debtors have disclosed that on April 29, 2010,
TCV made a payment to Davis Polk for $6,150,000 and a payment to
FTI Consulting for $500,000 for the express purpose of
replenishing the retainer held by each entity.  According to Law
Debenture, the payment of a retainer was never contemplated by the
parties, nor embodied in the Settlement Support Agreement or the
Stipulation.  The Retainer Payments enabled the lenders to violate
the Settlement Support Agreement by taking prepayment of their
fees before they breached the Settlement Support Agreement which
terminated ongoing payments, Law Debenture avers.

Accordingly, Law Debenture asserts that both the August 31
Payments and the Retainer Payments constitute Unauthorized Fee
Payments and should be disgorged in concert with the relief
requested in the Reinstated Motion.  Law Debenture says it has
requested that the Debtors demand reimbursement of these amounts
from the lenders, but the Debtors have not responded to its
request.

                         About Tribune Co.

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

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

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


TRIBUNE CO: Parties Have Until October 22 to File Competing Plans
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware gives the Debtors until October 22, 2010, to file a
plan of reorganization and other parties-in-interest until October
29 to file competing plans of reorganization, the Chicago Breaking
News reported.

According to the report, a hearing on the disclosure statement
explaining the plan will be held on November 29, 2010.

Judge Carey previously set October 15 as the deadline for
creditors to file competing plans for Tribune.

Judge Carey acknowledged that mediation between Tribune and its
creditors was going in a very bad way, and added that if mediation
fails, there could be three or more Chapter 11 plans, the
Courthouse News Service said.

"We'd like to see some kind of a deal break out rather than a
dozen plans get filed," Bloomberg News quoted Thomas Lauria, Esq.,
at White & Case, in Miami, Florida, who represents holders of some
$900 million worth of Tribune bridge loans, as saying.

          Mediation Parties Argue Over Deadlines

A status conference was held on October 4 concerning, among other
things, the status of any plans of reorganization with respect to
Tribune Company and its debtor affiliates' Chapter 11 proceedings.
At the October 4th Status Conference, the Court scheduled a
hearing date and established certain deadlines in connection with
the adequacy of certain disclosure documents that may be proposed
in connection with any plans of reorganization and directed the
Debtors to submit a proposed order with respect to those hearing
date and deadlines.

Subsequent to the October 4th Status Conference, the Debtors
circulated a draft form of order to the Mediation Parties for
consideration.  After receipt of comments with respect to the
draft order, the Mediation Parties held a teleconference to
address outstanding issues with respect to the form of order.   In
an effort to address certain procedural issues that were raised
with respect to the Court-ordered hearing date, and to facilitate
an agreed-upon schedule with respect to certain anticipated
filings, the Mediation Parties agreed to certain additional
deadlines for the filing of plan-related documents.

All of the Mediation Parties have agreed to the terms of a
procedural order other than the deadlines for filing plan-related
documents and the date of the hearing to consider approval of the
General Disclosure Statement, any Specific Disclosure Statement,
and any responsive Statements to be incorporated into the Master
Disclosure Statement.

The Debtors, Oaktree Capital Management, LP, Angelo Gordon & Co.
LP, JPMorgan and EGI-TRB, LLC, filed a proposed order, a full-text
copy of which is available for free at:

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

The Step One Credit Agreement Lenders also agreed to a proposed
order proposing for the Debtors file their plan of reorganization
on or prior to October 15 and for any party-in-interest to file a
Competing Plan on or prior to October 22 rather than October 15.
A modified Proposed Order reflecting the modifications proposed by
the SOCAl is available for free at:

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

Certain other Mediation Parties, including Aurelius Capital
Management, LP, Wilmington Trust Company, Wells Fargo, as Agent,
the Official Committee of Unsecured Creditors, the Ad Hoc Opco
Trade Committee and Deutsche Bank Trust Company Americas, propose
an alternative schedule set forth in the proposed order scheduling
a hearing and establishing certain deadlines to consider approval
of certain disclosure documents, a full-text copy of which is
available for free at:

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

The Alternative Schedule provides that the Debtors will (i) on or
prior to October 8 circulate to the Mediation Parties a proposed
draft of the General Disclosure Document and (ii) on or prior to
October 15 file with the Court (x) their plan of reorganization,
(y) a Specific Disclosure Statement describing their Plan and (z)
the General Disclosure Document.  In addition, any party-in-
interest that wishes to file a plan of reorganization will file a
Competing Plan and a Specific Disclosure Document on or prior to
October 29.

The Mediation Parties requested a brief telephonic hearing, at the
Court's earliest convenience, to address the Court regarding the
rationale for the proposed revised schedule set forth in the
Modified Proposed Order and Alternative Proposed Order.

                         About Tribune Co.

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

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

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


TRICO MARINE: Tidewater Offers to Buy 4 Ships for $76 Million
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Tidewater Inc. is
offering $76 million to purchase four of Trico Marine Services
Inc.'s ships.

An earlier report by DBR, according to the Troubled Company
Reporter on October 12, said Trico Marine won permission to sell
two of its ships in a transaction it says will bring "much-needed
liquidity" to the company's bankruptcy case.

New Orleans-based Tidewater owns 396 vessels, the world's largest
fleet of vessels serving the global offshore energy industry.

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.


TRUE NORTH: Reports Net Income of $22.2 Million in June 30 Quarter
------------------------------------------------------------------
True North Finance Corporation filed its quarterly report on Form
10-Q, reporting net income of $22.2 million on $52,620 of interest
and fee income for the three months ended June 30, 2010.  Results
for the current quarter include a gain of $26.6 million from the
deconsolidation of net assets of the Company's subsidiary, Capital
Solutions Monthly Income Fund, LP.  At the time of the spin-off,
Capital Solutions Monthly Income Fund, LP's liabilities exceeded
its assets by $26.6 million.  Accordingly, the Company recognized
a gain for this amount as a gain from deconsolidation on June 30,
2010.

The results of operations are related to CS Fund General Partner,
LLC, as the predecessor company pursuant to the reverse
acquisition accounting rules.  Accordingly, the Company's
operating results (pre-Merger) include the operating results of CS
Fund General Partner, LLC, prior to the date of the Merger
(June 30, 2009).  Prior to June 30, 2009, CS Fund General Partner,
LLC, had $0 operating income.

The Company's balance sheet at June 30, 2010, showed $7.3 million
in total assets, $21.1 million in total liabilities, and a
stockholders' deficit of $13.8 million.

As reported in the Troubled Company Reporter on June 2, 2010,
L.L. Bradford & Company, LLC, 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 incurred recurring losses and its current liabilities
exceed its current assets.

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

               http://researcharchives.com/t/s?6c7c

                         About True North

True North Finance Corporation -- http://www.truenorthfinance.com/
-- was formerly known as CS Financing Corporation.  On June 22,
2009, CS Financing Corporation changed its name to True North
Finance Corp.  The Company is primarily a real estate lending
company.

CS Fund General Partner, LLC, became a wholly owned subsidiary of
True North Finance Corporation pursuant to a merger on June 30,
2009.  Although CS Fund General Partner, LLC, was considered the
acquiring entity for accounting purposes, the Merger was
structured so that CS Fund General Partner, LLC, became a wholly
owned subsidiary of True North Finance Corporation.


TRUMP ENTERTAINMENT: Global Settlement for All Litigation Approved
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the global settlement agreement that would resolve all pending
litigation among Trump Entertainment Resorts Inc., et al.  The
settlement will provide the opportunity for the Debtors to
concentrate exclusively on their efforts to stabilize their hotel
and casino operations, and finally put these Chapter 11 Cases
behind them.

The agreement was entered among (i) the Reorganized Debtors; (ii)
Beal Bank, SSB, in its capacity as administrative agent and
collateral agent under the Prepetition First Lien Credit Agreement
and the Amended and Restated Credit Agreement and as
administrative agent, collateral agent, and as a prior lender
under the Prepetition First Lien Credit Agreement; and (iii) Icahn
Partners, Icahn Partners Master Fund LP, Icahn Partners Master
Fund II LP, and Icahn Partners Master Fund III LP.

The highlights of the Settlement Agreement are:

   a. Dismissal of all pending litigation: The Parties agreed that
      the Recharacterization Motion, the Confirmation Appeal, the
      Intercreditor Lawsuit, the CRDA Lawsuit, the Fee Objections,
      the Prepayment Disallowance Motion and the First Lien
      Lenders' administrative expense claims will each be
      withdrawn and dismissed with prejudice.  In addition, the
      First Lien Lenders and First Lien Agent agreed that they
      will not seek payment of, and will not be allowed, any
      prepayment premium, prepayment penalty or prepayment fee
      arising under or resulting from the Prepetition First Lien
      Credit Agreement, the Final Cash Collateral Order or the
      Plan.

   b. Mutual Releases: Each of the Parties agreed to provide
      mutual releases.

   c. New Term Loan Amendment: The principal balance of the
      interest-bearing portion of the New Term Loan as of the Plan
      Effective Date will be increased by $12.5 million to
      $346.5 million, and the non-interest bearing portion of the
      New Term Loan will be eliminated as of the plan Effective
      Date.  The remaining terms of New Term Loan will remain
      unaltered.

   d. Allowance of First Lien Lender Claims: The First Lien Lender
      Claims, including all payments made to the First Lien
      Lenders during the Chapter 11 Cases, will be allowed and no
      longer subject to recharacterization.

   e. Lender Consent to CRDA Transaction: The First Lien Lenders
      and First Lien Agent consent to the CRDA credit donation
      transaction pursuant to which the Debtors release a CRDA
      investment of approximately $27 million and receive
      approximately $9.6 million in cash, which may be used by the
      Reorganized Debtors as general working capital.

   f. Fees and Expenses: All accrued and unpaid fees and expenses,
      as of the Settlement Effective Date, of the First Lien
      Lenders and First Lien Agent in connection with the
      Chapter 11 Cases, the Litigation Matters, or the settlement
      have been fixed at $15 million.  Upon the Settlement
      Effective Date, the Reorganized Debtors will make a
      $15 million cash payment to the First Lien Lenders on
      account of such fees and expenses.  In addition, the First
      Lien Lenders and First Lien Agent have agreed to support the
      final fee applications filed by the Debtors' professionals
      well as the Section 503(b) Application filed by the Ad Hoc
      Committee.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on February 17, 2009
(Bankr. D. N.J., Lead Case No. 09-13654).  The Company has tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP is the Company's auditor and accountant and Lazard
Freres & Co. LLC is the financial advisor.  Garden City Group is
the claims agent.  The Company disclosed assets of $2,055,555,000
and debts of $1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in
May 2005, it exited from bankruptcy under the name Trump
Entertainment Resorts Inc.


TUBO DE PASTEJE: Seeks Jan. 5 Plan Exclusivity Extension
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tubo de Pasteje SA and subsidiary Cambridge-Lee
Holdings Inc. for a second time are seeking a January 5 extension
of the exclusive right to propose a Chapter 11 plan.  The Company
reports "significant progress" in discussions with noteholders on
a Chapter 11 plan.  The Company hopes that it will "soon" have
agreement allowing the filing of a consensual reorganization plan.
A hearing on the request is scheduled for November 2.

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions December 7, 2009 (Bankr. D. Del. Case
No. 09-14353) following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
filed for Chapter 11 protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
the stock of Cambridge-Lee.


ULTIMATE ESCAPES: U.S. Trustee Forms Six-Member Creditors Panel
---------------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in
the Chapter 11 cases of Ultimate Escapes, Inc., et al.

The Creditors Committee members are:

1. Strauss Zelnick
   19 West 44th St., 18th Fl.
   New York, NY 10036
   Tel: (212) 223-1383
   Fax: (212) 223-1384

2. Clive Buckley
   24 Palomino
   Coto de Caza, CA 92679
   Tel: (949) 350-4042
   Fax: (949) 713-4596

3. World Hotels
   Attn: Thomas Griffiths
   7009 Dr. Phillips Blvd.
   Orlando, FL 32819
   Tel: (407) 363-9300 ext. 305

4. Creg McDonald
   2704 Wendover Place
   Champaign, IL 61822
   Tel: (217) 493-8341
   Fax: (217) 359-8093

5. Marcus W. Acheson
   28 Ridge Rd.
   Barrington, IL 60010
   Tel: (847) 382-4392

6. George Rose
   9763 Suffolk Dr.
   Beverly Hills, CA 90210
   Tel: (310) 255-2603
   Fax: (310) 255-2102

The U.S. Trustee originally appointed seven members to the
Creditors Committee but Trump International Hotel & Tower resigned
from the committee effective October 5, 2010.

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

The creditors committee is represented by:

     Peter W. Ito, Esq.
     GORDON & REES LLP
     55 Seventeenth Street, Suite 3400
     Denver, CO 80202

               - and -

     Christopher A. Ward, Esq.
     POLSINELLI SHUGHART PC
     222 Delaware Avenue, Suite 1101
     Wilmington, DE 19801

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

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


ULTIMATE ESCAPES: Committee Taps Gordon & Rees as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ultimate Escapes, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Gordon
& Rees LLP as its lead counsel.

G&R will, among other things:

   -- advise the Committee and represent it with respect to
      proposals an pleadings submitted by the Debtors or others to
      the Court;

   -- represent the Committee with respect to all aspects of the
      Debtors proposed sale of substantially all of their assets;
      and

   -- represent the Committee with respect to any Chapter 11 plan
      proposed in the cases.

G&R intends to work diligently with the Committee, local counsel,
any financial advisor selected by the Committee and any other
professionals the Committee may employ to ensure that there is no
unnecessary duplication of services performed.

The hourly rates of G&R personnel are:

   Peter W. Ito, partner                   $500
   Megan M. Adeyemo, senior associate      $250
   Ross A. Hoogerhyde, associate           $225
   Paralegals                              $185

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

The firm can be reached at:

     GORDON & REES LLP
     55 Seventeenth Street, Suite 3400
     Denver, CO 80202

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC represents
the creditors committee.

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


ULTIMATE ESCAPES: Committee Taps Polsinelli Shughart as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ultimate Escapes, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Polsinelli Shughart PC as co-counsel to the proposed lead counsel
-- Gordon & Rees LLP.

Polsinelli will, among other things:

   -- assist the co-counsel in the investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' businesses, and  any
      matter relevant to the cases or to the formulation of a plan
      or plans of reorganization or liquidation;

   -- as requested by co-counsel, prepare on behalf of the
      Committee necessary applications, motions, complaints,
      answers, orders, agreements and other legal papers; and

   -- review, analyze and respond to all pleadings filed by the
      Debtors and appear in Court to present necessary motions,
      applications and pleadings and to otherwise protect the
      interest of the Creditors Committee.

Polsinelli and Gordon & Rees will coordinate their services to the
Creditors Committee so as to avoid any unnecessary duplication of
services.

The hourly rates of Polsinelli's personnel are:

     Shareholders                         $250 - $475
     Associates and Senior Counsel        $175 - $295
     Paraprofessionals                     $75 - $175

The primary attorneys and paralegals expected to represent the
Creditors Committee and their respective hourly rates are:

     Christopher A. Ward, shareholder          $425
     Shanti M. Katona, associate               $255
     Lindsey M. Suprum, paralegal              $185

Polsinelli has not received any retainer from the Debtors, the
Creditors Committee, or any other entity in the cases.

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

The firm can be reached at:

     Christopher A. Ward, Esq.
     POLSINELLI SHUGHART PC
     222 Delaware Avenue, Suite 1101
     Wilmington, DE 19801

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Gordon & Rees LLP is the Committee's lead counsel.

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


UNBREAKABLE NATION: Trade Creditor Discrimination Permitted
-----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor had a reasonable basis
for placing, in a class separate from the general unsecured class,
creditors whose unsecured claims were not for trade debt or other
unsecured debt that the debtor incurred in the ordinary course of
its business, but which arose exclusively out of their status as
shareholders in the debtor's predecessor.  Not only did these
claims arise in a manner unique from the claims of general
unsecured creditors, but they were potentially subject to
mandatory subordination under 11 U.S.C.. Sec. 510(b).  A
bankruptcy judge in Pennsylvania also found that the plan, which
provided $50,000 to each unsecured class and provided the members
of each class with percentage payments on their claims differing
by only 0.25%, did not "discriminate," let alone "unfairly
discriminate," in violation of the requirements for "cramdown."
In re Unbreakable Nation Co., --- B.R. ----, 2010 WL 2038870
(Bankr. E.D. Pa.).

Unbreakable Nation Co., based in Kennett Square, Pa., sought
Chapter 11 protection (Bankr. E.D. Pa. Case No. 09-10131) on
Jan. 7, 2009, and is represented by Kevin W. Gibson, Esq., at
Gibson & Perkins, PC, in Media, Pa.  At the time of the filing,
the Debtor estimated its assets at less than $500,000 and its
liabilities at more than $1 million.


US AIRWAYS: Officers Disclose Disposal/Acquisition of Stock
-----------------------------------------------------------
In separate filings with the U.S. Securities and Exchange
Commission, officers of U.S. Airways Group, Inc., disclosed
disposal of the company's common stock:

                                                  Securities
Director/        Transaction   Amount              at the end of
Officer             Date       Disposed   Price    Transaction
---------        -----------   --------   -----    -------------
Robert D. Isom    07/26/10       800     $10.63      60,790
                               18,161     $10.62      42,629
                                1,000     $10.61      41,629
                                3,300     $10.6       38,329
                                4,800     $10.59      33,529
                               13,000     $10.58      20,529

Elise R. Eberwein 07/27/10    11,033     $10.49      57,851
                               44,182     $10.52      13,669
                   09/10/10     1,025      $8.87      12,644

C.A. Howlett      07/27/10    10,717     $10.8       90,621
                               10,551     $10.8       80,070
                               14,199     $10.8       65,871
                                6,200     $10.78      59,671
                                  500     $10.775     59,171
                                  750     $10.76      58,421
                               10,487     $10.75      47,934
                                2,700     $10.71      45,234
                                2,500     $10.7       42,734
                                2,700     $10.64      40,034
                                6,600     $10.63      33,434
                                1,300     $10.62      32,134
                                2,500     $10.61      29,634
                                5,000     $10.6       24,634
                               17,547     $10.5638     7,087

Derek J. Kerr    07/27/10     30,715     $11.0317     8,935

Prior to Ms. Eberwein's disposition of the disclosed shares, she
acquired 37,334 shares of common stock at $3.1 per share on
July 27, 2010, which resulted to her beneficially owning 68,884
shares of USAir common stock.  Also, on July 27, 2010, Ms.
Eberwein disposed of 37,334 shares of common stock of which she
has derived ownership.

Prior to Mr. Howlett's disposition of shares, he acquired these
shares of common stock, resulting to his owning 101,338 shares of
USAir stock:

                                                  Securities
Director/        Transaction   Amount              at the end of
Officer             Date       Acquired   Price    Transaction
---------        -----------   --------   -----    -------------
Howlett           07/27/10     37,334     $3.1       66,984
                               17,007     $6.7       83,991
                               17,347     $8.84     101,338

Mr. Howlett also disposed of derived stock appreciation rights:

                                                  Securities
Director/        Transaction   Amount              at the end of
Officer             Date       Disposed   Price    Transaction
---------        -----------   --------   -----    -------------
Howlett          07/27/10       37,334        -         0
                                17,007        -         0
                                17,347        -         0

                      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: Reports September Traffic Results
---------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced September, quarter
and year-to-date 2010 traffic results.  Mainline revenue passenger
miles (RPMs) for the month were 4.9 billion, up 7.5 percent versus
September 2009.  Mainline capacity was 6.0 billion available seat
miles (ASMs), up 3.8 percent versus September 2009.  Mainline
passenger load factor was a record 82.1 percent for the month of
September, up 2.8 points versus September 2009.

US Airways President Scott Kirby said, "Our September consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 12 percent versus the same period
last year while total revenue per available seat mile increased
approximately 13 percent on a year-over-year basis."

For the month, US Airways' preliminary on-time performance as
reported to the U.S. Department of Transportation (DOT) was
87.1 percent with a completion factor of 99.4 percent.

The following summarizes US Airways Group's traffic results for
the month, quarter and year-to-date ended September 30, 2010 and
2009, consisting of mainline operated flights as well as US
Airways Express flights operated by wholly owned subsidiaries PSA
Airlines and Piedmont Airlines.

US Airways Mainline
                            September

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,546,493   3,342,592       6.1
Atlantic                       1,110,698   1,060,644       4.7
Latin                            252,579     163,865      54.1
                                ---------   ---------
Total                          4,909,770   4,567,101       7.5

Mainline Available Seat Miles (000)

Domestic                       4,340,971   4,173,018       4.0
Atlantic                       1,316,566   1,360,708      (3.2)
Latin                            319,702     224,216      42.6
                                ---------   ---------
Total                          5,977,239   5,757,942       3.8

Mainline Load Factor (%)

Domestic                            81.7        80.1   1.6  pts
Atlantic                            84.4        77.9   6.5  pts
Latin                               79.0        73.1   5.9  pts
                                ---------   ---------
Total Mainline Load Factor          82.1        79.3   2.8  pts

Mainline Enplanements

Domestic                       3,747,809   3,445,666   8.8
Atlantic                         269,907     267,861   0.8
Latin                            180,206     134,133  34.3
                                ---------   ---------
Total Mainline Enplanements    4,197,922   3,847,660   9.1

                        Quarter to Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      11,495,725  11,389,857       0.9
Atlantic                       3,481,735   3,470,558       0.3
Latin                          1,181,362     858,804      37.6
                               ----------  ----------
Total                         16,158,822  15,719,219      2.8

Mainline Available Seat Miles (000)

Domestic                      13,638,639   13,437,280      1.5
Atlantic                       4,091,117    4,236,924     (3.4)
Latin                          1,413,235    1,044,056     35.4
                               ----------   ----------
Total                         19,142,991  18,718,260       2.3

Mainline Load Factor (%)

Domestic                            84.3        84.8  (0.5) pts
Atlantic                            85.1        81.9   3.2  pts
Latin                               83.6        82.3   1.3 pts
                                ---------   ---------
Total Mainline Load Factor          84.4        84.0   0.4 pts

Mainline Enplanements

Domestic                      11,748,019  11,464,620   2.5
Atlantic                         856,328     874,567  (2.1)
Latin                            882,908     709,818  24.4
                               ----------  ----------
Total Mainline Enplanements   13,487,255  13,049,005   3.4

                         Year to Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      32,921,912  33,731,251      (2.4)
Atlantic                       7,798,842   7,456,906       4.6
Latin                          4,021,454   3,365,274      19.5
                               ----------  ----------
Total                         44,742,208  44,553,431       0.4

Mainline Available Seat Miles (000)

Domestic                      39,455,987  40,126,936      (1.7)
Atlantic                       9,579,701   9,573,992       0.1
Latin                          5,126,138   4,306,488      19.0
                               ----------  ----------
Total                         54,161,826  54,007,416       0.3

Mainline Load Factor (%)

Domestic                            83.4        84.1  (0.7) pts
Atlantic                            81.4        77.9   3.5  pts
Latin                               78.4        78.1   0.3  pts
                                ---------   ---------
Total Mainline Load Factor          82.6        82.5   0.1  pts

Mainline Enplanements

Domestic                      33,924,939  34,278,927  (1.0)
Atlantic                       1,922,491   1,901,663   1.1
Latin                          3,005,938   2,718,038  10.6
                               ----------  ----------
Total Mainline Enplanements   38,853,368  38,898,628  (0.1)

                      US Airways Express
              (Piedmont Airlines, PSA Airlines)
                          September

                                  2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                        197,048     182,501     8.0

Express Available Seat Miles (000)
Domestic                        266,963     266,010     0.4

Express Load Factor (%)
Domestic                           73.8        68.6     5.2  pts

Express Enplanements
Domestic                        701,144     675,913     3.7

                         Quarter To Date

                                  2010       2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        602,027     580,330     3.7

Express Available Seat Miles (000)
Domestic                        823,779     822,940     0.1

Express Load Factor (%)
Domestic                           73.1        70.5     2.6 pts

Express Enplanements
Domestic                      2,131,306   2,148,093    (0.8)

                          Year To Date

                                   2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                      1,624,849   1,607,574     1.1

Express Available Seat Miles (000)
Domestic                      2,310,786   2,377,324    (2.8)

Express Load Factor (%)
Domestic                           70.3        67.6     2.7 pts

Express Enplanements
Domestic                      5,887,978   5,949,502    (1.0)

             Consolidated US Airways Group, Inc.
                         September

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,743,541    3,525,093     6.2
Atlantic                      1,110,698    1,060,644     4.7
Latin                           252,579      163,865    54.1
                               ---------    ---------
Total                         5,106,818    4,749,602     7.5

Consolidated Available Seat Miles (000)

Domestic                      4,607,934    4,439,028     3.8
Atlantic                      1,316,566    1,360,708    (3.2)
Latin                           319,702      224,216    42.6
                              ----------   ----------
Total                         6,244,202    6,023,952     3.7

Consolidated Load Factor (%)

Domestic                           81.2        79.4   1.8  pts
Atlantic                           84.4        77.9   6.5  pts
Latin                              79.0        73.1   5.9 pts
                              ----------  ----------
Total                              81.8        78.8   3.0  pts
Consolidated Enplanements

Domestic                      4,448,953   4,121,579     7.9
Atlantic                        269,907     267,861     0.8
Latin                           180,206     134,133    34.3
                              ----------  ----------
Total                         4,899,066   4,523,573     8.3

                        Quarter To Date

                                   2010       2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     12,097,752   11,970,187     1.1
Atlantic                      3,481,735    3,470,558     0.3
Latin                         1,181,362      858,804    37.6
                              ----------   ----------
Total                        16,760,849   16,299,549     2.8

Consolidated Available Seat Miles (000)

Domestic                     14,462,418   14,260,220     1.4
Atlantic                      4,091,117    4,236,924    (3.4)
Latin                         1,413,235    1,044,056    35.4
                              ----------   ----------
Total                        19,966,770   19,541,200     2.2

Consolidated Load Factor (%)

Domestic                           83.6        83.9  (0.3) pts
Atlantic                           85.1        81.9   3.2  pts
Latin                              83.6        82.3   1.3  pts
                              ----------  ----------
Total                              83.9        83.4   0.5  pts

Consolidated Enplanements

Domestic                     13,879,325  13,612,713     2.0
Atlantic                        856,328     874,567    (2.1)
Latin                           882,908     709,818    24.4
                              ----------  ----------
Total                        15,618,561  15,197,098     2.8

                          Year To Date

                                  2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     34,546,761   35,338,825    (2.2)
Atlantic                      7,798,842    7,456,906     4.6
Latin                         4,021,454    3,365,274    19.5
                              ----------   ----------
Total                        46,367,057   46,161,005     0.4

Consolidated Available Seat Miles (000)

Domestic                     41,766,773   42,504,260    (1.7)
Atlantic                      9,579,701    9,573,992     0.1
Latin                         5,126,138    4,306,488    19.0
                              ----------   ----------
Total                        56,472,612   56,384,740     0.2

Consolidated Load Factor (%)

Domestic                           82.7        83.1  (0.4) pts
Atlantic                           81.4        77.9   3.5  pts
Latin                              78.4        78.1   0.3  pts
                              ----------  ----------
Total                              82.1        81.9   0.2  pts

Consolidated Enplanements

Domestic                     39,812,917  40,228,429    (1.0)
Atlantic                      1,922,491   1,901,663     1.1
Latin                         3,005,938   2,718,038    10.6
                              ----------  ----------

Total                        44,741,346  44,848,130    (0.2)

                        AUGUST TRAFFIC RESULTS

US Airways Group, Inc. (NYSE: LCC) announced August and year-to-
date 2010 traffic results.  Mainline revenue passenger miles
(RPMs) for the month were 5.5 billion, up 0.6 percent versus
August 2009.  Mainline capacity was 6.5 billion available seat
miles (ASMs), up 1.2 percent versus August 2009. Mainline
passenger load factor was 85.2 percent for the month of August,
down 0.5 points versus August 2009.

US Airways President Scott Kirby said, "Our August consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 15 percent versus the same period
last year, while total revenue per available seat mile also
increased approximately 15 percent on a year-over-year basis.

"In addition, we would like to thank our 31,000 team members for
doing an exceptional job of taking care of our customers during
the busy summer travel season.  As a result of their hard work, US
Airways posted back-to-back first place finishes in both on-time
performance and customer satisfaction among the top five network
carriers as measured by the U.S. Department of Transportation
(DOT) for May and June.  We look forward to maintaining this
momentum as we head into the fall."

For the month, US Airways' preliminary on-time performance as
reported to the DOT was 85.0 percent with a completion factor of
99.2 percent.

    The following summarizes US Airways Group's traffic results
for the month and year-to-date ended August 31, 2010 and 2009,
consisting of mainline operated flights as well as US Airways
Express flights operated by wholly owned subsidiaries PSA
Airlines and Piedmont Airlines.

                     US Airways Mainline
                           August

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,918,315   3,950,770      (0.8)
Atlantic                       1,173,523   1,208,596      (2.9)
Latin                            440,429     338,021      30.3
                                ---------   ---------
Total                          5,532,267   5,497,387       0.6

Mainline Available Seat Miles (000)

Domestic                       4,585,241   4,581,590       0.1
Atlantic                       1,389,579   1,435,871      (3.2)
Latin                            516,838     397,989      29.9
                                ---------   ---------
Total                          6,491,658   6,415,450       1.2

Mainline Load Factor (%)

Domestic                            85.5        86.2  (0.7) pts
Atlantic                            84.5        84.2   0.3  pts
Latin                               85.2        84.9   0.3  pts
                                ---------   ---------
Total Mainline Load Factor          85.2        85.7  (0.5) pts

Mainline Enplanements

Domestic                       4,015,507   3,949,221   1.7
Atlantic                         281,034     304,134  (7.6)
Latin                            327,991     277,871  18.0
                                ---------   ---------
Total Mainline Enplanements    4,624,532   4,531,226   2.1

                          Year to Date

                                   2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      29,375,446  30,388,659      (3.3)
Atlantic                       6,688,202   6,396,262       4.6
Latin                          3,769,163   3,201,409      17.7
                               ----------  ----------
Total                         39,832,811  39,986,330      (0.4)

Mainline Available Seat Miles (000)

Domestic                      35,115,018   35,953,918     (2.3)
Atlantic                       8,263,135    8,213,284      0.6
Latin                          4,806,437    4,082,272     17.7
                               ----------  ----------
Total                         48,184,590  48,249,474      (0.1)

Mainline Load Factor (%)

Domestic                            83.7        84.5  (0.8) pts
Atlantic                            80.9        77.9   3.0  pts
Latin                               78.4        78.4     -  pts
                                ---------   ---------
Total Mainline Load Factor          82.7        82.9  (0.2) pts

Mainline Enplanements

Domestic                      30,190,239  30,833,261  (2.1)
Atlantic                       1,643,467   1,633,802   0.6
Latin                          2,821,826   2,853,905   9.2
                               ----------  ----------
Total Mainline Enplanements   34,655,532  35,050,968  (1.1)

                       US Airways Express
               (Piedmont Airlines, PSA Airlines)
                            August

                                   2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                        202,988     192,725     5.3

Express Available Seat Miles (000)
Domestic                        278,988     276,252     1.0

Express Load Factor (%)
Domestic                           72.8        69.8     3.0  pts

Express Enplanements
Domestic                        721,003     715,417     0.8

                          Year To Date

                                   2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                      1,427,800   1,425,073     0.2

Express Available Seat Miles (000)
Domestic                      2,043,830   2,111,314    (3.2)

Express Load Factor (%)
Domestic                           69.9        67.5     2.4 pts

Express Enplanements
Domestic                      5,186,834   5,273,589    (1.6)

              Consolidated US Airways Group, Inc.
                              August

                                   2010         2009  % Change
Consolidated Revenue Passenger Miles (000)

Domestic                      4,121,303    4,143,495    (0.5)
Atlantic                      1,173,523    1,208,596    (2.9)
Latin                           440,429      338,021    30.3
                               ---------    ---------
Total                         5,735,255    5,690,112     0.8

Consolidated Available Seat Miles (000)

Domestic                      4,864,229    4,857,842     0.1
Atlantic                      1,389,579    1,435,871    (3.2)
Latin                           516,838      397,989    29.9
                              ----------   ----------
Total                         6,770,646    6,691,702     1.2

Consolidated Load Factor (%)

Domestic                           84.7        85.3  (0.6) pts
Atlantic                           84.5        84.2   0.3  pts
Latin                              85.2        84.9   0.3  pts
                              ----------  ----------
Total                              84.7        85.0  (0.3) pts

Consolidated Enplanements

Domestic                      4,736,510   4,664,638     1.5
Atlantic                        281,034     304,134    (7.6)
Latin                           327,991     277,871    18.0
                              ----------  ----------
Total                         5,345,535   5,246,643     1.9

                          Year To Date

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     30,803,246   31,813,732    (3.2)
Atlantic                      6,688,202    6,396,262     4.6
Latin                         3,769,163    3,201,409    17.7
                              ----------   ----------
Total                        41,260,611   41,411,403    (0.4)

Consolidated Available Seat Miles (000)

Domestic                     37,158,848   38,065,232    (2.4)
Atlantic                      8,263,135    8,213,284     0.6
Latin                         4,806,437    4,082,272    17.7
                              ----------   ----------
Total                        50,228,420   50,360,788    (0.3)

Consolidated Load Factor (%)

Domestic                           82.9        83.6  (0.7) pts
Atlantic                           80.9        77.9   3.0  pts
Latin                              78.4        78.4     -  pts
                              ----------  ----------
Total                              82.1        82.2  (0.1)  pts

Consolidated Enplanements

Domestic                     35,377,073  36,106,850    (2.0)
Atlantic                      1,643,467   1,633,802     0.6
Latin                         2,821,826   2,583,905     9.2
                              ----------  ----------
Total                        39,842,366  40,324,557    (1.2)


US Airways is also providing a brief update on notable company
accomplishments during the month of August:

    * Named one of the 50 best companies for Latinas to work for
      in the United States by LATINA Style magazine in its
      LATINA Style 50 Report for 2010.  US Airways was the only
      airline included among the top 50 companies.

    * Announced new service to seven cities from New York's
      LaGuardia Airport.  New service includes Asheville, N.C.,
      Hartford, Conn., Columbia, S.C., Greenville-Spartanburg,
      S.C., Washington, D.C. (Dulles), Lexington, Ky., and
      Harrisburg, Pa. In addition to the seven new markets,
      three additional cities are seeing an increase in
      roundtrips to LaGuardia, including Charleston, S.C.,
      Columbus, Ohio, and Syracuse, N.Y. The new and expanded
      service begins Oct. 31 and will be operated by US Airways
      Express partners Air Wisconsin, Chautauqua Airlines,
      Piedmont Airlines, PSA Airlines and Republic Airways.

    * Launched FastPathSM - an expedited airport experience for
      customers traveling between Boston and Philadelphia.
      FastPath features dedicated facilities for curbside check-
      in and bag drop, ticket counter check-in, security
      checkpoint lanes, departure gates and baggage claim
      carousels.

                       JULY TRAFFIC RESULTS

US Airways Group, Inc. (NYSE: LCC) announced July and year-to-date
2010 traffic results.  Mainline revenue passenger miles (RPMs) for
the month were 5.7 billion, up 1.1 percent versus July 2009.
Mainline capacity was 6.7 billion available seat miles (ASMs), up
2.0 percent versus July 2009. Mainline passenger load factor was
85.7 percent for the month of July, down 0.7 points versus July
2009.

US Airways President Scott Kirby said, "Our July consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 16 percent versus the same period
last year while total revenue per available seat mile increased
approximately 17 percent on a year-over-year basis.  This
improvement was largely driven by continued year-over-year
strength in business demand and yield."

For the month, US Airways' preliminary on-time performance as
reported to the U.S. Department of Transportation (DOT) was 82.1
percent with a completion factor of 98.9 percent.

This following summarizes US Airways Group's traffic results for
the month and year-to-date ended July 31, 2010 and 2009,
consisting of mainline operated flights as well as US Airways
Express flights operated by wholly owned subsidiaries PSA Airlines
and Piedmont Airlines.

                       US Airways Mainline
                            July

                                   2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       4,030,974   4,096,495      (1.6)
Atlantic                       1,197,628   1,201,317      (0.3)
Latin                            488,656     356,918      36.9
                                ---------   ---------
Total                          5,717,258   5,654,730       1.1

Mainline Available Seat Miles (000)

Domestic                       4,712,427   4,682,673       0.6
Atlantic                       1,384,972   1,440,346      (3.8)
Latin                            576,695     421,850      36.7
                                ---------   ---------
Total                          6,674,094   6,544,869       2.0

Mainline Load Factor (%)

Domestic                            85.5        87.5  (2.0) pts
Atlantic                            86.5        83.4   3.1  pts
Latin                               84.7        84.6   0.1  pts
                                ---------   ---------
Total Mainline Load Factor          85.7        86.4  (0.7) pts

Mainline Enplanements

Domestic                       4,007,382   4,069,733  (1.5)
Atlantic                         290,855     302,572  (3.9)
Latin                            366,783     297,814  23.2
                                ---------   ---------
Total Mainline Enplanements    4,665,020   4,670,119  (0.1)

                         Year to Date

                                 2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      25,457,161  26,437,888      (3.7)
Atlantic                       5,514,736   5,187,666       6.3
Latin                          3,328,749   2,863,388      16.3
                               ----------  ----------
Total                         34,300,646  34,488,942      (0.5)

Mainline Available Seat Miles (000)

Domestic                      30,529,777   31,372,328     (2.7)
Atlantic                       6,873,556    6,777,413      1.4
Latin                          4,289,598    3,684,283     16.4
                               ----------   ----------
Total                         41,692,931   41,834,024     (0.3)

Mainline Load Factor (%)

Domestic                            83.4        84.3  (0.9) pts
Atlantic                            80.2        76.5   3.7  pts
Latin                               77.6        77.7  (0.1) pts
                                ---------   ---------
Total Mainline Load Factor          82.3        82.4  (0.1) pts

Mainline Enplanements

Domestic                      26,184,302  26,884,040  (2.6)
Atlantic                       1,357,018   1,329,668   2.1
Latin                          2,489,813   2,306,034   8.0
                               ----------  ----------
Total Mainline Enplanements   30,031,133  30,519,742  (1.6)

                      US Airways Express
              (Piedmont Airlines, PSA Airlines)
                            July

                                  2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                        202,007     205,10     (1.5)

Express Available Seat Miles (000)
Domestic                        277,830     280,678    (1.0)

Express Load Factor (%)
Domestic                           72.7        73.1    (0.4) pts

Express Enplanements
Domestic                        709,234     756,763    (6.3)

                          Year To Date

                                 2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                      1,224,828   1,232,348    (0.6)

Express Available Seat Miles (000)
Domestic                      1,764,837   1,835,062    (3.8)

Express Load Factor (%)
Domestic                           69.4        67.2     2.2 pts

Express Enplanements
Domestic                      4,465,906   4,558,172    (2.0)

             Consolidated US Airways Group, Inc.
                            July

                                 2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      4,232,981    4,301,598    (1.6)
Atlantic                      1,197,628    1,201,317    (0.3)
Latin                           488,656      356,918    36.9
                               ---------    ---------
Total                         5,919,265    5,859,833     1.0

Consolidated Available Seat Miles (000)

Domestic                      4,990,257    4,963,351     0.5
Atlantic                      1,384,972    1,440,346    (3.8)
Latin                           576,695      421,850    36.7
                              ----------   ----------
Total                         6,951,924    6,825,547     1.9

Consolidated Load Factor (%)

Domestic                           84.8        86.7  (1.9) pts
Atlantic                           86.5        83.4   3.1  pts
Latin                              84.7        84.6   0.1 pts
                              ----------  ----------
Total                              85.1        85.9  (0.8)pts
Consolidated Enplanements

Domestic                      4,716,616   4,826,496    (2.3)
Atlantic                        290,855     302,572    (3.9)
Latin                           366,783     297,814    23.2
                              ----------  ----------
Total                         5,374,254   5,426,882    (1.0)

                          Year To Date

                                  2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     26,681,989   27,670,236    (3.6)
Atlantic                      5,514,736    5,187,666     6.3
Latin                         3,328,749    2,863,388    16.3
                              ----------   ----------
Total                        35,25,474   35,721,290    (0.5)

Consolidated Available Seat Miles (000)

Domestic                     32,294,614   33,207,390    (2.7)
Atlantic                      6,873,556    6,777,413     1.4
Latin                         4,289,598    3,684,283    16.4
                              ----------   ----------
Total                         3,457,768   43,669,086    (0.5)

Consolidated Load Factor (%)

Domestic                           82.6        83.3  (0.7) pts
Atlantic                           80.2        76.5   3.7  pts
Latin                              77.6        77.7  (0.1) pts
                              ----------  ----------
Total                              81.7        81.8  (0.1)  pts

Consolidated Enplanements

Domestic                     30,650,208  31,442,212    (2.5)
Atlantic                      1,357,018   1,329,668     2.1
Latin                         2,489,813   2,306,034     8.0
                              ----------  ----------
Total                        34,497,039  35,077,914    (1.7)

US Airways is also providing a brief update on notable company
accomplishments during the month of July:

   * Announced new bilateral codeshare agreement with Star
     Alliance partner, Turkish Airlines.  US Airways customers
     will have access to Istanbul via Turkish Airlines service
     from Frankfurt, Munich and Zurich and will gain access to
     four new destinations including Adana, Izmir, Antalya and
     Ankara via Istanbul.  In addition, US Airways customers may
     opt for nonstop travel to Istanbul via Turkish Airlines
     service at New York's John F. Kennedy International Airport
     and Chicago O'Hare International Airport.

   * Paid out $150 to each employee for delivering top DOT
     rankings for the month of May 2010 in on-time performance,
     baggage handling and customer satisfaction among the five
     largest network carriers.

                      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: Selects Aeroframe for A330 Airframe Maintenance
-----------------------------------------------------------
AEROFRAME announced that US Airways has selected its Lake Charles
operation for airframe base maintenance on its A330 aircraft
beginning in October 2010.  Aeroframe has been providing
maintenance for all Airbus products since 2005 when the facility
was purchased from EADS.

CEO for Aeroframe Roger Porter stated, "This marks the beginning
of an extremely important relationship with one of the leading
U.S. Airlines and a significant expansion of our services in the
Lake Charles area."

Aeroframe has made significant investments in tooling and docking
for the 530,000 square foot facility to support A300, A310, A318,
A319, A320, A321, A330 and A340 Airbus aircraft.

                      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: To Have Webcast of Q3 Results on Oct. 20
----------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) will conduct a live audio
webcast of its third quarter 2010 financial results conference
call with the financial community on Wednesday, Oct. 20, at
1:00 p.m. EDT (10:00 a.m. PDT).

The webcast will be available to the public on a listen-only basis
at the company's Web site http://www.usairways.com
Listeners to the webcast will need a current version of Windows
Media Player software and at least a 28.8 kbps connection to the
Internet.

        Confidential Treatment of Q3 Results Exhibits

US Airways Group, Inc., and US Airways, Inc., submitted an
application under Rule 24b-2 with the U.S. Securities and
Exchange Commission requesting confidential treatment for
information it excluded from the Exhibits to a Form 10-Q filed on
July 21, 2010.

Based on representations by US Airways Group, Inc., and US
Airways, Inc., that this information qualifies as confidential
commercial or financial information under the Freedom of
Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.  Accordingly,
excluded information from Exhibit 10.1 to a Form 10-Q filed on
July 21, 2010, will not be released to the public through
June 30, 2019.

                      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.


VALENCE TECHNOLOGY: Regains Compliance With NASDAQ Requirement
--------------------------------------------------------------
Valence Technology Inc. has regained compliance with the minimum
bid price requirement of NASDAQ Listing Rule 5550(a)(2).  On Oct.
11, 2010, Valence received a letter from The NASDAQ Stock Market
confirming that the closing bid price of the company's common
stock has been at $1.00 per share or greater for at least 10
consecutive business days.

On June 29, 2010, Valence received written notice from The NASDAQ
Stock Market indicating that the company was not in compliance
with the $1.00 minimum bid price requirement for continued listing
on the NASDAQ Capital Market, as set forth in Listing Rule
5550(a)(2).  The company was provided a 180-day grace period,
scheduled to end December 27, 2010, to regain compliance with the
Listing Rule. As a result of Valence having satisfied the minimum
bid price requirement for at least 10 consecutive business days,
this matter is now closed.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at June 30, 2010, showed
$22.75 million in total assets, $94.51 million in total
liabilities, and a stockholders' deficit of $80.37 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


VALENCE TECHNOLOGY: Expects $12 Million Revenue for 2nd Qtr 2011
----------------------------------------------------------------
Valence Technology Inc. said it expects revenue of approximately
$12 million for its fiscal 2011 second quarter ended September 30,
2010.  This would surpass the high end of the $8 million to
$10 million revenue guidance range issued by the Company on
August 4, 2010.

"Fiscal year 2011 is proving to be a dynamic growth year for
Valence.  Our strategy to seek growth opportunities for our
proprietary advanced energy storage solutions within the fleet
sector is showing strong results.  As evidenced by our recently
announced multi-year contract with Wrightbus, Valence is becoming
the battery provider of choice for leading fleet providers
globally.  In addition, we have targeted opportunities with
existing and new customers and business continues to be very
positive with increasing orders from existing customers such as
Segway and Smith Electric Vehicles," commented president and chief
executive officer Robert L. Kanode.

"Our bookings are robust, our short term component supply issues
have improved and our manufacturing output has been increased in
response to customer demand.  We are very pleased with our strong
top line results for the second quarter and feel that Valence's
position within the market continues to strengthen," summarized
Mr. Kanode.

No conference call will be held in conjunction with this news
release.  However, on November 3, 2010, Valence will release its
second quarter financial results after the market closes and
Company management will conduct a conference call that day at 3:30
p.m. CT (4:30 p.m. ET) to discuss the results.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at June 30, 2010, showed
$22.75 million in total assets, $94.51 million in total
liabilities, and a stockholders' deficit of $80.37 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


WHEELER CADILLAC: Preparing to Sell 7-Acre Parcel in Pa.
--------------------------------------------------------
Wheeler Cadillac-Pontiac, Inc., is asking the U.S. Bankruptcy
Court for the Western District of Pennsylvania for permission to
sekk, 7.175 acres of improved real property and the improvements
erected thereon and the fixtures situate therein situate in
Richland Township, Cambria County, Pa., which is more fully
described in as more fully shown on a survey prepared by Hinks &
Locher, Inc., dated January 26, 1996, and being the same premises
conveyed to Wheeler Cadillac-Pontiac, Inc. by deed dated
December 10, 1996, and recorded in the Recorder Of Deeds Office of
Cambria County on April 11, 1997 in R.B.V. 1464, at page 914, said
parcel being identified in the Tax Assessment Records of Cambria
County as parcel 50-10-133.006

An Order has been issued setting deadlines for objections to the
sale of property and for the date of the hearing on the sale.  On
or before October 14, 2010, any objections shall be filed with the
U.S. Bankruptcy Clerk in Pittsburgh, with a copy served on all
interested parties.  A hearing is scheduled for October 21, 2010,
at 10:00 a.m., before the Honorable Jeffery A. Deller in
Johnstown, Pa., at which time any higher or better offers will be
considered and objections to the sale will be heard.

Wheeler Cadillac-Pontiac, Inc., aka Wheeler Cadillac-Pontiac
Mitsubishi, based in Johnstown, Pa., sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 09-71450) on Dec. 10, 2009.  The Debtor
is represented by David J. Novak, Esq., and James R. Walsh, Esq.,
at Spence Custer Saylor Wolfe & Rose in Johnstown, Pa.  THe Debtor
estimated its assets and debts at less than $10 million at the
time of the filing.


WIND ENERGY: Child Van Wagoner Raises Going Concern Doubt
---------------------------------------------------------
Wind Energy America, Inc., filed on October 12, 2010 its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has recurring losses and negative working capital.

The Company reported a net loss of $5.4 million on $42,142 of
revenue for fiscal 2010, compared to a net loss of $1.9 million on
$0 revenue for fiscal 2009.

The increased loss is attributable to a $2.3 million increase in
management fees, $1.1 million increase in general and
administrative expenses, $102,566 increase in depreciation expense
on operating wind projects, and $71,759 increased impairment and
abandonment expense.

The Company's balance sheet at June 30, 2010, showed $16.4 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $12.9 million.

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

               http://researcharchives.com/t/s?6c78

                        About Wind Energy

Eden Prairie, Minn.-based Wind Energy America, Inc., has, since
early 2007, been engaged solely in the wind power segment of the
renewable energy industry.  The Company owns, either through
wholly-owned subsidiaries, or though minority equity interests,
portions of 59.1 megawatts (MW) of nameplate wind generating
capacity.  Through wholly-owned subsidiaries, the Company had
2.0MW in operation and 2.0MW of this capacity under construction
as of June 30, 2010, in Osceola County, Iowa.  Also through
wholly-owned subsidiaries, the Company had 0.8MW in operation and
0.8MW of this capacity under construction in Lincoln County,
Minnesota as of June 30, 2010.  The Company also owns, through a
wholly-owned subsidiary, minority equity interests in three wind
farms in Minnesota in an active wind energy production region
called Buffalo Ridge.  These projects, in which the Company owns a
minority equity interest, have a capacity of 53.5MW.  The Company
will not receive any material revenue from these minority equity
interests until these projects reach certain milestones, the
projects reach their "flip" dates, and its minority equity
interests are converted into larger percentage ownership.


ZALE CORP: Incurs $94-Mil. Loss for Fiscal 2010
-----------------------------------------------
Zale Corporation filed its annual report on Form 10-K,
Reporting a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

The Company's balance sheet at July 31, 2010 showed $1.16 billion
in total assets, $388.31 million in total liabilities, $284.68
million in long-term debt, $179.37 million in other liabilities,
and stockholders' equity of $308.02 million.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?6c76

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at www.zales.com, www.zalesoutlet.com,
www.gordonsjewelers.com and www.pagoda.com.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* FDIC Begins Floating Rules to Wind Down Failed Companies
----------------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
is moving to implement the new orderly liquidation authority for
large financial companies established by the Dodd-Frank Wall
Street Reform and Consumer Protection Act, starting with a
proposed rule that would require the company's creditors to
shoulder substantial losses on their claims unless the FDIC says
otherwise.

Law360 says the FDIC Board of Directors voted Friday to release a
proposed rule clarifying how it will treat certain creditor claims
in resolution proceedings.


* Defaults by Junk-Rated Companies Continue to Decline
------------------------------------------------------
Bloomberg News reports that Moody's Investors Service said that
worldwide defaults for junk-rated companies declined from 6.2% in
the second quarter to 4% at the end of the third quarter.  In the
U.S., the junk default rate contracted to 4% from 6.4% between the
second and third quarters.  One year ago, the global junk default
rate was 13.2%.  The default rate now is below the 4.8% average
for the years 1983 through 2009.

While the default rate is down between quarters, the number of
companies with debt trading at distressed levels hasn't declined
as much.  Moody's index for distressed debt was 15% at the end of
the third quarter, down from 16% at the close of the second
quarter. One year ago, the distress index was 32.5%.  So far this
year, there have been 40 defaults by companies that Moody's rates.
In the first nine months of 2009, there were 237 defaults.

Moody's, according to Bloomberg, predicts that the global default
rate will decline to 2.7% by the end of 2010 and to 2 percent by
the third quarter of 2011.


* Focus Management Group Opens Washington DC Office
---------------------------------------------------
Focus Management Group has opened its new office in Washington
D.C.  The new location will serve as a base for the firm's
increasing demand for its services in both the commercial and
government sectors.

"Our customer base is steadily increasing, and as a result, we saw
a need to broaden our nationwide coverage to the Washington D.C.
area to best serve our clients in both the commercial and
government sector," said President, J. Tim Pruban.  "Our team will
bring interdisciplinary expertise and tactical skills to help
government institutions and commercial businesses in this era of
financial reform, both in the DC area and nationwide, as well as
minimize risks in the current environment."

Out of its Washington D.C. office, Focus will provide a full
portfolio of financial and operational consulting services to
distressed companies and their stakeholders, as well as a variety
of specialized services to organizations operating in the
government sector.

Overseeing the Washington DC office is President, J. Tim Pruban
and Managing Director, Gerry Paez.  Mr. Pruban is a turnaround
management specialist with over 25 years experience in operations
management, strategic business planning, bankruptcy,
organizational restructuring and interim management.  Mr. Paez has
over 25 years of hands-on experience in financial restructuring,
capital raising, debt/sub-debt financing and investment banking.
Mr. Pruban can be reached at (301) 968-2414 or via e-mail at
t.pruban@focusmg.com.  Mr. Paez can be reached at (301) 968-2414
or via e-mail at g.paez@focusmg.com

                       About Focus Management

Focus Management Group -- http://www.focusmg.com/-- provides
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of 130 professionals.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Columbus, Dallas, Los Angeles, Philadelphia and
Washington DC, the firm provides a full portfolio of services to
distressed companies and their stakeholders, including secured
lenders and equity sponsors.

Focus Management Group's Washington D.C. office is located at 5425
Wisconsin Avenue, Suite 600, Chevy Chase MD 20815.


* BOOK REVIEW: Declining Demand, Divestiture, And Corporate
               Strategy
----------------------------------------------------------------
Author: Kathryn Rudie Harrigan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1980 book published by D.C. Heath and Company). 424
pages. $34.95 trade paper, ISBN 1-58798-196-3.

Product life cycle is at the center of this book.  Every product -
- including services -- has a life cycle.  A typical life cycle
has ups and downs.  In this typical cycle which is an inherent
part of being in business, there is no serious, concentrated
thought that a product is in irreversible decline leading to its
end.  There may be the concern of this at the margins of
management's recognition of a down phase of the typical cycle.
But few companies know how to or are willing to face the fact that
a product is not going to pull out of a decline.

Ms. Harrigan deals comprehensively and professionally with this
subject most businesspersons are reluctant to come to grips with.
Admitting that a product is in its "endgame" (a term Ms. Harrigan
uses frequently) goes against the grain of most businesspersons;
who in general are disposed to be optimistic about prospects, have
a stake in the success of a product and a company, have
experienced down phases of a business cycle before, and want to
rise to the challenge of keeping a product viable.  Thus the
reasons management usually does not recognize an endgame involve
experience, identity, hopefulness, faulty research or data, and
analytic failures. The author takes up each of these.  She is
equally pertinent and constructive for psychological and technical
aspects of the subject.

While there are similarities to a down phase and an endgame, there
are technicalities and signs which help management to distinguish
the difference.  Ms. Harrigan gives these as fewer competitors,
constriction of varieties of a product, withdrawal from smaller
markets, and the reduction of promotional and developmental
budgets by competitors.  Ms. Harrigan shows that product endgame
is ordinarily part of decline or endgame of an industry sector.
Management looks to competitors and also changes in the sector for
unmistakable signs of a product endgame.

Though criteria for recognizing an endgame apply to any business
sector, strategies for dealing with it vary from sector to sector.
Thus besides advising company leaders how to recognize an endgame,
Ms. Harrigan gives examples of endgame management over a broad
range of industries using particular and in many cases well-known
companies and brands.  Consumer products industries are baby
foods, cigars, electric percolators, and rayons.  Soda ash and
acetylene are manufacturers of products for industrial use and
consumer goods which are not so well known outside of their
sectors.  Within these industries, one runs across the names of
Consolidated Cigar, Mirro Aluminum, Beech-Nut Foods, Gerber
Products, Allied Chemical, and Carbide Process, Ms. Harrigan
covers each industry by an overview of it and the conditions
bringing about the endgame, description of the endgame for
industries in it, and an analysis citing mistaken and helpful
measures taken by management under the circumstances.

In all, 60 companies in seven industry sectors are studied.  Ms.
Harrigan has gathered enough diversified material and organized
and analyzed it so thoroughly and knowledgeably that she is able
to make comparisons among not only the different sectors, but also
industries within them for the comprehension and applicability of
endgame circumstances and strategies for company management.  When
she first wrote this book about 1980, it had a leading influence
on establishing the new field of endgame management.  Endgames are
inevitable in any modern economy.  Ms. Harrigan tells how managers
can face the unique, usually unwelcome challenges of these to
lessen adverse effects as much as possible.

An award-winning scholar and author of many articles and books,
Kathyrn Rudie Harrigan is the Henry Kravis Professor of Business
Leadership at Columbia University.

                           *********

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

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

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

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

The TCR subscription rate is $775 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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