TCR_Public/101018.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 18, 2010, Vol. 14, No. 289

                            Headlines

210 LUDLOW: Case Summary & 20 Largest Unsecured Creditors
2109 N. LONG: Voluntary Chapter 11 Case Summary
307 EAST: Case Summary & 10 Largest Unsecured Creditors
ABITIBIBOWATER INC: Transfers QSPE Interests to Lord Securities
ABITIBIBOWATER INC: Sells Bowater Nuway Assets for $4.6 Mil.

ABITIBIBOWATER INC: Closes on $850 Mil. Senior Notes Offering
AERO-FAB INC: Case Summary & 20 Largest Unsecured Creditors
ALBERT FLORES: Case Summary & 14 Largest Unsecured Creditors
ALLY FINANCIAL: Provides Supplemental Guarantor Fin'l Information
AMERICAN HOMEPATIENT: To Go Private After Highland Buys 100% Stake

AMERICAN INT'L: Underwriters Could Get $308-Mil. in AIA IPO
ARIZONA HEART: Abrazo Health Complete Purchase of Assets
ARIZONA LIZANATAY: Case Summary & 20 Largest Unsecured Creditors
AURORA CRUZ: Case Summary & 8 Largest Unsecured Creditors
AVAYA INC: Bank Debt Trades at 9% Off in Secondary Market

BALD EAGLE: Case Summary & 14 Largest Unsecured Creditors
BANCO BONSUCESSO: Moody's Assigns 'Ba3' Foreign Debt Rating
BEAVER BROOK: Files for Chapter 11 Bankruptcy Protection
BETTY WANG: Case Summary & 13 Largest Unsecured Creditors
BICE RESTAURANT: To Close Doors in January; WARN Notice Filed

BLOCKBUSTER INC: Landlords Oppose Lease Rejection Procedures
BLOCKBUSTER INC: Lyme Regis Opposes Payment of Studio Claims
BLOCKBUSTER INC: Bexar Asks for Lift Stay to Continue Suit
BROOKFIELD PROPERTIES: S&P Assigns BB+ Rating to Preferred Shares
BROOKLYN NAVY: S&P Downgrades Rating on Senior Debt to 'B+'

BROWN & BROWN: Case Summary & 13 Largest Unsecured Creditors
BUFFALO PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
CABINET DOOR: Case Summary & 20 Largest Unsecured Creditors
CAPMARK FINANCIAL: Defends $1.5 Billion Loan
CAPMARK FINANCIAL: Begins Lender Settlement Approval Trial

CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor
CBGB HOLDINGS: Hilly Kristal Estate Owns Intellectual Property
CBGB HOLDINGS: Kristal Estate Open to Offers for CBGB Name
CHEM RX: Regulators Clear Sale to PharMerica Corp.
CHEM RX: PharMerica Says HSR Waiting Period Has Expired

CHESAPEAKE HARDWOOD: Taking Bids for Va. Warehouse Property
CHRYSLER FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC'
CINCINNATI BELL: Sells $500 Million of 8-3/8% Senior Notes
CIRCUIT CITY: Settles $19 Million Adversary Case With Active Media
CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market

COMFORCE CORP: Ends CEO's Employment Due to Health Issues
CONSOLIDATED HORTICULTURE: Judge Grants Interim Nod to DIP Loans
COUNTRYWIDE FINANCIAL: Former CEO Mozilo Settle SEC Charges
COYOTES HOCKEY: Reaches Deal in Principle With Hulsizer Group
CROWNBROOK ACQUISITION: Case Summary & Creditors List

CROWNBROOK DEBCO: Case Summary & 20 Largest Unsecured Creditors
CRYSTAL SPRINGS: Plan Outline Hearing Continued Until October 26
DAVID D. SMITH: Case Summary & 20 Largest Unsecured Creditors
DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market

DOUGLAS HILLEGASS: Case Summary & 20 Largest Unsecured Creditors
E CUBED: Case Summary & 13 Largest Unsecured Creditors
EL PRIMO: Case Summary & 19 Largest Unsecured Creditors
EMREE GROUP: Case Summary & 10 Largest Unsecured Creditors
ENRIQUE BLANES: Case Summary & 20 Largest Unsecured Creditors

FAIRPOINT COMMUNICATIONS: Invests $3.5 Mil. on Fleet Upgrade
FELIX SOTO: Case Summary & 13 Largest Unsecured Creditors
FIFTH THIRD: Moody's Assigns 'Ba3' Corporate Family Rating
FIFTH THIRD: S&P Assigns 'B+' Corporate Credit Rating
FIRST BANKS: Wants to Amend Trust Preferred Stock Indenture

FIRSTCARE MEDICAL: Case Summary & 15 Largest Unsecured Creditors
FLAMINGO VILLAGE: Case Summary & 7 Largest Unsecured Creditors
FONAR CORPORATION: Recurring Losses Cue Going Concern Doubt
FONTAINEBLEAU LV: Bank Debt Trades at 81% Off in Secondary Market
FONTAINEBLEAU LV: 5 Ex-Employees Ask for Postpetition Wages

FONTAINEBLEAU LV: Ch. 7 Trustee Seeks to Pay Admin. Expenses
FONTAINEBLEAU LV: Icahn Strips Hotel Rooms, Holds Fire Sale
FRANCISCO PINEDO: Case Summary & 10 Largest Unsecured Creditors
FRANK BIONDOLILLO: Case Summary & 20 Largest Unsecured Creditors
FREDDIE MAC: Amends Executive Management Compensation Program

FREESCALE SEMICON: Bank Debt Trades at 7% Off in Secondary Market
FROZEN ROPES: Case Summary & 14 Largest Unsecured Creditors
GEORGE PAGLIARO: Reorganization Case Converted to Chapter 7
GENERAL GROWTH: New GGP Files Amended Registration Statement
GLOBAL CAPACITY: Plan Confirmation Hearing Set for November 2

GRAND VALLEY: Case Summary & 20 Largest Unsecured Creditors
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 103.67%
HART STREET: Case Summary & 20 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
HERBST GAMING: Bank Debt Trades at 46% Off in Secondary Market

HERITAGE OF AMERICA: Case Summary & 18 Largest Unsecured Creditors
HONOLULU SYMPHONY: Labor Relations Complaint Cue Extension Plea
HOTI ENTERPRISES: Voluntary Chapter 11 Case Summary
HSAD 3949: Plan Outline Hearing Continued Until October 19
HUGO RAMOS, SR.: Case Summary & 17 Largest Unsecured Creditors

IBIO INC: Losses Prompt Going Concern Doubt
IMEDICOR INC: Demetrius & Company Raises Going Concern Doubt
IMPERIAL ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
INX INC: Receives NASDAQ Notice of Non-Compliance
IXI MOBILE: Needs Add'l Capital in Near Future to Continue

J. MALCOME WALKER: Case Summary & 17 Largest Unsecured Creditors
J. V. COOK, SR.: Case Summary & 13 Largest Unsecured Creditors
JAY PATEL: Case Summary & 20 Largest Unsecured Creditors
JDG INVESTMENTS: Plan Confirmation Hearing Set for December 6
JUAN ANDRADE: Case Summary & 2 Largest Unsecured Creditors

K2 PURE: S&P Assigns 'B' Rating to $121.5 Mil. Senior Loan
KEVEN MCKENNA: Judge to Impose Sanctions for Delinquent Filing
KIRKLAND HUTCHESON: Combined Hearing on Plan Set for November 18
KIRKLAND HUTCHESON: Court Tackles Conversion or Dismissal Nov. 18
KRAZO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors

LAGO BUILDERS: Case Summary & 11 Largest Unsecured Creditors
LAS VEGAS SANDS: Bank Debt Trades at 8% Off in Secondary Market
LAS VEGAS SANDS: Bank Debt Trades at 7% Off in Secondary Market
LAWRENCE BUILDING: Filed for Chapter 11 to Block Foreclosure
LEHMAN BROTHERS: Alpine Bank Seeks Lift Stay to Foreclose

LEHMAN BROTHERS: LBSF Commences Suits vs. Wells Fargo, et al.
LEHMAN BROTHERS: LBPF Commences Adversary Proceeding Against NIFA
LEHMAN BROTHERS: LCPI Commences Lawsuits vs. Confluent, et al.
LEHMAN BROTHERS: Amends $6.9 Bil. Lawsuit Against JP Morgan
LEHMAN BROTHERS: To Challenge U.K. Watchdog on Pension Debt

LEVITZ FURNITURE: YA IP Holdings Loses Bid For Injunction
LILO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
MADISON CENTER: Placed Into Receivership
MARMC TRANSPORATION: Files List of 20 Largest Unsecured Creditors
MARTIN NORTHROP: Case Summary & 20 Largest Unsecured Creditors

MCGINNIS LAND: Asks Dec. 31 Plan Filing Exclusivity Extension
MCGINNIS LAND: Court OKs Dec. 9 Auction for All Assets
MCGRATH'S PUBLICK: Court to Consider Plan Confirmation Today
METRO-GOLDWYN-MAYER: Bank Debt Trades at 56% Off
MEXICANA AIRLINES: Minister Sees Little Chance of Saving Airline

MEXICANA AIRLINES: DFWIA, et al., Want to Enforce Aug. 18 Order
MEXICANA AIRLINES: Mexico Court Moves Case to Conciliation Phase
MEXICANA AIRLINES: U.S. Court OKs Reimbursement for JPM
MGM RESORTS: Fitch Gives Positive Outlook; Affirms 'CCC' Rating
MGM RESORTS: S&P Gives Stable Outlook; Affirms 'CCC+' Rating

MIMI'S COOKIES: Case Summary & 11 Largest Unsecured Creditors
MIRA VISTA: Files Schedules of Assets & Liabilities
MIRA VISTA OAK: Files Schedules of Assets & Liabilities
MIREILLE LALANNE: Case Summary & 3 Largest Unsecured Creditors
MOLECULAR INSIGHT: Gets Oct. 22 Waiver Extension from Bondholders

MOVIE GALLERY: Proposes to Examine Lougee & Grosz
MOVIE GALLERY: Proposes to Auction Trademarks on November 9
MOVIE GALLERY: Texas Comptroller, et al., Object to Plan
NBC ACQUISITION: Moody's Junks Corporate Family Rating From 'B3'
NEXT 1: Reports $310,100 Net Income in May 31 Quarter

NICOS POLYMERS: Enters Bankruptcy One Day Before Scheduled Auction
NORTEL NETWORKS: To Challenge U.K Watchdog on Pension Debt
NORTH SUMMIT: Voluntary Chapter 11 Case Summary
OCEAN PARK: Court Extends Plan Filing Exclusivity Until Nov. 2
ODEON VILLAGE: Case Summary & 20 Largest Unsecured Creditors

OMC INC: Wins Injunction to Reinstate Pension Fund
OMNIRELIANT HOLDINGS: Recurring Losses Prompt Going Concern Doubt
OMNOVA SOLUTIONS: S&P Affirms Corporate Credit Rating at 'B'
ORCHARD BRANDS: Golden Gate Said to Tap Moelis to Look for Buyers
OSI RESTAURANT: Bank Debt Trades at 7% Off in Secondary Market

OTTER TAIL: Gets OK to Hire Carl Marks as Financial Advisor
PACIFIC COAST: Case Summary & 20 Largest Unsecured Creditors
PAUL WEISETH: Voluntary Chapter 11 Case Summary
PEARL COS: Seeks More Time to File Exit Proposal
PENDLETON APARTMENTS: Court OKs Frank Monroe as Ch. 11 Trustee

PHARMATHENE INC: Listing Compliance Plan Accepted by the NYSE Amex
PHI GROUP: Kabani & Company Raises Going Concern Doubt
POST APARTMENT: S&P Assigns Ratings on $150 Mil. Senior Notes
PREMIER BANK: Closed; Providence Bank Assumes All Deposits
R. BRADFORD ENGELHARDT: Case Summary & Creditors List

RAFAELLA APPAREL: PwC Raises Going Concern Doubt
RAWLINS LIZANATAY: Case Summary & 20 Largest Unsecured Creditors
RCN CORPORATION: Moody's Assigns 'B2' Rating to Senior Loan
REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
RONALD HOLLEY: Gets No Offer for Stateline Mobile Park

ROTHSTEIN ROSENFELDT: Adler Forfeits NYC Apartment
SE10 W: Files Schedules of Assets & Liabilities
SE10 W: Section 341(a) Meeting Scheduled for Oct. 21
SECURITY SAVINGS: Closed; Simmons First National Assumes Deposits
SENECA GAMING: S&P Gives Negative Outlook; Affirms 'BB' Rating

SIRIUS XM: Adds Over 334,000 Net Subscribers in 3rd Quarter
SIRIUS XM: Note Upsizing Won't Affect S&P's 'B+' Rating
SIRIUS XM: Note Upsizing Won't Affect Moody's 'B3' Rating
SOUTHPEAK INTERACTIVE: Reznick Group Raises Going Concern Doubt
SPIRIT FINANCE: Bank Debt Trades at 12% Off in Secondary Market

STATION CASINOS: Fried Frank Bills $5.018MM in Fees for Apr.-July
STATION CASINOS: Indian Affairs Bureau Accepts 254 Acres of Land
STATION CASINOS: Proposes to Assume HQ Lease With Cole
STEELCASE INC: Improved Operations Cues Moody's Stable Outlook
STEVEN HALLAN: Case Summary & 20 Largest Unsecured Creditors

SUNSET VILLAGE: Case Summary & 20 Largest Unsecured Creditors
SUZANNE CRISTWELL: Case Summary & 13 Largest Unsecured Creditors
TACO DEL MAR: Wins Nod to Sell to Franchise Brands
TERRESTAR CORP: Said to Be Preparing for Prepack Bankruptcy
THOMPSON PUBLISHING: Wins Court Approval to Auction Assets

TOWER AUTOMOTIVE: Cerberus May See $106MM Profit in IPO
TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
TRIBUNE CO: Proposes Levine Sullivan as Special Counsel
TRIBUNE CO: Seeks to Expand Reed Smith Services
TRIBUNE CO: Seeks to Expand Dow Lohnes Services

TTR MATTESON: Gets Court's Interim Nod to Use Cash Collateral
UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $3.1 Bil. Notes
US AIRWAYS: USAPA Expresses Concerns on Pilot Fatigue
US AIRWAYS: Three Executives Promoted September
US AIRWAYS: Tops in DOT Report, Employees Share $3.1MM Bonus

US CENTRAL: Fitch Withdraws 'E' Individual Rating
WARREN MOTEL: Case Summary & Largest Unsecured Creditor
WASHINGTON MUTUAL: Revised Reorganization Plan Faces Objection
WCI COMMUNITIES: Stages Comeback After Chapter 11 Exit
WES CONSULTING: Gruber & Company Raises Going Concern Doubt

WESTBRIDGE BANK: Closed; Midland States Bank Assumes Deposits
WINALTA INC: Gets Unanimous Creditors Nod of Plan of Arrangement
WORKFLOW MANAGEMENT: Arnold & Porter Hiring Facing Objections
XINHUA SPORTS: NASDAQ Panel Grants Request for Continued Listing

* 2010 Bank Failures Now 132 as 2 Missouri Banks, 1 Other Shut
* S&P's Global Corp. Default Tally at 68 So Far in 2010
* Moody's Revises Newspaper Industry Outlook to Negative

* BOND PRICING -- For Week From October 11 - 15, 2010

                            ********

210 LUDLOW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 210 Ludlow Street Corp., a Pennsylvania Corporation
        210 Ludlow Street
        Warren, PA 16365

Bankruptcy Case No.: 10-11850

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Michael Kaminski, Esq.
                  BLUMLING & GUSKY, LLP
                  1200 Koppers Building
                  436 Seventh Avenue
                  Pittsburgh, PA 15219-1425
                  Tel: (412) 227-2500
                  Fax: (412) 227-2050
                  E-mail: mkaminski@blumlinggusky.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-11850.pdf

The petition was signed by John McGraw, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Warren Motel Associates                10-11851   10/08/10


2109 N. LONG: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 2109 N. Long Beach, LLC
        606 E. 8th Street, Suite 301
        Los Angeles, CA 90014

Bankruptcy Case No.: 10-54257

Chapter 11 Petition Date: October 14, 2010

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

Judge: Barry Russell

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

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

The petition was signed by Javid Somekh, managing member.


307 EAST: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 307 East, LLC
          dba Paddy McGee's
        307 East Atlantic Avenue
        Delray Beach, FL 33483

Bankruptcy Case No.: 10-41178

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Grace E. Robson, Esq.
                  Jaclyn A. Gonzalez, Esq.
                  HOUGH ROBSON, PL
                  2450 Hollywood Boulevard, #706
                  Hollywood, FL 33020
                  Tel: (954) 239-4760
                  Fax: (954) 239-4761
                  E-mail: grobson@houghrobson.com
                          jgonzalez@houghrobson.com

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41178.pdf

The petition was signed by Silvio Spallone, manager.


ABITIBIBOWATER INC: Transfers QSPE Interests to Lord Securities
---------------------------------------------------------------
AbitibiBowater Inc. and its units sought and obtained the U.S.
Bankruptcy Court's authority for Bowater Inc. to enter into
settlement agreements for the transfer, conveyance and assignment
of all of its membership interests in three "qualified special
purpose entities" to Lord Securities Corporation or its designated
entity.

The QSPEs, created in connection with three separate timber land
sale transactions that took place in 2001 and 2002 are: Bowater
Catawba Note Holding I LLC, Bowater Catawba Note Holdings II LLC,
and Bowater Saluda Note Holdings LLC.

Bowater Inc. holds 100% of the membership interests in the QSPEs.
Under the Timber Land Sale Transactions, Bowater sold certain
timberlands in exchange for one or more promissory notes executed
by the purchaser -- the Timber Notes -- and secured by letters of
credit and the principal amounts of which are payable in a single
installment in 2016, in the case of the Catawba I and Catawba II
Timberland Sales Transactions; and 2017, in the case of the Saluda
Timberland Sales Transaction.

Following the contribution of the Timber Note and Letter of Credit
to its capital, each QSPE, in separate and unrelated transactions,
subsequently issued senior secured notes secured by a pledge of
the Timber Note and Letter of Credit held by that QSPE and agreed
to pay the income received from the issuer of that Timber Note to
the Noteholders to the extent necessary to pay scheduled principal
and interest and all other obligations due on the Notes issued by
the QSPE.  These are referred to as the QSPE Note Transactions.
Specifically:

  -- Catawba I issued $17,360,000 principal amount of its
     Floating Rate Senior Secured Notes due December 27, 2016;

  -- Catawba II issued $86,805,000 principal amount of its 6.85%
     Senior Secured Notes due December 27, 2016; and

  -- Saluda issued $89,200,000 principal amount of its 6.81%
     Senior Secured Notes due February 17, 2017.

In addition, with respect to Saluda and Catawba II, Bowater agreed
to guaranty payment of a make-whole amount up to an amount equal
to 10% of the aggregate outstanding principal amount of the Notes
issued by that QSPE pursuant to a Limited Guaranty.  These are
referred to as "Make-Whole Guaranties."

With the exception of the Make-Whole Guaranties, the QSPE Notes
and the QSPE Note Transactions are non-recourse to Bowater.  Each
Note Transaction is separate and distinct and the Note
Transactions are not cross-collateralized.

Pursuant to the terms of the Notes and related Note Agreements,
the filing of the voluntary petition under the Bankruptcy Code by
Bowater constituted an event of default under each of the Note
Agreements.  The Note Agreements provide that if an Event of
Default occurs, the Notes are automatically accelerated, becoming
immediately due and payable.  The Noteholders and Collateral Agent
assert they are entitled to: (i) payment of all outstanding
principal plus accrued interest thereon as of the date of the
bankruptcy filing, plus default interest at the then current rate
of interest applicable to the Notes plus 2% from the date of the
bankruptcy filing, and (ii) with respect to certain of the Notes
(Saluda and Catawba II), payment of the Make-Whole Amount.

Notwithstanding the acceleration of the Notes, neither Bowater,
the QSPEs, the Collateral Agent nor the holders of the Notes are
entitled to accelerate the repayment of the Timber Notes nor to
draw upon the Letters of Credit for the repayment of any principal
on the Notes prior to the maturity of the Timber Note secured by
that Letter of Credit; provided that upon non-payment of scheduled
principal or interest on any of the Timber Notes, respectively,
the beneficiary -- now the Collateral Agent as provided in the
relevant documents -- may draw upon the Letter of Credit for the
Missed Payment and as otherwise provided in the Letter of Credit
and relevant documents.

Since the QSPEs have no other assets other than their respective
Timber Note and Letter of Credit pledged as security, the
Collateral Agent and the Noteholders will be unable to collect any
payments on the Notes issued by a QSPE except as payments are made
on the Timber Note held by that QSPE.  The payments made under
each Timber Note are expected to be sufficient to pay the interest
on the Notes secured by the particular Timber Note at the non-
default Rate plus all or a portion of Default Interest payable on
those Notes and, upon the maturity of that Timber Note, the
principal amount of the Notes secured.

Although the Note Agreements for the Catawba II and Saluda Note
Transactions provide that if an Event of Default occurs, the
holders of the Notes are entitled to receive the Make-Whole
Amount, Bowater believes that payment of the Make-Whole Amount,
which is intended to compensate the holders of the Notes for
income lost due to the prepayment of the Notes, would represent a
double recovery for the holders of the Notes since the principal
amount of the Notes will not be prepaid due to the inability to
accelerate the principal amount of the Timber Note securing such
Notes.  The Noteholders and the Collateral Agent dispute this
contention and assert that, under the provisions of the applicable
Note Agreement, the Notes are automatically accelerated as of the
date of the Event of Default, are immediately due and payable and
the Noteholders are also automatically entitled to payment of the
Make-Whole Amount and Default Interest until all Obligations under
the Note Agreement are paid in full.

Given the size of the claims for the Default Interest asserted by
the Noteholders, Bowater has determined that the membership
interests in the QSPEs have no remaining value to its estate.

As a result, Bowater and the Noteholders engaged in a series of
discussions regarding the future of the QSPEs.  At that time, the
Noteholders informed Bowater that they wished to retain the
current transaction structure so that the Notes could remain
outstanding and the Noteholders could continue to receive the
income paid by the issuer of the Timber Notes.  The Noteholders
also assert that claims for significant damages would exist if
Bowater simply abandoned the QSPEs and its obligations under the
Note Agreements.

After a series of negotiations, the Parties agreed to the terms of
the Settlement Agreements that aim to resolve all outstanding
issues related to the Notes.  The Parties agree that:

  (a) all of Bowater's membership interests in Catawba I,
      Catawba II and Saluda will be transferred to Lord
      Securities or its designated entity; and

  (b) all rights, claims, obligations, defenses, counterclaims
      and causes of action with respect to the Make-Whole
      Guaranty and the Make-Whole Amount are reserved without
      prejudice to and with all rights reserved (i) the right of
      the Collateral Agent and/or the holders of the Notes to
      pursue a claim against Bowater in the Debtor's bankruptcy
      case with respect to the Make-Whole Guaranties; and (ii)
      the right of Bowater to contest any claim under any Make-
      Whole Guaranty by the Collateral Agent or the holder of
      any Note.

Full-text copies of the Settlement Agreements are available for
free at http://bankrupt.com/misc/ABH_QSPEsSettlements.pdf

The Debtors note that no objections were asserted against their
request.

The Settlement Agreements balance the risk of litigation with
respect to the Noteholders' potential claims with respect to the
QSPE Notes and the Note Agreements and the abandonment by Bowater
of the QSPEs, while benefiting the Debtors' estates by relieving
Bowater of maintaining subsidiaries in which it has no equity and
which have defaulted on indebtedness in an aggregate principal
amount of $193,365,000, Judge Carey finds.

The Court thus permits the Debtors to take all actions necessary
to implement the Settlement Agreements.

                      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.


ABITIBIBOWATER INC: Sells Bowater Nuway Assets for $4.6 Mil.
------------------------------------------------------------
AbitibiBowater Inc. and its units sought and obtained authority
from the Court for Bowater Nuway Inc. and Bowater Nuway Mid-
States, Inc., to sell approximately 16.3 acres of real property,
equipment and related improvements that constituted Bowater
Nuway's former paper coating facility to True Partners Financial
Services, LLC, for $4,600,000, free and clear of all liens, claims
and interests.

The Assets to be sold include approximately 16.3 acres of land
located at 4400 Highway 51 North, in Covington, Tipton County,
Tennessee; the closed manufacturing building and other
improvements located on the Land; and all of the equipment located
on the land or within the Building.

The Assets cost the Debtors approximately $40,000 per month in
security, payroll, power and similar costs to maintain, according
to Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware.

Bowater Nuway listed the Assets with a full-service commercial
broker, Binswanger Southern Company, in April 2010.  Upon
Binswanger efforts, two letters of intent were considered by the
Debtors.  They finally determined that True Partners' bid
constituted the highest and best offer.

The agreed $4,600,000 Purchase Price will be allocated as
$3,400,000 to the Land and Building and $1,200,000 will be
allocated to the Equipment.

The Assets will be sold on an "as is where is and with all faults"
condition and basis.

A full-text copy of the parties' Purchase Sale Agreement is
available for free at http://bankrupt.com/misc/ABH_NuwayPSA.pdf

The Debtors also sought and obtained permission from the Court to
pay the broker's commission of 6% of the $3.4 million purchase
price of the real property.

The Debtors' broker is retained as a professional under Section
327 of the Bankruptcy Code, the Court ruled.

Mr. Greecher notes that the title commitment of Covington Mill
shows that Bowater Nuway, as seller, does not own fee simple title
to the Property to be sold, but rather has a leasehold interest in
the Property with an option to purchase.  Accordingly, Bowater
Nuway sought and obtained the Court's permission to:

  -- assume and honor a Master Industrial Development Lease
     Agreement dated May 17, 2001 with the Industrial
     Development Board of the Town of Covington, Tennessee; and

  -- exercise its option to purchase the fee simple title under
     the IRB Lease from the Board for a nominal amount of $100,
     thereby obtaining fee simple ownership to convey to True
     Partners.

The Debtors believe that the IRB Lease arises from a tax-
advantaged structure put in place at the time the Covington Mill
was built.  The Debtors further believe that any associated third
party debt has been retired or assigned to the Debtors, and that
accordingly, no third-party funded debt remains outstanding with
respect to this site.  Accordingly, assuming the lease and
exercising the option to purchase is essentially an administrative
act that will enable the Debtors to obtain -- and convey -- fee
simple title to Purchaser, Mr. Greecher notes.

Luc Lachappelle, vice president of Business Support of
AbitibiBowater Inc., filed a declaration to the Court in support
of the Debtors' Motion.  Mr. Lachapelle asserts that sound
business reasons justify the proposed sale as the Debtors will
realize $4.6 million for assets that no longer provide any
commercial value to their operations and at the same time, realize
$40,000 in monthly savings once the Assets are sold.

The Debtors note that as of the filing of their Motion, they have
received informal comments to the proposed form of order from True
Partners.  Accordingly, the parties agreed to a modified proposed
form of order on the Motion, which resolves True Partners'
concerns.  The proposed order clarifies that (i) upon consummation
of the sale, all holders of liens, claims, interests, and
encumbrances against the Debtors and the Assets are enjoined from
asserting those liens, claims and interests against True Partners,
as purchaser; and that (ii) the dismissal of the Chapter 11 cases
will have no effect on the sale of the Assets to True Partners.
The Court approved the proposed order

The Debtors did not receive any other responses or objections to
the Motion by the September 24, 2010 objection deadline.

                      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.


ABITIBIBOWATER INC: Closes on $850 Mil. Senior Notes Offering
-------------------------------------------------------------
AbitibiBowater Inc. announced the closing of the sale of
$850 million aggregate principal amount of 10.25% senior secured
notes due 2018 (the "Notes") in a private placement under Rule
144A and Regulation S (the "Notes Offering").  The Notes were
issued by ABI Escrow Corporation, a wholly owned subsidiary of
AbitibiBowater.  ABI Escrow Corporation will merge with and into
AbitibiBowater in connection with AbitibiBowater's and its
subsidiaries' emergence from creditor protection, which is
expected to occur this fall, subject to confirmation of its U.S.
plan of reorganization.

Proceeds of the Notes Offering have been placed in escrow until
the effectiveness of the plans of reorganization.  The net
proceeds from the sale of the Notes will be used upon emergence
to repay certain existing debt.

Following emergence, the Notes will be senior secured obligations
of AbitibiBowater, will be guaranteed by AbitibiBowater's material
U.S. wholly-owned subsidiaries and will be secured by
substantially all the U.S. assets of AbitibiBowater and the
guarantors and the stock of certain subsidiaries.

The Notes have not been and will not be registered under the
Securities Act or any state securities laws.  Further, the Notes
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements and, therefore, will be subject to substantial
restrictions on transfer. The Offering is being made only to
qualified institutional buyers inside the United States and to
certain non-U.S. investors located outside the United States.

                      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.


AERO-FAB INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aero-Fab, Inc.
        600 - 31st Street
        P.O. Box 3088
        Huntington, WV 25702

Bankruptcy Case No.: 10-30836

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@verizon.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wvsb10-30836.pdf

The petition was signed by Ronald H. Maynard, president.


ALBERT FLORES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Albert Flores
                dba RTA Property Management
               Betty Angelina Flores
               3605 Arcadia Pl
               El Paso, TX 79902

Bankruptcy Case No.: 10-32173

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  Terrace Gardens
                  600 Sunland Park Drive, Bldg 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

Scheduled Assets: $9,223,543

Scheduled Debts: $6,519,607

A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-32173.pdf


ALLY FINANCIAL: Provides Supplemental Guarantor Fin'l Information
-----------------------------------------------------------------
Ally Financial Inc. provided supplemental guarantor financial
information pursuant to Rule 3-10 of Regulation S-X regarding
certain of its subsidiaries that guarantee certain senior
guaranteed notes issued by the Company.

The Company is disclosing condensed consolidating financial
information of the Guarantors in a new footnote to certain of its
previously issued financial statements.  The Company has updated
the historical financial statements contained in its Annual Report
on Form 10-K for the year ended December 31, 2009, as amended by
the Current Report on Form 8-K filed with the SEC on August 6,
2010, to include Note 33 in the Notes to Consolidated Financial
Statements for the periods disclosed within the report.  Ally has
further updated the historical financial statements contained in
its Quarterly Report on Form 10-Q for the period ended June 30,
2010, which was originally filed with the SEC on August 6, 2010,
to include Note 22 in the Notes to Consolidated Financial
Statements for the periods disclosed within the report.

A full-text copy of the Consent of Deloitte & Touche LLP is
available for free at:

               http://ResearchArchives.com/t/s?6c8c

A full-text copy of the Consolidated Financial Statements and
Notes updated to disclose condensed consolidating guarantor
financial information which replaces and supersedes Part II, Item
8 of the 2009 Form 10-K filed with the SEC on February 26, 2010,
as updated by the Form 8-K filed with the SEC on August 6, 2010,
is available for free at:

               http://ResearchArchives.com/t/s?6c8d

A full-text copy of the Consolidated Financial Statements and
Notes thereto updated to disclose condensed consolidating
guarantor financial information which replaces and supersedes Part
I, Item 1 of the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2010, filed with the SEC on August 6, 2010,
is available for free at:

               http://ResearchArchives.com/t/s?6c8e

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  With more than
$176 billion in assets as of June 30, 2010, Ally operates as a
bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


AMERICAN HOMEPATIENT: To Go Private After Highland Buys 100% Stake
------------------------------------------------------------------
Highland Capital Management, L.P., said American HomePatient, Inc.
-- which previously traded as (OTC Bulletin Board: AHOM) --
completed a public-to-private transaction and filed documents with
the SEC to deregister its Common Stock, resulting in American
HomePatient becoming 100% owned by a fund managed by Highland.
This transaction is the culmination of a series of transactions,
including (i) a self-tender of common shares by the Company and
(ii) a restructuring of the Company's senior debt of $216 million
led by Highland that were completed on September 2, 2010.

The American HomePatient transaction is a prime example of
Highland's distressed investment strategy.  As one of the world's
largest investors in U.S. corporate debt, with an investment staff
that monitors more than 2,000 companies across industries,
Highland has a distinct ability to identify attractive investment
opportunities designed to generate above-average returns over
time.

Headquartered in Brentwood, Tennessee, American HomePatient is one
of the nation's largest and most comprehensive respiratory and
service providers to Medicare and Managed Care patients in 33
states.   Founded in 1983, American HomePatient offers respiratory
and infusion therapy, enteral and parenteral nutrition services,
respiratory diagnostic equipment; patient home medical equipment
and related supplies.

Under Highland's ownership, American HomePatient will benefit from
access to the financial and strategic resources necessary to help
the Company realize accelerated, profitable growth.   Using a
structured and proven approach to value creation, Highland will
partner with management to build a long-term competitive advantage
through differentiation in service quality and operational
excellence.

Joseph F. Furlong, President and Chief Executive Officer of the
Company, stated: "We are very pleased to complete this process and
be aligned with an organization such as Highland.  The stability
provided as a result of the restructuring of our senior debt,
coupled with Highland's commitment to our long term success, will
be of great benefit to all of our stakeholders, including
customers, employees and vendors."

"Patients will continue to receive a high standard of care,
physicians and Managed Care Organizations will continue to do
business with a reliable partner and employees can look forward to
expanded career opportunities."

Patrick Daugherty, Head of Private Equity Investments at Highland,
stated: "We are looking forward to working with the management
team at American HomePatient to take advantage of compelling
opportunities in the evolving business of providing home durable
medical equipment.  We believe that American HomePatient is well-
positioned to benefit from the market changes caused by the
government's Competitive Bidding Program.  The combination of the
American HomePatient organization, products and services with our
resources will enhance the Company's long term value and success."

                 About Highland Capital Management

Highland Capital Management, L.P. -- http://www.hcmlp.com/-- is a
SEC-registered investment adviser with approximately $22 billion
of assets under management. It is one of the largest global
alternative fixed income managers, specializing in bank loans,
high yield credit, distressed debt, structured products, real
assets, and long-short equities, with a global geographic reach.

Highland's diversified client base includes public pension plans,
foundations and endowments, corporations, financial institutions,
fund of funds, governments, high net worth individuals, and mutual
fund investors. To best meet the different goals of these
investors, Highland offers a variety of product types, including
credit funds, private equity-style funds, managed separate
accounts, hedge funds, retail mutual funds, and collateralized
loan obligations.  Highland Capital is headquartered in Dallas,
Texas and maintains offices in New York, London and Singapore.

                    About American HomePatient

Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM)
-- http://www.ahom.com/-- is a home health care provider with
operations in 33 states.  Its product and service offerings
include respiratory services, infusion therapy, parenteral and
enteral nutrition, and medical equipment for patients in their
home.

The Company's balance sheet at June 30, 2010, showed
$240.7 million in total assets, $274.4 million in total
liabilities, and a stockholders' deficit of $33.7 million.

As reported in the Troubled Company Reporter on March 8, 2010,
KPMG LLP, in Nashville, Tennessee, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at December 31, 2009, the Company had a net capital deficiency and
had a net working capital deficiency resulting from $226.4 million
of debt that matured on August 1, 2009.


AMERICAN INT'L: Underwriters Could Get $308-Mil. in AIA IPO
-----------------------------------------------------------
Alison Tudor, writing for The Wall Street Journal, reports that
AIA Group Ltd. marked the launch of its up to US$20.6 billion
share sale to Hong Kong-based retail investors on Sunday by
emphasizing its China growth strategy and a renewed push to sell
through the region's banks.  According to the Journal, AIA also
disclosed in a filing Sunday that its initial public offering
could result in US$308 million in fees for the 11 banks involved
with the transaction.

The Journal relates AIA's management has already spent more than a
week on the road gathering pledges from institutional investors to
buy as much as two-thirds of the company from its parent, American
International Group Inc.  "We've had an incredibly enthusiastic
response to this [offer]," AIA Chief Executive Mark Tucker told
journalists via video link from San Francisco, where he is meeting
investors, the report says.

The Journal relates members of the press watch a video screen
showing Mark Tucker, AIA group executive chairman and chief
executive, delivering a presentation to promote the company's
public offering in Hong Kong.  The Journal notes Mr. Tucker batted
aside a question about whether AIG's intention to sell its
remaining third of the company as quickly as possible after the
IPO was dampening demand by saying investors were "clearly aware"
of AIG's plans.  According to a terms sheet seen by The Wall
Street Journal, AIG has agreed not to sell its remaining shares
for at least six months unless granted permission by the banks
handling the offering in the final six months.

The Journal says Mr. Tucker, a British citizen, stressed instead
the opportunities for the pan-regional insurer in Asia's fast-
growing economies.  "My strategy is essentially about organic
growth; we have enormous headroom here," said Mr. Tucker, 52, whom
AIG named head of AIA in July.

AIG is selling AIA shares worth as much as US$20.6 billion.
Retail investors in Hong Kong, where AIA has its Asian
headquarters, have been allotted 10% of AIG's offer and can start
buying the stock Monday.

Citigroup Inc., Deutsche Bank AG, Goldman Sachs Group Inc. and
Morgan Stanley are joint global coordinators for the IPO. AIG has
hired 11 bookrunners to market the offer.

                             About AIG

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

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

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


ARIZONA HEART: Abrazo Health Complete Purchase of Assets
--------------------------------------------------------
Ken Alltucker at the Arizona Republic reports that Abrazo Health
Care completed the purchase of Arizona Heart Institute but Abrazo
did not disclose the purchase price.  Mr. Alltucker says Abrazo
has closed a $32 million acquisition of Arizona Heart Hospital
from North Carolina-based MedCath Corp. and a group of local
physicians.

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

Arizona Heart filed for Chapter 11 bankruptcy protection on
July 30, 2010 (Bankr. D. Ariz. Case No. 10-24062).  C. Taylor
Ashworth, Esq., and Christopher Graver, Esq., at Stinson Morrison
Hecker LLP, assist the Debtor in its restructuring effort.  Ilene
J. Lashinsky, the U.S. Trustee for Region 14, appointed
three members to the official committee of unsecured creditors in
the Debtor's Chapter 11 case.  Debtor disclosed $16,925,342 in
assets and $8,115,541 in debts as of the Petition Date.


ARIZONA LIZANATAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Arizona Lizanatay, L.L.C., An Arizona LLC
          dba Best Western Goodyear Inn
        55 North Litchfield Road
        Goodyear, AZ 85338

Bankruptcy Case No.: 10-33205

Chapter 11 Petition Date: October 14, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Christopher R. Kaup, Esq.
                  TIFFANY & BOSCO, P.A.
                  2525 E. Camelback Road, Suite 300
                  Phoenix, AZ 85016-4237
                  Tel: (602) 255-6000
                  Fax: (602) 255-0103
                  E-mail: crk@tblaw.com

Scheduled Assets: $3,877,671

Scheduled Debts: $5,235,191

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33205.pdf

The petition was signed by Dallas Bligh, member.


AURORA CRUZ: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aurora Yanson Cruz
        7945 Saddletree Court
        Corona, CA 92880

Bankruptcy Case No.: 10-43403

Chapter 11 Petition Date: October 14, 2010

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

Judge: Meredith A. Jury

Debtor's Counsel: Roy C. Dickson, Esq.
                  2323 N. Tustin Avenue, Suite I
                  Santa Ana, CA 92705
                  Tel: (714) 541-8080
                  Fax: (714) 541-8090
                  E-mail: roycd@aol.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-43403.pdf


AVAYA INC: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Avaya Inc. is a
borrower traded in the secondary market at 90.64 cents-on-the-
dollar during the week ended Friday, October 15, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.52 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the credit
facility, which matures on October 26, 2014.  The loan is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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


BALD EAGLE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bald Eagle Properties, LLC
        8498 Malone Drive
        P.O. Box 309
        Webster, WI 54893

Bankruptcy Case No.: 10-17511

Chapter 11 Petition Date: October 11, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: J. David Krekeler, Esq.
                  KREKELER STOTHER, S.C.
                  15 N. Pinckney St
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  E-mail: jdkrek@ks-lawfirm.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb10-17511.pdf

The petition was signed by Keith D. Hobble, member.


BANCO BONSUCESSO: Moody's Assigns 'Ba3' Foreign Debt Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 foreign currency debt
rating to the 10-year subordinated unsecured notes in the amount
of approximately US$ 150 million to be issued by Banco Bonsucesso
S.A.  The outlook on the notes' rating is stable.

Assignments:

Issuer: Banco Bonsucesso S.A.

  -- Subordinate Regular Bond/Debenture, Assigned Ba3

                        Ratings Rationale

The rating agency noted that the subordination of the notes was
taken into consideration by applying a one notch differential off
Bonsucesso's Ba2 global local currency deposit rating, as per
Moody's notching convention.  These notes are subject to the
Central Bank's approval to be qualified as Tier II capital.

The last rating action on Bonsucesso was on September 28, 2010,
when Moody's assigned a bank financial strength rating of D to
Bonsucesso, global local- and foreign-currency deposit ratings of
Ba2 and Not Prime, long- and short-term, respectively; and
Brazilian national scale deposit ratings of A1.br and BR-1, long-
and short-term, respectively.  All ratings were assigned with
stable outlook

Bonsucesso is headquartered in Belo Horizonte, Brazil, with
assets totaling BRL2.0 billion (US$1.13 billion) and equity
of BRL377 million (US$209 million) as of June 30, 2010.


BEAVER BROOK: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Beaver Brook Village, LLC, filed for Chapter 11 protection on Oct.
11, 2010 (Bankr. D. Mass. Case No. 10-45054).  Edward C. Dial,
Jr., Esq., and Jeffrey A. Schreiber, Esq., at The Schreiber Law
Firm, LLC, in Salem, New Hampshire, serves as counsel to the
Debtor.  In its schedules, the Debtor disclosed assets of
$7,892,937 and debts of $11,282,013.

Boston Business Journal reports that Beaver Brook is the developer
overseeing the renovation and management of the mixed-use Beaver
Brook Village project, which is comprised of roughly 50
residential units and 120,000 square feet of retail space in a
former industrial mill in Dracut's business district.

According to Business Journal, the project came online in late
2006 and early 2007 after a number of setbacks and law suits
triggered speculation over possible financial troubles affecting
Gorman Management Trust of Dracut, a person familiar with the
matter said.  Beaver Brook is registered to Gorman Management's
Frank Gorman Jr., which filed for bankruptcy protection in
September 2007.


BETTY WANG: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Betty Wang
        48404 Costa Mesa Terrace
        Fremont, CA 94539

Bankruptcy Case No.: 10-71838

Chapter 11 Petition Date: October 14, 2010

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

Judge: Edward D. Jellen

Debtor's Counsel: Anthony Delas, Esq.
                  FOOTHILL LAW GROUP
                  777 N 1st Street, #325
                  San Jose, CA 95112
                  Tel: (408) 293-0880
                  E-mail: tdelas@foothilllaw.com

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

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-71838.pdf


BICE RESTAURANT: To Close Doors in January; WARN Notice Filed
-------------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that Bice Restaurant on East 54th Street is apparently preparing
to shut its doors early next year.

Crain's reports that the 23-year-old eatery filed a Worker
Adjustment Retraining Notification notice with the Department of
Labor, stating that it will lay off its 82 employees by January,
citing economic reasons.

Crain's notes that the upscale Northern Italian eatery filed the
same notice in 2009 when it could not reach an agreement for a new
contract with Local 100, the union that represents its employees.
But management and union leader Bill Granfield worked out a deal,
in which the union agreed to reduce the number of guaranteed
overtime hours for kitchen staff and regular hours for other
employees among other concessions.

Crain's relates Bice's owner, Roberto Ruggeri said in an interview
last year that the restaurant's revenues were down 30%.

According to Crain's, Juan Galan, an organizer for Local 100, said
the restaurant just invested in a new reservation system and is
always packed.  "We think the WARN notice is a tactic and that he
[Mr. Ruggeri] wants to get out of his labor contract," he said.

The contract between Bice and Local 100 expires in 2012, according
to Mr. Galan.


BLOCKBUSTER INC: Landlords Oppose Lease Rejection Procedures
------------------------------------------------------------
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, jointly inform Judge Burton Lifland that they do
not object to expedited and uniform procedures for the rejection
of the Leases.

The Debtors' proposed procedures and order as drafted, however, do
not adequately address critical landlord concerns and require
modification, Adrienne W. Blankley, Esq., at Katten Muchin
Rosenman LLP, in New York -- adrienne.blankley@kattenlaw.com --
argues, on behalf of the Landlords.  She notes that the Debtors
lease retail space from the Landlords pursuant to unexpired leases
of nonresidential real property at various shopping center
locations.

The rejection of any Lease should not become effective until the
later of surrender and turnover of the Premises, free and clear of
any personal property interests or third party objections, and 10
days after filing of the Rejection Notice, Ms. Blankley contends.
She adds that the rejection procedures should provide for the
removal of all personal property prior to rejection, with all
property left at the Premises after rejection abandoned to the
Landlords, free and clear of claims, encumbrances and interests,
and without any liability to third parties.

Inland US Management, LLC, Inland American Retail Management, LLC,
Inland Southwest Management, LLC, Inland Continental Property
Management Corp., Inland Commercial Property Management, Inc.,
S.R. Weiner & Associates and Levin Management Corporation and
Townview Retail, LLC, also object to the request because the
Effective Date of Rejection is arbitrary, and it is not related to
the surrender of the premises by the Debtors to Inland.

The Debtors should also be required to provide Inland with
information necessary to transfer utilities and other services at
the Premises to Inland, Karen C. Bifferato, Esq., at Connolly Bove
Lodge & Hutz LLP, in Wilmington, Delaware -- kbifferato@cblh.com -
- tells Judge Lifland.  She adds that to avoid any uncertainty,
the Debtors should provide written confirmation to Inland that
they are unequivocally vacating and surrendering the Premises to
Inland as of a specific date.

Publix Super Markets, Inc., contends that the request and proposed
order prohibit counterparty to a lease to set off or otherwise use
any security deposit without authority of the Court or agreement
of the Debtors.  Publix asserts that this prohibition should be
removed entirely because the law currently provides that set-off
is not permitted without obtaining relief from the automatic stay,
and therefore, this provision is not necessary to prevent set-off.

The Gateway, The Branch Plaza, Cortlandt Towne Centre, Prosperity
Shopping Plaza LLC, as assignee of Avtex Partners, Brownstown
Shopping Plaza LLC, assignee of Telegraph/West Shopping Center
Associates, L.L.C., and Wolverine Development Corporation join in
the Landlords' objections.

                       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: Lyme Regis Opposes Payment of Studio Claims
------------------------------------------------------------
Creditor Lyme Regis Partners, LLC, contends that Tribune Co's
request to pay certain prepetition claims of movie studios and
game providers lacks evidentiary support.

"[A]lthough titled as merely a motion to pay the prepetition
claims, the Motion also seeks exculpation for matters that have
not even been disclosed within the record, including fraudulent
transfers that may have occurred to date," Scott A. McMillan,
Esq., at The McMillan Law Firm, APC, in La Mesa, California --
scott@mcmillanlaw.us -- tells the Court.

"The Debtors' efforts to 'play favorites' should be rejected," Mr.
McMillan contends.  "And, rather than being granted more of the
assets to which all creditors are entitled, the so-called
'critical' vendors should be ordered to return the payments they
have already received," he insists.

Lyme Regis, hence, asks the Court to deny the request to provide
the Movie Studios preferential treatment of their prepetition
claims and exculpation of any fraudulent transfers that may have
occurred.  Lyme Regis also asks the Court to direct the Debtors to
supplement the record by providing the supporting evidence, which
is omitted from the request, but needed for an informed decision
on the request.

A final hearing on the request will be held on October 19, 2010.

                         Weil Gotshal Hiring

Aside the payments to studios, Creditor Lyme Regis Partners, LLC,
asks the Court to deny the Debtors' application to employ Weil,
Gotshal & Manges LLP, as their attorneys, saying the firm is not
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.

Scott A. McMillan, Esq., at The McMillan Law Firm, APC, in La
Mesa, California -- scott@mcmillanlaw.us -- alleges that Weil
Gotshal was not entirely candid in its disclosures as it willfully
failed to disclose all connections, which might render it not
disinterested within the meaning of Sections 327(a) and 101(14) of
the Bankruptcy Code.  He contends that the Court should find that
Weil Gotshal is not disinterested because its representation of
other clients will color its independence and impartiality.

                       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: Bexar Asks for Lift Stay to Continue Suit
----------------------------------------------------------
Debtor Blockbuster Distribution, Inc., is a tenant in a retail
shopping center property known as Northwest Plaza Shopping Center,
located at 3606 Fredericksburg Road, San Antonio, in Bexar County,
Texas, pursuant to a lease between it, as lessee, and S & S
Shopping Centers, Ltd., as successor to Spigel Properties, as
landlord.

The lease term, which began in September 1988, was extended in
2009 and will expire on June 30, 2014.

Blockbuster Distribution has subleased a portion of the premises
initially leased in 1998 to Pizza Patron, Inc.

James Gadsden, Esq., at Carter Ledyard & Milburn LLP, in New York
-- bankruptcy@clm.com -- asserts that Bexar County seeks to
acquire fee simple title to the Property by its eminent domain
powers pursuant to Chapter 261 of the Texas Local Government Code
and Chapter 21 of the Texas Property Code.  Bexar County initiated
a condemnation proceeding on May 14, 2010, in an action styled
"County of Bexar, Condemnor v. S & S Shopping Centers, Ltd., et
al., Condemnees" in Probate Court No. 1, in Bexar County, Texas.

Bexar County seeks to acquire the Property for the public purpose
of constructing, operating, repairing, and maintaining a detention
basin to alleviate downstream flooding and improve drainage within
the Woodlawn Lake Area of San Antonio, including an area adjacent
to Woodlawn Lake and across Fredericksburg Road, Mr. Gadsden
contends.  He asserts that this area of San Antonio is notorious
for its floods and the acquisition of the Property is an integral
part of a larger project to alleviate the problem.

Blockbuster Distribution has been properly served in the
Condemnation Proceeding, but has not entered an appearance or
otherwise contested the relief sought by Bexar County, Mr. Gadsden
tells the Court.  He also says that the Debtors' list of
nonresidential leases for rejection did not include the premises
at the Property.  Bexar County, however, was informed that the
Debtors have placed signage at the premises advertising a "store
closing" sale, with the store closing to occur within the next
month.

Bexar County has advised the parties to the Condemnation
Proceeding that tenants would have through the end of January 2011
to vacate the Property.

By this motion, Bexar County asks the Court for a determination
that the Condemnation Proceeding is outside the scope of the stay
by virtue of Section 362(b)(4) of the Bankruptcy Code.
Alternatively, Bexar County asks the Court to modify the stay "for
cause" pursuant to Section 362(d)(1) to permit the Condemnation
Proceeding to go forward to judgment and execution on the
judgment.

The entire premises that are currently occupied by the Debtors as
well as the subleased portion, is included with the scope the
request.

A hearing will be held on October 19, 2010, to consider Bexar
County's request.

                       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)


BROOKFIELD PROPERTIES: S&P Assigns BB+ Rating to Preferred Shares
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' global scale
rating and its 'P-3 (High)' Canadian national scale rating to
Brookfield Properties Corp.'s 5.15% C$300 million cumulative 6.5-
year rate reset preference shares, series P.  The company intends
to use the proceeds for general corporate purposes.  The series P
shares are subject to an initial fixed dividend rate for six-and-
a-half years.  Thereafter, the dividend rate will be reset every
five years at a rate equal to the five-year Government of Canada
bond yield plus 3.00%.  Holders may elect to convert their series
P shares to floating-rate shares (series Q) at certain dates.

In S&P's opinion, the company's strategic announcement to become a
pure-play office REIT (or a REIT that focuses solely on office and
is no longer diversified) overshadows its good second-quarter
operating results.  Brookfield, a Canada-domiciled owner of U.S.
and Canadian office properties, announced plans to acquire an
interest in an Australian office portfolio from related entity
Brookfield Asset Management (A-/Negative/A-2).  The REIT intends
to fund the $1.4 billion acquisition with available liquidity
($763 million revolver fully available) and a BAM-provided bridge
facility.  The bridge facility would be paid off following the
sale of Brookfield's residential land and housing business to
Brookfield Homes (85% owned by BAM), as well as other sources,
including the possible sell-down of its (90%) interest in
Brookfield Office Properties Canada.

Occupancy for Brookfield's managed portfolio remained a healthy
95%, and rents on lease renewals rolled higher (up 8%), resulting
in same-store net operating income growth of 2.6% for the quarter
(excluding nonmanaged properties and foreign exchange impact).
Brookfield prefunded the majority of equity necessary to refinance
its U.S. Office Fund's 2011 debt maturity through the discounted
purchase of $570 million mezzanine debt secured by the portfolio.
Nonetheless, S&P believes anticipated higher costs upon
refinancing and still-challenging releasing prospects due to the
lease expiration of its largest tenant in 2013 may hinder
management's efforts to strengthen fixed-charge coverage measures.

                           Rating List

                    Brookfield Properties Corp.

       Corporate credit rating             BBB/Negative/--

                         Rating Assigned

                   Brookfield Properties Corp.

          C$300 million 5.15% preferred shares, series P

           Global scale                     BB+
           Canadian scale                   P-3 (High)


BROOKLYN NAVY: S&P Downgrades Rating on Senior Debt to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
U.S. electricity and steam producer Brooklyn Navy Yard
Cogeneration Partners L.P.'s senior debt to 'B+' from 'BB'.  S&P
removed the rating from CreditWatch with negative implications,
where S&P placed it on June 24, 2009.

"The downgrade reflects low historic and forecast coverage of
senior debt service," said Standard & Poor's credit analyst Matt
Hobby.

BNYCP is a 220 megawatt-300 MW gas- and oil-fired cogeneration
facility in Brooklyn, N.Y. that can produce up to 1 million pounds
of steam per hour, with a 40-year power and steam purchase
agreement (energy sales agreement) with Consolidated Edison of New
York Inc. (A-/Stable/A-2).  The project provides a relatively
small portion of Con Edison's electricity demand, but a
significant portion (about 15% to 20%) of its steam demand.  BNYCP
also sells a small amount of electricity and steam to the Brooklyn
Navy Yard Development Corp. under a long-term agreement expiring
in 2039 and a very small amount of steam to the nearby Red Hook
Water Pollution Control Plant.  The plant began operations in
November 1996.

The stable outlook reflects S&P's base case forecast that coverage
of senior lien debt service will remain above 1x through the 2016
period, leaving the debt service reserve letters of credit undrawn
and allowing the project to repay any short-term draws on the
working capital facility.  S&P could lower the rating if
significant reductions in liquidity occur or become likely, which
could result from increased maintenance costs or contingent
liabilities that reduce coverage below 1x.  Because the project
benefits from a stable energy sales agreement with a highly rated
offtaker, a return to strong coverage levels could result in a
rating upgrade.


BROWN & BROWN: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brown & Brown Resources, Inc.
        dba Home Nursing & Therapy Services
        14220 North Brook, Suite 700
        San Antonio, TX 78216

Bankruptcy Case No.: 10-53979

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

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

Estimated Debts: $0 to $50,000

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-53979.pdf

The petition was signed by Eduardo J. Guimbarda, president.


BUFFALO PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Buffalo Properties, LLC
          dba Best Western Crossroads Inn
        P.O. Box 910
        Buffalo, WY 82834

Bankruptcy Case No.: 10-33222

Chapter 11 Petition Date: October 14, 2010

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Christopher R. Kaup, Esq.
                  TIFFANY & BOSCO, P.A.
                  2525 E. Camelback Road, Suite 300
                  Phoenix, AZ 85016-4237
                  Tel: (602) 255-6000
                  Fax: (602) 255-0103
                  E-mail: crk@tblaw.com

Scheduled Assets: $2,025,371

Scheduled Debts: $1,917,142

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33222.pdf

The petition was signed by Dallas Bligh, member of Lizanatay
Holdings, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arizona Lizanatay, LLC                10-33205            10/14/10
Lizanatay Holdings, LLC               10-33218            10/14/10
Lizanatay Management Services, LLC    10-33209            10/14/10


CABINET DOOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cabinet Door Company of Texas, Inc.
        1514 Bruce Way
        Seagoville, TX 75159

Bankruptcy Case No.: 10-37222

Chapter 11 Petition Date: October 12, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Ste. 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-37222.pdf

The petition was signed by Berry Bailey, president.


CAPMARK FINANCIAL: Defends $1.5 Billion Loan
--------------------------------------------
Capmark Financial Group Inc. began a push Thursday for a
settlement with secured lenders on a $1.5 billion loan that
unsecured creditors say will divert cash from their stake in the
bankruptcy, Bankruptcy Law360 reports.

Law360 says Capmark General Counsel Thomas Fairfield took the
stand in the U.S. Bankruptcy Court for the District of Delaware to
defend the mortgage servicing firm's decision in May 2009.

                       About Capmark Financial

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

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

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

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

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

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

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


CAPMARK FINANCIAL: Begins Lender Settlement Approval Trial
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capmark Financial Group Inc. held the first day of a
two-day trial October 14 where the bankruptcy judge in Delaware
will decide whether to approve a settlement with secured lenders.
If the judge doesn't sanction the accord, the official committee
of unsecured creditors seeks authority to sue the lenders.

According to Mr. Rochelle, the Committee believes the proper
result would be allowing them to sue lenders for a $1.5 billion
secured loan made 149 days before the Chapter 11 filing in October
2009.  The Committee says loan proceeds were used to pay off
unsecured debt owing to practically the same lenders.  Because the
loan was made more than 90 days before bankruptcy, it's immune
from attack as a preference.  The Committee therefore believes the
security for the loan could be voided as a fraudulent transfer.

Mr. Rochelle notes that if U.S. Bankruptcy Judge Christopher
Sontchi instead decides to approve the settlement, the lenders
will be paid 91% in cash on the $1.5 billion they are owed.  In
addition, the lenders will receive interest and reimbursement of
fees spent in the Chapter 11 case.

Capmark, according to the Bloomberg report, says the settlement
will save at least $108 million and as much as $135 million.  The
lenders are willing to give up 9% in return for not being sued.

                       About Capmark Financial

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

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

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

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

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

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


CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Castaic Partners, LLC
        800 Silverado Street, Suite 301
        La Jolla, CA 92037

Bankruptcy Case No.: 0-53956

Chapter 11 Petition Date: October 13, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: David Gilmore, Esq.
                  GILMORE, WOOD, VINNARD & MAGNESS
                  P.O. Box 28907
                  Fresno, CA 93729
                  Tel: (559) 448-9800

Scheduled Assets: $29,505,000

Scheduled Debts: $23,977,749

The petition was signed by William J. Barkett, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Franchise Tax Board                State Tax                $1,291


CBGB HOLDINGS: Hilly Kristal Estate Owns Intellectual Property
--------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court in
Manhattan on Wednesday ruled that the late CBGB nightclub founder
Hillel "Hilly" Kristal's estate -- not CBGB Holdings LLC -- is the
rightful owner of the legendary punk rock music club's assets,
including its name.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Stuart Bernstein explained in
his opinion how the estate of Hillel Kristal foreclosed the
trademarks and other property before CBGB Holdings' Chapter 11
petition was filed in June.  The estate for Krystal, who was known
as Hilly, also asked Bernstein to dismiss the CBGB Chapter 11 case
on the theory there isn't any property to reorganize.

                    Dismissal Hearing Monday

According to Mr. Rochelle, although Judge Bernstein ruled that
CBGB lost ownership, the judge said there are unresolved issues on
the question of whether to dismiss the Chapter 11 case.  Another
hearing must be held on dismissal, the judge said.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that parties in the case are due back in court Monday,
when Judge Bernstein will consider evidence related to the Kristal
estate's bid to have CBGB Holdings' Chapter 11 case dismissed.

                        About CBGB Holdings

CBGB Holdings LLC purchased the name and copyrights associated
with Manhattan's legendary punk-rock club CBGB in 2008 for $3.5
million.  The purchase price consisted of $1.1 million in cash and
a $2.4 million promissory note secured by the purchased assets.

Dow Jones' Daily Bankruptcy Review says the terms of that note
were designed to essentially unwind the transaction and give the
assets back to the Kristal estate if CBGB Holdings defaulted.  The
Company did so in February, when the note came due and it didn't
pay it off.  The two parties struck a forbearance agreement,
however, which gave CBGB Holdings several additional months to pay
off the loan.  Under that agreement, the Kristal estate was given
the right to foreclose on the assets without further notice if the
note wasn't paid off by the end of the forbearance period.

CBGB Holdings filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 10-13130) on June 11, 2010, to thwart the estate's
attempt to foreclose on the club's assets.  Judge Stuart M.
Bernstein presides over the case.  Kenneth A. Reynolds, Esq., at
McBreen & Kopko, in Jericho, New York, serves as the Debtor's
counsel.  The petition listed $1 million to $10 million in assets
and debts.


CBGB HOLDINGS: Kristal Estate Open to Offers for CBGB Name
----------------------------------------------------------
After a bankruptcy judge ruled that the late CBGB nightclub
founder Hillel "Hilly" Kristal's estate is the rightful owner of
the legendary punk rock music club's assets, including its name,
the estate's attorney said it would be interested in hearing from
potential buyers, Dow Jones' DBR Small Cap reports.

Kristal estate attorney, Fred Stevens, Esq., a partner at Fox
Rothschild LLP, said in an interview Thursday his client is "very
interested in entertaining any offers that will be best for the
brand and Hilly's legacy.

CBGB Holdings LLC purchased the name and copyrights associated
with Manhattan's legendary punk-rock club CBGB in 2008.  CBGB
Holdings filed for bankruptcy on June 11, 2010 (Bankr. S.D.N.Y.
Case No. 10-13130).  Judge Stuart M. Bernstein presides over the
case.  Kenneth A. Reynolds, Esq., at McBreen & Kopko, in Jericho,
New York, serves as the Debtor's counsel.  The Debtor estimated
$1 million to $10 million in assets and debts in its petition.


CHEM RX: Regulators Clear Sale to PharMerica Corp.
--------------------------------------------------
The Associated Press reports that PharMerica Corp. said that
antitrust regulators cleared its proposed purchase of Chem RX
Corp.  PharMerica said a mandatory regulatory review period has
expired.  The company said in September that it would buy Chem Rx
for $70.6 million.

                    About Chem RX Corporation

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

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

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

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


CHEM RX: PharMerica Says HSR Waiting Period Has Expired
-------------------------------------------------------
PharMerica Corporation disclosed that the waiting period under the
Hart-Scott-Rodino Act applicable to the bid to acquire
substantially all of the assets of Chem Rx Corporation has
expired.  The HSR Waiting Period expired without a request for
additional information from the federal antitrust authorities.

The proposed transaction, previously announced on September 27,
2010, remains subject to approval by the Bankruptcy Court, the
satisfaction of the conditions set forth in the purchase agreement
and other regulatory approvals.

                           About PharMerica

PharMerica Corporation is a leading institutional pharmacy
services company servicing healthcare facilities in the United
States.   As of June 30, 2010, PharMerica operated 90
institutional pharmacies in 41 states. PharMerica's customers are
institutional healthcare providers, such as nursing centers,
assisted living facilities, hospitals and other long-term care
providers. The Company also provides pharmacy management services
to long-term care hospitals.

                About Chem RX Corporation

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

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

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

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


CHESAPEAKE HARDWOOD: Taking Bids for Va. Warehouse Property
-----------------------------------------------------------
A notice published in the The Virginian Pilot advises that
Chesapeake Hardwood Products, Inc., is accepting bids for the
purchase and sale of its 445,000 square-foot warehouse property
located on 21 acres at 201 W. Dexter St. in Chesapeake, Va.  Bids
are due by 10:00 a.m. on Nov. 12, 2010. For additional
information, contact Karen Crowley, Esq., at (757) 333-4500 by
telephone or kcrowley@clrfirm.com by e-mail.  In its Schedules of
Assets and Liabilities, the Debtor valued the Dexter Street
Property at $6 million.

Chesapeake Hardwood produces plywood for cabinets, wall paneling
and commercial applications.  The Company sought chapter 11
protection (Bankr. E.D. Va. Case No. 10-70248) on Jan. 20, 2010,
disclosing assets of $6.1 million and debts of $13.6 million,
which include a $2.37 million owed to Wells Fargo Bank.  The
Debtor is represented by Karen M. Crowley, Esq., at Crowley,
Liberatore, & Ryan, P.C., in Chesapeake, Va.


CHRYSLER FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit rating on Chrysler Financial Services Americas
LLC to 'CCC' from 'CCC-' and subsequently withdrew the rating at
the company's request.

S&P also withdrew its issue-level and recovery ratings on the
senior secured first- and second-lien debt that the company has
paid in full and terminated.

The outlook was stable prior to the withdrawal of the rating.

"Chrysler Financial has managed ably the continued winding down of
its legacy portfolio of Chrysler auto receivables over the past
year, with significant reductions in leverage and operating
expenses, while reporting profits," said Standard & Poor's credit
analyst Brendan Browne.  "Although S&P remains uncertain of the
company's ability to successfully enter new business lines, S&P
recognizes that it has improved its financial position, warranting
a change in S&P's counterparty credit rating prior to the
withdrawal of that rating."

The company's new plan to expand into nonprime auto lending and
middle-market commercial lending represents an enormous shift in
strategy, remains in the early stages, and will come with new
risks, in S&P's view.  S&P will continue to monitor the company as
the plan develops and further details emerge.  Currently S&P
believes its success is uncertain, but S&P recognize it has made
some progress in its business plans.

The stable outlook reflected S&P's expectation that the company
will maintain a strong capital and liquidity position and remain
profitable through 2010 while it attempts to cultivate new areas
of business.


CINCINNATI BELL: Sells $500 Million of 8-3/8% Senior Notes
----------------------------------------------------------
Cincinnati Bell Inc. has issued and sold $500,000,000 aggregate
principal amount of its 8 3/8% Senior Notes due 2020.

In connection with the issuance and sale of the Notes, the Company
and certain of its subsidiaries entered into an underwriting
agreement dated as of October 7, 2010, with Barclays Capital Inc.,
as manager for the several underwriters.  Delivery of the Notes
was made under the Underwriting Agreement on October 13, 2010.

The Underwriters or their affiliates have from time to time
provided and may in the future provide investment banking,
commercial banking and financial advisory services to the
Company, for which they have received or will receive customary
compensation.  Affiliates of certain of the Underwriters are
agents and lenders under the Company's senior credit facilities
and will receive a portion of the proceeds from the offering of
the Notes.

In connection with the issuance and sale of the Notes, the
Company and the Guarantors entered into an indenture dated as
of October 13, 2010, by and among the Company, the Guarantors
and The Bank of New York Mellon, as trustee.

The terms of the Notes are governed by the Indenture.  The Notes
will mature on October 15, 2020.  Interest on the Notes accrues at
the rate of 8.375% per annum, payable semiannually in cash in
arrears on each April 15 and October 15, commencing on April 15,
2011.  The Notes and the note guarantees will be unsecured senior
obligations of the Company and the Guarantors, respectively,
will rank equally with all of their existing and future senior
indebtedness, will rank senior to all of their existing and future
senior subordinated and subordinated indebtedness and will be
effectively subordinated to all of their existing and future
secured indebtedness to the extent of the value of the assets
securing such indebtedness.

The Notes and the note guarantees will also be effectively
subordinated to all existing and future obligations of the
subsidiaries of the Company that are not Guarantors.  The Notes
are jointly and severally guaranteed on an unsecured senior
basis by each of the Company's current and future restricted
subsidiaries that is a guarantor under its credit facility. The
Company, at its option, may redeem the Notes in whole or in part
prior to October 15, 2015, by paying 100% of the principal amount
of the Notes, together with accrued and unpaid interest, if any,
plus a "make whole" premium.  The Company may also redeem some or
all of the Notes on or after October 15, 2015, at the redemption
prices set forth in the Notes, plus accrued and unpaid interest,
if any.  In addition, until October 15, 2013, and subject to
certain conditions, the Company may, at its option, redeem up to
35% of the Notes at the redemption price set forth in the
Indenture with the proceeds of certain equity offerings by the
Company.

The Indenture contains certain covenants that, subject to a number
of important exceptions and qualifications, limit, among other
things, the Company's ability and the ability of its restricted
subsidiaries to incur additional indebtedness or issue preferred
stock, create liens, make investments, enter into transactions
with affiliates, sell assets, guarantee indebtedness, declare or
pay dividends or other distributions to shareholders, repurchase
equity interests, redeem debt that is junior in right of payment
to the Notes, enter into agreements that restrict dividends or
other payments from subsidiaries, issue or sell capital stock of
certain of its subsidiaries, and consolidate, merge or transfer
all or substantially all of the Company's assets and the assets of
its subsidiaries on a consolidated basis.

In addition, if the Company experiences specific kinds of changes
in control, holders of the Notes will have the right to require
the Company to purchase their Notes, in whole or in part, at a
price equal to 101% of the principal amount, together with any
accrued and unpaid interest to the date of such purchase.

A full-text copy of the Underwriting Agreement is available for
free at http://ResearchArchives.com/t/s?6c8a

A full-text copy of the Indenture is available for free
at http://ResearchArchives.com/t/s?6c8b

                      About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

The Company's balance sheet at June 30, 2010, showed $2.60 billion
in total assets, $3.22 billion in total liabilities, and
a $642.90 million stockholders' deficit.

                          *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.

In June 2010, when Fitch Ratings downgraded the Issuer Default
Rating to 'B' from 'B+', the rating agency said, "The downgrade
reflects the increase in financial and business risk caused by
Cincinnati Bell's acquisition of privately held data center
operator CyrusOne Networks, LLC, as well as a potentially more
aggressive strategy on the part of CBB to expand its data center
business."

Fitch Ratings has issued its Recovery Rating review of the U.S. &
Canada Telecommunications and Cable sector.  This review includes
an analysis of valuation multiples, EBITDA discounts applied and
detailed recovery worksheets for issuers with a Fitch Issuer
Default Rating of 'B+' or lower in this sector.


CIRCUIT CITY: Settles $19 Million Adversary Case With Active Media
------------------------------------------------------------------
Bankruptcy Law360 reports that Active Media Services Inc., an
advertising broker accused by Circuit City Stores Inc. of
withholding $19 million in payments originally intended to fund
television commercials and other ads prior to the electronic
retailer's bankruptcy, has agreed to pay $3.1 million and provide
Circuit City with more than $7 million in trade credits as part of
a settlement.

                         About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653).
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, fr


CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.84 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.86
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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

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


COMFORCE CORP: Ends CEO's Employment Due to Health Issues
---------------------------------------------------------
COMFORCE Corporation said John C. Fanning's employment as the
Chief Executive Officer of the Company was terminated due to the
condition of his health, which the Board determined to be a
"disability" under the terms of his employment agreement with the
Company.

On that date, the Board appointed Harry V. Maccarrone to serve as
the Company's Chief Executive Officer and appointed Robert F. Ende
to serve as the Company's Chief Financial Officer, a position
formerly held by Mr. Maccarrone.  Mr. Fanning concurred with these
actions.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.


CONSOLIDATED HORTICULTURE: Judge Grants Interim Nod to DIP Loans
----------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge approved a batch
of first-day motions Thursday in Hines Nurseries LLC's bankruptcy,
including $20 million in debtor-in-possession financing to keep
the garden supplier in operation.

Judge Christopher S. Sontchi signed off on the preliminary
requests in the U.S. Bankruptcy Court for the District of
Delaware, allowing Hines to secure the DIP loan from Black
Diamond, Law360 says.

Irvine, California-based Consolidated Horticulture Group LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP serve as counsel to the Debtors.
The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent.
Consolidated Horticulture estimated $100 million to $500 million
in assets and $50 million to $100 million in debts in the
Chapter 11 petition.


COUNTRYWIDE FINANCIAL: Former CEO Mozilo Settle SEC Charges
-----------------------------------------------------------
The Securities and Exchange Commission on Friday said former
Countrywide Financial CEO Angelo Mozilo will pay a record $22.5
million penalty to settle SEC charges that he and two other former
Countrywide executives misled investors as the subprime mortgage
crisis emerged.  The settlement also permanently bars Mr. Mozilo
from ever again serving as an officer or director of a publicly
traded company.

Mr. Mozilo's financial penalty is the largest ever paid by a
public company's senior executive in an SEC settlement.  Mr.
Mozilo also agreed to $45 million in disgorgement of ill-gotten
gains to settle the SEC's disclosure violation and insider trading
charges against him, for a total financial settlement of $67.5
million that will be returned to harmed investors.

Former Countrywide chief operating officer David Sambol agreed to
a settlement in which he is liable for $5 million in disgorgement
and a $520,000 penalty, and a three-year officer and director bar.
Former chief financial officer Eric Sieracki agreed to pay a
$130,000 penalty and a one-year bar from practicing before the
Commission.  In settling the SEC's charges, the former executives
neither admit nor deny the allegations against them.

The penalties and disgorgement paid by Messrs. Sambol and Sieracki
will also be returned to harmed investors.

"[Mr.] Mozilo's record penalty is the fitting outcome for a
corporate executive who deliberately disregarded his duties to
investors by concealing what he saw from inside the executive
suite -- a looming disaster in which Countrywide was buckling
under the weight of increasing risky mortgage underwriting,
mounting defaults and delinquencies, and a deteriorating business
model," said Robert Khuzami, Director of the SEC's Division of
Enforcement.

John McCoy, Associate Regional Director of the SEC's Division of
Enforcement, added, "This settlement will provide affected
shareholders significant financial relief, and reinforces the
message that corporate officers have a personal responsibility to
provide investors with an accurate and complete picture of known
risks and uncertainties facing a company."

The settlement was approved by the Honorable John F. Walter,
United States District Judge for the Central District of
California in a court hearing held today.

The SEC filed charges against Messrs. Mozilo, Sambol, and Sieracki
on June 4, 2009, alleging that they failed to disclose to
investors the significant credit risk that Countrywide was taking
on as a result of its efforts to build and maintain market share.
Investors were misled by representations assuring them that
Countrywide was primarily a prime quality mortgage lender that had
avoided the excesses of its competitors. In reality, Countrywide
was writing increasingly risky loans and its senior executives
knew that defaults and delinquencies in its servicing portfolio as
well as the loans it packaged and sold as mortgage-backed
securities would rise as a result.

The SEC's complaint further alleged that Mr. Mozilo engaged in
insider trading in the securities of Countrywide by establishing
four 10b5-1 sales plans in October, November, and December 2006
while he was aware of material, non-public information concerning
Countrywide's increasing credit risk and the risk regarding the
poor expected performance of Countrywide-originated loans.

In addition to the financial penalties, Messrs. Mozilo and Sambol
consented to the entry of a final judgment that provides for a
permanent injunction against violations of the antifraud
provisions of the Securities Act of 1933 and the Securities
Exchange Act of 1934.  Mr. Mozilo also consented to the entry of a
permanent officer and director bar, and Mr. Sambol consented to
the entry of a three-year bar.

Mr. Sieracki agreed to a permanent injunction from further
violations of Sections 17(a)(2) and 17(a)(3) of the Securities
Act, and consented to a one-year bar under the Commission's Rule
of Practice 102(e)(3).

The SEC investigation that led to the filing and settlement of
this enforcement action was conducted by Michele Wein Layne,
Spencer E. Bendell, Lynn M. Dean, Paris Wynn, and Sam
Puathasnanon. Together with Associate Regional Director John M.
McCoy, that same team has been handling the SEC's litigation.

The SEC has filed many other enforcement actions involving
mortgage-related securities and mortgage-related products linked
to the financial crisis, including:

    * American Home Mortgage (4/28/2009)
    * Reserve Fund (5/05/2009)
    * Evergreen (6/08/2009)
    * New Century (12/07/2009)
    * Brookstreet (12/08/2009)
    * State Street (2/04/2010)
    * Morgan Keegan (4/07/2010)
    * Goldman Sachs (4/16/2010)
    * Farkas/Taylor, Bean & Whitaker (6/16/2010)
    * ICP (6/21/2010)
    * Citigroup (7/29/2010)

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


COYOTES HOCKEY: Reaches Deal in Principle With Hulsizer Group
-------------------------------------------------------------
Peter Busch, reporter at KPHO.co, reports that the city of
Glendale and Hulsizer Group, which is run by Chicago finance
executive Matthew Hulsizer, have agreed in principle on a lease
which would allow the group to acquire the team from the National
Hockey League under the terms the group requested.  The proposed
ownership deal is subject to formal approval by the NHL board of
governers.

The NHL set Dec. 31, 2010, as deadline to complete a deal to keep
the Coyotes in Glendale.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The NHL is in the process of selling the team.


CROWNBROOK ACQUISITION: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Crownbrook Acquisition I, LLC
        286 Madison Avenue
        New York, NY 10017

Bankruptcy Case No.: 10-15346

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Samuel Jason Teele, Esq.
                  LOWENSTEIN SANDLER, P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400
                  E-mail: jteele@lowenstein.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-15346.pdf

The petition was signed by Ronald Schinik, manager.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Crownbrook Debco, LLC                 10-15345            10/13/10
  dba Nicos Polymers Group


CROWNBROOK DEBCO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crownbrook Debco, LLC
          dba Nicos Polymers Group
        730 Bangor Road
        Nazareth, PA 18064

Bankruptcy Case No.: 10-15345

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Samuel Jason Teele, Esq.
                  LOWENSTEIN SANDLER, P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400
                  E-mail: jteele@lowenstein.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-15345.pdf

The petition was signed by Ronald Schinik, manager.


CRYSTAL SPRINGS: Plan Outline Hearing Continued Until October 26
----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona has continued until October 26, 2010, at
2:00 p.m., the hearing to consider adequacy of the information in
the disclosure statement explaining the proposed plan of
reorganization for Crystal Springs Phase I, LLC, and Crystal
Springs Investors, LLC.

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

The Debtors own and operate, through a third party property
manager, Trillium Residential, LLC, and a 400-unit apartment
community in Avondale, Arizona, known as the Crystal Springs
Apartments.

According to the Disclosure Statement, the Plan provides for the
continued operations of their property as a multi-family
apartment community.  The Debtors also intend to retain the same
management team and structure that existed prepetition.  The
Reorganized Debtors will have the authority to retain the brokers,
agents, counsel, or representatives as it deems necessary to
manage, market, or lease the property.

Allowed unsecured claims against CSPI and CSI will be paid in
full, in cash, on the Effective Date.

The Plan will be funded by (a) cash on hand held by the Debtors as
of the Effective Date of the Plan, (b) the New Value contributed
to the Reorganized Debtors by the Contributing CSPI Interest
Holders and Contributing CSI Interest Holders, and (c) continued
operations of the property.

To the extent that there are insufficient funds raised from
Contributing CSPI Interest Holders or Contributing CSI Interest
Holders to satisfy the necessary New Value contribution, the
Debtors will solicit and raise funds from third parties who will
contribute New Value to the Debtors.

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

The Debtors are represented by:

     Mark W. Roth, Esq.
     Philip R. Rudd, Esq.
     Mary B. Martin, Esq.
     POLSINELLI SHUGHART PC
     3636 North Central Avenue, Suite 1200
     Phoenix, AZ 85012
     Tel: (602) 650-2000
     Fax: (602) 264-7033
     E-Mail: mroth@polsinelli.com
             prudd@polsinelli.com
             mmartin@polsinelli.com

                       About Crystal Springs

Headquartered in Phoenix, Arizona Crystal Springs Phase I owns and
operate 400 unit apartment community in Avondale, Arizona known as
the Crystal Springs Apartments.

The Company and Crystal Springs Investors, LLC, filed for
Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz.
Case No. 10-14516).  Mark W. Roth, Esq., at Polsinelli Shughart
P.C., assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.


DAVID D. SMITH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: David D. Smith Construction Inc.
        P.O. Box 236
        Copperas Cove, TX 76522

Bankruptcy Case No.: 10-61276

Chapter 11 Petition Date: October 11, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Craig A. Gargotta

Debtor's Counsel: John A. Montez, Esq.
                  MONTEZ & WILLIAMS, P.C.
                  3809 W. Waco Dr
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700
                  E-mail: jamontez@mwbatty.com

Scheduled Assets: $1,245,800

Scheduled Debts: $1,604,240

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-61276.pdf

The petition was signed by David D. Smith, president.


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 77.68 cents-on-
the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.04
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 24, 2014.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media East

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 90.67 cents-on-
the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.70
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media West

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

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


DOUGLAS HILLEGASS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Douglas J. Hillegass
        9166 Glades Pike
        Berlin, PA 15530

Bankruptcy Case No.: 10-71223

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.com

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

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/pawb10-71223.pdf


E CUBED: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: E Cubed Holdings, LLC
        80 Ark Road
        Lumberton, NJ 08048

Bankruptcy Case No.: 10-41629

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Robert Braverman, Esq.
                  LAW OFFICE OF ROBERT BRAVERMAN, LLC
                  Suite 500, 800 N. Kings Highway
                  Cherry Hill, NJ 08034
                  Tel: (856) 348-0115
                  Fax: (856) 414-1230
                  E-mail: robert@bravermanlaw.com

Scheduled Assets: $3,196,500

Scheduled Debts: $6,432,623

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-41629.pdf

The petition was signed by Scott Eckenhoff, managing member.


EL PRIMO: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: El Primo Foods, Inc.
        608 Monterey Pass Road
        Monterey Park, CA 91754
        Tel: (949) 756-9050

Bankruptcy Case No.: 10-53997

Chapter 11 Petition Date: October 13, 2010

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

Judge: Peter Carroll

Debtor's Counsel: Robert Sabahat, Esq.
                  MADISON HARBOR ALC
                  17702 Mitchell North, Suite 100
                  Irvine, CA 92614
                  Tel: (949) -756-9050
                  Fax: (949) 756-9060
                  E-mail: rsabahat@madisonharbor.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 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-53997.pdf

The petition was signed by Alex Baiseri, chief financial officer.


EMREE GROUP: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Emree Group, LP
        175 Chapell Creek Dr.
        Jackson, TN 38305

Bankruptcy Case No.: 10-13417

Chapter 11 Petition Date: October 7, 2010

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

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  E-mail: marissav@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-13417.pdf

The petition was signed by Okuf, Inc., general partner.


ENRIQUE BLANES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Enrique Antonio Ubarri Blanes
                aka Enriquito Ubarri
               Maria Teresa Baragano Amadeo
                aka Maritere Baragano
                aka Maritere Baragano De Ubarri
               P.O. Box 13398
               San Juan, PR 00908-3398

Bankruptcy Case No.: 10-09495

Chapter 11 Petition Date: October 9, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  ALMEIDA & DAVILA PSC
                  P.O. Box 191757
                  San Juan, PR 00919-1757
                  Tel: (787) 722-2500
                  Fax: (787) 722-2227
                  E-mail: ealmeida@almeidadavila.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-09495.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Haras Santa Isabel, Inc.               10-06672   07/27/10


FAIRPOINT COMMUNICATIONS: Invests $3.5 Mil. on Fleet Upgrade
------------------------------------------------------------
FairPoint Communications, Inc., is upgrading its northern New
England fleet by adding 174 vehicles worth $3.5 million, The
Associated Press reports.

FairPoint entered a $1.8 million deal with Rowe Ford Sales to
purchase 104 vehicles ranging from bucket trucks to Ford Focus,
according to the report.  In another deal with Grappone
Automotive Group, FairPoint bought 70 vehicles for $1.7 million,
the report adds.

                 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.


FELIX SOTO: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Felix Ruiz Soto
               Madeline Soto Santiago
               P.O. Box 1725
               Moca, PR 00676
               Tel: (787) 505-1021

Bankruptcy Case No.: 10-09435

Chapter 11 Petition Date: October 7, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  WINSTON VIDAL LAW OFFICE
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  E-mail: wvidal@prtc.net

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

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

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-09435.pdf


FIFTH THIRD: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned to Fifth Third Processing
Solutions a first-time Corporate Family Rating and Probability of
Default Rating of Ba3.  Concurrently, Moody's assigned a Ba3
rating to FTPS' proposed $150 million senior secured revolving
credit facility and $1.5 billion senior secured first lien term
loan and a B2 rating on the $275 million senior secured second
lien term loan.  The rating outlook is stable.

The ratings were assigned in connection with FTPS' proposed debt
issuance, which will be used to refinance the company's existing
debt and fund the acquisition of National Processing Company,
which was announced on September 15, 2010.  The assigned ratings
are subject to review of final documentation and no material
change in the terms and conditions of the transaction as advised
to Moody's.

                        Ratings Rationale

FTPS' Ba3 CFR reflects the company's moderately high financial
leverage; high dependence to the debit card market, which may be
susceptible to changes from the Dodd - Frank Wall Street Reform
and Consumer Protection Act; integration risks associated with its
proposed NPC acquisition, and the highly competitive merchant
acquiring and financial institution servicing space.

Conversely, the Ba3 CFR is supported by the company's significant
size and strong market positions in electronic commerce and
payment solutions for financial institutions and merchants, which
continues to benefit from the secular shift from cash/check
payment to electronic payments.  The acquisition of NPC will
expand FTPS's merchant base within the small and medium enterprise
segment through the addition of merchants and new sales channels
(e.g., third-party sales organizations, community banks, and VAR
alliance partners).

The rating also considers the company's solid recurring
transaction-based revenue stream, which is supported by the client
referral network of Fifth Third Bancorp (49% owner of FTPS),
multi-year contracts with merchants and financial institutions,
and non-discretionary consumer spending.  FTPS also benefits from
a highly scalable processing platform, which helps to drive high
profit margins and good cash flow generation and liquidity, and a
diverse customer base with minimal customer concentration by size
or vertical industry.

The stable outlook is based on Moody's expectation that FTPS will
likely benefit from an improving economic environment and growth
in consumer spending.  Moody's expect the company to maintain its
strong market position and high profitability through mid-single
digit revenue growth and steady cash flow as its merchant base
expands from the NPC acquisition and the ongoing shift to payment
cards continues.

Pro forma for this transaction, FTPS' leverage as measured by its
adjusted debt to EBITDA will be in the high 4x range based on
financial results for the last twelve months pro forma for the NPC
acquisitions.  Upwards rating pressure could arise if the company
were to, among other things, reduce its debt leverage such that
adjusted debt to EBITDA were to decline to below 3.5x on a
sustained basis.  Downwards rating pressure might occur as a
result of a deterioration in the company's leverage and adjusted
debt to EBITDA were to exceed 5.5x for an extended period of time.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- Ba3

* Probability of Default Rating -- Ba3

* $150 million Senior Secured Revolving Credit Facility -- Ba3
  (LGD-3, 42%)

* $1.5 billion Senior Secured First Lien Term Loan -- Ba3 (LGD-3,
  42%)

* $275 million Senior Secured Second Lien Term Loan -- B2 (LGD-6,
  92%)

Based in Cincinnati, OH, Fifth Third Processing Solutions, with
about $790 million of net revenue for the twelve months ended
September 30, 2010 (pro forma for the acquisition of NPC), is a
full service payment solutions provider servicing financial
institutions' and retailers' credit card, debit card, merchant and
private label programs primarily in North America.  The company is
owned by Advent International (51% ownership) and Fifth Third
Bancorp (49%).


FIFTH THIRD: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Cincinnati-based Fifth
Third Processing Solutions LLC.  The outlook is stable.

At the same time, S&P assigned a preliminary 'BB-' rating to the
company's proposed $150 million senior secured revolving credit
facility and $1.5 billion first-lien term loan, with a preliminary
recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.
In addition, S&P assigned a preliminary 'B-' rating to the
proposed $275 million second-lien term loan, with a preliminary
recovery rating of '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.
The company intends to use proceeds in part to finance the
acquisition of National Processing Co. (B/Stable/--) and to
refinance its existing debt.

"The rating reflects FTPS' leveraged financial profile and S&P's
view that the company's ownership structure is likely to preclude
sustained deleveraging, despite a solid U.S. market position and
consistent operating performance," said Standard & Poor's credit
analyst Alfred Bonfantini.

With net (of processing and transaction fees) pro-forma revenues
approaching $800 million, FTPS provides transaction and payment
processing solutions for merchants, businesses, and financial
institutions.  FTPS is a joint venture of its former parent, Fifth
Third Bank, a subsidiary of Fifth Third Bancorp (BBB/Stable/A-2)
and Advent International (51% owner).  According to the Nilson
Report (March 2010), FTPS is the third-largest U.S. merchant
transaction acquirer, providing payment authorization and
settlement services for a broad base of U.S. merchants.

"The acquisition of NPC will expand FTPS' presence in the small-
to-midsize merchant base, and should enable FTPS to realize
processing economies of scale when the acquisition is fully
integrated," added Mr. Bonfantini.  Merchant services will account
for about 65% of pro forma revenues.  FTPS' remaining revenues
come from debit and ATM card-processing services provided to a
broad base of small (predominantly less than $5 billion in assets)
U.S. banks and credit unions.


FIRST BANKS: Wants to Amend Trust Preferred Stock Indenture
-----------------------------------------------------------
First Banks, Inc., the holding company of First Bank and the
holder of 100% of the common stock of First Preferred Capital
Trust IV, is soliciting consents from the holders of its 8.15%
cumulative trust preferred securities of the Trust.  The Company
is seeking consents to amend:

    (a) the Indenture, dated April 1, 2003, relating to
        the 8.15% Subordinated Debentures due 2033 issued
        by the Company to the Trust;

    (b) the Amended and Restated Trust Agreement, dated
        April 1, 2003, relating to the Trust; and

    (c) the Preferred Securities Guarantee, dated
        April 1, 2003, relating to the Trust Preferred
        Securities.

The terms and conditions of the Consent Solicitation are described
in the Consent Solicitation Statement, dated October 15, 2010.

The Company is soliciting the consents to the Indenture, Trust
Agreement and Guarantee Agreement in order to increase its capital
planning flexibility under the terms of those documents and the
provisions of the indentures, guarantee agreements and trust
agreements relating to its other tranches of trust preferred
securities.  The Proposed Amendments would provide an opportunity
for the Company to improve its capital position and decrease its
level of indebtedness during a period in which it is deferring
interest payments in accordance with the terms of the Indenture.

The Consent Solicitation is scheduled to expire at 5:00 p.m., New
York City time, on November 19, 2010, unless otherwise extended.
If validly executed consents from holders, or their duly
designated proxies, of a majority in aggregate liquidation amount
of the outstanding Trust Preferred Securities are received on or
prior to the Consent Date and not properly revoked, the Proposed
Amendments will be approved.  Consents delivered may be revoked at
any time prior to the earlier of the date on which the Proposed
Amendments are approved or the Consent Date.  The Company intends
to execute the Proposed Amendments promptly following the receipt
of the Requisite Consents.

The Company has engaged D.F. King & Co., Inc., as its solicitation
agent.  Questions and requests for assistance and/or documents
regarding the Consent Solicitation should be directed to the
Solicitation Agent at (800) 290-6426 (toll free) or (212) 269-5550
(banks and brokerage firms).

First Banks' election to exercise its right to defer payment on
$345 million of trust preferred securities was reported in the
Troubled Company Reporter on Aug. 11, 2010,

Based in St. Louis, Mo., First Banks, Inc. --
http://www.firstbanks.com/-- had assets of $8.48 billion at
June 30, 2010, and currently operates 154 branch banking offices
in California, Florida, Illinois and Missouri.  Through its
subsidiary bank, First Bank, the Company offers a broad range of
financial products and services to consumers, businesses and other
institutions.


FIRSTCARE MEDICAL: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Firstcare Medical Center, PC
        1215 E. College St.
        Brownsville, TN 38012

Bankruptcy Case No.: 10-13418

Chapter 11 Petition Date: October 7, 2010

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

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  E-mail: marissav@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-13418.pdf

The petition was signed by Emmanuel Obi, president.


FLAMINGO VILLAGE: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Flamingo Village Corp.
        350 South Ocean Boulevard, #10B
        Boca Raton, FL 33432

Bankruptcy Case No.: 10-41215

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Angelo A. Gasparri, Esq.
                  199 W. Palmetto Park Road, #5
                  Boca Raton, FL 33432
                  Tel: (561) 826-8986
                  E-mail: angelo@drlclaw.com

Scheduled Assets: $1,374,675

Scheduled Debts: $10,118,252

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41215.pdf

The petition was signed by Ella Landau, manager/director.


FONAR CORPORATION: Recurring Losses Cue Going Concern Doubt
-----------------------------------------------------------
Fonar Corporation filed on October 13, 2010, its annual report on
Form 10-K for the fiscal year ended June 30, 2010.

Marcum, LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that Company has suffered recurring
losses from operations, continues to generate negative cash flows
from operating activities, has negative working capital at
June 30, 2010, and is dependent on asset sales to fund its
shortfall from operations.

At June 30, 2010, the Company had a working capital deficit of
approximately $10.0 million and a stockholders' deficiency of
approximately $5.8 million.

The Company reported a net loss of $3.0 million on $31.8 million
of revenue in fiscal 2010, compared to net income of $1.1 million
on $39.7 million of revenue in fiscal 2009.  Included in net
income for fiscal 2009 is a gain of $1.4 million recognized  by
the Company on the sale of a consolidated subsidiary.

The Company's balance sheet at June 30, 2010, showed $21.6 million
in total assets, $27.4 million in total liabilities, and a
stockholders' deficit of $5.8 million.

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

               http://researcharchives.com/t/s?6c85

                     About Fonar Corporation

Melville, N.Y.-based Fonar Corporation (NasdaqCM: FONR)
-- http://www.Fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through Fonar, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.


FONTAINEBLEAU LV: Bank Debt Trades at 81% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Fontainebleau Las
Vegas is a borrower traded in the secondary market at 19.38 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.75
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility, which matures on June 6, 2014.  Moody's has withdrawn
its rating while Standard & Poor's does not rate the bank debt.
The loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

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

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


FONTAINEBLEAU LV: 5 Ex-Employees Ask for Postpetition Wages
-----------------------------------------------------------
Five former employees of Fontaineableau Las Vegas Holdings LLC ask
the U.S. Bankruptcy Court, in separate requests, to allow the
payment of their administrative claim requests and unpaid debts
for earned compensation incurred postpetition.

According to the Debtors' Schedule of Unpaid Debts incurred after
the Petition Date, these are the amounts owed to the Claimants:

     Employee                  Amount
     --------                  ------
     Jason Fjare               $7,720
     Devendra Kumar             6,310
     Andrew Finn                4,755
     John Koch                  4,097
     Patricia Sorensen          1,098
     Stephen Olson                807

The Unpaid Debts are listed in the Debtors' Schedule of Unpaid
Debts as required by Rule 1019(5) of the Federal Rules of
Bankruptcy Procedure and the order converting the cases under
Chapter 11 to cases under Chapter 7 of the Bankruptcy Code.

            M&M Lienholders and JMB Capital Object

The M&M Lienholders and JMB Capital Partners Master Fund, LP,
contend that administrative expenses must be paid from
unencumbered assets of the bankruptcy estates, and are not
expenses to be borne by a secured creditor, citing TNB Financial,
Inc. v. Parker (In re Grimland, Inc.), 243 F.3d 228, 233 (5th Cir.
2001).

Thus, regardless of whether the salary and expenses sought by the
Former Employees are properly allowed under Section 503 of the
Bankruptcy Code, they are not payable from the sale proceeds, but
instead are payable solely from unencumbered assets of the estate,
Philip J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A., in
Boca Raton, Florida, tells the Court.

At this time, it is not clear that the estate has any unencumbered
assets, Mr. Landay notes.  Though the Chapter 7 Trustee
represented in his motion for approval of pro rata allocation of
bond premium that the estate has $3,315,629 in "unencumbered funds
in operating accounts," it is not clear how the estate came to
have $3,315,629 in allegedly unencumbered funds when the Debtors
were required to use approximately $18 million in the Term
Lenders' cash collateral to operate during the Chapter 11
proceedings and had no unencumbered funds prior to the sale of the
Project, he explains.

Mr. Landau says that most likely, the $3,315,629 is in fact funds
remaining from the Icahn Credit Facility, and should therefore, be
added to the proceeds of the sale of the Project, for the benefit
of the secured creditors pursuant to the decision of the District
Court on the appeal of the postpetition financing orders.

Thus, these allegedly unencumbered funds should not be distributed
for payment of administrative expenses until parties-in-interest
have the opportunity to investigate whether the funds should
actually be part of the proceeds of the sale, in which case they
would be fully encumbered, Mr. Landau argues.  He adds that the
Former Employees cannot receive payment for their Chapter 11 work
until the Chapter 7 case is completed or, at a minimum, the estate
has been properly valued for Chapter 7 purposes.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Ch. 7 Trustee Seeks to Pay Admin. Expenses
------------------------------------------------------------
Soneet R. Kapila, the Debtors' Chapter 7 Trustee, seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to pay monthly administrative expenses from the estate of
Fontainebleau Las Vegas LLC not to exceed $5,000 per month.

To recall, Mr. Kapila sought and obtained the Court's authority to
pay reasonable monthly expenses not to exceed $10,000 per month on
a cumulative basis.  However, the Court's order was limited for
four months, and the relief expired on September 14, 2010.

Mr. Kapila asserts that the bankruptcy estate continues to incur
monthly expenses for storage, mail forwarding, records relocation
and other miscellaneous expenses.  He avers that the expenses
associated with the various services are reasonable.

Accordingly, Judge A. Jay Cristol granted the request.

               Court Allows Payment to Via West

In another request, Mr. Kapila sought and obtained the Court's
permission to pay Via West an administrative expense from the
estate of Fontainebleau Las Vegas LLC for $6,430 per month for the
months of July, August and September.

Prior to the conversion of the bankruptcy cases, the Debtors
rented a colocation facility at Via West for $6,430 per month.  A
colocation facility is basically a data storage facility that
allows users to store large amounts of data that can be accessed
24 hours a day, with high levels of support and security.  The
bankruptcy estate continued to incur the monthly expense up and
until September 2010, when Mr. Kapila and his team worked to copy
all of the data on the colocation server, and terminated the
services of Via West.

               Lienholders Seek Reconsideration

The M&M Lienholders and JMB Capital Partners Master Fund, LP,
filed a joint motion for reconsideration of the orders granting
the Chapter 7 Trustee's request to pay (i) administrative expense
to Via West for $6,430, and (ii) monthly administrative expenses
from the estate of Fontainebleau Las Vegas, LLC.

Philip. J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A., in
Boca Raton, Florida, contends that neither M&M and JMB nor any
other party-in-interest was given an opportunity to be heard
because the Orders were entered almost immediately after the
Chapter 7 Trustee filed the requests and uploaded the Orders, and
no hearing was scheduled before the Orders were signed.

The Court should reconsider the Orders under either Rule 59(e) or
Rule 60(b) of the Federal Rules of Bankruptcy Procedure, Mr.
Landau asserts.  He explains that a Rule 59(e) motion may be
granted when there is a need to correct clear error.  He contends
that a mistake was made because the Orders were entered without
giving M&M and JMB and other parties-in-interest an opportunity to
be heard regarding the substance of the requests -- the allowance
and payment of administrative expenses -- as required by the
Bankruptcy Code.

Though Rule 60(b) is applicable to final orders and judgments, M&M
and JMB would be entitled to relief even if the stricter standards
of Rule 60(b) were applied, Mr. Landau avers.  He argues that
though M&M and JMB do not allege that any fraud or misconduct was
perpetrated by the Chapter 7 Trustee, the requests did
misrepresent to the Court, even if unintentionally, that ex parte
relief was appropriate, when it clearly was not.

Mr. Landau further contends, among other things, that the failure
to provide parties-in-interest an opportunity to interpose their
objections on the requests and be heard is an error that
constitutes "any other reason that justifies relief" under Rule
60(b).

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Icahn Strips Hotel Rooms, Holds Fire Sale
-----------------------------------------------------------
Carl Icahn has started selling off beds, dressers, TVs and other
furnishings from the stalled Fontainebleau Casino and Resort, in
Las Vegas, Nevada, Josh Kosman of the New York Post reports.

As previously reported, Mr. Icahn won court approval to buy the
bankrupt and unfinished Fontainebleau Project for $156.1 million
at a hearing held January 27, 2010.  The Project is 70% complete
and sits idle on the Las Vegas Strip.

The move of stripping the hotel rooms one by one is a sign that
Mr. Icahn plans to unload the Project rather than resume
construction, Mr. Kosman reports, citing an unnamed source.
According to the report, the cost to finish the Project could hit
$1.6 billion, excluding furniture.

David Katz, an analyst at Jeffries and Company, was quoted by the
New York Post as saying that if Fontainebleau is selling
furniture, "It suggests Icahn's view is a rapid recovery in Las
Vegas is not at hand."

"I am a believer in a Vegas recovery at some modest trajectory,"
Mr. Katz said.  "There appears to be a wide range of views on what
that trajectory will be," he continued.

                   About Fontainebleau Las Vegas

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

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

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

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


FRANCISCO PINEDO: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Francisco Pinedo
                 dba Francisco & Alba E. Pinedo Family Trust
               Alba E. Pinedo
               1283 Sherwood Drive
               San Marino, CA 91108-1816

Bankruptcy Case No.: 10-53882

Chapter 11 Petition Date: October 12, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES APC
                  16030 Ventura Blvd., Ste 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  E-mail: ilandsberg@landsberg-law.com

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

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

The petition was signed by the Joint Debtors.

Joint Debtors' List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank          Personal Guaranty      $1,783,780
Attn: Ali Sanarabia
21680 Gateway Center Drive,
2nd Fl.
Diamond Bar, CA 91744

FIA Card Service          Business debt          $32,559
P.O. Box 15026
Wilmington, DE 19850

Mini Financial Services   Auto loan              $21,631
BMW Bank of North America
P.O. Box 78066
Phoenix, AZ 85062-8066

Bank of America           Business debt          $18,352

Principal Financial       401(k) Loan            $16,529
Group

Principal Financial       401(k) Loan            $16,473
Group

Bank of America           Business debt          $13,783

Toyota Financial          Auto loan              $11,842
Services

Card Service Center       Consumer debt          $5,540

American Express          Consumer debt          $1,759


FRANK BIONDOLILLO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Frank C. Biondolillo
               Marcia Biondolillo
               5770 Midnight Pass Road, Apartment 604C
               Sarasota, FL 34232

Bankruptcy Case No.: 10-24777

Chapter 11 Petition Date: October 14, 2010

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

Debtors' Counsel: Melody D. Genson, Esq.
                  MELODY D GENSON, PA
                  2750 Ringling Boulevard, Suite 3
                  Sarasota, FL 34237
                  Tel: (941) 365-5870
                  Fax: (941) 365-5872
                  E-mail: melodydgenson@verizon.net

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24777.pd


FREDDIE MAC: Amends Executive Management Compensation Program
-------------------------------------------------------------
Freddie Mac formally known as the Federal Home Loan Mortgage
Corporation amended and restated, on October 11, 2010, with the
approval of the Federal Housing Finance Agency, the company's
Executive Management Compensation Program.

The revised Executive Compensation Program provides the
Compensation Committee of Freddie Mac's Board of Directors with
broader discretion when determining the funding level for the
performance-based portion of Deferred Base Salary for Covered
Officers.  For Deferred Base Salary earned in 2010 and subsequent
years, the funding level for the performance-based portion of
Deferred Base Salary will be based on the Committee's
determination of the company's level of achievement against the
company's short-term incentive scorecard for the performance year
in which the performance-based portion of Deferred Base Salary is
earned; all other relevant internal and external factors and
developments that affect the company's condition and mission
fulfillment; and achievement of significant accomplishments beyond
the STI scorecard objectives or adverse developments. The approved
funding level may be different than the funding level for the
company's STI plan applicable to employees at the level of vice
president and below.

The revised Executive Compensation Program also provides the
Committee with broader discretion when determining the aggregate
amount of funds available for distribution to all Covered Officers
as Target Incentive Opportunity payments.  The aggregate amount of
funds available for distribution may be greater than, less than or
equal to the aggregate Target Incentive Opportunity of all Covered
Officers and will be based on the Committee's determination of the
company's level of achievement against the company's long-term
incentive scorecard objectives for the LTI grant made in the same
calendar year as a Covered Officer's Target Incentive Opportunity;
all other relevant internal and external factors and developments
that affect the company's condition and mission fulfillment; and
achievement of significant accomplishments beyond the LTI
scorecard objectives or adverse developments.  The approved
funding level may be different than the funding level for the
company's LTI plan applicable to employees at the level of vice
president and below.

In addition, for Target Incentive Opportunities for 2010 and
subsequent years, the revised Executive Compensation Program
expressly provides the Committee and the Chief Executive Officer
with broader discretion when determining the portion of these
funds paid to individual Covered Officers.

Under the revised Executive Compensation Program, the actual
amount paid to a Covered Officer for Target Incentive
Opportunities for 2010 and subsequent years can now range from 0%
to 150% of the Covered Officer's Target Incentive Opportunity,
instead of from 0% to 120% as was the case prior to the amendment.
However, in no event can the aggregate amount of Target Incentive
Opportunity payments to Covered Officers exceed the aggregate
amount of funds approved for distribution.  The amounts actually
paid to the individual Covered Officers will be based on:

    i) the aggregate amount of funds approved for distribution;

   ii) an assessment of individual, group or enterprise
       performance; and

  iii) any other relevant factors.

A full-text copy of the Executive Management Compensation Program
is available for free at http://ResearchArchives.com/t/s?6c89

                          About Freddie Mac

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

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


FREESCALE SEMICON: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor Inc. is a borrower traded in the secondary market at
92.63 cents-on-the-dollar during the week ended Friday,
October 15, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.79 percentage points from the previous week, The
Journal relates.  The Company pays 425 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 16,
2016, and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
203 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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

As reported by the Troubled Company Reporter on September 16,
2010, Fitch Ratings affirmed these ratings for Freescale
Semiconductor Holdings I, Ltd.:

  -- Issuer Default Rating at 'CCC';
  -- Senior unsecured notes at 'C/RR6';
  -- Senior subordinated notes at 'C/RR6'.

Freescale carries a B-/Stable/-- corporate credit rating from
Standard & Poor's.  "The rating on Freescale," said Standard &
Poor's credit analyst Lucy Patricola, "reflects S&P's expectation
that the company will continue on its current path to generate
over $800 million of EBITDA for 2010.  S&P expects leverage to
remain high but free cash flow to be slightly positive, preserving
existing cash balances of $1 billion."


FROZEN ROPES: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Frozen Ropes of Chicago, Inc
        6000 W. Touhy Avenue
        Chicago, IL 60646

Bankruptcy Case No.: 10-45897

Chapter 11 Petition Date: October 13, 2010

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Paul M. Bach, Esq.
                  LAW OFFICES OF PAUL M BACH
                  P.O. Box 1285
                  Northbrook, IL 60065
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  E-mail: paul@bachoffices.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-45897.pdf

The petition was signed by Georgia Tountas, president.


GEORGE PAGLIARO: Reorganization Case Converted to Chapter 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
converted the Chapter 11 case of George Rodolfo Pagliaro and
Pamela Jean Pagliaro to one under Chapter 7 of the Bankruptcy
Code.

San Clemente, California-based George Rodolfo Pagliaro and Pamela
Jean Pagliaro, dba Pagliaro Construction Inc., own and operate a
construction company called Pagliaro Constructin, Inc.  The
Company filed for Chapter 11 bankruptcy protection on May 5, 2010
(Bankr. C.D. Calif. Case No. 10-15975).  Vincent Renda, Esq., at
Renda Law Offices PC, assists the Debtors in their restructuring
efforts.  The Debtors estimated their assets and debts at
$10 million to $50 million in their joint petition.


GENERAL GROWTH: New GGP Files Amended Registration Statement
------------------------------------------------------------
General Growth Properties, Inc.'s subsidiary, New GGP, Inc. has
filed an amended registration statement on Form S-11 with the
Securities and Exchange Commission.  GGP has revised its
previously contemplated offering of mandatorily exchangeable notes
prior to the company's emergence from bankruptcy to a post-
emergence offering of common stock.  The company currently expects
to emerge from bankruptcy on or about November 8, 2010.

"With this amended S-11 filing, we draw even closer to the
completion of the successful restructuring of General Growth
Properties," said Adam Metz, chief executive officer of GGP.  "We
are extremely pleased with our progress to date and see a clear
path to confirmation at our court hearing on October 21.  In
addition, we have enhanced our corporate governance policies by
eliminating the staggered board structure at GGP and moving to
annual elections of all directors.  We look forward to completing
these transactions and moving forward as a financially strong,
focused company."

On October 11, 2010, GGP gave notice to The Fairholme Funds,
Pershing Square Capital Management and Teacher Retirement System
of Texas that New GGP preserved the right to repurchase within 45
days after emergence up to 155 million shares of New GGP common
stock to be issued to The Fairholme Funds and Pershing Square and
up to approximately 24.4 million shares of New GGP common stock to
be issued to Teacher Retirement System of Texas with the proceeds
of the offering.

                       About General Growth

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

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

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


GLOBAL CAPACITY: Plan Confirmation Hearing Set for November 2
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the will
convene a hearing on November 2, 2010, at 2:00 p.m. (prevailing
Eastern Time), to consider the confirmation of Global Capacity
Holdco LLC, et al.'s Plan of Reorganization, as amended.

Objections, if any, are due October 26 at 4:00 p.m.  Any party
supporting the Plan may file a reply to any timely filed Plan
objection no later than October 28, at 4:00 p.m.

Ballots accepting or rejecting the Plan must be received on
October 26 at 4:00 p.m., at this address:

     Global Capacity Ballot Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

As reported in the Troubled Company Reporter on August 16, the
Plan contemplates selling Global Capacity's assets to some of its
bondholders and bankruptcy lenders for about $30 million, subject
to higher bids at auction.

Under the Plan, buyers will have their choice of bidding for
substantially all of Global Capacity's assets or all of the new
equity in the restructured company.

TCR reported that Global Acquisition Newco Corp., an entity formed
by several of Global Capacity's bondholders and bankruptcy
lenders, is offering approximately $30 million for the company's
assets.  Two of the bid's several components include $27 million
in debt forgiveness and a pledge to pay in cash any amounts owed
to Downtown Capital under the $3 million bankruptcy loan it's
providing.  Downtown Capital Partners' Downtown CP-CGSY, LLC, is
the Tranche A Lender and DIP Lender.

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

The Debtors are represented by:

     Douglas S. Draper, Esq.
     William H. Patrick, III, Esq.
     HELLER, DRAPER, HAYDEN, PATRICK & HORN, LLC
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130-6103
     Tel: (504) 299-3300
     Fax: (504) 299-3399
     E-mail: ddraper@hellerdraper.com
             wpatrick@hellerdraper.com

     Francis A. Monaco, Jr., Esq.
     Mark L. Desgrosseilliers, Esq.
     WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
     222 Delaware Avenue, Suite 1501
     Wilmington, DE 19801
     Tel: (302) 252-4320
     Fax: (302) 252-4330
     E-mail: fmonaco@wcsr.com
             mdesgrosseilliers@wcsr.com

                   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.


GRAND VALLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grand Valley Lizanatay, LLC
          dba LA Quinta Inn & Suites
        570 Raptor Road
        Fruita, CO 81521

Bankruptcy Case No.: 10-33225

Chapter 11 Petition Date: October 14, 2010

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Christopher R. Kaup, Esq.
                  TIFFANY & BOSCO, P.A.
                  2525 E. Camelback Road, Suite 300
                  Phoenix, AZ 85016-4237
                  Tel: (602) 255-6000
                  Fax: (602) 255-0103
                  E-mail: crk@tblaw.com

Scheduled Assets: $3,690,398

Scheduled Debts: $4,893,572

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33225.pdf

The petition was signed by Dallas Bligh, member of Lizanatay
Holdings, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arizona Lizanatay, LLC                10-33205            10/14/10
Buffalo Propertis, LLC                10-33222            10/14/10
Lizanatay Holdings, LLC               10-33218            10/14/10
Lizanatay Management Services, LLC    10-33209            10/14/10


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 103.67%
-------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
103.67 cents-on-the-dollar during the week ended Friday,
October 15, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.00 percentage points from the previous week, The
Journal relates.  The Company pays 750 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 23,
2016, and carries Moody's Caa1 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
203 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

Harrah's Entertainment, Inc., reported its financial results for
the first quarter March 31, 2010, showing a $193.6 million net
loss on $2.19 billion of net revenues for quarter ended March 31,
2010, compared with a $127.5 million net loss on $2.25 billion of
net revenues for the same period a year earlier.  At March 31,
2010, the Company had $29.26 billion of total assets, $27.73
billion of total liabilities, $1.53 billion in stockholders'
equity.  The March 31 balance sheet showed strained liquidity with
$1.67 billion in total current assets against $1.82 billion of
total current liabilities.

Harrah's carries 'Caa3' corporate family and probability of
default ratings, with "positive outlook", from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with "stable"
outlook, from Standard & Poor's.


HART STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hart Street Lizanatay, LLC
          dba Super 8 Motel
        655 E. Hart Street
        Buffalo, WY 82834

Bankruptcy Case No.: 10-33234

Chapter 11 Petition Date: October 14, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Christopher R. Kaup, Esq.
                  TIFFANY & BOSCO, P.A.
                  2525 E. Camelback Road, Suite 300
                  Phoenix, AZ 85016-4237
                  Tel: (602) 255-6000
                  Fax: (602) 255-0103
                  E-mail: crk@tblaw.com

Scheduled Assets: $1,506,402

Scheduled Debts: $3,980,572

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:

The petition was signed by Dallas Bligh, member of Lizanatay
Holdings, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arizona Lizanatay, LLC                10-33205            10/14/10
Buffalo Propertis, LLC                10-33222            10/14/10
Grand Valley Lizanatay, LLC           10-33225            10/14/10
Lizanatay Holdings, LLC               10-33218            10/14/10
Lizanatay Management Services, LLC    10-33209            10/14/10
Rawlins Lizanatay, LLC                10-33228            10/14/10


HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 81.72 cents-on-
the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.71
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 26, 2014, and carries
Moody's Caa1 rating and Standard & Poor's CCC+ rating.  The loan
is one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

Hawker Beechcraft Acquisition Company LLC reported a net loss
of $63.4 million on $568.2 million of total sales for the
three months ended March 28, 2010, compared with net income of
$53.1 million on $537.6 million of sales for the three months
ended March 29, 2009.  The Company's balance sheet at March 28,
2010, showed $3.41 billion in total assets, $3.36 billion in total
liabilities, and stockholders' equity $56.5 million.


HERBST GAMING: Bank Debt Trades at 46% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 53.83 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.72
percentage points from the previous week, The Journal relates.
The Company pays 187.5 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Dec. 8, 2013.  Moody's has
withdrawn its rating, while Standard & Poor's does not assign a
rating, on the bank debt.  The loan is one of the biggest gainers
and losers among 203 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

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

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

                        About Herbst Gaming

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

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

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


HERITAGE OF AMERICA: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Heritage of America
        P.O. Box 4699
        Yuma, AZ 85366

Bankruptcy Case No.: 10-32873

Chapter 11 Petition Date: October 13, 2010

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Steven M. Cox, Esq.
                  WATERFALL ECONOMIDIS CALDWELL ET AL
                  Williams Center, Eighth Floor
                  5210 E. Williams CR
                  Tucson, AZ 85711
                  Tel: (520) 790-5828
                  Fax: (520) 745-1279
                  E-mail: smcox@wechv.com

Scheduled Assets: $1,001,560

Scheduled Debts: $4,065,457

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-32873.pdf

The petition was signed by Thomas Kiley


HONOLULU SYMPHONY: Labor Relations Complaint Cue Extension Plea
---------------------------------------------------------------
Pacific Business Journal of Honolulu reports that Honolulu
Symphony Society asked for an extension because of a complaint
filed with the National Labor Relations Board by the Musician's
Association of Hawaii.

According to Business Journal, a person with knowledge of the
matter said, how the complaint is resolved will affect the
organization's proceeding with its so-called Way Forward Plan.

The Journal relates that the request for extension has yet to be
approved by the court.  A hearing is set for Dec. 13, 2010, to
consider the Company's request.  Objections to the request are due
Nov. 29, 2010.

Honolulu Symphony filed for Chapter 11 on Dec. 18, 2009 in its
hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are
less than $500,000 while debt exceeds $1 million.  The symphony
blamed the filing on a decline in donations which left the
orchestra unable to cover costs, since ticket sales represent only
30% of the budget.  The symphony said it would use Chapter 11 to
reorganize fundraising activities.


HOTI ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hoti Enterprises, LP
        8 Old Woods Drive
        Harrison, NY 10528

Bankruptcy Case No.: 10-24129

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  RATTET, PASTERNAK & GORDON-OLIVER, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: ago@rattetlaw.com

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

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

The petition was signed by Victor Dedvukaj, president of corporate
general partner, Hotel Realty Mgt. Co., Inc.

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


HSAD 3949: Plan Outline Hearing Continued Until October 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
continued until October 19, 2010, at 10:00 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining HSAD 3949
Lindell, Ltd.'s proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan contemplates the
reorganization of the apartment complex in St. Louis, Missouri
known as 3949 Lindell Apartments.

The Plan also provides for, among other things:

   -- the payment in full of all allowed secured claims, including
      GB St. Louis' claim, from the operations of the property;

   -- the payment in full of all allowed unsecured claims from the
      operations of the property, contributions of the partners,
      and recoveries on causes of action after payment of allowed
      secured, priority and administrative claims; and

   -- the retention by equity security of their interests in the
      Debtor in return for their contributions of funds necessary
      to pay allowed administrative claims and allowed general
      unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/HSAD3949_DS.pdf

The Debtor can be reached at:

     Frank J. Wright, Esq.
     Paul B. Geilich, Esq.
     C. Ashley Ellis, Esq.
     Gogi Malik, Esq.
     WRIGHT GINSBERG BRUSILOW P.C.
     14755 Preston Road, Suite 600
     Dallas, Texas 75254
     Tel: (972) 788-1600
     Fax: (972) 239-0138

                       About HSAD 3949 Lindell

HSAD 3949 Lindell, Ltd., is a Texas limited partnership with its
principal place of business located in Dallas, Texas.  The
Company's general partner is HSAD 3949 Lindell GP, Inc., a Texas
Corporation.  The Company owns a four-story luxury apartment
complex in St. Louis, Missouri.

The Company filed for Chapter 11 bankruptcy protection on June 1,
2010 (Bankr. N.D. Tex. Case No. 10-33986).  Frank Jennings Wright,
Esq., at Wright Ginsberg Brusilow P.C., assists the Debtor in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.


HUGO RAMOS, SR.: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hugo Ramos, Sr.
        P.O. Box 697
        San Leandro, CA 94577

Bankruptcy Case No.: 10-71819

Chapter 11 Petition Date: October 13, 2010

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

Judge: Randall J. Newsome

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  ABDALLAH LAW GROUP
                  980 9th Street, 16th Floor
                  Sacramento, CA 95814
                  Tel: (916)446-1974
                  E-mail: mitch@abdallahlaw.net

Scheduled Assets: $1,761,077

Scheduled Debts: $2,603,835

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-71819.pdf


IBIO INC: Losses Prompt Going Concern Doubt
-------------------------------------------
iBio, Inc., filed on October 13, 2010, its annual report on Form
10-K for the fiscal year ended June 30, 2010.

J. H. Cohn LLP, in Eatontown, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred a net
loss and negative cash flows from operating activities for the
year ended June 30, 2010, and has an accumulated deficit and
negative working capital as of June 30, 2010.

As of June 30, 2010, the Company had a working capital deficiency
of $2.83 million, and an accumulated deficit of $13.52 million.

The Company reported a net loss of $6.08 million in fiscal 2010,
compared to a net loss of $1.91 million in fiscal 2009.

Sales and cost of goods sold for the year ended June 30, 2010,
were both zero as compared to $1.18 million and $500,835,
respectively, for the comparable period in 2009.  The decreases in
sales of $612,000 and cost of goods sold of $500,835 were
attributable to the discontinuance of sales of nutritional
supplements effective April 1, 2009.  Effective on that date, the
Company licensed that technology and transferred all such customer
relationships to a subsidiary of its former parent in
consideration for a royalty on future sales.  The remaining
decrease in sales of $565,000 related to the conclusion of an
advisory service project with FhCMB in connection with the pilot
plant.

Research and development expense for the year ended June 30, 2010,
was $2.52 million compared to $797,400 for the comparable period
in 2009.

General and administrative expense for the year ended June 30,
2010 was $2.07 million compared to $1.80 million in 2009.

Other income (expense) for the year ended June 30, 2010, was an
expense of $1.49 million compared to income of $20,424 the
comparable period in 2009.

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

               http://researcharchives.com/t/s?6c84

                         About iBio Inc.

Newark, Del.-based iBio, Inc. (OTC BB: IBPM) --
http://www.ibioinc.com/-- is a biotechnology company focused on
commercializing its proprietary technology, the iBioLaunch(TM)
platform, for the production of biologics including vaccines and
therapeutic proteins.  Vaccine candidates presently being advanced
on the Company's proprietary platform are applicable to newly
emerging strains of H1N1 swine-like influenza and H5N1 for avian
influenza.


IMEDICOR INC: Demetrius & Company Raises Going Concern Doubt
------------------------------------------------------------
iMedicor, Inc., filed on October 13, 2010, its annual report on
Form 10-K for the fiscal year ended June 30, 2010.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
operating losses since its inception and has a net working capital
deficit.

The Company reported a net loss attributable to common
shareholders of $11.5 million on $165,132 of revenue in fiscal
2010, compared to a net loss of $8.1 million on 347,096 of revenue
in fiscal 2009.

The Company is projected to continue to operate at a loss until
late in fiscal 2011.

The Company's balance sheet at June 30, 2010, showed $5.1 million
in total assets, $8.7 million in total liabilities, and a
stockholders' deficit of $3.6 million.

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

               http://researcharchives.com/t/s?6c83

                       About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.


IMPERIAL ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Imperial Elevator Services, Inc.
        6650 N. Northwest Highway, Suite 106
        Chicago, IL 60631

Bankruptcy Case No.: 10-45808

Chapter 11 Petition Date: October 13, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Joseph E. Cohen, Esq.
                  COHEN & KROL
                  105 West Madison, Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300
                  E-mail: jcohen@cohenandkrol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-45808.pdf

The petition was signed by James E. Druffel, president.


INX INC: Receives NASDAQ Notice of Non-Compliance
-------------------------------------------------
INX Inc. disclosed receipt of a determination letter from the
NASDAQ Listing Qualifications Staff, dated October 11, 2010,
advising that the Company remains non-compliant with the
requirements for continued listing on The NASDAQ Global Market due
to its failure to timely file its Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, and its Quarterly Reports
on Form 10-Q for the quarters ended March 31, and June 30, 2010,
with the Securities and Exchange Commission.  As a result, the
notice indicates that the Company's common stock is subject to
delisting from NASDAQ unless the Company requests a hearing before
a NASDAQ Listing Qualifications Panel.

Accordingly, the Company intends to timely request a hearing
before the Panel. The Company's request for a hearing will
automatically stay any delisting action through at least
November 2, 2010. In connection with its request for a hearing,
the Company will request that the Panel continue the stay of
delisting until the conclusion of the hearing process.

Following the hearing, the Panel has the authority under the
NASDAQ Listing Rules to grant the Company an exception within
which to regain compliance with the filing requirement for a
period not to exceed April 11, 2011.  However, there can be no
assurance that the Panel will grant the Company a stay of the
Staff's delisting determination until the conclusion of the
hearing process or that it will grant the additional time
requested by the Company to regain compliance with NASDAQ's filing
requirement.

As previously announced, the Company identified historical
accounting errors that require a restatement of its financial
statements reported on Form 10-K/A for the year ended December 31,
2008, the financial statements reported on Form 10-Q/A for the
quarterly period ended March 31, 2009 and the financial statements
reported on Form 10-Q for the quarterly periods ended June 30,
2009 and September 30, 2009.  Due to the review and analysis of
these errors, the Company was unable to timely file the periodic
reports for the fiscal year ended December 31, 2009, and the
subsequent reports for the quarterly periods ended March 31 and
June 30, 2010. The Company continues to work towards the
completion of all of the periodic reports and intends to make all
necessary filings as soon as possible.

                            About Inx Inc.

INX Inc. (INXI 6.10, +0.24, +4.10%)  is a leading U.S. provider of
IP communications and data center solutions for enterprise
organizations. INX offers a suite of advanced technology solutions
focused around the entire lifecycle of enterprise IP network
communications and data center infrastructure. Services are
centered on the design, implementation and support of network
infrastructure, including routing and switching, wireless,
security, unified communications, and data center solutions such
as storage and server virtualization. Customers include enterprise
organizations such as corporations, as well as federal, state and
local governmental agencies. Additional information about INX can
be found on the Web at www.INXI.com.


IXI MOBILE: Needs Add'l Capital in Near Future to Continue
----------------------------------------------------------
IXI Mobile Inc. said it could not timely report its quarterly
report on Form 10-Q for the period ended Sept. 30, 2010, with the
Securities and Exchange Commission.

According to the Company, as a result of the initiation of several
strategic measures intended to refocus the Company's activities
and to reduce operating costs, the Company has not finalized its
financial statements for the quarter ended September 30, 2008, for
the year ended December 31, 2008, for the quarters ended March 31,
2009, June 30, 2009 or September 30, 2009, for the year ended
December 31, 2009, and for the quarters ended March 31, 2010, June
30, 2010 and September 30, 2010.  The Company's auditors have not
finalized their review or audit of these financial statements and
the Company is not currently in a position to estimate the results
for the interim periods or the year end periods for which these
reports have not been filed.

The Company believes that it will need to raise additional capital
in the near future in order to continue as a going concern, and
there can be no assurance that it will be successful in doing so
or that, even if the Company is able to raise additional capital,
the capital will be sufficient to allow the Company to continue as
a going concern.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

IXI Mobile Inc.'s consolidated balance sheet at June 30, 2008,
showed $29,504,000 in total assets, $40,856,000 in total
liabilities, and $11,352,000 in stockholders' deficit.

IXI Mobile has yet to file its financial reports for 2009 and
2010.


J. MALCOME WALKER: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: J. Malcome Walker
        7059 West 900 South
        Brookston, IN 47923

Bankruptcy Case No.: 10-41021

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Hammond Division at
       Lafayette)

Judge: Judge Robert E. Grant

Debtor's Counsel: Alfred E. McClure, Esq.
                  MCCLURE & O'FARRELL
                  210 Meijer Drive, Suite C
                  Lafayette, IN 47905
                  Tel: (765) 446-8228
                  E-mail: almcclureecf@aol.com

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

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-41021.pdf


J. V. COOK, SR.: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J. V. Cook, Sr.
          aka J.V. Cook, Inc.
        7329 Southwick
        Frankfort, IL 60423-8721

Bankruptcy Case No.: 10-46027

Chapter 11 Petition Date: October 14, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Marlin E. Kirby, Esq.
                  LAW OFFICE OF MARLIN E. KIRBY
                  675 Lake Street, Suite 136
                  Oak Park, IL 60301-1473
                  Tel: (708) 848-0510
                  Fax: (708) 848-0217
                  E-mail: mkirbyesq1@aol.com

Scheduled Assets: $907,500

Scheduled Debts: $1,035,590

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-46027.pdf


JAY PATEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Jay Patel
                aka Jayantifbhai Parbhuhai Patel
                aka Bullhead City Inn & Suites
                aka Travelers Inn Of Bullhead City AZ
                aka Patel Inns
               Jasumati Jayantibhai Patel
                aka Jesse Patel
               1616 Hwy 95
               Bullhead City, AZ 86442

Bankruptcy Case No.: 10-32544

Chapter 11 Petition Date: October 8, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Michael Reddig
                  REDDIG LAW OFFICE
                  P.O. Box 22143
                  Flagstaff, AZ 86002
                  Tel: (928) 774-9544
                  Fax: (928) 774-2043
                  E-mail: reddiglaw@gmail.com

Scheduled Assets: $1,033,300

Scheduled Debts: $3,332,435

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb0-10-32544.pdf


JDG INVESTMENTS: Plan Confirmation Hearing Set for December 6
-------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina will convene a hearing on
December 6, 2010, at 1:00 p.m. to consider the confirmation of JDG
Investments, Inc.'s Plan of Reorganization.

Ballots, accepting or rejecting the Plan and any objections to the
Plan confirmation are due November 29.

According to the Disclosure Statement, the payments and
distributions made pursuant to the Plan will be in full and final
satisfaction of any and all claims against, and interest in, the
Debtor.  The Debtor will make payments under the Plan from funds
generated by and through the liquidation of its residential real
estate.

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

The Debtor is represented by:

     Jason L. Hendren, Esq.
     Rebecca F. Redwine, Esq.
     HENDREN & MALONE, PLLC
     4600 Marriott Drive, Suite 150
     Raleigh, NC 27612
     Tel: (919) 573-1422
     Fax: (919) 420-0475
     E-mail: jhendren

                      About JDG Investments

Selma, North Carolina-based JDG Investments, Inc., filed for
Chapter 11 bankruptcy protection on July 8, 2010 (Bankr. E.D.N.C.
Case No. 10-05450).  Jason L. Hendren, Esq., at Hendren & Malone,
PLLC, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


JUAN ANDRADE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Juan Jose Andrade
        600 W. Fairview Boulevard
        Inglewood, CA 90302

Bankruptcy Case No.: 10-54131

Chapter 11 Petition Date: October 14, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: Dionne M. Marucchi, Esq.
                  LAW OFFICE OF DIONNE M. MARUCCHI
                  9829 Carmenita Road, Suite H
                  Whittier, CA 90605
                  Tel: (562) 445-8030
                  Fax: (626) 444-8695
                  E-mail: dionnemateos@gmail.com

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

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

A list of the Debtor's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-54131.pdf


K2 PURE: S&P Assigns 'B' Rating to $121.5 Mil. Senior Loan
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to K2
Pure Solutions NoCal L.P.'s $121.5 million senior secured term
loan maturing 2015.  The recovery rating on the term loan is '2',
indicating the expectation for a substantial (70% to 90%) recovery
in the event of default.  The outlook is stable.

K2 is a special-purpose entity formed to build, own, and operate a
chlor-alkali chemical plant in Pittsburg, Calif.  The project is
indirectly owned by K2 Pure Solutions, which is indirectly owned
by Centre Partners and K2's executive management team.  S&P rates
K2 using Standard & Poor's project finance criteria.


KEVEN MCKENNA: Judge to Impose Sanctions for Delinquent Filing
--------------------------------------------------------------
Gregory Smith at the Providence Journal reports that a federal
bankruptcy judge said it plans to punish Keven A. McKenna, Esq.,
for being tardy in providing required information in his Chapter
11 reorganization of Keven A. McKenna Law Firm's finances.

The judge said it will impose monetary or other sanctions against
Mr. McKenna and the firm and will determine the nature and amount
of these sanctions at a later date, says Mr. Smith.

Keven A. McKenna owns Keven A. McKenna Law Firm.  Mr. McKenna
disclosed $751,000 in assets and $45,700 in liabilities in his
bankruptcy petition.  His firm estimated debts of between $100,000
and $500,000.  Mr. McKenna's case was dismissed but his personal
bankruptcy protection claim remains active as he continues to
fight a Workers' Compensation Court order that he pay his former
paralegal Summer D. Stone for injuries.


KIRKLAND HUTCHESON: Combined Hearing on Plan Set for November 18
----------------------------------------------------------------
The Arthur B. Federman of the U.S. Bankruptcy Court for the
Western District of Missouri will convene a combined hearing on
November 18, 2010 at 8:30 a.m., to consider the final approval of
Kirkland Hutcheson, LLC's Disclosure Statement, and the
confirmation of the proposed Plan of Reorganization.

November 15, is fixed as the deadline for objections to the
disclosure statement or plan confirmation, and ballots accepting
or rejecting the Plan.

As reported Troubled Company Reporter on June 15, 2010, the Plan
proposes to pay secured creditors in full.  Holders of general
unsecured claims will be paid pro rata quarterly payment of
10 cents on the dollar of each allowed claim over 60 months.
Holders of equity interests wont' receive anything.

A full-text copy of the amended Disclosure Statement is available
for free at:

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

The Debtor is represented by:

     David E. Schroeder, Esq.
     1524 E. Primrose, Suite A
     Springfield, MO 65807
     Tel: (417) 890-1000
     Fax: (417) 886-8563
     E-mail: bk1@dschroederlaw.com

                  About Kirkland Hutcheson, LLC

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  David E. Schroeder,
Esq., assists the Debtor in its restructuring effort. The Company
estimated assets at $10 million to $50 million in assets and
liabilities at $10 million to $50 million.


KIRKLAND HUTCHESON: Court Tackles Conversion or Dismissal Nov. 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
has rescheduled to November 18, 2010, at 8:30 a.m., the hearing to
consider the U.S. Trustee's request to dismiss or convert Kirkland
Hutcheson, LLC's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.  The hearing was originally scheduled for
October 21.

As reported in the Troubled Company Reporter on September 23,
according to Nancy J. Gargula, the U.S. Trustee for Region 13,
the Debtor failed to file an amended plan and disclosure statement
despite being ordered by the Court to file an amended plan.  The
Court previously denied confirmation of Debtor's Chapter 11 Plan.

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  David E. Schroeder,
Esq., assists the Debtor in its restructuring effort.  The Company
estimated assets at $10 million to $50 million and liabilities at
$10 million to $50 million.


KRAZO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Krazo Properties, LLC
        225 Royal Avenue
        Ozark, AL 36360

Bankruptcy Case No.: 10-11961

Chapter 11 Petition Date: October 6, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  E-mail: cam@espymetcalf.com

Scheduled Assets: $2,024,012

Scheduled Debts: $1,783,835

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb10-11961.pdf

The petition was signed by William Miller, member.


LAGO BUILDERS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lago Builders, Inc.
        16920 N. Lakehills Drive
        Jonestown, TX 78645

Bankruptcy Case No.: 10-12910

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W Houston St, Ste. 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-12910.pdf

The petition was signed by Candice L. Edwards, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Timothy J. & Candice L. Edwards        10-11504   05/28/10


LAS VEGAS SANDS: Bank Debt Trades at 8% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 92.31 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.19
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on November 26, 2016, and carries
Moody's B rating.  The loan is one of the biggest gainers and
losers among 203 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

Las Vegas Sands has a 'B-' corporate family rating from Standard &
Poor's Ratings Services.  As reported in the TCR on July 30, 2010,
Standard & Poor's placed its 'B-' corporate credit rating on the
Las Vegas Sands Corp. family of companies, as well as its issue-
level ratings on the companies' debt, on CreditWatch with positive
implications.  "In addition to announcing strong performance
across its portfolio of properties during the second quarter on
its earning call, Las Vegas Sands also indicated that it will
pursue an amend-and-extend transaction with lenders in its U.S.
credit facilities," S&P pointed out.


LAS VEGAS SANDS: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 93.25 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.66
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014.  Moody's has
withdrawn its rating but still carries Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

Las Vegas Sands has a 'B-' corporate family rating from Standard &
Poor's Ratings Services.  As reported in the TCR on July 30, 2010,
Standard & Poor's placed its 'B-' corporate credit rating on the
Las Vegas Sands Corp. family of companies, as well as its issue-
level ratings on the companies' debt, on CreditWatch with positive
implications.  "In addition to announcing strong performance
across its portfolio of properties during the second quarter on
its earning call, Las Vegas Sands also indicated that it will
pursue an amend-and-extend transaction with lenders in its U.S.
credit facilities," S&P pointed out.


LAWRENCE BUILDING: Filed for Chapter 11 to Block Foreclosure
------------------------------------------------------------
Eli Segall at Silicon Valley/San Jose Business Journal reports
that The Lawrence Building Company sought Chapter 11 protection to
block a judicial foreclosure trial in Santa Clara County Superior
Court in California.

According to the report, the Chapter 11 filing has alarmed at
least two tenants, who are worried that if their leases get
canceled, they would be forced out of a prime retail location
after spending hundreds of thousands of dollars in recent years to
upgrade their storefronts, he adds.

Lawrence Building Co. is a commercial property owner in downtown
San Jose, California.

The Lawrence Building Company filed for Chapter 11 on Oct. 4, 2010
(Bankr. N.D. Calif. Case No. 10-33938).  Sheila Gropper Nelson,
Esq., in San Francisco, California, serves as counsel to the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million in its Chapter 11 petition.


LEHMAN BROTHERS: Alpine Bank Seeks Lift Stay to Foreclose
---------------------------------------------------------
Alpine Bank asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay so that it could
foreclose on real properties securing its $1.4 million loan.

The move came after LB Rose Ranch LLC, one of the affiliated
debtors of Lehman Brothers Holdings Inc., allegedly refused to
reach an agreement with Alpine Bank to foreclose on the
properties.

The properties serve as collateral for the $1,400,725 loan Alpine
Bank provided to Ironbridge Homes LLC, which allegedly failed to
pay the loan in over a year.  LB Rose reportedly holds a second
lien on the properties.

A February 17, 2010, appraisal of the properties shows that the
"fair market value" of the properties is less than $1.79 million.

Alpine Bank's lawyer, Alec Ostrow, Esq., at Becker Glynn Melamed
& Muffly LLP, in New York, says unpaid taxes on the properties
continue to accrue and may result in liens on the properties
senior to the bank's.

"Because there is no adequate protection offered by LB,
foreclosure is the only way in which [Alpine Bank] can protect
itself from further loss," Mr. Ostrow says in court papers.

Alpine Bank, however, cannot proceed with the foreclosure until
the Court lifts the automatic stay, an injunction that protects a
bankrupt company from its creditors.

The Court will consider approval of Alpine Bank'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
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Commences Suits vs. Wells Fargo, et al.
-------------------------------------------------------------
Lehman Brothers Special Financing Inc. filed separate complaints
against:

  (1) Wells Fargo Bank National Association, Deutsche Bank
      National Trust Company National Association, Deutsche Bank
      Trust Company Americas, and U.S. Bank National
      Association, as trustees; and Impac CMB Trust Series
      2005-03, Impac CMB Trust Series 2005-04, Impac CMB Trust
      Series 2005-05, Impac CMB Trust Series 2005-08, Impac CMB
      Trust Series 2006-03, Impac Secured Assets Trust 2007-3,
      Access Group Inc. Series 2005-A, Access Group Inc. Series
      2005-B, Lakeview 2007-4, First Franklin Mortgage Loan
      Trust 2006-FF8, Racers 2005-10, and Greystone 2006-3, as
      issuers;

  (2) The Bank of New York and BNY Corporate Trustee Services
      Limited, as trustees, and Gazprombank Mortgage Funding 2
      S.A. and Ruby Finance Public Limited Company AS, as
      issuers of the Series 2006-7; and

  (3) Bank of New York Mellon National Association.

The actions, according to Ralph I. Miller, Esq., at Weil, Gotshal
& Manges LLP, in New York, were filed to protect and restore a
property interest of LBSF that has substantial economic value to
its estate -- LBSF's contractual right to senior payment priority
in a derivatives transaction with the defendants.

The actions stem from provisions in governing transaction
documents with respect to certain derivatives transactions, the
application of which were conditioned on the commencement of
either LBSF or Lehman Brothers Holdings Inc.'s bankruptcy case,
that would operate so as to deprive LBSF of the property interest
by (a) taking Senior Payment Priority from LBSF, (b) replacing it
with junior payment priority, and (c) transferring Senior Payment
Priority to or for the benefit of certain noteholders who
otherwise would have only Junior Payment Priority, including in
certain circumstances by reducing or eliminating LBSF's rights to
payment altogether.

LBSF, accordingly, seek separate orders from Judge Peck:

  (a) declaring that the Payment Priority Exchange improperly
      modified its senior payment priority as a result of a
      bankruptcy filing, and thus the modification provisions
      constitute unenforceable ipso facto clauses that violate
      Sections 365(e)(1) and 541(c)(1) of the Bankruptcy Code
      and that it is entitled to Senior Payment Priority;

  (b) declaring that any action to enforce the Payment Priority
      Exchange as a result of a bankruptcy filing violates the
      automatic stay under Section 362(a);

  (c) holding that the Payment Priority Exchange was a
      preferential transfer to or for the benefit of the
      Noteholders that is avoidable pursuant to Sections 547 and
      548, and pursuant to Sections 550 and 551, LBSF is
      entitled to recover and preserve Senior Payment Priority
      for the benefit of its estate; and

  (d) holding that the Payment Priority Exchange was an
      unauthorized postpetition transfer to or for the benefit
      of the Noteholders that is avoidable pursuant to Section
      549(a), and pursuant to Sections 550 and 551, LBSF is
      entitled to recover and preserve Senior Payment Priority
      for the benefit of its estate.

LBSF also seeks other relief as the Court may deem proper,
including costs and attorneys' fees.

                       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
disclosed 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: LBPF Commences Adversary Proceeding Against NIFA
-----------------------------------------------------------------
Nebraska Investment Finance Authority issued a series of single
family housing revenue bonds in 1994 and individual supplemental
indentures of trust, all between NIFA and Wells Fargo Bank,
National Association, as trustee.  In connection with the
issuance of the bonds, NIFA and Debtor Lehman Brothers Financial
Products Inc. entered into eight interest rate swap transactions.

In connection with the sale of Lehman Brothers Inc.'s North
American capital markets business to Barclays Capital Inc. in
September 2008, Robert Taylor, NIFA's sales contact for its
trades who happened to be a managing director of LBI's, departed
LBI and joined Barclays.

Following LBI's entry to bankruptcy, NIFA delivered a termination
notice to LBSF designating November 25, 2008 as the Early
Termination Date for the transactions.

Ralph I. Miller, Esq., at Weil, Gotshal & Manges LLP, in
Washington, D.C., asserts that the entire premise upon which NIFA
based its valuation of the terminated transactions is flawed.  He
argues that NIFA applied the incorrect -- and ultimately less
favorable to LBFP -- rate of interest to five of the eight
terminated transactions involved in this dispute.

The improper interest rate application and ensuing flawed
valuation derive from a single ultra vires event that would, if
given legal effect, drastically change the parties' rights and
obligations under the transactions, Mr. Miller points out.

Mr. Miller relates that two days after LBHI filed its bankruptcy
petition, Mr. Taylor executed a Consent to Removal of Remarketing
Agent that would, in effect, drastically reduce the value to LBFP
of the swap transactions between LBFP and NIFA.  However, Mr.
Taylor did not have authority to execute the Consent on behalf of
LBFP.  Thus, his act was ultra vires, thus making the Consent
invalid and void ab initio, Mr. Miller asserts.

To the extent the Consent is valid and enforceable, Mr. Miller
asserts it is a voidable transfer under Section 548 of Bankruptcy
Code.  The Consent, he asserts, was executed within weeks of
LBFP's bankruptcy filing, and it constitutes a transfer of an
interest in LBFP's property.

Through the adversary proceeding, LBFP asks the Court to declare
that the Consent is invalid as ultra vires.

In the alternative, LBFP asks the Court to find that the Consent
was an actual fraudulent transfer to or for the benefit of NIFA
that is avoidable pursuant to Section 548 of the Bankruptcy Code,
and that pursuant to Sections 550 and 551 of the Bankruptcy Code,
LBFP is entitled to recover and preserve its property interest
for the benefit of its estate.

Moreover, LBFP wants the Court to find that:

  (a) by failing to act reasonably and in good faith in
      calculating the amounts owed under the Master Agreement,
      NIFA breached the Master Agreement, and that LBFP is,
      therefore, entitled to damages in an amount to be
      determined at trial but, in all events, no less than the
      sum equal to $12,770,182, plus the Accrued Interest;

  (b) NIFA breached the covenant of good faith and fair dealing
      under New York law and award damages by reason thereof
      in an amount to be determined at trial but, in all events,
      no less than the sum of $12,770,182, plus the Accrued
      Interest; and

  (c) the LBFP Receivable is property of the LBFP estate under
      Section 541 of the Bankruptcy Code and require NIFA to
      turn over, under Section 542 of the Bankruptcy Code, the
      sum of $12,770,182, plus the Accrued Interest, as
      applicable.

LBFP also asks the Court to find that NIFA violated the automatic
stay provisions of the Bankruptcy Code.

                       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
disclosed 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: LCPI Commences Lawsuits vs. Confluent, et al.
--------------------------------------------------------------
Lehman Commercial Paper, Inc., filed separate adversary
proceeding under Sections 547(b) and 550(a) to avoid as
preferential transfers certain transfers it made to three
counterparties for or on account of an antecedent debt during the
90-day period before the Petition Date, at which time LCPI is
presumed to have been insolvent.

The Counterparties are:

  (1) Confluent Limited and AXA Investment Managers Paris S.A.;

  (2) Bluebay Asset Management PLC, Bluebay High Yield Bond
      Fund, Bluebay Multi-Strategy Investment (Luxembourg) SARL,
      Bluebay Structured Funds-High Yield Enhance Fund, Bluebay
      Structured Funds-High Yield Portable Alpha Fund, G.A.
      Fund-Bond Higher Yield Euro TP, Interpolis Pensioenen
      Global High Yield Pool, Interpolis Pensioenen
      Vermogensbeheer B.V., LGT Capital Invest (SC3) Ltd.,
      Panacea Trust-Bluebay Structured High Yield Bond Sub-
      Trust, Stichting Bedrijfspensioenfonds Voor De
      Metaalektro, Stitching MN Services Europees High Yield
      Funds, Bluebay Value Recovery (Master) Fund Limited; and

  (3) Adagio III CLO PLC and AXA Investment Managers Paris S.A.

Prior to the Petition Date, LCPI originated commercial loans with
borrowers and bought and sold interests in commercial loans with
borrowers.  As the lender of record on the loan, LCPI would from
time to time sell interests in respect of those loans to third
parties without the third parties becoming creditors of the
borrowers.  These arrangements are referred to as "loan
participations."

The named defendants in the adversary complaints separately
purchased loan participation interests from LCPI.

Following LBHI's bankruptcy filing on September 15, 2008, the
number of elevation requests LCPI received increased
substantially compared to the period before LBHI's filing.  On or
about September 15, 2008, the Defendants sought to be elevated to
lender of record status with respect to their Participations.
LCPI approved these elevations, which became effective on or
about September 25 through October 2, 2010.

According to Jacqueline Marcus, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Defendants sought to elevate these
participations shortly after LBHI's bankruptcy filing in an
attempt to ensure that the Funds would recover loan payments
directly from the applicable borrowers, rather than holding mere
unsecured claims in the event that LCPI filed for bankruptcy.

Ms. Marcus says that following the elevations, the Defendants
received payments of principal, interest, and fees directly from
the borrowers.  Absent the elevations, those payments would have
been provided to LCPI, and the Defendants would have held
unsecured claims against LCPI in the amount of the payments
received by LCPI, she notes.

Accordingly, LCPI asks the Court to:

  (a) order that LCPI may avoid the Funds' elevations from
      participant to lender of record pursuant Section 547(b);

  (b) if Defendants no longer hold the relevant loan positions,
      order those Defendants to pay to LCPI's estate the value
      of the Avoidable Transfers in an amount to be determined,
      plus interest, pursuant to Section 550(a);

  (c) order Defendants to pay to LCPI's estate the amount of
      principal, interest, and fees they have received since the
      Elevation Dates as a result of the Funds' positions as
      lender of record, pursuant to Section 550(a); and

  (d) grant to LCPI other and further relief as may appear just
      and proper.

                       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
disclosed 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: Amends $6.9 Bil. Lawsuit Against JP Morgan
-----------------------------------------------------------
Lehman Brothers Holdings Inc. filed an amended complaint seeking
a declaration that JPMorgan Chase Bank N.A. does not have lien or
rights on the $6.9 billion in cash that it allegedly unlawfully
transferred to its own general ledger account.

LBHI sued JPMorgan on May 26, 2010, to recover billions of
dollars that it seized as collateral, of which $5 billion in cash
was allegedly extracted from the company on its final business
day.  JPMorgan allegedly threatened to discontinue its services
unless the company posted excessive collateral.

The lawsuit came two months after an examiner who was appointed
to investigate into what caused LBHI's bankruptcy published the
results of his investigation.  The examiner found colorable
claims against JPMorgan in connection with its demands for
collateral in the final days of LBHI, which had direct impact on
the company's liquidity pool.

                  Court Approves Stipulation

In a related development, the Court approved a stipulation among
JPMorgan, LBHI, the Official Committee of Unsecured Creditors and
the Federal Reserve Bank of New York.  The stipulation seeks to
protect the confidentiality of "sensitive information" that may
be shared in connection with the lawsuit.

JPMorgan, LBHI and the Creditors Committee are awaiting court
approval of a confidentiality stipulation they entered into with
the Board of Governors of the Federal Reserve System.  A full-
text copy of the agreement is available without charge at:

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

The Court also issued an amended scheduling order on October 8,
2010, which sets a timetable for the conduct of investigation and
the filing of court papers in connection with the lawsuit.  A
full-text copy of the order is available for free at:

  http://bankrupt.com/misc/LBHI_AmendedSchedOrderOct8.pdf

                       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
disclosed 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: To Challenge U.K. Watchdog on Pension Debt
-----------------------------------------------------------
Lehman Brothers International Europe and Nortel Networks Corp.
are jointly challenging the U.K. Pensions Regulator in a London
court over whether they must pay a combined GBP2.25 billion,
Bloomberg News reported.

The move came after the pensions regulator issued a financial
support direction against the companies.  The FSD seeks funds
from Lehman Brothers to cover the GBP148 million deficit in its
retirement plan, and as much as GBP2.1 billion from Nortel for
the underfunding of its retirement plan.

Both companies argued that they should not be required to pay the
deficits while they are in administration or bankruptcy
protection, Bloomberg News reported.

LBIE's parent company, U.S.-based Lehman Brothers Holdings Inc.,
and Lehman Brothers Asset Management (Europe) Ltd. can also join
the challenge to protect their respective interests pursuant to a
ruling handed down by a U.K. judge at the hearing on
September 29, 2010, according to the report.


                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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

                       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
disclosed 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)


LEVITZ FURNITURE: YA IP Holdings Loses Bid For Injunction
---------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has shot down a bid
by YA IP Holdings LLC -- which bought the "You'll Love it at
Levitz" slogan and "Levitz" trademark during the liquidation of
Levitz Furniture Corp. -- for a preliminary injunction in its
infringement suit against a furniture store in Yonkers, N.Y.

Judge George B. Daniels on Wednesday denied the request without
prejudice in the U.S. District Court for the Southern District of
New York, Law360 says.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.
Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

On March 28, 2008, the Court dismissed the chapter 11 cases of
Levitz II.

In December 2005, the Levitz II debtors sold substantially all of
their assets to PLVTZ, LLC, an affiliate of Prentice Capital
Management LLP, and the Pride Capital Group, doing business as
Great American Group.  Initially, Prentice owned all of the equity
interests in PLVTZ.  On July 6, 2007, PLVTZ was converted into a
Delaware corporation, and Harbinger Capital Partners Special
Situations Fund, LP, Harbinger Capital Partners Master Fund I,
Ltd., and their affiliates became minority shareholders.  Great
American's stake in the acquisition was in running the going-out-
of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

In November 2008, Judge Robert Gerber of the U.S. Bankruptcy Court
for the Southern District of New York ordered the conversion of
Levitz Furniture Inc. and its debtor-affiliates' Chapter 11 cases
to Chapter 7 liquidation.


LILO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LiLo Properties, LLC
        250 Maple Street
        Stowe, VT 05672

Bankruptcy Case No.: 10-11303

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtor's Counsel: Heather Z. Cooper, Esq.
                  KENLAN SCHWIEBERT FACEY & GOSS PC
                  P.O. Box 578
                  Rutland, VT 05702-0578
                  Tel: (802) 773-3300
                  Fax: (802) 775-1581
                  E-mail: hcooper@kenlanlaw.com

Scheduled Assets: $1,198,588

Scheduled Debts: $1,315,261

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vtb10-11303.pdf

The petition was signed by Robert L. Falker, manager.


MADISON CENTER: Placed Into Receivership
----------------------------------------
Mary Kate Malone and Heidi Prescott at Southbend Tribune reports
that citing severe financial distress and a danger of insolvency,
Madison Center and its creditors asked a St. Joseph Circuit Court
Judge Michael G. Gotsch to appoint an outside agency to take
control of the organization's assets.  The report relates Judge
Gotsch appointed a Chicago consultant as a receiver for Madison
Center Inc., Riverside Hospital Corp., a Madison Center
subsidiary, and Madison Foundation Inc. to manage the nonprofit
health care provider's finances.

Michael Lane, of Navigant Consulting Advisors, is the appointed
receiver.

"Madison Center is not shutting down," the report quoted Mr. Lane
as saying.  "No decisions have been made" regarding how the
receivership might affect staff and patients at the 40-acre campus
in downtown South Bend," he added.

The report notes Mr. Lane said the main goal is to "preserve and
protect the institution" and that he will "try to keep this place
going ... and see if it can be turned around."

Madison Center, the report says, has defaulted on about
$58 million in bonds it issued to finance an aggressive expansion
over the past decade, according to a trustee appointed by Madison
Center's creditors to monitor its finances.  The Tribune reported
in April that Madison Center had come under increased pressure
from creditors to cut costs and bolster revenues.

On September 24, Madison Center lost its designation as St. Joseph
County's community mental health center, the report discloses.

Meanwhile, the report relates, it was not clear how the
receivership would affect the position of interim CEO Ken Davis,
who was brought in earlier this year by bondholders to help revamp
the center.

Madison Center could be looking at these options under
receivership: a reorganization of the entity; a sale of the entire
entity or a portion of the entity to an outside third party; or
liquidation or winding up of operations, the city attorney said,
the report adds.

The Madison Center is a nonprofit center offering pediatric speech
and language therapy in Minnesota.


MARMC TRANSPORATION: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
MarMc Transportation, Inc., has filed with the U.S. Bankruptcy
Court for the District of Wyoming a list of its 20 largest
unsecured creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Commerce Bank & Trust Co
386 Main Street
P.O. Box 15020
Worchester, MA 01615-0020                                $957,755

M&M Sales & Service
P.O. Box 2806
Mills, WY 82664                                          $769,690

Internal Revenue Service
Attn: Insolvency
5353 Yellowstone Road
Cheyenne, WY 82009-4137                                  $564,870

Dave Sundem                                              $134,913

Leah McDonald                                             $65,000

Fremont Aviatio LLC                                       $55,981

Drive Train Industries                                    $48,362

Comdata Network                                           $47,727

Leonard Morrill                                           $46,617

Ford Motor Credit                                         $45,180

Monster Heavy Hauler                                      $44,778

Summit Electric                                           $32,418

ITC Electrical Technologies                               $29,527

John T Bush CPA                                           $24,042

Marmon/Keystone Corp                                      $26,243

Card Member Services                                      $21,581

Great West Health Insurance                               $20,987

Pacific Steel and Rescycle                                $20,299

Thomas J Skisk & Co                                       $15,889

Wyoming Machinery Co                                      $15,473

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection on June 3, 2010 (Bankr. D. Wyo. Case No.
10-20653).  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to
$10 million in debts in its Chapter 11 petition.


MARTIN NORTHROP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Martin Northrop
               Andrea Northrop
                 aka Andrea Kessen
               809 E. Bloomingdale Avenue, #302
               Brandon, FL 33511

Bankruptcy Case No.: 10-24705

Chapter 11 Petition Date: October 13, 2010

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

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

Scheduled Assets: $2,993,122

Scheduled Debts: $2,605,669

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24705.pdf


MCGINNIS LAND: Asks Dec. 31 Plan Filing Exclusivity Extension
-------------------------------------------------------------
McGinnis Land Partners I, LP, and Canyon Falls Land Partners, LP,
ask the U.S. Bankruptcy Court for the Northern District of Texas
to extend the period in which the Debtors have the exclusive right
to file a Chapter 11 plan by 62 days through and including
December 31, 2010, and to solicit acceptances of a Chapter 11
plan by 61 days through and including February 28, 2011.

On August 27, 2010, the Debtors sought the Court's authorization
of the bidding procedures for the sale of all or substantially all
of the Debtors' assets, free and clear of liens and other
interests.  The Debtors requested that the Court enter an order
approving an auction and sale process for the remaining assets.
On September 24, 2010, the Court entered the bid procedures order,
which provides dates and deadlines in connection with the sale of
the Debtors' remaining assets.  The auction of the Debtors'
remaining assets is scheduled for December 9, 2010, at 10:00 a.m.,
and a hearing to approve the sale is scheduled for December 16,
2010, at 9:30 a.m.  The bid procedures order also provides that
all sales, ultimately approved by the Court, must close no later
than December 28, 2010.

While the Debtors believe that a sale structure is in the best
interest of the Debtors and their stakeholders, the Debtors
continue to review other alternatives including restructuring
their financial affairs pursuant to a plan of reorganization.  As
the sale process progresses, the Debtors will continue to evaluate
other options including incorporating the sale into a plan of
reorganization.

The requested extension will permit the Debtors to proceed with
the auction and, if determined appropriate, file a plan within the
timing provided by the bid procedures order.

Dallas, Texas-based McGinnis Land Partners I, LP, filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. N.D. Tex.
Case No. 10-34654).  Michael D. Warner, Esq., at Cole Schotz
Meisel Forman & Leonard PA, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000

The Company's affiliate, Canyon Falls Land Partners, LP, filed a
separate Chapter 11 petition on July 2, 2010 (Case No. 10-34655).


MCGINNIS LAND: Court OKs Dec. 9 Auction for All Assets
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved McGinnis Land Partners I, LP, and Canyon Falls Land
Partners, LP's bidding procedures for the sale of all or
substantially all of the Debtors' assets, free and clear of all
liens, claims, interests and encumbrances.

A copy of the bidding procedures is available for free at:

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

The secured lender will have the right to credit bid at the
auction, for the purchase of the collateral securing the Debtors'
obligation to the Debtor's secured lender in an amount of no less
than $19,640,321.50, plus additional amounts, if any, as the Court
will determine at a hearing to be held on October 28, 2010, at
2:30 p.m.

The Debtors will make monthly payments to the secured lender, each
in the amount of $100,000, on the 20th day of September, October,
November and December 2010 provided however, the Monthly Payment
due on September 20, 2010, won't be due and payable until the 5th
business day after the date of entry on the Court's Docket of both
(i) this court order, and (ii) agreed interim order authorizing
debtors to incur administrative debt outside the ordinary course
of business.

By the Bid Deadline, a Potential Bidder must provide a good faith
deposit equal to 10% of the potential bidder's purchase price.

These are the key dates in connection with the sale of the Assets:

Deadline to File & Serve Notice
of Proposed Cure Amounts           September 30, 2010

Due Diligence Period Ends for
Potential Buyers                   November 30, 2010 at 12:00 p.m.

Deadline for Potential Buyers
to submit Bids                     November 30, 2010 at 5:00 p.m.

Deadline to Notify Potential
Buyers of Baseline Bid             December 6, 2010 at 10:00 a.m.

Auction                            December 9, 2010 at 10:00 a.m.

Deadline to File & Serve Notice
of "Highest and Best" Bid(s)       December 10, 2010 at 5:00 p.m.

Deadline to File & Serve
Objections to Motion to Sell       December 14, 2010 at 5:00 p.m.

Hearing on Motion to Sell          December 16, 2010 at 9:30 a.m.

Deadline to Close sale(s)
transaction                        December 28, 2010 at 9:00 a.m.

Dallas, Texas-based McGinnis Land Partners I, LP, filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. N.D. Tex.
Case No. 10-34654).  Michael D. Warner, Esq., at Cole Schotz
Meisel Forman & Leonard PA, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000

The Company's affiliate, Canyon Falls Land Partners, LP, filed a
separate Chapter 11 petition on July 2, 2010 (Case No. 10-34655).


MCGRATH'S PUBLICK: Court to Consider Plan Confirmation Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing today, October 18, 2010, at 1:30 p.m., to consider the
confirmation of McGrath's Publick Fish House, Inc.'s Plan of
Reorganization.

According to the Plan, the Reorganized Debtor will establish a
trust for the benefit of all holders of Class 34 Allowed General
Unsecured Claims.  John H. Mitchell will be the trustee of the
Creditors' Trust.

The Plan provides two alternatives for the treatment of the
holders of Class 34 Claims.  Under one alternative, John McGrath
will pay purchase $500,000 and a new investor will pay $1,000,000
to acquire all of the new equity interests in the Reorganized
Debtor.  Under Alternative A each holder of an Allowed General
Unsecured Claim will receive (a) a pro rata share of these funds
(which equals an approximately 10% distribution) within
approximately 60 days after the Effective Date; and (b) a pro rata
share of the six semi-annual payments Under Alternative B, 75% of
the newly issued stock of Reorganized Debtor will be placed in a
Creditors' Trust.  These equity interests will be sold, or
there may be a sale of all or substantially all of the assets of
the Reorganized Debtor no sooner than three years but no later
than approximately five years after the Effective Date.

Under Alternative B, each holder of an Allowed General Unsecured
Claim will receive (a) a pro rata share of the appropriate
percentage of the proceeds of a sale; and (b) a pro rata share of
the six semi-annual payments. Each of the six (6) semi-annual
payments which are to be paid under the Plan (regardless of
whether Alternative A or B is implemented) will be equal to 60% of
Reorganized Debtor's Net Cash Flow during the applicable six month
period.

A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/McGrath'sPublick_Plan.pdf

The Debtor is represented by:

     Leon Simson, Esq.
     Timothy J. Conway, Esq.
     Haley B. Bjerk, Esq.
     TONKON TORP LLP
     1600 Pioneer Tower
     888 SW Fifth Avenue
     Portland, OR 97204-2099
     Tel: (503) 802-2067
          (503) 802-2027
          (503) 802-5765
     Fax: (503) 972-3767
          (503) 972-3727
          (503) 972-7565
     E-Mail: leon.simson@tonkon.com
             tim.conway@tonkon.com
             haley.bjerk@tonkon.com

                About McGrath's Publick Fish House

Salem, Oregon-based McGrath's Publick Fish House, Inc., fdba
McGrath's Properties LLC, filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. Ore. Case No. 10-60500).
The Company estimated assets and debts at $10 million to
$50 million as of the petition date.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 56% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 44.33
cents-on-the-dollar during the week ended Friday, October 15,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.15 percentage points from the previous week, The Journal
relates.  The Company pays 275 basis points above LIBOR to borrow
under the facility, which matures on April 8, 2012.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on October 8, 2010,
Metro-Goldwyn-Mayer Inc. has begun a solicitation of votes from
its secured lenders for a pre-packaged plan of reorganization.
MGM expects to continue normal business operations throughout the
restructuring process.  The Plan provides for MGM's employees,
vendors, participants, guilds, and licensees to be unimpaired.

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

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

                     About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.

MGM is grappling with $3.7 billion in debt.  MGM has received a
series of forbearance agreements from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility.  The latest forbearance agreement
expires October 29.

As reported by the Troubled Company Reporter on August 12, 2010,
sources told The Wall Street Journal that MGM hopes to file a
"prepackaged" bankruptcy sometime in mid-September, when the
latest waiver on debt payments expires.  J.P. Morgan Chase & Co.,
a major MGM creditor, is working on providing between $150 million
and $200 million in debtor-in-possession financing to steer the
studio through bankruptcy, one of the sources told the Journal.

MGM tried to sell itself in March 2010 but received low bids.  MGM
has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.


MEXICANA AIRLINES: Minister Sees Little Chance of Saving Airline
----------------------------------------------------------------
Mexican Labor Minister Javier Lozano said there is little chance
of saving Mexicana Airlines from liquidation given the lack of
new investors coming forward, Dow Jones reported.

"There are not many options: either new investors come forward
very soon or it's going to go bankrupt," the labor official
reportedly said on his Twitter account.

Mr. Lozano said the situation looks very complicated because of
the company's debt and that the insolvency proceedings are moving
forward "with a slight hope of reaching a new agreement."

Mr. Lozano said a group of potential investors in Mexicana
Airlines had pulled out of the negotiating table lately due to a
lack of agreement over labor issues.  He said that the company's
labor unions, however, had participated in good faith and had
done their part, Dow Jones reported.

The labor minister assured that workers would receive severance
pay as stipulated by Mexican labor law in the event of a closure
of the airline.

Mexico-based Ixe Grupo Financiero SAB de CV (IXEGF.MX) had issued
a statement expressing interest to participate "with a very small
stake" in Grupo Mexicana de Aviacion if talks to bring the
company out of insolvency turned successful.

However, it later disclosed said it is no longer working on
Mexicana's restructuring and that it had already informed all the
interested parties and government authorities about its decision,
Dow Jones reported.

Grupo Mexicana, otherwise known as Nuevo Grupo Aeronautico, is
the holding company for Mexicana Airlines and domestic
subsidiaries, Mexicana Click and Mexicana Link.

In its statement, Ixe disclosed that its investment banking
division had been developing a business plan that would allow
Grupo Mexicana to attract capital necessary to resume operations.

Ixe also said in the statement that it "would analyze
participation with a very small percentage of the equity of the
new company" if the negotiations to bring Mexicana out of
bankruptcy proceedings were successful.

The bank cautioned, however, that finding a solution acceptable
to all those involved in the restructuring is an "enormous
challenge," and that there was no guarantee that it would turn
successful, Dow Jones reported.

Ixe, among the smaller of Mexico's banks, had about $7.8 billion
in assets at the end of June.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings


MEXICANA AIRLINES: DFWIA, et al., Want to Enforce Aug. 18 Order
---------------------------------------------------------------
A consortium of airports and airport authorities asked the U.S.
Bankruptcy Court for the Southern District of New York to issue
an order enforcing a ruling the Court issued at a hearing held
August 18, 2010.

The move came after Mexicana Airlines failed to pay its debt due
September 15, 2010, as required under an agreement with the
consortium.

The agreement was hammered out in compliance with what the group
calls the "Airport Protections Bench Order."  The August 18 bench
ruling directed Mexicana Airlines to confer with the group's
lawyers and reach an agreement on the forms of protection that
must be provided to the group.

Aside from the lack of funds, Mexicana Airlines reportedly did
not make the payments in light of its business plan which calls
for the downsizing of its operations.  The airline has already
served a notice of termination of its operations in four airports
as of October 6, 2010.

The consortium's lawyer, Selinda Melnik, Esq., at Edwards Angell
Palmer & Dodge LLP, in New York, said any subsequent unilateral
decision by Mexicana Airlines to "financially triage the airports
is irrelevant " and there is no defense to the airline's
obligation to perform.

"The agreement and [Mexicana Airlines'] representations and
undertakings to this Court respecting it are enforceable
postpetition obligations of the [airline] which by their making
the [airline] itself effectively made part of its business plan,"
Ms. Melnik said.  She also asked the Bankruptcy Court to compel
Mexicana Airlines to honor the agreement and pay the consortium
for the costs it incurred in negotiating the agreement.

Ms. Melnik filed a declaration in support of the group's request.

The Bankruptcy Court will consider approval of the request at the
hearing scheduled for October 21, 2010.

In a separate statement, the legal counsel for the City of Los
Angeles asked the Bankruptcy Court that the granting of Mexicana
Airlines' petition for recognition be conditioned on "actual
payment" by the airline of its postpetition debt rather than
merely on its "renewed promise" to pay its postpetition debt that
is already past due.

Following its failure to make the September 15 payment, the
airline reportedly reassured the city officials that it will be
paying its debt to the Los Angeles International Airport today.

Mexicana Airlines, however, has not yet made arrangements to
coordinate payment of its debt, according to Rodger Landau, Esq.,
at Landau Gottfried & Berger LLP, in Los Angeles, California.

"Permitting the [airline] relief under Chapter 15 without making
sufficient provision for the payment of obligations to airports,
which are operated as non-profit entities for the benefit of
their local communities, is contrary to public policy," Mr.
Landau said.

The city of Los Angeles, which is a member of the consortium,
owns and operates the Los Angeles International Airport through
the Los Angeles World Airports.

Meanwhile, The Greater Orlando Aviation Authority and The Port
Authority of New York and New Jersey expressed their support to
the consortium.  The Port Authority of New York and New Jersey
asked the Bankruptcy Court to issue an order granting the airport
operator the same protections it may grant to the consortium and
requiring Mexicana Airlines to pay $67,281 for flight fees due
for August 2010.

                Mexicana Airlines' Rep Responds

A lawyer for Maru Johansen, foreign representative of Mexicana
Airlines, denied that the airline has violated any order issued
by the Bankruptcy Court.

"There is no such thing as an Airport Protections Bench Order in
this case and there certainly has been no violation of any order
of the Court by the [airline]," said William Heuer, Esq., at
Duane Morris LLP, in New York.

"Using the ominous phrase Airport Protections Bench Order and
contending that the [airline] violated a bench order from this
Court certainly is fine rhetoric," Mr. Heuer said, adding that
the group also mischaracterized the content of the record and the
Bankruptcy Court's comments at the August 18 hearing.

Mr. Heuer admitted that Mexicana Airlines did not make payments
to airports on September 15 for all its postpetition debt but it
paid the passenger facility charges owed to every airport
pursuant to the agreement.

Mr. Heuer pointed out that since the remaining terms of the
agreement were not complied with and the airports have not been
provided the protections that were agreed, they can resort to the
"agreed-upon remedies."

According to Mr. Heuer, each airport that has not been provided
protection is free to seek relief from the Bankruptcy Court and
to discontinue providing services as was agreed.  He added that
the airports are also free to assert rights to payment in
Mexicana Airlines' insolvency case where claims and payments are
being addressed.

Mr. Heuer said Mexicana Airlines' nonpayment of its debt on
September 15 is not really the problem but the consortium's
dissatisfaction with the agreement that was achieved.

"The reason for any confusion on the part of the consortium may
simply be that the airports in the consortium do not know or
understand the agreed-upon terms," Mr. Heuer said.


                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings


MEXICANA AIRLINES: Mexico Court Moves Case to Conciliation Phase
----------------------------------------------------------------
Maru Johansen, foreign representative of Mexicana Airlines, filed
a supplemental disclosure with the U.S. Bankruptcy Court, saying
that the Mexico court overseeing the airline's insolvency case
issued an order approving the airline's petition and moved its
case into the "conciliation" or reorganization phase.

A full-text copy of the order is available without charge
at http://bankrupt.com/misc/Mexicana_Orderconciliation.pdf

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: U.S. Court OKs Reimbursement for JPM
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an agreement between Mexicana Airlines and JPMorgan
Chase Bank N.A.

The agreement permits JPMorgan Chase Bank N.A. to get funds
for the reimbursement of more than $920,000, from the
$2.76 million in cash held by the bank.

The $2.76 million was posted as collateral to secure Mexicana
Airlines' obligations to reimburse JPMorgan for every amount
drawn by the bank under the letters of credit it issued to secure
the airline's payment obligations to MK Aviation S.A. and Wells
Fargo Bank Northwest N.A. under certain aircraft operating
leases.

The agreement also authorizes JPMorgan to continue to hold the
remaining funds to secure the airline's reimbursement obligations
under the undrawn letters of credit.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MGM RESORTS: Fitch Gives Positive Outlook; Affirms 'CCC' Rating
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for MGM Resorts
International to Positive following the company's recently
announced equity issuance.

In addition, Fitch has affirmed MGM's ratings:

  -- Issuer Default Rating at 'CCC';

  -- Senior secured notes due 2013, 2014, 2017, and 2020 at
     'B+/RR1';

  -- Senior credit facility at 'B-/RR3';

  -- Senior unsecured notes at 'CCC/RR4';

  -- Convertible senior notes due 2015 at 'CCC/RR4';

  -- Senior subordinated notes at 'C/RR6'.

The Positive Outlook reflects MGM's stronger near-to-medium term
liquidity profile due primarily to the equity issuance, which will
raise net proceeds of $511 million before the over-allotment.  In
addition, MGM received an offer to sell the Borgata at a valuation
toward the high-end of Fitch's expected range, and the parent
company expects to receive $125 million this month from its Macau
JV due to partial repayment of a loan to that entity.  The
significant refinancing and capital raising efforts by MGM over
the last 18 months have better positioned the company to survive
its liquidity crunch and create a more sustainable capital
structure, which Fitch alluded to in its June 29, 2010 affirmation
of MGM's ratings.  MGM continues to demonstrate solid access to
capital despite the distressed nature of the credit profile.

However, MGM's 'CCC' IDR continues to reflect a credit profile
with substantial credit risk.  MGM's probability of default still
displays a high sensitivity to an uninterrupted recovery in the
Las Vegas market, significant reliance on a favorable refinancing
and capital markets environment due to its heavy debt maturity
schedule, a highly leveraged balance sheet despite potential debt
reduction from the equity issuance, and a weak near-term free cash
profile.  In addition, MGM's obligation under the CityCenter
completion guarantee continues to escalate, and Fitch believes the
company is currently under-investing in its properties, which will
likely impact asset quality.

Equity Issuance Helps, But Not Enough For An Upgrade:

MGM is selling 40.90 million to 47.03 million common shares,
depending on the take up of the 6.13 million share greenshoe.
This should raise net proceeds of $511-$588 million for MGM
depending on greenshoe results.  Half of the net proceeds above
$500 million are required to paydown the senior credit facility
pursuant to the credit agreement.  As a result, the required
paydown of the credit facility will be $5-$44 million, depending
on the greenshoe results.  Moreover, 50% of any net proceeds from
future equity sales must paydown the credit facility.  Therefore,
MGM may have desired to keep the issuance minimally above
$500 million at this time in order to maintain flexibility
regarding the use of proceeds.

In addition, the company's largest shareholder, Kirk Kerkorian,
is participating in the offering by selling 27.78 million to
31.95 million shares through Tracinda Corp., depending on the
4.17 million share greenshoe.  Following the transaction, Mr.
Kerkorian's stake will fall to roughly 30%.

Although the equity raise is clearly a credit positive and
bolsters MGM's liquidity profile, Fitch believes it is likely that
at least some of that liquidity may be used to support the
CityCenter joint venture, which could serve to minimize the
potential debt reduction at the parent company.  The JV has a
$1.8 billion secured bank credit facility, which matures on
June 30, 2012; financial covenants (5.5x leverage and 1.5x
coverage) and some term loan amortization commence on June 30,
2011.  Fitch believes it is unlikely that CityCenter will be in
compliance with financial covenants next year.  While bank debt
lenders have been accommodating during MGM's liquidity crisis,
Fitch believes the absolute debt balance at the JV likely needs to
be reduced based on the agency's expectations for the ramp up of
CityCenter's cash flow over the next few years.  The company has
discussed monetizing portions of the CityCenter development to
support the refinancing, which would be viewed positively since it
would reduce the pressure on MGM to support the JV refinancing.
Fitch's current assumptions are noted below.

Borgata And Macau Jvs Provide Additional Liquidity Support:

If completed, the sale of MGM's 50% share of the Borgata JV should
result in around $435 million of proceeds from the divestiture
trust to MGM, which is at the high-end of Fitch's previously noted
expected range of $225-$450 million.  The $1.35 billion enterprise
value for the Borgata asset is toward the high-end of Fitch's
expected range of $1.05-$1.40 billion.  The company also expects
to receive $125 million in cash from MGM Macau during October 2010
from a partial repayment of a loan to that entity.

Additional Liquidity Gets Mgm Firmly Past 2011:

Relative to the wholly-owned credit profile, the equity proceeds
provide MGM with enough liquidity to firmly cover debt maturities
at least through 2011.  Fitch believes that is a significant
hurdle because of the terms of the March 2010 credit facility
amendment.  Certain credit facility lenders chose to maintain an
October 2011 maturity rather than extend the maturity to February
2014.  The lenders that agreed to the extension maintain the
ability to accelerate the maturity back to October 2011 if MGM
does not pay the non-extended portion of the credit facility next
year.

The increased liquidity also provides MGM with additional time for
a Las Vegas recovery to accelerate, which Fitch expects to be more
pronounced in 2012 compared to 2011.  Although MGM has been
discussing the near-term benefit from an increasing percentage of
convention and group business in its overall mix in upcoming
quarters, Fitch believes that the impact of the mix shift will be
greater in late-2011 and 2012.  Furthermore, it allows more time
for the market to absorb the December 2010 opening of the
Cosmopolitan, which will be the last major supply increase on the
Las Vegas Strip for some time.  That will provide investors the
backdrop of an improving supply-demand outlook as 2011 progresses
if the broader economic recovery continues, so MGM's refinancing
story to investors should improve given the current macro-economic
outlook, even if it is a slow recovery.

Guidelines For Further Rating Actions:

Fitch's rating system does not have + or - indicators in the
rating categories of 'CCC' and below, so positive or negative
rating actions with respect to the IDR would reflect MGM's credit
quality migrating toward the 'B' or 'CC' categories.

The most important near-term credit events incorporated into
ratings include the expected IPO of the Macau JV and the
refinancing of the CityCenter credit facility.  Fitch's base
case currently incorporates proceeds from the IPO in the
$300-$400 million range, as well as potential support of the
CityCenter JV up to roughly $300 million.  The credit facility
agreement current limits an MGM investment in CityCenter to
$50 million, although there is another general carveout that
provides for another $100 million investment in 2011, with
periodic step ups in the basket.  The increased obligation under
the completion guarantee announced yesterday was generally within
Fitch's expectations, but additional increases are not currently
in Fitch's base case.

Outside of those events, key rating triggers could include:

  -- A meaningful revision to Fitch's current base case operating
     outlook for MGM.  Currently, Fitch's base case incorporates
     wholly owned, adjusted EBITDA (after corporate expense,
     excluding stock compensation expense) of $1.15 billion in
     2011 and $1.35 billion in 2012.

  -- An additional parent company equity issuance with proceeds
     used for debt reduction. MGM still needs to ease the interest
     burden through debt reduction in order to generate a stronger
     free cash flow profile, although forward interest expense may
     now be reduced to the $925-$950 million.  The maintenance
     capex level of $200-$250 million is too low and
     unsustainable, in Fitch's view.

  -- If Mississippi, Michigan, or Illinois were to reconsider the
     suitability of MGM's JV partner in Macau, following New
     Jersey's recent decision and report.  However, Fitch believes
     it is highly unlikely that Nevada would reconsider its
     approval of Pansy Ho's suitability as a partner for MGM.


MGM RESORTS: S&P Gives Stable Outlook; Affirms 'CCC+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based MGM Resorts International to stable from
developing.  At the same time, S&P affirmed all of its existing
ratings on MGM, including the 'CCC+' corporate credit rating.

"The revision of the rating outlook to stable reflects some near-
term improvement to MGM's still weak liquidity profile following
the recent pricing of a primary common stock offering, which will
generate net proceeds in excess of $500 million," said Standard &
Poor's credit analyst Ben Bubeck.  "In addition, management
continues to make progress toward other liquidity enhancing
transactions, including the sale of MGM's 50% ownership in Borgata
Hotel Casino & Spa and related land, as well as an IPO of its
Macau assets, which have the potential to further bolster
liquidity in coming quarters ahead of significant debt maturities
in 2011 and 2012."

MGM has received an offer for its Borgata ownership position,
which would value its share at $250 million, and an IPO in Macau
could be an early-2011 event that would likely produce a similar
cash inflow.  Still, the 'CCC+' rating reflects credit measures
that remain very weak, and the company's ability to meet its debt
obligations over the longer term relies upon the return of cash
flow generation growth.  Nonetheless, these transactions alleviate
the near-term downside rating pressure inherent in the prior
developing rating outlook.

The revision of the rating outlook to stable also reflects S&P's
assessment that rating upside potential no longer seems likely
over the foreseeable future.  While visitation trends to the Las
Vegas Strip are improving and room rates are showing some
resilience, continued depressed levels of spend per customer have
driven weaker performance this year than the approximately 10%
decline in EBITDA S&P previously incorporated into the rating for
2010.  Following a decline in Strip property EBITDA of 22% during
the first six months of 2010, the company recently announced
preliminary results for the third quarter, which included a 16%
decline in Strip property EBITDA.  Given S&P's economists' current
expectation for only modest (2.2%) growth in consumer spending in
2011, as well as continued high unemployment, a substantial
rebound in EBITDA generation next year seems unlikely,
notwithstanding improving trends in group bookings.  A
continuation of recent performance trends could pressure MGM's
ability to maintain compliance with its minimum EBITDA covenant
under the credit facility, which steps up to $1.1 billion in 2011
and continues to gradually step up over the next few years.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.


MIMI'S COOKIES: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mimi's Cookies, Inc.
        dba Great American Cookies
        pdba Pretzel Time
        pdba Pretzel Maker
        302-A Raleigh Street
        Wilmington, NC 28412

Bankruptcy Case No.: 10-08345

Chapter 11 Petition Date: October 11, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $126,311

Scheduled Debts: $1,937,093

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08345.pdf

The petition was signed by Jeffrey Bernstein, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Tarheel Distributing Co., Inc.         10/11/10


MIRA VISTA: Files Schedules of Assets & Liabilities
---------------------------------------------------
Mira Vista Villas, L.L.C., has filed with the U.S. Bankruptcy
Court for the Eastern District of Texas its schedules of assets
and liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                       $23,650,000
B. Personal Property                      $432,266
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $23,123,757
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $901,811
                                       -----------     -----------
      TOTAL                            $24,082,266     $24,025,568

Plano, Texas-based Mira Vista Oak Gate, L.L.C., and Mira Vista
Villas, L.L.C., are each tenant-in-common owners of a 304 unit
apartment community located at 350 Continental Drive, Lewisville,
Texas 75067, commonly referred to as the Mira Vista Ranch.

Mira Vista Oak filed for Chapter 11 bankruptcy protection on
July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42224).  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Mira Vista Villas filed for Chapter 11 bankruptcy protection on
July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42223).  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


MIRA VISTA OAK: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Mira Vista Oak Gate, L.L.C., has filed with the U.S. Bankruptcy
Court for the Eastern District of Texas its schedules of assets
and liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                       $23,650,000
B. Personal Property                      $432,266
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $23,123,757
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $901,811
                                       -----------     -----------
      TOTAL                            $24,082,266     $24,025,568

Plano, Texas-based Mira Vista Oak Gate, L.L.C., filed for Chapter
11 bankruptcy protection on July 5, 2010 (Bankr. E.D. Tex. Case
No. 10-42224).  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

Plano, Texas-based Mira Vista Villas, L.L.C., filed for Chapter 11
bankruptcy protection on July 5, 2010 (Bankr. E.D. Tex. Case No.
10-42223).  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


MIREILLE LALANNE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mireille Lalanne
        aka Mireille Lalanne Bourjolly
        P.O. Box 331367
        Nashville, TN 37203

Bankruptcy Case No.: 10-11052

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St., Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $2,313,273

Scheduled Debts: $1,176,354

A list of the Debtor's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-11052.pdf



MOLECULAR INSIGHT: Gets Oct. 22 Waiver Extension from Bondholders
-----------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. has received a further
extension of its waiver agreement with its Bond holders, allowing
debt restructuring discussions to continue.

Earlier this year, Molecular Insight executed the waiver agreement
and subsequent amendments with holders of the Company's
outstanding Senior Secured Bonds and the Bond Indenture trustee
and announced ongoing discussions with the Bond holders concerning
a restructuring of its outstanding debt.  Under terms of the
extension announced today, the Bond holders and Bond Indenture
trustee agreed to extend the waiver of a default arising from the
inclusion of a going concern explanatory paragraph in the
independent auditor's report on the Company's financial statements
for the year ended December 31, 2009, any default arising from the
Company's failure to comply with the minimum liquidity
requirements set forth in the Bond Indenture, and other technical
defaults under the Bond Indenture.  The term of the waiver is
extended until 11:59 PM Eastern Standard Time on October 22, 2010.
During this waiver extension period, the Company will continue to
discuss with its Bond holders various proposals.  There are no
assurances, however, that such discussions will be successful.

The waiver continues to be subject to a number of terms and
conditions relating to the provision of certain information to the
Bond holders, among other conditions and matters.  In the event
that the waiver expires or terminates prior to the successful
conclusion of the Company's negotiations with its Bond holders
regarding the restructuring of its outstanding debt, the Company
will be in default of its obligations under the Indenture and the
Bond holders may choose to accelerate the debt obligations under
the Indenture and demand immediate repayment in full and seek to
foreclose on the collateral supporting such obligations.  If the
Company's debt obligations are accelerated or are not restructured
on acceptable terms, it is likely the Company will be unable to
repay such obligations and may seek protection under the U.S.
Bankruptcy Code or similar relief.

                      About Molecular Insight

Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc.
(NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a
clinical-stage biopharmaceutical company and pioneer in molecular
medicine.  The Company is focused on the discovery and development
of targeted therapeutic and imaging radiopharmaceuticals for use
in oncology.  Molecular Insight has five clinical-stage candidates
in development.

Molecular Insight had assets of US$49.39 million against debts of
US$193 million, mostly current, as of June 30, 2010.

As reported in the Troubled Company Reporter on March 17, 2010,
Deloitte & Touche LLP 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 of the Company's
difficulties in meeting its bond indenture covenants and its
recurring losses from operations.

Molecular Insight inked with bondholders a waiver agreement that
expires August 16, 2010.  The bondholders agreed to waive a
default arising from the inclusion of a going concern explanatory
paragraph in the 2009 financial statements and other technical
defaults under the bond indenture.  The Company said that if its
debt obligations are accelerated following termination of the
waiver agreement or the debts are not restructured on acceptable
terms, it is likely the Company will be unable to repay such
obligations and may seek protection under the U.S. Bankruptcy Code
or similar relief.


MOVIE GALLERY: Proposes to Examine Lougee & Grosz
-------------------------------------------------
Movie Gallery Inc. and its units ask the U.S. Bankruptcy Court for
authority to examine Jeremy Lougee and Jason Grosz pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure.

The Debtors presently operate a business known as Video Library,
which consists of, among other things, providing fixtures and
video products to third-parties who operate convenience stores in
rural locations.

Messrs. Lougee and Grosz were former employees of the Debtors who
operated the Video Library.

Michael A. Condyles, Esq., at Kutak Rock LLP, in Richmond,
Virginia, relates that as former employees involved with the
Video Library business, Messrs. Lougee and Grosz possess
confidential business information about the Debtors' operations,
including detailed information about Video Library.

In connection with the Debtors' liquidation, the Debtors have
solicited various parties in an attempt to sell the assets
related to the Video Library business, including, without
limitation, customer lists and agreements.

Mr. Condyles reveals that the Debtors have identified multiple
interested parties, have obtained bids from certain entities and
contemplate filing a motion with the Court approving a sale of
the Video Library assets in the near future.  However, Mr.
Condyles tells the Court that Mr. Grosz, in an attempt to usurp
corporate opportunities and tortiously interfere with the
Debtors' business operations, has contacted a potential buyer of
Video Library and offered to transfer to them confidential
business information in exchange for retaining his services.

The Debtors have sent to Mr. Grosz a cease and desist letter
addressing any misconduct on his part, but despite those letters
having been sent, Mr. Grosz appears to be persisting in his
actions, Mr. Condyles notes.

With regards to Mr. Lougee, Mr. Condyles says that his
examination is sought to determine what, if any, information and
knowledge he has regarding Mr. Grosz's actions.

"The Debtors need to examine [Messrs. Lougee and Grosz] to
determine what confidential business information has been
disclosed, if the disclosure can be remedied and what causes of
action the Debtors may have for breach of contract, tortious
interference, usurping a corporate opportunity or any other
violation of state or federal law," Mr. Condyles asserts.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Movie Gallery


MOVIE GALLERY: Proposes to Auction Trademarks on November 9
-----------------------------------------------------------
Movie Gallery Inc. and its units ask the U.S. Bankruptcy Court for
authority to sell certain intellectual property and intangible
assets free and clear of all liens, claims, encumbrances, and
interests through an open auction.

The assets that the Debtors are seeking to sell consist of, among
other things, all of Movie Gallery, Inc.'s; Movie Gallery US
LLC's; Hollywood Entertainment Corporation's; and Movie Gallery
Canada, Inc.'s:

  * worldwide trademarks, trade names, service marks, logos,
    trade dress, copyrights, know-how, and other source
    indicators used in connection with the Sellers' businesses;

  * domain names; and

  * certain information databases, which includes customer
    lists, mailing addresses, e-mail addresses and certain
    transaction information -- but not including information
    which would identify a person as having asked or obtained
    specific video materials or services -- and company-wide
    sales data, which includes store locations and transaction
    amounts.

For marketing purposes, the Debtors have grouped the Assets into
three distinct groups:

  (a) The Movie Brands:  The group consists of the intellectual
      property associated with the Movie Gallery, Hollywood
      Video and VHQ brands.  The group includes:

         -- more than 30 U.S. trademarks including Movie
            Gallery, Hollywood Video, Hollywood Entertainment
            and related Marks in many foreign countries;

         -- registered Canadian trademarks for VHQ;

         -- dozens of internet Domain Names including
            moviegallery.com and hollywoodvideo.com; and

         -- certain Customer Data relating to the Debtors' sale
            or rental of movies and other products other than
            the Gaming Customer Data.

  (b) The Video Gaming Brands:  The group consists of the
      intellectual property associated with the Game Crazy
      brand.  The group includes:

         -- more than 30 U.S. trademarks including Game Crazy,
            GameZone, Game Vault and Play On and related Marks
            in many foreign countries;

         -- dozens of internet Domain Names including
            gamecrazy.com; and

         -- certain Customer Data relating to the Debtors' sale
            or rental of video games and related products.

  (c) Reel.com:  The group includes the "reel.com " domain name
      and trademark.  The Debtors explain that because of its
      unique status as a generic domain name, Reel.com is being
      marketed as an individual asset group as well as part of
      the Movie Brands.

In addition, the Debtors are party to a certain license agreement
between Hollywood Entertainment Corporation and Hollywood Chamber
of Commerce.  The HCC License Agreement impacts the use of
certain of the Assets.  The Debtors note that they are current in
all of their obligations to HCC under the HCC License Agreement
and are willing to assume and assign the HCC License Agreement if
asked to do so by a successful bidder.

Michael Condyles, Esq., at Kutak Rock LLP, in Richmond, Virginia,
notes that the Debtors have extensively marketed the Assets
through the efforts of Streambank.  He reveals that Streambank
has received indications of interest in the Assets from numerous
parties and approximately 28 potential bidders have executed
confidentiality agreements and have been given access to an
electronic dataroom.

Several parties have submitted offers to purchase all or portions
of the assets as a "stalking horse" bidder and numerous
additional parties have indicated that they would likely
participate in an auction sale of the Assets, but not as a
stalking horse, Mr. Condyles further reveals.

However, despite the numerous interests, the Debtors determined
that the bids it received were either for inadequate value or
were otherwise objectionable and for this reason, the Debtors
have concluded that it is in the best interests of the estate to
seek authorization to sell the Assets through an open auction
process, and without a stalking horse bidder, Mr. Condyles tells
the Court.

Accordingly, the Debtors created an auction process to implement
an efficient, orderly and open sale process which encourages all
potential buyers to submit binding bids.  To facilitate the
bidding process the Debtors drafted a form agreement as the base
against which all bids will be compared.

The salient terms of the Agreement, include:

  -- concurrently with the execution of the Agreement, each
     bidder must deliver a good faith deposit equal to 10% of
     the purchase price to the Sellers.  The Good Faith Deposit
     will be in the form of immediately available funds, and
     will be nonrefundable under certain circumstances, but is
     otherwise to be applied to the Purchase Price;

  -- assumption of certain taxes payable in connection with the
     transactions contemplated by the Agreement and all
     liabilities and obligations arising after the closing
     relating to or arising out of the Assets;

  -- the closing will take place within two business days after
     the entry of an order approving the sale of Assets to a
     bidder;

  -- if a bidder elects to include it in the Agreement, the
     bidder will have the right, during the 30-day period
     following entry of a Sale Order, to instruct HEC to assume
     and assign the HCC License Agreement to the bidder.
     Although the Debtors do not believe there are any cure
     obligations owed to HCC under the HCC License Agreement,
     any bidder electing to require HEC to assume and assign the
     HCC License Agreement must also agree to pay any cure
     obligations, should any exist, and to otherwise satisfy the
     requirements of Section 365 of the Bankruptcy Code with
     respect to the assignment of the HCC License Agreement; and

  -- except for representations and warranties set in the Sale
     Agreement, each bidder must acknowledge that the Subject
     Assets will be conveyed "as is", "where is" and "with all
     faults" and that all warranties of merchantability or
     fitness for a particular purpose are disclaimed by Sellers.

Mr. Condyles notes that although the Assets include two
trademarks owned by MG Canada, the Debtors do not own, and thus
do not seek approval to sell, those trademarks.  Rather, the
Debtors have been advised by the Canadian Trustee overseeing MG
Canada's bankruptcy proceedings that he consents to the Debtors'
marketing those trademarks for sale through the proposed sale
process.  To the extent a bidder submits a bid to purchase MG
Canada's trademarks, the Canadian Trustee has the ultimate
discretion to accept or reject the bid.  In the event that the
Canadian IP is sold as part of the auction sale, the proceeds of
the sale will be paid to MG Canada.

"While the evolving landscape in the home movie distribution
space is creating uncertainty for the average consumer, a
recognized brand will be an essential element in establishing
customer confidence," Gabe Fried, Managing Principal of
Streambank said in a statement.  He added that "customers simply
will be more comfortable using new technology or renting from a
kiosk if it is branded with a recognized brand in the movie
rental space."

A copy of the auction process is available for free at:

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

A copy of the Agreement is available for free at:

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

A list of the Assets is available for free at:

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

                      November 9 Auction

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, if the bankruptcy court approves the proposed auction rules
at a hearing on October 25, an auction will be held on November 9.
Movie Gallery is proposing that the judge require the initial
submission of bids by Nov. 5.  The auction and sale approval
hearing would both occur on Nov. 9.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Movie Gallery


MOVIE GALLERY: Texas Comptroller, et al., Object to Plan
--------------------------------------------------------
The Texas Comptroller of Public Accounts asks the United States
Bankruptcy Court for the Eastern District of Virginia not to
confirm Movie Gallery, Inc., and its Debtor affiliates' Chapter 11
Plan of Liquidation.

Greg Abbott, Esq., the attorney general of Texas, contends that
the Plan conflicts with Section 553(a) of the Bankruptcy Code,
which provides that the Bankruptcy Code does not affect any
rights of a creditor to offset a claim against a mutual
prepetition debt owing by a debtor.  However, he points out that
the Plan proposes to eliminate the setoff rights of creditors
unless a pre-confirmation motion is filed.

Mr. Abbott points out that Section 511 of the Bankruptcy Code
requires the payment of interest at applicable non-bankruptcy law
rates on priority tax claims paid over time pursuant to Section
1129(a)(9)(C) of the Bankruptcy Code.  He notes that the
applicable interest rate on Texas tax claims during 2010 is 4.25%
but the Debtors only lists it as 0.33%, which "blatantly"
violates Section 511.

"While the Comptroller recognizes that the Plan's attempt to
eliminate creditors' setoff rights and stick them with a low-ball
'Case Interest Rate' are in keeping with long-established
practice in this and other districts, the Comptroller believes it
is time for a fundamental re-assessment of that practice," Mr.
Abbott says.

Mr. Abbott cites the Supreme Court's decision in Espinosa v.
United States Aid Funds, Inc., 130 S. Ct. 1367 (2010), which
concerned a plan provision which conflicted with the Bankruptcy
Code.  He relates that while the Supreme Court upheld the
effectiveness of the provision with respect to a creditor who
failed to object to it, the Supreme Court ruled that approving
plans containing provisions contrary to the Bankruptcy Code would
invite "bad faith litigation tactics" and leave the door open for
"unscrupulous debtors" to abuse the bankruptcy process by filing
improper plans in hopes that a court and creditors would overlook
the provisions.  He adds that if a court or creditor discovers
the improper plan provisions, then the debtors could simply amend
the plan to eliminate them, making it a "no risk" proposition to
propose a plan that includes improper provisions.

Mr. Abbott further relates that the Supreme Court laid out two
"roadblocks":

  * bankruptcy courts have an affirmative duty to deny
    confirmation to plans that conflict with the Code, even if
    no party objects; and

  * Debtors and their attorneys face penalties -- specifically,
    sanctions under Rule 9011 of the Federal Rules of Bankruptcy
    Procedure -- for presenting plans for confirmation that they
    know do not comply with the Bankruptcy Code.

Though Espinosa was a Chapter 13 case, Section 1325(a) and
1129(a) of the Bankruptcy Code are practically identical in
describing the circumstances under which a court should confirm a
plan, Mr. Abbott asserts.

The State of New Jersey, Division of Taxation; the Commonwealth
of Pennsylvania, Department of Revenue; and The Connecticut
Department of Revenue Services join in the Texas Comptroller's
opposition to confirmation of the Plan.

In a separate filing, the New York State Department of Taxation
and Finance makes similar arguments as the Texas Comptroller.  In
its objection, the NY Tax Dept. objects to confirmation of the
Plan for these reasons:

  (a) the release and exculpation provisions of the Plan would
      preclude the NY Tax Dept. from pursuing non-Debtor
      individuals who are potentially liable under the New York
      State Tax Law for unpaid sales taxes and withholding
      taxes;

  (b) the Plan fails to include a default provision;

  (c) the Plan improperly attempts to cut off NY Tax Dept.'s
      rights of set-off and recoupment; and

  (d) the Plan does not provide for the proper rate of interest
      which will apply to NY Tax Dept.'s priority tax claims.

                      Texas Tax Authorities

The ad valorem tax jurisdictions of the State of Texas ask the
Court not to confirm the Debtors' Chapter 11 Plan of Liquidation.

The Texas ad valorem tax jurisdictions are composed of:

  -- County of Anderson;
  -- City of Pleasanton;
  -- County of Bastrop;
  -- Tax Appraisal District of Bell County;
  -- County of Bowie;
  -- County of Burnet;
  -- Calhoun Central Appraisal District;
  -- County of Cherokee;
  -- County of Comal;
  -- County of Coryell;
  -- County of Denton;
  -- County of Eastland;
  -- City of Cisco;
  -- City of Eastland;
  -- Eastland Independent School District;
  -- County of Erath;
  -- Floyd Central Appraisal District;
  -- City of Gladewater;
  -- Gladewater Independent School District;
  -- County of Hardeman;
  -- Quanah Independent School District;
  -- City of Quanah, County of Hardin;
  -- County of Harrison;
  -- Harrison Central Appraisal District;
  -- County of Hays;
  -- County of Henderson;
  -- County of Hill;
  -- Hill Central Appraisal District;
  -- Kerrville Independent School District;
  -- County of Leon;
  -- City of Buffalo;
  -- Buffalo Independent School District;
  -- Mexia Independent School District;
  -- City of Waco;
  -- Waco Independent School District;
  -- La Vega Independent School District;
  -- Midway Independent School District;
  -- Midland Central Appraisal District;
  -- County of Milam;
  -- County of Runnels;
  -- County of Stephens;
  -- Taylor Central Appraisal District;
  -- Terry Central Appraisal District;
  -- County of Wilbarger;
  -- Wilbarger Central Appraisal District; and
  -- County of Williamson.

The Parties' claims are in Class 2: Miscellaneous Secured Claim
and are impaired under the Plan.  The claims arise from property
taxes for the 2010 tax year on the Debtors' property in Texas ad
valorem tax jurisdictions, totaling $141,806, plus interest.

Kevin A. Lake, Esq., at Vandeventer Black LLP, in Richmond,
Virginia, relates that on January 1, 2010, personal liability
arose and a statutory lien attached to the Debtors' property for
the 2010 tax year.  He contends that pursuant to the tax laws of
the State of Texas, ad valorem tax liens securing the Debtors'
property taxes are superior over any other claim or lien.

Mr. Lake argues that the Plan provisions which deal with the
secured claims of the Texas Ad Valorem Tax Jurisdictions fail to
provide fair and equitable treatment to the secured claims as
required by Sections 1129(b)(1) and (2)(A) of the Bankruptcy Code
in that the Texas Ad Valorem Tax Jurisdictions:

  -- are entitled to express retention of all property tax liens
     against the collateral, or the proceeds of the sale
     thereof, currently securing their claims until all taxes
     and interest secured by those liens have been paid, and
     object to any transfer of their collateral, or the proceeds
     of the sale thereof, to any party or entity including any
     trust free and clear of liens;

  -- are entitled to interest from the petition date through the
     Effective Date under Section 506(b) of the Bankruptcy Code,
     as well as from the Effective Date until paid in full under
     Section 1129(b) of the Bankruptcy Code, whether or not
     characterized as disputed, at the statutory rate of 1% per
     month as required by Section 511;

  -- object to any distribution to any creditor, including any
     Lenders, any Global Settlement Plan party, or to any Trust
     prior to distribution to their senior secured claims,
     unless an appropriate segregated account is established and
     funded simultaneously therewith to assure the availability
     of funds for the satisfaction of the claims of the Texas Ad
     Valorem Tax Jurisdictions, plus interest as to which they
     will be entitled upon payment;

  -- further object to any distribution to or for the benefit of
     any unsecured creditors to the extent that the segregated
     account is not established, funded, and the liens of the
     Texas Ad Valorem Tax Jurisdiction attached thereto prior to
     any distribution to or for the benefit of the unsecured
     creditors; and

  -- the Texas Ad Valorem Tax Jurisdictions object to the
     "Withholding and Reporting Requirements" inasmuch as they,
     being governmental entities themselves, are not subject to
     the requirements.

In a separate filing, Texas tax authorities composed of a number
of political subdivision of the State of Texas made similar
arguments as the Texas Ad Valorem Tax Jurisdictions.

In its objection, The Texas Taxing Authorities argue that the
Plan fails to properly provide for the payment of interest on its
claims and fails to provide for the retention of its liens on
their collateral.  It asserts that the Plan should not be
confirmed unless and until it specifically provides for the Texas
Taxing Authorities' liens to remain on their collateral until the
claims, including interest thereon, is paid in full.

The Texas Taxing Authorities also hold claims for accrued but
unpaid 2010 ad valorem taxes on certain of the Debtors' real and
personal property.  Certain of the Texas Taxing Authorities hold
claims for delinquent property taxes for the 2009 tax year.  The
Texas Taxing Authorities' claims total more than $370,000.

The Texas Taxing Authorities consists of Atlanta, Atlanta ISD,
Bexar County, Caldwell CAD, Cameron County, Camp CAD, Cisco
College, Cisco ISD, Clay CAD, Coleman County TAD, Corsicana ISD,
Cypress-Fairbanks ISD, Dallas County, Dewitt County, Del Rio,
Edinburg, Edinburg CISD, City of El Paso, Ellis County, Falls
County, Fort Bend County, Galveston County, Gonzales County,
Grayson County, Gregg County, Hamilton CAD, City of Harlingen,
Harlingen CISD, Harris County, Hays CISD, Houston CAD, Hunt
County, Jackson County, Jasper County, Jefferson County, Judson
ISD, Katy ISD, Kaufman County, Kleberg County, Lampasas CAD,
Lavaca County, Lee County, Liberty County, Limestone County,
Matagorda County, City of McAllen, McLennan County, Mission CISD,
Montgomery County, Navarro County, Nueces County, Palacios ISD,
City of Pasadena, City of Pearland, Pecos-Barstow-Toyah ISD,
Pecos County, Pharr-San Juan-Alamo ISD, Pleasanton ISD, Polk
County, Reeves County, Round Rock ISD, San Juan, San Marcos CISD,
San Patricio County, Shelby County, Smith County, South Texas
College, South Texas ISD, Tarrant County, Val Verde County,
Victoria County, Ward County, Weslaco, Weslaco ISD, Wharton
County, Wilson County, Wise CAD, Wise County, Wood County and
Yoakum ISD.

                   The Chapter 11 Plan

The United States Bankruptcy Court for the Eastern District of
Virginia approved on September 8, 2010, an amended version of the
Disclosure Statement explaining the Debtors' Joint Chapter 11
Plan of Liquidation dated July 13, 2010.

All objections to the Disclosure Statement were resolved and the
Court set October 28, 2010, as the hearing date to consider
confirmation of the Plan, according to the court docket.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/MGLiqAnlysis9-10.pdf

Full-text copies of the:

  * Amended Disclosure Statement is available for free at:
    http://bankrupt.com/misc/MG_AmDS-9-9.pdf

  * a missing signature page of the Amended Disclosure Statement
    is available for free at:
    http://bankrupt.com/misc/MG_DSSigPageDS.pdf

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


NBC ACQUISITION: Moody's Junks Corporate Family Rating From 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded NBC Acquisition Corp.'s
(parent company of Nebraska Book Company) Corporate Family and
Probability of Default Ratings to Caa1 from B3.  The associated
instruments ratings detailed below were also downgraded.  All
ratings were placed on review for further possible downgrade.  LGD
assessments are subject to change.

                        Ratings Rationale

The downgrade of NBC's ratings reflect the amplified refinancing
risk as a major portion of the company's public debt and bank
credit facilities will need to be refinanced or restructured over
the next 11 months.  In addition, Nebraska Book Company may face
restrictions during 2011 that would limit its ability to upstream
dividends to its parent (NBC Acquisition Corp.), which are
utilized to meet interest payments on the parent's senior discount
debentures.  Should NBC have difficulty refinancing its debt, it
could be forced to pursue a restructuring transaction that Moody's
could consider a distressed exchange, and hence a default.

Moody's review for downgrade will primarily focus on NBC's
progress towards refinancing the upcoming maturities.  Ratings
could be lowered further if the company does not make near term
progress in this regard.  Moody's review will also focus on NBC's
operating performance in light of increased online competition and
still sluggish economic environment.

These ratings were downgraded and placed on review for possible
downgrade:

Nebraska Book Company

  -- $200 million senior secured notes due December 2011 to B2
     (LGD 2, 27%) from B1 (LGD 2, 25%)

  -- $175 million Senior Subordinated Notes due March 2012 to Caa2
     (LGD 5, 71%) from Caa1 (LGD 5, 70%)

NBC Acquisition Corporation

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1 from B3

  -- $77 million Sr. Discount Debentures due 2013 to Caa3 (LGD 6,
     94%) from Caa2 (LGD 6, 94%)

NBC Acquisition Corp., headquartered in Lincoln, Nebraska, is a
holding company whose sole asset is Nebraska Book Company, Inc.
Nebraska Book Company, Inc., is a leading wholesaler of used
textbooks and operates approximately 275 college bookstores across
the United States.  Revenues for the LTM period ended June 30,
2010, were approximately $609 million.


NEXT 1: Reports $310,100 Net Income in May 31 Quarter
-----------------------------------------------------
Next 1 Interactive, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $310,081 on $680,792 of revenue for the
three months ended May 31, 2010, compared with a net loss of
$1.2 million on $191,415 of revenue for the same period ended
May 31, 2009.

Net income of $310,081 for the three months ended May 31, 2010,
includes a gain from a legal settlement in the amount of
$4.9 million.  The Company also had an accumulated deficit of
$29.7 million and a working capital deficit of $6.9 million at
May 31, 2010.  In addition, the Company reported cash used in
operations during the three months ended May 31, 2010, of
$3.0 million.  While the Company is attempting to increase sales,
the growth has yet to achieve significant levels to fully support
its daily operations.

The Company's balance sheet at May 31, 2010, showed $14.6 million
in total assets, $9.9 million in total liabilities, and
stockholders' equity of $4.7 million.

As reported in the Troubled Company Report on June 11, 2010,
Kramer, Weisman and Associates, LLP, in Davie, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
February 28, 2010.  The independent auditors noted that the
Company had an accumulated deficit of $30.0 million and working
capital deficit of $2.1 million at February 28, 2010, net losses
for the year ended February 28, 2010, of $11.9 million and cash
used in operations during the year ended February 28, 2010, of
$5.6 million.

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

               http://researcharchives.com/t/s?6c88

                           About Next 1

Weston, Fla.-based Next 1 Interactive, Inc., is a media based
company focusing on two segments: travel and real estate.  This
has been made possible through acquisitions, the most notable of
which is the acquisition of Resort and Residence TV in August of
2009.  The R&R network was launched on November 6, 2009, into
roughly 21 million households with DirecTV and Comcast.  The
Company has plans to expand R&R's 24/7 full time lifestyle
programming network, as well as the introduction of interactive
and transactional capabilities.  Additionally, the Network has
plans to include two distinct video on demand "channels" called
R&R Vacation Travel and R&R Homes TV on Demand supported by
websites and call centers.  This new model will allow consumers
their choice of platforms (TV, web, mobile) to view and transact
in both the travel and real estate arenas.  The Company believes
this new model will provide multiple sources of revenue, mainly
from production, interactive applications, advertising,
referral/lead generation fees and commissions due to the Company's
existing licenses and expertise in travel and real estate arenas.


NICOS POLYMERS: Enters Bankruptcy One Day Before Scheduled Auction
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Nicos Polymers Group filed
for bankruptcy protection, one day before mezzanine funds of
specialty finance company Fifth Street Finance Corp. were
scheduled to auction the company's assets.

According to the report, Ronald Schinik, the manager of Nicos,
said in separate court papers that a combination of declining
sales and liquidity issues made it "difficult" for Nicos to
service its debt obligations to the funds.  Although the parties
entered negotiations to restructure Nicos's debt, the funds
"abruptly" provided the company notice that they plan to sell all
of Nicos's assets and scheduled an auction for Thursday, Mr.
Schinik said, the report adds.


NORTEL NETWORKS: To Challenge U.K Watchdog on Pension Debt
----------------------------------------------------------
Lehman Brothers International Europe and Nortel Networks Corp.
are jointly challenging the U.K. Pensions Regulator in a London
court over whether they must pay a combined GBP2.25 billion,
Bloomberg News reported.

The move came after the pensions regulator issued a financial
support direction against the companies.  The FSD seeks funds
from Lehman Brothers to cover the GBP148 million deficit in its
retirement plan, and as much as GBP2.1 billion from Nortel for
the underfunding of its retirement plan.

Both companies argued that they should not be required to pay the
deficits while they are in administration or bankruptcy
protection, Bloomberg News reported.

LBIE's parent company, U.S.-based Lehman Brothers Holdings Inc.,
and Lehman Brothers Asset Management (Europe) Ltd. can also join
the challenge to protect their respective interests pursuant to a
ruling handed down by a U.K. judge at the hearing on
September 29, 2010, according to the report.

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

                       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
disclosed 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)


NORTH SUMMIT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: North Summit Development, LC
        4723 Harrison Blvd., Suite #200
        Ogden, UT 84403

Bankruptcy Case No.: 10-34045

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: M. Darin Hammond, Esq.
                  SMITH KNOWLES
                  4723 Harrison Blvd., Suite 200
                  Ogden, UT 84403
                  Tel: (801) 476-0303
                  Fax: (801) 476-0399
                  E-mail: dhammond@smithknowles.com

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

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

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

The petition was signed by Melvin E. Smith, manager.


OCEAN PARK: Court Extends Plan Filing Exclusivity Until Nov. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, at the behest of Ocean Park Hotels-TOY, LLC, and Ocean
Park Hotels-TOP, LLC, the exclusive periods to file and solicit
acceptances for the proposed Chapter 11 Plan until November 2 and
December 31, respectively.

The Debtors need additional time to resolve the dispute with their
largest creditor, Nationwide Life Insurance Company, and finalize
an appropriate plan.

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.

The Debtor's affiliate, Ocean Park Hotels - TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


ODEON VILLAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Odeon Village, LLC
        560 Stonemoor Circle
        Roswell, GA 30075

Bankruptcy Case No.: 10-90878

Chapter 11 Petition Date: October 14, 2010

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

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  6150 Old National Highway, Suite 200
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  E-mail: reason@easonlawfirm.com

Scheduled Assets: $4,432,150

Scheduled Debts: $3,577,263

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-90878.pdf

The petition was signed by Finia Jahangard, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
J & J Construction Group, Inc.        10-76169            05/31/10


OMC INC: Wins Injunction to Reinstate Pension Fund
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OMC Inc. won a victory in bankruptcy court against
the multi-employer pension plan for the Sheet Metal Workers Union.

Mr. Rochelle recounts that after OMC filed for Chapter 11
protection on Sept. 14, the pension fund terminated the company's
participation in the pension program on account of $1 million that
was in arrears.  The pension plan then notified workers that they
would no longer get credit for additional pension benefits.
Several employees quit and went to work for a competitor, OMC
said.  OMC went to bankruptcy court contending the pension fund
violated the automatic stay resulting from the Chapter 11 filing.

Mr. Rochelle reports that U.S. Bankruptcy Judge Martin Glenn
agreed in an Oct. 13 opinion and granted a temporary injunction
requiring the reinstatement of OMC in the pension program.  The
temporary injunction will last until Oct. 27.  If there isn't
agreement between the parties, OMC can ask for a preliminary
injunction continuing participation on the pension plan. Judge
Glenn required OMC to make payments to the fund every week rather
than every month.

                          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.


OMNIRELIANT HOLDINGS: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------------
OmniReliant Holdings, Inc., filed on October 13, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations.

The Company reported a net loss of $30.8 million on $25.9 million
of revenue for fiscal 2010, compared with a net loss of
$2.6 million on $9.8 million of revenue for fiscal 2009.

The increase in revenues is primarily related to the increase in
revenues from product sales, and the acquisitions of Abazias, Inc.
and Designer Liquidator, Inc.

The Company recorded impairment charges related to long-lived
assets in the amount of roughly $23.0 million during the fourth
quarter ended June 30, 2010, and $198,456 during the year ended
June 30, 2009.  Of the current year amount, $18.3 million related
to the Abazias purchase earlier in the current fiscal year.

The Company had an operating loss of $31.5 million for fiscal
2010, as compared to an operating loss of $4.0 million for fiscal
2009.

Since its inception, the Company has been substantially dependent
upon funds raised through the sale of preferred and common stock
and warrants to sustain its operating and investing activities.
However, recent reviews of the current market, which included
discussions with prior and potential funding sources by the
Company's executive management, indicate that additional funding
at levels to maintain operations at their historical levels and
under the existing structure are doubtful.  The Company's new
management team has commenced certain significant initiatives
focused on restructuring and redirection.  These initiatives will
require substantially all available liquid resources and, if
positive outcomes from these initiatives are not realized by
approximately April 2011, the Company says much of its liquid
resources may be depleted.

The Company's balance sheet at June 30, 2010, showed $14.7 million
in total assets, $9.5 million in total liabilities, $7.8 million
in redeemable preferred stock, and a stockholders' deficit of
$2.6 million.

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

               http://researcharchives.com/t/s?6c7e

                    About OmniReliant Holdings

Clearwater, Fla.-based OmniReliant Holdings, Inc. (OTC BB: ORHI) -
- http://www.omnireliant.com/-- is a consumer products company
which focuses its efforts on building demonstrable brands globally
by deploying direct-to-consumer marketing channels internationally
that include live shopping, infomercials, eCommerce and
traditional "brick-and-mortar" channels of distribution.  As of
June 30, 2010, the Company's business segments consist of (i)
Consumer Products, (ii) Fashing Goods, and (iii) eCommerce.

The Consumer Products segment has historically been engaged in
identifying affordable and demonstrable products to market
principally to domestic customers through direct to consumer
channels such as television infomercials, live shopping networks,
and ecommerce channels.  The newly formed Fashion Goods segment is
engaged in the business of sourcing and distributing designer
fashion goods and accessories on a discounted basis to both the
Business-to-Business ("B2B") wholesale and Business-to-Consumer
("B2C") retail channels of distribution.  The newly formed
eCommerce segment is engaged in retail and wholesale distribution
of specific products and types or categories of products that do
not fit into the Company's Consumer Products or Fashion Goods
segments.


OMNOVA SOLUTIONS: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on OMNOVA Solutions Inc.  S&P revised the
outlook to positive from stable.

At the same time, S&P assigned a 'B+' issue-level rating and a '2'
recovery rating to the company's proposed $200 million term loan B
facility maturing June 2017.  The '2' recovery rating indicates
S&P's expectation for substantial (70%-90%) recovery in the event
of a payment default.

S&P also assigned a 'B-' issue-level rating and a '5' recovery
rating to the company's proposed $250 million senior unsecured
notes due December 2018.  The '5' recovery rating indicates S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default.  The company also plans to obtain a $100 million
asset-based revolving credit facility, which S&P will not rate.

OMNOVA intends to fund the Eliokem International SAS acquisition
through a $200 million senior secured term loan B and $250 million
in senior unsecured notes and approximately $28 million in balance
sheet cash.  OMNOVA will purchase approximately $151 million in
Eliokem equity, repay $154 million in Eliokem debt, and refinance
about $141 million outstanding on an existing term loan.

"The outlook revision reflects the benefits of the Eliokem
acquisition, including an improvement in the business risk profile
through an increase in geographic diversity, better overall
profitability through a greater contribution from higher margin
products, and an increased presence in high growth developing
regions," said Standard & Poor's credit analyst Henry Fukuchi.
"S&P expects these favorable factors to more than offset the
deterioration of its financial risk profile, which would result
from the proposed debt-financed acquisition."

After the proposed transaction, S&P expects the financial profile
to be aggressive with leverage at about 4.7x and funds from
operations to total adjusted debt at about 13% based on S&P's
scenario forecast.

The positive outlook indicates S&P's view that the company should
be able to maintain the total adjusted debt to earnings before
depreciation and amortization ratio slightly below 5x with the
likelihood for modest improvement in the next year or so, which
could potentially warrant a slightly higher corporate credit
rating.


ORCHARD BRANDS: Golden Gate Said to Tap Moelis to Look for Buyers
-----------------------------------------------------------------
Jonathan Keehner and Jeffrey McCracken, writing for Bloomberg
News, report that three people with knowledge of the situation
said Golden Gate Capital Corp. hired Moelis & Co. to find a buyer
for Orchard Brands Corp., as it weighs restructuring the
retailer's debt.

Two sources told Bloomberg that offers may not top the more than
$700 million Orchard Brands owes to lenders.  The sources asked
not to be named because the process isn't public.  Lenders are
poised to take control of the retailer in a restructuring if the
offers are too low, the people said.  Orchard Brands is operating
under a forbearance agreement with its lenders, according to
Bloomberg.

"We are working collaboratively and consensually with all of our
key creditors to fix the balance sheet," said Denise DesChenes, a
spokeswoman for Orchard Brands, Bloomberg reports.

According to Bloomberg, two sources also said initial bids for the
Company are due later this week.

According to Bloomberg, a person familiar with the process said
Orchard Brands is exploring all financial options, including
restructuring its debt, and has received initial interest from
strategic and private-equity bidders.

One source told Bloomberg that:

     -- Orchard Brands has $325 million of first-lien loans held
        by hedge funds including Cerberus Capital Management LP,
        Highland Capital Management LP and Canyon Capital Advisors
        LLC.  The first-lien lenders are being advised by Loughlin
        Meghji & Co. and Sidley Austin LLP; and

     -- American Capital Ltd., the Bethesda, Maryland-based asset
        manager, holds the company's first-lien debt in addition
        to some of its second-lien loans.

Bloomberg relates representatives of Golden Gate, Moelis,
Cerberus, Highland and Loughlin Meghji declined to comment.
Representatives for American Capital, Canyon and Sidley Austin
didn't respond to messages seeking comment.

                       About Orchard Brands

Based in Beverly, Massachusetts, Orchard Brands sells clothing to
people 55 and older.  Orchard Brands has 17 brands including
Appleseed's, Draper's & Damon's, Gold Violin, Haband and Norm
Thompson.  It publishes catalogs and has stores under its
Appleseed's and Draper's & Damon's brands.  It has annual sales of
about $1 billion and earnings before interest, taxes, depreciation
and amortization are about $50 million, sources said told
Bloomberg.

Golden Gate, a San Francisco-based private-equity firm that
manages $9 billion in capital, has invested in retailers such as
Express Inc., Eddie Bauer Holdings Inc. and Zale Corp.


OSI RESTAURANT: Bank Debt Trades at 7% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
93.22 cents-on-the-dollar during the week ended Friday,
October 15, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents
an increase of 0.67 percentage points from the previous week,
The Journal relates.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 9, 2014, and carries Moody's B3 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers
among 203 widely quoted syndicated loans with five or more bids
in secondary trading for the week ended Friday.

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

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


OTTER TAIL: Gets OK to Hire Carl Marks as Financial Advisor
-----------------------------------------------------------
Holly Jessen at Ethanol Producer Magazine reports that a Minnesota
bankruptcy judge approved the employment of Carl Marks Advisory
Group LLC as financial advisor of Otter Tail Ag Enterprises LLC.

The firm, the magazine says, is expected to locate additional
investors to raise money for Otter Tail's proposed plan of
reorganization or amend that plan.  The final option would be
locating a buyer to purchase the plant through a bankruptcy
auction.

According to the report, the Company attempted to raise
$12 million through investors but it was unable to do so by the
deadline, even after a series of extensions.  The money that was
raised has been returned and the courts gave Otter Tail Ag another
extension until a court date of Dec. 2, 2010.

                   About Otter Tail AG Enterprises

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  The Debtor disclosed assets of $66.4 million
against $86 million in debt, nearly all secured, in its schedules.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PACIFIC COAST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pacific Coast Medical Supply, Inc.
        P.O. Box 634
        Astoria, OR 97103

Bankruptcy Case No.: 10-39598

Chapter 11 Petition Date: October 7, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Tara J. Schleicher, Esq.
                  FARLEIGH WADA WITT
                  121 SW Morrison St #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.com

Scheduled Assets: $769,787

Scheduled Debts: $2,631,633

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-39598.pdf

The petition was signed by Norman D. Stutznegger, Jr., president.


PAUL WEISETH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Paul Weiseth
        141 E Old Mountain Rd
        Port Angeles, WA 98362

Bankruptcy Case No.: 10-22074

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jason E. Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW, Ste 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  E-mail: jason@jasonandersonlaw.com

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

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

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


PEARL COS: Seeks More Time to File Exit Proposal
------------------------------------------------
Pearl Cos. said that it's in the process of negotiating a
reorganization proposal with creditors but still needs more time
before it's ready to officially introduce a plan, Dow Jones' DBR
Small Cap reports.

According to the report, Pearl said it has drafted a Chapter 11
plan and has submitted it to the official committee representing
unsecured creditors in the case.   The report relates that the
exclusive period protecting Pearl from rival exit plans ground to
a halt last week, but the company says there's more to be done if
it is to file a plan that has the committee's support.

As a result, the report notes, Pearl is seeking to have its
exclusivity extended by 60 days, to Dec. 11 from Oct. 8.  It also
wants until Feb. 7, 2011, to solicit acceptances for the plan, the
report says.

The report adds that the Company is set to participate in a
meeting with creditors on Oct. 26, but it warned that reaching a
resolution could take more time.

Pearl Cos. filed a Chapter 11 petition on April 9, 2010, in Fort
Lauderdale, Florida (Bankr. S.D. Fla. Case No. 10-19336).  Pearl
Cos. has six arts-and-crafts stores now in operation.  In its
petition, it disclosed assets of $7.9 million and debt totaling
$10.9 million.


PENDLETON APARTMENTS: Court OKs Frank Monroe as Ch. 11 Trustee
--------------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas approved the request of Charles F.
McVay, the U.S. Trustee for the Southern District of Texas to
appoint Frank R. Monroe as Chapter 11 Trustee in Pendleton
Apartments, Ltd.'s bankruptcy case.

Mr. Monroe is a former U.S. Bankruptcy Judge for the Western
District of Texas, Austin Division, who after 20 years of service
returned to private practice in 2009.  He is currently at Graves
Dougherty Hearon & Moody.

Mr. Monroe assured the Court that he is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The United States Trustee has consulted with secured creditors and
parties in interest (a) Fannie Mae and CIKF Multifamily Mezzanine
and Equity Fund I, L.L.C., represented by Attorney "Erik" Weiting
Hsu; and (b) Pendleton Apartments, Ltd., represented by Attorney
Kimberly A. Bartley.

Fannie Mae and CIKF Multifamily filed with the Court on
September 3, 2010, a request to appoint a Chapter 11 trustee.  The
secured creditors said that the Court should appoint a Chapter 11
Trustee in this case because of the Debtor's myriad and
substantial transfers of its assets to insiders or affiliates
without consideration and its apparent lack of a viable contract
to sell property.  During the year immediately preceding the
Debtor's bankruptcy filing, the Debtor transferred approximately
8.4 acres of raw land to an affiliate, BCS Pendleton Apartments
II, Ltd., without receiving any consideration.  During the same
time period, the Debtor also transferred at least $582,841.29 to
its sole limited partner, HHS Partners, LLC, also for no
consideration.  BCS and HHS are unlikely to voluntarily return the
Unimproved Property and Cash Transfer to the Debtor, according to
the secured creditors.  Because the Debtor is ultimately
controlled by the same individuals that also own or control BCS
and HHS, the Debtor cannot effectively exercise its fiduciary
duties to pursue these clearly avoidable transfers, the secured
creditors said.

The secured creditors asked the Court to appoint a Chapter 11
Trustee because the Debtor had until recently relied on an
illusory contract dated June 29, 2010, to sell its primary asset,
a 257-unit apartment complex, to Southridge Real Estate Investment
Trust, Inc., for approximately $21,496,703.  On the eve of the
Sale Contract's August 28, 2010 closing deadline, the Debtor
agreed to extend the closing date to September 30, 2010, without
documentation of Southridge's efforts or ability to secure
financing to consummate the the Sale Contract, and without
evidence that Southridge has funded the requisite $100,000 deposit
under the Sale Contract.  The Debtor unsuccessfully attempted to
sell the Property to Southridge, its affiliates, or another third
party no less than three times during the past eighteen months.
The Sale Contract was terminated because of Southridge's inability
to fund the $100,000 deposit.  "In light of the substantial value
of the Debtor's transfers to insiders or affiliates, as well as
the Debtor's poor track record of closing on sales of the
Property, and the termination of the Sale Contract, the Court
should appoint a Chapter 11 Trustee in this case," the secured
creditors stated.

The Debtor didn't oppose the creditors' request.  On September 3,
2010, this Court authorized the U.S. Trustee to appoint a Chapter
11 trustee.

                    About Pendleton Apartments

Houston, Texas-based Pendleton Apartments Ltd. filed for Chapter
11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Tex. Case
No. 10-35530).  Kimberly Anne Bartley, Esq., at Waldron &
Schneider, LLP, assists the Company in its restructuring effort.
The Company disclosed $21,538,928 in assets and $20,445,946 in
liabilities.


PHARMATHENE INC: Listing Compliance Plan Accepted by the NYSE Amex
------------------------------------------------------------------
PharmAthene, Inc. disclosed that based on information provided by
PharmAthene in its compliance plan, and discussions with Exchange
staff, the NYSE Amex LLC (NYSE Amex) has determined that the
Company made a reasonable demonstration of its ability to regain
compliance with the NYSE Amex listing requirements and granted
PharmAthene an extension until January 26, 2012 to demonstrate its
compliance.

Eric I. Richman, PharmAthene's interim Chief Executive Officer,
noted, "We are extremely pleased by this decision and optimistic
in our ability to satisfy the continued listing standards of the
NYSE Amex by the end of the extension period.  PharmAthene will be
able to continue its listing during this time, subject to periodic
reporting regarding progress under the compliance plan and review
by the NYSE Amex staff."

On July 26, 2010 the Company had received a letter from the NYSE
Amex, stating that it is not in compliance with the continued
listing standards specified in Sections 1003(a)(i), (ii) and (iii)
of the NYSE Amex Company Guide, because it had stockholders'
equity of less than $2.0 million, $4.0 million and $6.0 million
and losses from continuing operations and/or net losses in two of
its three most recent fiscal years, three of its four most recent
fiscal years and its five most recent fiscal years, respectively.
PharmAthene submitted a compliance plan on August 25, 2010,
addressing how it intends to regain compliance with Sections
1003(a)(i), (ii) and (iii) of the Company Guide by January 26,
2012.


PHI GROUP: Kabani & Company Raises Going Concern Doubt
------------------------------------------------------
PHI Group, Inc., filed on October 13, 2010, its annual report on
Form 10-K for the fiscal year ended June 30, 2010.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit of $27.0 million at June 30, 2010, and incurred a net loss
amounting $3.6 million for the year ended June 30, 2010.  In
addition, the Company has a development project that will expire
if not renewed by requisite authorities.

The Company reported a net loss of $3.6 million on $83,990 of
revenue in fiscal 2010, compared to a net loss of $6.8 million on
$2.0 million of revenue in fiscal 2009.  The decrease in revenues
is mainly due to a decrease in the size and scope of the merger
and acquisition activities during the current year.

The Company recorded a loss on marketable securities of
$4.0 million for the year ended June 30, 2009.  There was no such
loss for the fiscal year ended June 30, 2010.

The Company also recorded a loss on debt settlement of $2,701 for
the year ended June 30, 2010, compared to a gain on debt
settlement of $187,794 for the year ended June 30, 2009.  The
Company recorded an impairment of marketable securities in the
amount of roughly $1.7 million for the year ended June 30, 2010,
compared to $4.1 million for the year ended June 30, 2009, and an
impairment of loan receivable of $109,600 for the year ended
June 30, 2010, compared to $282,148 for the year ended June 30,
2009.

The Company's balance sheet at June 30, 2010, showed $1.1 million
in total assets, $8.1 million in total liabilities, and a
stockholders' deficit of $7.0 million.

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

               http://researcharchives.com/t/s?6c87

                         About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc. (OTC BB: PHIE)
-- http://www.phiglobal.com/-- through its wholly-owned and
majority-owned subsidiaries engages in a number of diverse
business activities including consulting, merger and acquisition
advisory services, real estate development, mining, and
independent energy and maintains minority interests in various
companies operating in the areas of infrastructure, construction,
natural resources, finance, manufacturing, services and retail.
The Company provides financial consultancy and M&A advisory
services to U.S. and foreign companies and invests in selective
businesses that may create long-term shareholder value.


POST APARTMENT: S&P Assigns Ratings on $150 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Post Apartment Homes L.P.'s $150 million 4.75% senior unsecured
notes due Oct. 15, 2017.

PAHLP is the operating partnership of Post Properties Inc.
(referred to collectively here, along with PAHLP, as Post or the
company).  Post plans to use proceeds from the offering to repay
its remaining approximately $100.5 million 7.7% senior notes due
Dec. 20, 2010, reduce borrowings under its unsecured lines of
credit, and for general corporate purposes.  The interest expense
on the newly issued notes is lower than the interest expense on
the total debt being refinanced.  As such, S&P believes the mostly
debt-for-debt transaction will modestly improve fixed-charge
coverage, reduce exposure to variable-rate debt, and lengthen the
debt maturity profile.  The newly issued notes are governed by the
same covenants governing the company's maturing notes, with the
exception that investments in unconsolidated entities are excluded
from the calculation of total unencumbered assets.

Atlanta-based Post is among the smallest of the 10 multifamily
REITs that Standard & Poor's rates, with a roughly $2.7 billion
portfolio of 55 apartment properties containing 19,863 units.
S&P's ratings on the company reflect its satisfactory business
risk profile, supported by a comparatively small and
geographically concentrated portfolio of good-quality apartment
properties, and intermediate financial risk profile, characterized
by moderate leverage but weaker debt coverage measures.  Post's
liquidity is adequate, in S&P's view, to meet its funding needs.
In second-quarter 2010, Post's same-property net operating income
decreased 5.3% year-over-year.  At the same time, economic
occupancy improved 190 basis points to 95.2%, and two communities
in lease-up stabilized.  Post also initiated development of a
second phase, 344-unit community in Alexandria, Va.  As of second
quarter ended June 30, 2010, one community remained in lease-up
(with a projected fourth-quarter 2010 stabilization date).
Additionally, since the end of the second quarter, one condo
project in Austin recently opened, and another in Atlanta was
poised to open in the fourth quarter.  The company's debt coverage
measures in the first half of 2010 improved modestly due to lower
interest expenses and higher funds from operations, while leverage
held steady.  Fixed-charge coverage rose to 1.9x (from 1.8x in the
first quarter), while FFO (before impairment charges) fully
covered the common dividend and recurring capital expenditures.

                         Rating Assigned

                    Post Apartment Homes L.P.

      $150 mil. 4.75% senior notes due Oct. 15, 2017   BBB-

                           Rating List

                       Post Properties Inc.

    Corporate credit rating                    BBB-/Stable/--
    Preferred stock                            BB

                    Post Apartment Homes L.P.

    Corporate credit rating                    BBB-/Stable/--
    Senior unsecured                           BBB-


PREMIER BANK: Closed; Providence Bank Assumes All Deposits
----------------------------------------------------------
Premier Bank of Jefferson City, Mo., was closed on Friday,
October 15, 2010, by the Missouri Division of Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Providence Bank of Columbia, Mo., to
assume all of the deposits of Premier Bank, except certain
brokered deposits.  Brokered deposit customers should contact
their brokers directly about the status of their accounts.

The nine branches of Premier Bank will reopen during normal
banking hours as branches of Providence Bank.  Depositors of
Premier Bank will automatically become depositors of Providence
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage.  Customers of
Premier Bank should continue to use their existing branch until
they receive notice from Providence Bank that it has completed
systems changes to allow other Providence Bank branches to process
their accounts as well.

As of June 30, 2010, Premier Bank had around $1.18 billion in
total assets and $1.03 billion in total deposits.  Providence Bank
did not pay the FDIC a premium for the deposits of Premier Bank.
In addition to assuming all of the deposits of the failed bank,
Providence Bank agreed to purchase around $657.9 million of the
failed bank's assets.  The FDIC will retain the balance of the
assets for later disposition.

The FDIC and Providence Bank entered into a loss-share transaction
on $408.7 million of Premier Bank's assets.  Providence Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers. For more information on loss
share, visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2820.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/premier_mo.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $406.9 million.  Compared to other alternatives,
Providence Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Premier Bank is the 132nd FDIC-insured
institution to fail in the nation this year, and the sixth in
Missouri.  The last FDIC-insured institution closed in the state
was WestBridge Bank and Trust, Chesterfield, also on October 15.


R. BRADFORD ENGELHARDT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: R. Bradford Engelhardt
          aka Brad Engelhardt
        7660 Nemec Drive
        West Palm Beach, FL 33406

Bankruptcy Case No.: 10-41156

Chapter 11 Petition Date: October 13, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Road, # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  E-mail: dlmerrill@sbwlawfirm.com

Scheduled Assets: $1,785,472

Scheduled Debts: $2,815,511

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41156.pdf


RAFAELLA APPAREL: PwC Raises Going Concern Doubt
------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt against
Rafaella Apparel Group Inc.'s ability as a going concern due to
the Company's senior secured notes mature in June 2011 and the
Company does not expect its forecasted cash and credit
availability to be sufficient to meet its debt repayment
obligations under the senior secured notes.

The Company's balance sheet at June 30, 2010, showed
$83.74 million in total assets, $90.50 million in total
liabilities, $60.11 million of redeemable convertible preferred
stock, and a stockholders' deficit of $66.87 million.

The Company reported net income of $903,000 on $113.96 million of
net sales for the year ended June 30, 2010, compared with a net
loss of $15.44 million on $147.97 million of net sales for the
year ended June 30, 2009.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?6c86

                   About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.  The Company
outsources the manufacturing and production of its clothing line
to factories primarily in Asia.  It sells directly to department,
specialty and chain stores and off-price retailers.

The Company's balance sheet at March 31, 2010, showed
$82.3 million in total assets, $87.5 million in total
liabilities, $59.1 million in redeemable convertible preferred
stock, and a stockholders' deficit of $64.3 million.


RAWLINS LIZANATAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rawlins Lizanatay, L.L.C., A Wyoming LLC
          dba Quality Inn
        1801 East Cedar
        Rawlins, WY 82301

Bankruptcy Case No.: 10-33228

Chapter 11 Petition Date: October 14, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Christopher R. Kaup, Esq.
                  TIFFANY & BOSCO, P.A.
                  2525 E. Camelback Road, Suite 300
                  Phoenix, AZ 85016-4237
                  Tel: (602) 255-6000
                  Fax: (602) 255-0103
                  E-mail: crk@tblaw.com

Scheduled Assets: $3,809,094

Scheduled Debts: $7,244,310

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33228.pdf

The petition was signed by Dallas Bligh, member of Lizanatay
Holdings, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arizona Lizanatay, LLC                10-33205            10/14/10
Buffalo Propertis, LLC                10-33222            10/14/10
Grand Valley Lizanatay, LLC           10-33225            10/14/10
Lizanatay Holdings, LLC               10-33218            10/14/10
Lizanatay Management Services, LLC    10-33209            10/14/10


RCN CORPORATION: Moody's Assigns 'B2' Rating to Senior Loan
-----------------------------------------------------------
Moody's Investors Service assigned definitive ratings for RCN
Corporation (dba Sidera Networks, and formerly rated as RCN
Metro), in line with its provisional ratings issued in May of this
year.  Sidera has completed its transaction to separate from the
cable business of its former parent (old RCN Corp.) as expected
when Moody's provisional ratings were assigned.  Sidera's
$25 million senior secured revolving credit facility due 2015 and
$240 million term loan due 2016 are rated B2, in line with the
company's Corporate Family Rating.  Moody's maintains a B3
Probability of Default Rating for Sidera, also unchanged from the
rating assigned in May.

Moody's had previously withdrawn its former definitive ratings for
RCN Corporation (the predecessor company that also owned and
housed the assets of Sidera and the company's cable assets, now
named RCN Telecom Services LLC) and has now withdrawn the former
provisional ratings previously assigned to RCN Corporation for its
Sidera (RCN Metro) business line in May 2010.  Net proceeds from
the recently closed financing augmented equity capital from new
owner ABRY Partners to fund the $1.2 billion acquisition of (old)
RCN Corporation, refinance its former debt and pay related fees
and transaction expenses (note that separate financings were
arranged and ultimately completed for the B1-rated RCN Telecom
Services LLC).  The company has performed largely in accordance
with expectations since the transaction was announced and the
provisional ratings were assigned, and the terms of the financing
(including the underlying terms and conditions of the final bank
credit agreement) are substantially the same as originally
contemplated.

This is a summary of Moody's ratings for RCN Corporation and the
rating actions:

Issuer: RCN Corporation

  -- Corporate Family Rating, Assigned B2 (Withdrew former (P)B2)

  -- Probability of Default Rating, Assigned B3 (Withdrew former
     (P)B3)

  -- $25 Million Senior Secured Revolving Credit Facility due
     2015, Assigned B2 (LGD3-33%), Withdrew fomer (P)B2 (LGD3-34%)

  -- $240 Million Senior Secured Term Loan due 2016, Assigned B2
     (LGD3-33%), Withdrew former (P)B2 (LGD3-34%)

  -- Rating Outlook, Stable

                        Ratings Rationale

Sidera's B2 corporate family rating reflects the company's small
scale, the competitive environment in which it operates and the
inherent capital intensity of the CLEC business.  Much of the
company's footprint is in the highly competitive northeastern US
market.  The ratings are supported by the company's ability to
deliver growth through a tough environment, having achieved annual
revenue growth throughout the recent recession, while many
wireline providers are still witnessing revenue declines.  In
Moody's view, demand for the company's services and stability of
its contracted, recurring revenues support the rating.  However,
Moody's is concerned about the long-term sustainability of revenue
growth and the high capital expenditures needed to drive that
growth.

The stable outlook is based on Moody's view that the company, with
adequate liquidity to fund growth, should be able to capitalize on
favorable near-term wholesale bandwidth capacity trends.  Moody's
believes that the company has good liquidity based on expectations
of positive free cash flow in FY 2010 (and beyond) and full access
to its $25 million revolver.  Additionally, Moody's notes that
over 90% of the company's capital expenditures are success-based
or growth driven, which reduces the risk of building ahead of
demand.

The ratings for the debt instruments reflect both the overall
probability of default for Sidera, to which Moody's has assigned a
B3 PDR, and a below-average mean family loss given default
assessment of 35% (or an above-average mean family recovery
estimate of 65%), in line with Moody's LGD Methodology and typical
treatment for an all-first-lien senior secured debt capital
structure.

The ratings could be increased if the company were to
significantly diversify its revenue base while simultaneously
improving its credit metrics, including producing a free cash flow
to debt ratio over 10%.  The ratings could be lowered if leverage
fails to fall below 4.0x by FYE 2011.  Downward ratings pressure
could also result from a cash payout to the company's equity
sponsor which materially weakens the company's liquidity.

The last rating action for RCN Corporation (Sidera Networks; RCN
Metro) was on May 6, 2010, when Moody's issued the company's
provisional ratings (including a (P)B2 CFR and (P)B3 PDR) based on
the merger proposal.

Sidera Networks is a US-based broadband infrastructure provider.
The company's fiber network serves wireless providers, carriers,
and enterprise customers in the Northeast, mid-Atlantic, and
Chicago.


REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.54 cents-on-the-
dollar during the week ended Friday, October 15, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.87 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on September 30, 2013, and carries Moody's
B1 rating and Standard & Poor's CCC- rating.  The loan is one of
the biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at June 30, 2010, showed $8.18 billion
in total assets, $9.13 billion in total liabilities, and a
stockholders' deficit of $951.00 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


RONALD HOLLEY: Gets No Offer for Stateline Mobile Park
------------------------------------------------------
George Nelson at Business Journal Daily reports that no bid was
offered for one of the three properties of Ronald W. Holley and
Marsha L. Holley, and the high bids for the other two properties
were substantially below the minimum bids established by U.S.
Bankruptcy Court in Akron.

None of the 11 registered bidders made an offer during the first
round that met the minimum set by the bankruptcy court.  The
auction resumed at initial bids below the court-established
minimum, according to the journal.  The journal relates that
bidding for:

   * Vintage Village started at $250,000 -- far below the $1.3
     million minimum opening bid set for the 45-acre, 228-pad
     property -- before Roman called "sold" on Platz' $800,000
     bid.  If the bid is approved by the court at a hearing Oct.
     22, 2010, Platz said the owner plans to continue to operate
     it as a mobile home park.

   * Country Squire, a 66-pad park on two acres in Alliance,
     started at $100,000 and increased in increments of $5,000 and
     $10,000 before plateauing at $265,000 with the bid submitted
     by Dave Klein of Hartville.  The court had set a minimum
     opening bid of $369,000 for the mobile home park.

No one submitted a bid for Stateline, an 88-pad mobile home park
on 11 acres in Lowellville.  The minimum bid on that property was
$224,000, notes Mr. Nelson.

Ronald W. Holley and Marsha Holley filed a joint Chapter 11
petition on April 27, 2010  (Bankr. N.D. Ohio Case No. 10-51963).
David A. Mucklow, Esq., in North Canton, Ohio, serves as counsel
to the Debtors.  In its schedules, the Debtors disclosed
$4,557,124 in assets and $6,024,212 in debts.  The Debtors'
businesses are known as Country Squire Estates Ltd, Vintage
Village Ltd., R & R Butler Ltd., R & M Stateline Ltd., and RW
Holley Enterprise.


ROTHSTEIN ROSENFELDT: Adler Forfeits NYC Apartment
--------------------------------------------------
A name partner in Ponzi schemer Scott W. Rothstein's law firm has
settled a portion of the government's claims against him by
agreeing to forfeit a Manhattan co-op he and his wife bought with
a $475,000 loan from the bankrupt firm, Bankruptcy Law360 reports.

Law360 says Russell Adler and his wife, Katie, agreed to transfer
title of the apartment to the U.S. within five days, according to
the order approving the settlement agreement, filed Wednesday.

                      About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SE10 W: Files Schedules of Assets & Liabilities
-----------------------------------------------
SE10 W & L, LLC, has filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                        $3,900,000
B. Personal Property                       $27,744
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $8,448,710
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $312,630
                                       -----------     -----------
      TOTAL                             $3,927,744      $8,761,340

Tarzana, California-based SE10 W & L, LLC, filed for Chapter 11
bankruptcy protection on September 16, 2010 (Bankr. C.D. Calif.
Case No. 10-21696).  Raymond H. Aver, Esq., at the Law Offices of
Raymond H. Aver APC, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million as of the
Petition Date.

Affiliate 60th & K, LLC, filed separate Chapter 11 petition on
April 30, 2010 (Bankr. C.D. Calif. Case No. 10-15070).


SE10 W: Section 341(a) Meeting Scheduled for Oct. 21
----------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of SE10 W &
L, LLC's creditors on October 21, 2010, at 11:30 a.m.  The meeting
will be held at 21051 Warner Center Lane, #105, Woodland Hills, CA
91367.

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

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

Tarzana, California-based SE10 W & L, LLC, filed for Chapter 11
bankruptcy protection on September 16, 2010 (Bankr. C.D. Calif.
Case No. 10-21696).  Raymond H. Aver, Esq., at the Law Offices of
Raymond H. Aver APC, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million as of the
Petition Date.

Affiliate 60th & K, LLC, filed separate Chapter 11 petition on
April 30, 2010 (Bankr. C.D. Calif. Case No. 10-15070).


SECURITY SAVINGS: Closed; Simmons First National Assumes Deposits
-----------------------------------------------------------------
Security Savings Bank, F.S.B. of Olathe, Kan., was closed on
Friday, October 15, 2010, by the Office of Thrift Supervision,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Simmons First National Bank
of Pine Bluff, Ark., to assume all of the deposits of Security
Savings Bank, F.S.B.

The nine branches of Security Savings Bank, F.S.B. will reopen
during their normal business hours beginning Saturday as branches
of Simmons First National Bank.  Depositors of Security Savings
Bank, F.S.B., will automatically become depositors of Simmons
First National Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage.
Customers of Security Savings Bank, F.S.B. should continue to use
their existing branch until they receive notice from Simmons First
National Bank that it has completed systems changes to allow other
Simmons First National Bank branches to process their accounts as
well.

As of June 30, 2010, Security Savings Bank, F.S.B., had around
$508.4 million in total assets and $397.0 million in total
deposits.  Simmons First National Bank did not pay the FDIC a
premium for the deposits of Security Savings Bank, F.S.B.  In
addition to assuming all of the deposits of the failed bank,
Simmons First National Bank agreed to purchase essentially all of
the assets.

The FDIC and Simmons First National Bank entered into a loss-share
transaction on $334.2 million of Security Savings Bank, F.S.B.'s
assets.  Simmons First National Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers. For
more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html
Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-537-4048.  Interested parties also can
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/securitysavingsfsb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $82.2 million.  Compared to other alternatives, Simmons
First National Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Security Savings Bank, F.S.B. is the 130th
FDIC-insured institution to fail in the nation this year, and the
second in Kansas.  The last FDIC-insured institution closed in the
state was Thunder Bank, Sylvan Grove, on July 23, 2010.


SENECA GAMING: S&P Gives Negative Outlook; Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Niagara Falls, N.Y.-based Seneca Gaming Corporation, a tribally
chartered corporation of the Seneca Nation of Indians, to negative
from stable.  The 'BB' issuer credit rating, along with all
related issue-level ratings, were affirmed.

"The revision of the outlook to negative reflects S&P's belief
that uncertainty surrounding the pending negotiation between the
Nation and the State of New York regarding the exclusivity
provisions in the gaming compact and the payment for this
exclusivity increases refinancing risk for Seneca Gaming
Corporation's $500 million senior notes due May 2012," said
Standard & Poor's credit analyst Michael Listner.

Given this uncertainty, S&P believes that the potential for a
lengthy negotiation process poses heightened credit risks for SGC,
as it could delay or prohibit a timely refinancing ahead of the
issuer's maturing capital structure.  Although S&P believes at
this time the potential for the state to pursue a termination of
the compact is unlikely given the financial incentives for both
parties involved, the revision of the outlook also reflects the
lack of clarity regarding a potential resolution, which could
possibly alter SGC's competitive position.

The pending negotiation was prompted by a notice alleging that the
Nation owes the state $214 million for exclusivity payments.
These payments were withheld based on the Nation's belief that the
state has breached the exclusivity provisions in the compact by
allowing the operation of various gaming devices within the
Nation's exclusivity region.  Although SGC has continued to
expense and remit these payments to the Nation for payment to the
state, it appears that the withholding of these funds by the
Nation had not been communicated to SGC until only recently.  S&P
believes that the apparent limited transparency between the Nation
and SGC in this instance presents operational and refinancing
risks, as it seems that unilateral decisions made by the Nation
were done so without consulting its primary source of revenue, the
gaming operations of SGC.

S&P believes that SGC has worked with the Nation to maintain a
financially prudent credit profile.  SGC incurs a head lease
expense that is paid to the Nation for the rental of land used in
the operation of its gaming facilities.  In response to the
weakness in the economy, the Nation agreed in fiscal 2009 to
reduce this obligation to $76 million annually.  Further, SGC has
committed to establishing a cash reserve to reduce a portion of
its maturing notes and has received approval to reduce
distributions to the Nation from prior-year levels.  These
measures, in S&P's view, exhibit a commitment to maintaining a
good liquidity position and credit metrics consistent with the
'BB' rating.


SIRIUS XM: Adds Over 334,000 Net Subscribers in 3rd Quarter
-----------------------------------------------------------
SIRIUS XM Radio has added 334,727 net subscribers in the third
quarter of 2010, compared to a net subscriber gain of 102,295 in
the third quarter of 2009.

In the first three quarters of this year, SIRIUS XM added
1,089,417 net subscribers compared to a loss of 488,126 net
subscribers in the first three quarters of 2009. The Company ended
the third quarter with a record-high 19,862,175 subscribers, an
increase of more than 1.3 million subscribers from September 30,
2009.

Of these amounts, in the first three quarters of this year:

   * XM satellite radio added 469,165 net subscribers compared to
     a loss of 145,855 net subscribers in the first three quarters
     of 2009; and

   * SIRIUS satellite radio added 620,252 net subscribers in the
     first three quarters of this year compared to a loss of
     342,271 net subscribers in the first three quarters of 2009.

XM ended the third quarter with 10,218,265 subscribers, an
increase of more than 513,000 subscribers from September 30, 2009.
SIRIUS satellite radio ended the third quarter with 9,643,910
subscribers, an increase of more than 833,000 subscribers from
September 30, 2009.

SIRIUS XM said these additional third quarter 2010 subscriber
metrics:

   * Self-pay churn improved to 1.9% for the third quarter of 2010
     from 2.0% for the third quarter of 2009; and

   * The conversion rate from a trial subscription included in the
     sale of a vehicle to a self-pay subscription improved in the
     third quarter of 2010 to 48.1%, up from 46.2% for the third
     quarter of 2009.

The Company expects to end the year with approximately
20.1 million subscribers, implying net additions of approximately
1.3 million in 2010.

SIRIUS XM plans to release full third quarter 2010 financial
results in November 2010.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at June 30, 2010, showed $7.20 billion
in total assets, $7.02 billion in total liabilities, and
stockholders' equity of $180.42 million.

                           *     *     *

Sirius carries (i) a 'B' corporate credit rating from Standard &
Poor's and (ii) 'Caa1' corporate family rating and 'B3'
probability of default rating from Moody's.

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.

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.


SIRIUS XM: Note Upsizing Won't Affect S&P's 'B+' Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Sirius XM Radio Inc. subsidiary XM Satellite Radio Inc.'s
privately placed Rule 144A 7.625% senior unsecured notes due 2018
remain unchanged after the deal's upsizing to $700 million from
$550 million.  Despite the increase, the issue-level rating on the
notes remains at 'B+' (at the same level as the 'B+' corporate
credit rating on Sirius XM) with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery for
noteholders in the event of a payment default.  The company plans
to use proceeds to back the tender offer for XM Satellite Radio's
$526 million 11.25% senior secured notes due June 15, 2013.  The
upsizing should have a negligible impact on debt leverage, as S&P
anticipates the company will use the incremental proceeds to repay
other debt.

S&P's corporate credit rating on Sirius XM is 'B+' and the rating
outlook is stable.  S&P believes that a continued recovery in auto
sales will stimulate subscriber growth over the near term and
enable the company to steadily improve its credit measures.  For
an upgrade to 'BB-', the company will need to demonstrate
consistency in EBITDA and discretionary cash flow trends, and
adhere to a financial policy that will facilitate adjusted
leverage of less than 5.5x on a sustained basis.

                          Ratings List

                       Sirius XM Radio Inc.

                     XM Satellite Radio Inc.

       Corporate Credit Rating                B+/Stable/--

                     XM Satellite Radio Inc.

            $700M 7.625% sr unsecd nts due 2018     B+
               Recovery Rating                      4


SIRIUS XM: Note Upsizing Won't Affect Moody's 'B3' Rating
---------------------------------------------------------
Moody's Investors Service said that there is no change in its
ratings for Sirius XM Radio Inc. or XM Satellite Radio Inc.
following the $150 million upsizing of XM Satellite Radio Inc.'s
7.625% Senior Unsecured bond offering to $700 million from
$550 million.  Sirius XM plans to utilize the incremental net
proceeds to pay fees and expenses associated with the transactions
and for general corporate purposes, which may include the
repayment of other indebtedness.  Assuming all $526 million of the
existing 11.25% senior secured notes are successfully tendered,
the combined costs of the tender premium and tender fee would
exceed $64 million.  In addition, the company has incurred related
expenses including underwriting fees and customary legal and
accounting costs.  Prior to the upsize, the company would have
applied available cash to fund tender costs and related expenses
that were not covered from net proceeds.

This is a summary of Moody's ratings for Sirius XM:

Issuer: Sirius XM Radio Inc.

  -- Corporate Family Rating, B3
  -- Probability of Default Rating, B2
  -- Speculative Grade Liquidity Rating, SGL-2
  -- 9.75% Senior Secured Notes due 2015, Ba3, LGD2 - 12%
  -- 8.75% Senior Unsecured Notes due 2015, B3, LGD4 - 65%

Issuer: XM Satellite Radio Inc.

  -- 11.25% Senior Secured Notes due 2013, Ba3, LGD2 - 12%

  -- NEW $700 million of 7.625% Senior Unsecured Notes due 2018
     (upsized from $550 million), B3, LGD4 - 65%

  -- 13% Senior Unsecured Notes due 2013, B3, LGD4 - 65%

The last rating action was on October 13, 2010, when Sirius XM's
CFR was upgraded to B3 from Caa1, its PDR was upgraded to B2 from
B3, and associated instruments were upgraded.  Moody's also
assigned a B3 rating to the NEW 7.625% senior unsecured notes due
2018.

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; (ii) 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 135 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.


SOUTHPEAK INTERACTIVE: Reznick Group Raises Going Concern Doubt
---------------------------------------------------------------
SouthPeak Interactive, Inc., filed on October 13, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operating activities, has substantial contingencies, and is in
default of its production advance payable.

On August 17, 2009, the Company entered into a unit production
financing agreement with a producer relating to the production of
certain games, of which the balance outstanding under this
agreement was roughly $3.8 million at June 30, 2010.  The Company
has failed to make the required payments under this agreement.  As
a result, the production advance payable is currently in default
and is accruing additional production fees at $0.009 per unit
(based upon 382,000 units) for each day after November 15, 2009,
(approximately $725,000 through June 30, 2010).

The Company reported a net loss of $5.8 million in fiscal 2010,
compared with a net loss of $12.2 million in fiscal 2009.

"While fiscal 2010 was a challenging year, we made critical
improvements to our infrastructure and carefully controlled our
costs to better align our operations with our revenue stream.  We
are now better positioned to execute our strategic initiatives and
grow our business in fiscal 2011," said Melanie Mroz, CEO of
SouthPeak.  "We effectively concluded our outstanding legal
disputes, as well as improved our internal controls and financial
reporting procedures.  Following the close of the fiscal year we
strengthened our balance sheet securing access of up to
$12 million in working capital, which allows us additional
flexibility to accomplish our growth objectives.  While our top
line was impacted by the volatile retail environment in fiscal
2010, based on our strategy of releasing fewer next generation
titles while implementing strict expense control, we demonstrated
significant year-over-year improvement to our bottom line."

For the fiscal year ended June 30, 2010, SouthPeak reported net
revenues of $40.3 million, compared with $47.3 million for the
fiscal year ended June 30, 2009.  The decrease in revenues was
primarily due to a decrease in the number of titles released for
next generation platforms and fewer units sold for next generation
platforms Xbox 360 and PS3, which sell at a higher MSRP compared
with Nintendo DS and Wii.

For fiscal 2010 gross profit increased to $11.8 million, or 29% of
revenues, from $11.7 million, or 25% of revenues, for fiscal 2009.
The increase in gross profit is attributable to prior period write
offs of acquired game sequels from SouthPeak's acquisition of
Gamecock in October 2008.

Total operating expenses for fiscal 2010 decreased by 32% to
$16.1 million, compared with $23.5 million in fiscal 2009.  The
significant improvement in operating expense was due primarily to
a $3.3 million gain on settlement of trade payables associated
with the termination of a co-publishing and distribution
agreement.  SouthPeak also reduced its sales and marketing
expenses by 33% to $7.9 million.  These gains were partially
offset by a 16% increase in general and administrative expenses of
$11.3 million during fiscal 2010, primarily due to an
approximately $1.5 million increase in professional fees comprised
primarily of increased Sarbanes-Oxley compliance consulting fees,
and increased legal costs associated with increased litigation
during the year, and costs associated with being a public company.
SouthPeak expects its general and administrative costs to decrease
in fiscal 2011.

Adjusted EBITDA loss for fiscal 2010 was $1.7 million, compared
with an adjusted EBITDA loss of $5.3 million in fiscal 2009.
Adjusted EBITDA is a non-GAAP measurement that the Company uses as
a metric to provide information about SouthPeak's operating
trends.  SouthPeak defines adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization and certain non-
cash and cash expenses that do not reflect costs related to the
Company's core operations, including non-recurring charges
associated with SouthPeak's CDV litigation.

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

               http://researcharchives.com/t/s?6c80

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

               http://researcharchives.com/t/s?6c81

                   About SouthPeak Interactive

SouthPeak Interactive Corporation (OTC BB: SOPK)
-- http://www.southpeakgames.com/-- develops and publishes
interactive entertainment software for all current hardware
platforms including: PlayStation(R)3 computer entertainment
system, PSP(R) (PlayStation(R)Portable) system, PlayStation(R)2
computer entertainment system, PSP(R)go system, Xbox 360(R)
videogame and entertainment system, Wii(TM), Nintendo DS(TM),
Nintendo Dsi(TM) and PC. SouthPeak's games cover all major genres
including action/adventure, role playing, racing, puzzle strategy,
fighting and combat.  SouthPeak's products are sold in retail
outlets in North America, Europe, Australia and Asia.  SouthPeak
is headquartered in Midlothian, Virginia, and has offices in
Grapevine, Texas and Leicester, England.


SPIRIT FINANCE: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Spirit Finance
Corp. is a borrower traded in the secondary market at 88.00 cents-
on-the-dollar during the week ended Friday, October 15, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.03
percentage points from the previous week, The Journal relates.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 23, 2013, and carries
Moody's Ca rating and Standard & Poor's D rating.  The loan is one
of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Troubled Company Reporter stated on March 5, 2010, that
Standard & Poor's lowered its corporate credit rating on Spirit
Finance Corp. to 'CC' from 'CCC'.  At the same time, S&P lowered
its rating on the company's $850 million secured term loan to 'CC'
from 'CCC-'.  S&P's recovery rating on the term loan remains
unchanged at '5'.  The outlook remains negative.  "The downgrades
reflect the company's bid to repurchase a portion of its term loan
at a discount," said credit analyst Elizabeth Campbell.  "If the
company is successful, S&P will view this action as tantamount to
default."

Spirit Finance Corp., headquartered in Phoenix, Arizona, is a REIT
that acquires single-tenant, operationally essential real estate
throughout United States to be leased on a long-term, triple-net
basis to retail, distribution and service-oriented companies.


STATION CASINOS: Fried Frank Bills $5.018MM in Fees for Apr.-July
-----------------------------------------------------------------
These professionals filed with the U.S. Bankruptcy Court their
third interim fee applications:

Professional              Fee Period       Fees    Expenses
------------              ----------       ----    --------
Fried, Frank, Harris,     04/01/10-
Shriver & Jacobson LLP    07/31/10   $5,018,457    $310,008

Gibson, Dunn & Crutcher   04/01/10-
LLP                       07/31/10      561,786      19,355

Quinn Emanuel Urquhart    04/01/10-
& Sullivan, LLP           07/31/10      756,303      44,405

FTI Consulting, Inc.      04/01/10-
                           07/31/10    1,061,931      58,528

Milbank, Tweed, Hadley    04/01/10-
& McCloy LLP              07/31/10    7,967,781     259,281

Moelis & Company LLC      04/01/10-
                           07/31/10      800,000      21,963

Lewis and Roca LLP        07/01/10-
                           07/31/10       57,044       2,532

Lazard Freres & Co. LLC   04/01/10-
                           07/31/10    1,200,000     168,026

FTI Consulting serves as financial advisor to the Debtors.
Milbank Tweed is the Debtors' reorganization counsel.  Gibson Dunn
acts as special counsel to FCP Propco, LLC and FCP Mezzco
Borrowers I-V, LLC.  Lazard Freres serves as the Debtors'
financial advisor.  Fried Frank serves as the counsel for the
Official Committee of Unsecured Creditors.  Quinn Emanuel is the
conflicts counsel to the Committee.  Moelis & Company is the
Committee's financial advisor.

These persons filed with the Court declarations in support of the
Applications:

  -- Nathan Van Duzer, chair of the Committee;

  -- Bonnie Steingart, Esq., a member of Fried, Frank, Harris,
     Shriver & Jacobson;

  -- Oscar Garza, Esq., a partner of Gibson, Dunn & Crutcher;

  -- Richard J. Haskins, executive vice president, general
     counsel, and secretary of Station Casinos, Inc.;

  -- Jeanine M. Zalduendo, Esq., associate at Quinn Emanuel
     Urquhart & Sullivan;

  -- Walt Brown, managing director with FTI Consulting;

  -- Robert Flachs, managing director of Moelis & Company;

  -- Laury M. Macauley, Esq., "Of Counsel" of Lewis and Roca;

  -- Paul S. Aronzon, Esq., a member of Milbank, Tweed, Hadley
     & McCloy; and

  -- Daniel Aronson, managing director with Lazard Freres & Co.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: Indian Affairs Bureau Accepts 254 Acres of Land
----------------------------------------------------------------
On October 1, 2010, the Bureau of Indian Affairs of the U.S.
Department of the Interior accepted approximately 254 acres of
land owned by Station Casinos, Inc., into trust on behalf of the
Federated Indians of Graton Rancheria for the development by an
affiliate of the Company and the Tribe of a planned gaming
facility to be located in Sonoma County, California, the company
said in a regulatory filing with the U.S. Securities and Exchange
Commission on October 7, 2010.

In connection with the development of the facility, it is expected
that the Tribe will enter into a memorandum of understanding with
Sonoma County, California, relating to mitigation measures like
contributions toward the costs for infrastructure improvements and
public services required as a result of the development and
operation of the planned facility, Station Casinos said.

In addition, on October 1, 2010, the National Indian Gaming
Commission informed the Company and the Tribe that it approved the
management agreement by and between the Tribe and the Company's
wholly-owned subsidiary, SC Sonoma Management, LLC, for Class II
gaming at the planned gaming and entertainment facility.  Class II
gaming includes games of chance like bingo, pull-tabs, tip jars
and punch boards (and electronic or computer-aided versions of
such games), and non-banked card games.  The Tribe and the Manager
may also pursue approval of Class III gaming, which would permit
casino-style gaming, at the planned facility.

Class III gaming would require an approved compact with the State
of California and approval by the NIGC of a modification to the
existing management agreement, or a new management agreement,
permitting Class III gaming.  There can be no assurances that the
Company will be able to obtain, in a timely fashion or at all, the
approvals from the State of California and the NIGC that are
necessary to conduct Class III gaming at the facility, the
company.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: Proposes to Assume HQ Lease With Cole
------------------------------------------------------
Debtor Station Casinos, Inc., seeks the Court's authority to amend
an office lease dated November 1, 2007 with Cole So Las Vegas NV,
LLC, and assume that lease as amended.  The lease, referred to as
the "HQ Lease," is for a 3-story building located at 1505 South
Pavilion Center Drive, in Las Vegas, Nevada.

The parties engaged in good faith, arms' length negotiations to
amend the HQ Lease to provide, among other things, for the
reduction in Basic Annual Rent for the Initial Term of the HQ
Lease commencing with the rent period that begins on September 1,
2010.  In the first four years of the remaining Initial Term of
the HQ Lease, after the effective date of the Amendment, the Basic
Annual Rent will be reduced according to these terms:

  (a) In Lease Year 4, the Basic Annual Rent will be reduced
      from $5,438,133 to $2,909,718;

  (b) In Lease Year 5, the Basic Annual Rent will be reduced
      from $5,506,110 to $2,909,718;

  (c) In Lease Year 6, the Basic Annual Rent will be reduced
      from $5,574,936 to $3,059,003; and

  (d) In Lease Year 7, the Basic Annual Rent will be reduced
      from $5,644,623 to $3,209,003.

Pursuant to the Amendment, in Lease Years 8 through Year 20, the
Basic Annual Rent will be increased pursuant to a set formula;
which formula is calculated using the reduced Basic Annual Rent
numbers set forth in the Amendment.

In addition to the reduction in Basic Annual Rent, the landlord
consents to SCI's assumption and assignment of the HQ Lease.

In a declaration, Thomas Friel, executive vice president, chief
accounting officer, and treasurer of Station Casinos, Inc.,
maintained that the Amendment is a proper exercise of the Debtor's
business judgment.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STEELCASE INC: Improved Operations Cues Moody's Stable Outlook
--------------------------------------------------------------
Moody's Investors Service stabilized the rating outlook for
Steelcase because of the company's improved operating performance
in the first half of fiscal 2011 and Moody's expectation that its
performance will continue to gradually improve over the near to
mid-term.  At the same time, all other ratings were affirmed
including the Ba1 CFR, Ba1 PDR, Ba1 unsecured notes and SGL 3
liquidity rating.

Due to the severe contraction of capital spending in 2009,
Steelcase aggressively reduced its cost structure and diversified
its business with an increased focus on healthcare, education, and
government sectors and emerging markets, internationally.  As the
economy continues to gradually improve, the office furniture
industry has also started to stabilize leading Steelcase to report
quarterly increases in revenue, earnings, and operating cash flow
for the first six months of fiscal 2011.  Moody's expect that
office furniture industry trends will further improve in calendar
2011.  A view shared by the Business and Institutional Furniture
Market Association, which forecasts about a 6% to 7% increase in
U.S. office furniture production in calendar 2011.

"The stable outlook reflects Moody's belief that Steelcase's
ongoing revenue diversification strategies and cost
rationalization efforts combined with stabilizing industry trends
should enable Steelcase to gradually improve its operating
performance, credit metrics and liquidity position," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.  For
example, leverage, which is currently over 4.5x, is expected to
decrease by more than a turn over the next year, with a similar
improvement anticipated in interest coverage, which is currently
just over 1x.  Retained cash flow to net debt is estimated to
approach 20% over the next year and a half, which is more than
double its current percentage of under 10%.

The outlook could go back to negative if the expected improvement
in the office furniture market and credit metrics do not
materialize in the near to mid-term.  The consumption of cash or a
significant deterioration in earnings could spark a downgrade.  An
upgrade is not likely in the foreseeable future because of the
severe volatility in earnings.  A significant improvement in
credit metrics could lead us to consider a positive outlook.

Moody's expects Steelcase to refinance its $250 million notes
before the August 2011 maturity date.  However, if the company is
unable to access the capital markets on acceptable terms, Moody's
believe the company has the ability to satisfy this obligation
through the combination of cash on hand (around $150 million) and
borrowings available under its $125 million revolving credit
facility and having the ability to borrow against its Company
Owned Life Insurance -- COLI-) asset (roughly $200 million).

The Ba1 corporate family rating reflects Steelcase's large scale
at over $2 billion, strong market position, vertical and
geographic market diversification, soft credit metrics and high
earnings volatility.  Because of the steep contraction in capital
spending, Steelcase's high operating leverage has led to a
significant deterioration in operating profit and cash flow
despite the company's ongoing cost rationalize efforts.  Continued
improvement in the office furniture market supports the rating as
does Moody's expectation of improved credit metrics.  The
company's diversification strategy toward increased focus on
healthcare, government, education and emerging markets should help
Steelcase capitalize on segments of the economy that are likely to
exhibit strong capital spending.

Ratings affirmed/assessments revised:

  -- Corporate family rating at Ba1;

  -- Probability of default rating at Ba1;

  -- $250 million 6.5% senior unsecured notes, due August 2011 at
     Ba1 (LGD 4, 61% from LGD 4, 62%);

  -- Speculative Grade Liquidity rating at SGL-3

Steelcase Inc., based in Grand Rapids, MI, is a supplier of office
furniture with approximately $2.3 billion of revenue for the
twelve months ended August 27, 2010.

The last rating action was on July 1, 2009, where Moody's
downgraded the unsecured notes to Ba1 with a negative outlook.


STEVEN HALLAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Steven C. Hallan
               Cheryl L. Arnott
               2435 Anqua Drive
               Sparks, NV 89434

Bankruptcy Case No.: 10-54044

Chapter 11 Petition Date: October 10, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $1,056,719

Scheduled Debts: $1,749,091

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-54044.pdf


SUNSET VILLAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunset Village Limited Partnership
        875 N. Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-45772

Chapter 11 Petition Date: October 13, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Eugene Crane, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: ecrane@craneheyman.com

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

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

The petition was signed by Richard J. Klarchek, designated
representative.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wolin, Kelter & Rosen, Ltd.        --                      $73,441
55 W. Monroe Street, Suite 3600
Chicago, IL 60603

Eagle Heating & Cooling            --                      $32,398
14 Mandel Lane
Prospect Heights, IL 60070

Sunrise Tree Care                  --                      $15,701
535 W. Aptakisic Road
Lincolnshire, IL 60069

ComEd                              --                      $12,374

Midwest Power Vac, Inc.            --                      $10,626

Waste Management                   --                      $10,236

Metropolitan Pump Company          --                       $8,746

The Commodore Corporation          --                       $8,274

Apartments for Rent                --                       $8,255

Reliance Plumbing, Sewer &         --                       $8,011
Drainage, Inc.

Chicago Sun-Times                  --                       $6,960

Ewing-Doherty Mechanical           --                       $6,502

MB Financial Bank                  --                       $6,289

Simo Brothers                      --                       $6,275

Climate Control Plus, Ltd.         --                       $5,774

Brunzell Associates Ltd.           --                       $5,740

Chicago Sun-Times                  --                       $5,740

White Way Sign                     --                       $5,648

Corner Heating & Cooling Co., Inc. --                       $5,150

Sectional Housing Specialists, Inc.--                       $4,500


SUZANNE CRISTWELL: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Suzanne Cristwell
          aka Juanita Suzanne Cristwell
          fka Juanita Suzanne Ritzus
            Juanita Suzanne Deakle
            Juanita Suzanne Danley
            Juanita Suanne Stabler
            Juanita Suzanne Ladner
        3781 County Road 432
        Sardis, AL 36775

Bankruptcy Case No.: 10-32808

Chapter 11 Petition Date: October 14, 2010

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-NIC A. Metcalf, Esq.
                  ESPY, METCALF & ESPY, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  E-mail: cam@espymetcalf.com

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

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb10-32808.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ransom-Heart, Inc.                    08-31403            07/24/08


TACO DEL MAR: Wins Nod to Sell to Franchise Brands
--------------------------------------------------
Franchise Brands, LLC, based in Milford, Connecticut, has
successfully placed a bid to purchase the rights to TACO DEL
MAR(R), a quick-service Mexican concept, through a recent
bankruptcy auction.  A bankruptcy judge has approved the sale of
the Seattle-based company.

With more than 200 locations, TACO DEL MAR(R) will join other
concepts in the Franchise Brands portfolio including: PERSONAL
TRAINING INSTITUTE(R), a one-to-one fitness and nutrition
franchise; MAMA DELUCA'S PIZZA NOW!(R); and HomeVestors of
America, Inc., a real estate concept.

"Franchise Brands is a company with an interest in acquiring
businesses to create a diverse portfolio ready for expansion
through franchising.  TACO DEL MAR(R) is an established brand with
name recognition.  The concept fits our preferred business model
with its ease of operation, relatively low investment and presence
in a popular foodservice category," said Franchise Brands Managing
Director, Lisa M. Oak.

Created in 2005 with the support and guidance of the co-founders
of the SUBWAY(R) restaurant chain, Franchise Brands, LLC acquires
and or creates strategic alliances with both food and non-food
businesses that can offer growth opportunities to franchisees and
entrepreneurs worldwide.

                  About Taco Del Mar Franchising

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.


TERRESTAR CORP: Said to Be Preparing for Prepack Bankruptcy
-----------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said TerreStar Corp. is preparing a
possible filing for bankruptcy protection.

TerreStar is laboring under more than $1 billion in debt.
According to Mr. Spector, sources said negotiations between
TerreStar and its creditors have intensified in recent weeks.
Sources told the Journal that the Company could file for
bankruptcy protection in coming days.  The sources, however,
cautioned the filing could be delayed.  A filing had been expected
as early as Sunday.

According to one of the Journal's sources, the talks have focused
on a "prearranged" bankruptcy filing, with TerreStar seeking court
protection to pursue a restructuring plan already approved by some
creditors.  Under that plan:

     -- TerreStar plans to convert some of its debt to equity;

     -- One creditor could provide about $75 million in debtor-in-
        possession financing;

     -- TerreStar could launch a new stock sale open to certain
        creditors to finance its bankruptcy exit; and

     -- Shareholders are likely to be wiped out.

The Journal notes Echostar Communications Corp. is one of
TerreStar's biggest holders, but its largest is Harbinger Capital
Partners, a hedge fund run by Philip Falcone. Harbinger owned
nearly 48% of TerreStar's common shares as of April, according to
a recent regulatory filing.

The Journal relates that a person close to Harbinger said the
firm's equity exposure to TerreStar amounts to just $12 million
and that Harbinger is "not really involved anymore" with
TerreStar.

TerreStar carries roughly $857 million in senior bond debt and
about $108 million in lower-ranking bonds, according to regulatory
filings.

As reported by the Troubled Company Reporter on August 12, 2010,
TerreStar filed its quarterly report on Form 10-Q, reporting a net
loss of $68.6 million for the three months ended June 30, 2010,
compared with a net loss of $58.5 million for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$1.402 billion in total assets, $1.643 billion in total
liabilities, and stockholders' equity of $241.3 million.

Based on the current plans, the Company has substantial doubt that
its cash, investments and available borrowing capacity as of
June 30, 2010, will be sufficient to cover the projected funding
needs for the third quarter of 2010.  The Company says it will
likely face a cash deficit in the third quarter of 2010 unless it
can obtain additional capital.

The Company has been exploring numerous strategic and financing
alternatives to address its liquidity position and the ability to
service its preferred stock and debt obligations, and it has
retained legal and financial advisors, both in the United States
and Canada, to assist it.  The Company has also commenced
restructuring discussions with certain holders of its 15% Secured
Notes and 6.5% Exchangeable Notes.  As of June 30, 2010,
discussions with these stakeholders were ongoing, and they remain
ongoing as of the filing of this report.  Additionally, the
Company has commenced discussions with some of its major contract
counterparties to address the liquidity requirements.

In the event that none of the various alternatives is consummated,
the Company may need to initiate proceedings for relief by making
a voluntary bankruptcy filing under Chapter 11 of Title 11 of the
United States Code to, among other things, reorganize its capital
structure.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                      About TerreStar Corp

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly-owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly-owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

Ernst & Young LLP, in McLean, Virginia, 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
Company has incurred recurring operating losses and will require
additional financing in 2010 to meet its obligations.


THOMPSON PUBLISHING: Wins Court Approval to Auction Assets
----------------------------------------------------------
Thompson Publishing Holding Co. won bankruptcy-court approval to
place its assets on the auction block next month, Dow Jones' DBR
Small Cap reports.

Thompson Publishing Holding Co. Inc., which produces books on
regulatory trends and how they affect businesses and government,
sought bankruptcy protection from creditors (Bankr. D. Del. Case
No. 10-13070) on September 21, 2010.  Thompson is majority owned
by Avista Capital Partners, which bought a 50% stake in the
company for $130 million in 2006.  Thompson estimated assets of
$10 million to $50 million and debts of $100 million to $500
million in its Chapter 11 petition.

Six affiliates, including Thompson Publishing Group, Inc., filed
separate Chapter 11 petitions.

Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott,
Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtors
in their restructuring effort.


TOWER AUTOMOTIVE: Cerberus May See $106MM Profit in IPO
-------------------------------------------------------
Cecile Vannucci, writing for Bloomberg News, reports that Cerberus
Capital Management LP may post a profit on its $106 million
initial public offering of auto-parts maker Tower International
Inc.

Tower said in a news statement it has priced its initial public
offering of 6,250,000 shares of common stock at $13.00 per share.
The common stock was expected to begin trading October 15, 2010,
on the New York Stock Exchange under the symbol "TOWR".  The
Company has granted the underwriters a 30-day option to purchase
up to an additional 937,500 shares of common stock on the same
terms and conditions.

Bloomberg, citing Tower's filing with the Securities and Exchange
Commission, reports Tower is selling 6.25 million shares at $15 to
$17 each.  The midpoint price would value the private equity
firm's $181.6 million stake at almost $200 million, the filing
showed.

Bloomberg says any profit from Tower may provide consolation for
Cerberus after the firm gave up its equity investment in
Chrysler's auto business and relinquished most of its stake in
General Motors Corp.'s GMAC LLC finance unit as part of government
bailouts of the auto industry.

Cerberus bought Tower out of bankruptcy in a $1 billion deal in
July 2007.  According to Bloomberg, Cerberus, Tower's only
shareholder, spent $14.57 per share for its 12.47 million-share
holding, the filing showed.  Cerberus plans to retain its stake
and offer 6.25 million new shares, which will give investors 33%
stake.

At that midpoint price of $16 each, Bloomberg says Tower would
have a market capitalization of about $300 million, debt of about
$548 million and $141 million in cash, its filing showed.  The
company's enterprise value, or the sum of its stock and debt minus
cash, would then equal $707 million, or 4.5 times its earnings
before interest, taxes, depreciation and amortization of $157
million in the 12 months ended June 30, according to Tower's
filing and data compiled by Bloomberg.  That compares with the
median of 5.7 times Ebitda for the 278 makers of original parts
and equipment for cars and trucks, data compiled by Bloomberg
show.

Bloomberg notes Tower is seeking to end at least five years of
losses as global auto sales climb toward a record in 2010.  Tower
has lost a total of $108 million since Cerberus acquired the
company, according to its filing.  Tower still paid Cerberus $48.4
million in dividends.

Goldman, Sachs & Co., Citi, and J.P. Morgan are acting as the
joint bookrunners for the offering.  Wells Fargo Securities, Baird
and Lazard Capital Markets are acting as co-managers for the
offering.

The offering is being made only by means of a prospectus, copies
of which may be obtained from Goldman, Sachs & Co. at Prospectus
Department, 200 West Street, New York, New York 10282 (facsimile:
212-902-9316; email: prospectus-ny@ny.email.gs.com); Citi,
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY
11220, (800-831-9146 or E-mail: batprospectusdept@citigroup.com );
or J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, Telephone 866-803-9204.

                      About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is one of the largest
independent global suppliers of automotive metal structural
components and assemblies.  It serves virtually every major
automotive vehicle manufacturer, providing a broad range of metal
structures from stampings to complex body and frame assemblies.

With corporate headquarters in Livonia, Michigan, U.S., Tower's
7,400 colleagues operate from roughly 30 manufacturing and product
development facilities in 11 countries in North and South America,
Europe and Asia.

The Company and 25 of its debtor-affiliates filed voluntary
Chapter 11 petitions on February 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represented
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed US$787,948,000 in
total assets and US$1,306,949,000 in total debts.

On July 11, 2007, the Court confirmed the Debtors' Amended Chapter
11 Plan and the Debtors emerged from Chapter 11 on July 31, 2007.

                           *     *     *

As reported by the Troubled Company Reporter on October 11, 2010,
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured debt ratings on Tower Automotive LLC on
CreditWatch with positive implications.

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


TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 67.50 cents-on-the-
dollar during the week ended Friday, October 15, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.46 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility,
which matures on May 17, 2014.  Moody's has withdrawn its rating
while Standard & Poor's does not rate the bank debt.  The loan is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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


TRIBUNE CO: Proposes Levine Sullivan as Special Counsel
-------------------------------------------------------
Tribune Co. and its units seek the U.S. Bankruptcy Court's
authority to employ Levine Sullivan Koch & Schulz, LLP, as their
special counsel for certain litigation matters nunc pro tunc to
September 1, 2010.

The Debtors relate that they filed the application for the limited
purpose of converting Levine's existing retention as an ordinary
course professional into a retention pursuant to Sections 327(e)
and 1107 of the Bankruptcy Code given that they expect that Levine
is likely to exceed the monthly cap on its services applicable
under the OCP Order on a regular basis in the future.

The Litigation Matters on which Levine represents the Debtors
generally involve allegations of libel or other related causes of
action that go to the heart of the Debtors' news business.  The
Debtors relate that in recent months, Levine has represented them
with respect to various Litigation Matters that have arisen
subsequent to the Petition Date as well as in pre-existing
Litigation Matters involving their employees in connection with
acts undertaken within the scope of their employment that are not
subject to the automatic stay.

According to the Debtors, the representations by Levine on matters
arising postpetition, taken together with Levine's pre-existing
representations in various disputed prepetition claims, caused by
Levine's fees to slightly exceed the average Monthly Cap of
$50,000 for January-February 2010 and are expected to do so again
in September 2010.  Moreover, the Debtors maintain that the
Litigation Matters on which Levine now represents or may represent
in the future are now at a level of activity that makes it likely
that Levine will exceed the existing Monthly Cap on a regular
basis going forward.

The Debtors will pay Levine pursuant to the firm's discounted
billing rates:

  Professional                     Rate/Hour
  ------------                     ---------
  Partners                         $400-$425
  Associates                       $285-$340
  Paraprofessionals                $190

The Debtors will also reimburse Levine for its out-of-pocket
expenses and internal charges, travel expenses, transcription
costs, charges and fees of outside vendors, consultants and
service providers, as well as non-ordinary overhead expenses.

Seth D. Berlin, Esq., at Levine Sullivan Koch & Schulz, LLP, in
Wilmington, Delaware, assures the Court that Levine does not hold
or represent an interest adverse to the Debtors or their estates
in matters upon which it continues to be engaged.

                         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: Seeks to Expand Reed Smith Services
-----------------------------------------------
Tribune Co. and its units seek the Court's authority to modify the
scope of employment of Reed Smith LLP, nunc pro tunc to August 27,
2010.  Reed Smith is currently retained by the Debtors as special
counsel for certain insurance coverage legal matters.

The Debtors seek to modify Reed Smith's retention to encompass
legal services relating to certain discrete human resources and
employee-related matters arising in the ordinary course of their
business at certain of their business units.

The Debtors relate that given the size and complexity of their
organization, it is not uncommon for discrete human resources and
employee-related matters to arise on which they require the
assistance and expertise of qualified outside counsel.  The
Employee-Related Matters on which the Debtors seek to retain
involve an area of the law in which Reed Smith's professionals
have extensive experience and expertise.  The Debtors believe that
Reed Smith's intimate familiarity with their business operations
and commercial affairs, gained through its longstanding
representation uniquely positions itself to provide effective
representation on additional matters in an especially efficient
manner.

The Debtors will pay members of Reed Smith who will be handling
the Employee-Related Matters in accordance with their current
hourly rates:

    Attorney              Hourly Rate
    --------              -----------
    John D. Shugrue          $535
    Steven A. Miller         $660
    Robert O'Meara           $480

The Debtors will also reimburse Reed Smith for its actual and
necessary expenses.

                         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: Seeks to Expand Dow Lohnes Services
-----------------------------------------------
Tribune Co. and its units seek the Court's authority to modify
the scope of employment of Dow Lohnes PLLC, nunc pro tunc to
September 15, 2010.  Dow Lohnes is currently retained by the
Debtors as special counsel for certain Federal Communications
Commission and broadcast regulatory legal matters pursuant to
Sections 327(e) and 1107 of the Bankruptcy Code.

The Debtors seek to modify the existing retention of Dow Lohnes to
encompass legal services relating to advice concerning
retransmission and distribution agreements with cable and
satellite companies that carry their broadcast stations,
"superstation" WGN America, and Chicago cable news station CLTV to
consumers.  The Debtors relate that these services are related to
their ongoing broadcast businesses, and hence complement the
Broadcast Regulatory Matters for which Dow Lohnes was originally
retained by the Debtors.  However, the Debtors maintain, since
these services were not specifically enumerated within the scope
of services to be provided by Dow Lohnes at the time the
Application was originally filed with the Court, they file the
Supplemental Application to encompass the Broadcast Contract
Matters in the interest of full disclosure and out of an abundance
of caution.

The Debtors will continue to pay Dow Lohnes for its legal services
on an hourly basis in accordance with its customary and ordinary
rates:

  Professional              Rate/Hour
  ------------              ---------
  Members                   $550-$795
  Associates                $255-$450
  Para-professionals        $130-$250

The Debtors will also continue to reimburse Dow Lohnes for all
costs and expenses incurred in connection with its representation
of the Debtors.

                         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)


TTR MATTESON: Gets Court's Interim Nod to Use Cash Collateral
-------------------------------------------------------------
TTR Matteson, LLC, has obtained interim authorization from the
Hon. Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois to use the cash collateral from
October 1, 2010 until October 31, 2010.

On September 8, 2010, the Court entered a previous order
authorizing interim cash collateral use, which extended through
September 30, 2010.

The Debtor sought the Court's permission to use certain cash and
cash equivalents that allegedly serve as collateral for claims
asserted against the Debtor and its property by Inland Mortgage
Capital Corporation.  The TTR Properties are subject to a
purported first mortgage in favor of the Lender purportedly
securing a claim in the approximate amount of $12 million.
Pursuant to the Lender's loan documents, the promissory note
secured by the mortgage purportedly came due on September 11,
2009.

Scott R. Clar at Crane, Heyman, Simon, Welch & Clar, the attorney
for the Debtor, explained that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the Lender a replacement postpetition lien on the Debtor's
collateral, to the extent of the Lender's prepetition lien.

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

The Court has set an interim hearing for October 18, 2010, at
10:00 a.m. on the Debtor's use of cash collateral.


UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $3.1 Bil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
Univision Communications Inc.'s proposed extension of $3.1 billion
in existing senior secured credit facilities its issue-level
rating of 'B' (at the same level as S&P's expected corporate
credit rating on the company following the completion of the
amend-and-extend transaction and debt paydown with proceeds from
the issuance of $750 million in debt securities).  S&P also
assigned this debt a recovery rating of '3', indicating its
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

The 'B-' corporate credit rating on Univision, along with all
preexisting issue-level ratings, remain on CreditWatch with
positive implications.

Under terms of the proposed transaction, Univision is seeking to
extend $2.5 billion of its $7 billion term loan to March 2017 from
September 2014, and to push out the maturity of its $600 million
revolving credit facility to March 2016 from March 2014.  In
exchange for the extension, proposed pricing increases by 175
basis points on both facilities.  In addition, the amendment will
allow for future extensions, as well as the issuance of first-
lien, second-lien, or unsecured debt under certain conditions, to
refinance senior credit facilities.  The amendment is also subject
to the issuance of at least $750 million of debt securities to pay
down term loans.  Upon successful completion of the amend-and-
extend transaction, as well as the issuance of the $750 million in
bonds, S&P expects to raise the corporate credit rating to 'B'
with a stable outlook.  S&P assumes that Univision will use the
large majority of proceeds from the Televisa agreement to repay
debt.

"S&P believes the proposed financing transaction improves the
company's maturity profile and begins to reduce the significant
amount of debt coming due in 2014," noted Standard & Poor's credit
analyst Michael Altberg.  "In addition, the amendment, along with
the company's agreement with Televisa, could help to make future
refinancing more feasible."

S&P's initial CreditWatch placement on Oct. 5, 2010, followed the
announcement that Grupo Televisa S.A.B. will invest $1.2 billion
in Univision and contribute its 50% interest in TuTV (five Mexican
pay-TV channels) in exchange for a 5% equity stake ($130 million)
in Univision and $1.2 billion of debentures convertible into an
additional 30% equity stake in the future.  Additionally, the
programming license agreement expiration date will be extended to
2020 from 2017, with the potential to be extended to 2025 if
certain conditions are met.  The agreement with Televisa is
contingent on the proposed financing transaction, as well as Hart-
Scott-Rodino approval.

In S&P's opinion, the potential agreement alleviates risks
surrounding the company's advantageous contract with Televisa,
which S&P believes supports Univision's strong audience ratings,
revenue, and high EBITDA margins.  Additionally, S&P views
investment from a key strategic partner as providing increased
liquidity and flexibility to meet its maturing obligations.
Incremental revenue opportunities include the potential
exploitation of digital rights, as well as the expansion of TuTV.
Securing long-term content from Televisa could also reduce
Univision's need to invest in in-house programming capabilities,
which S&P regards as likely to offer lower returns.

Upon successful completion of the amend-and-extend transaction, as
well as the issuance of $750 million in bonds to pay down term
debt, S&P expects to raise its corporate credit rating on
Univision to 'B' with a stable outlook.


US AIRWAYS: USAPA Expresses Concerns on Pilot Fatigue
-----------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, has submitted testimony to the U.S. House of
Representatives' Subcommittee on Aviation expressing its serious
concerns with the FAA's proposal to fix the pilot fatigue
problem.  Pilot fatigue has been a contributing factor in
multiple airline disasters, and a fix has been on the NTSB's
"Most Wanted List" since the list's inception more than two
decades ago.

After the U.S. Congress mandated action on pilot fatigue and
safety, the FAA released proposed rules on September 10 governing
pilot On-Duty hour limits, Flight-Time limits, and Rest-Time
limits, along with a host of other fatigue-related issues.  USAPA
was encouraged that Congress mandated the FAA to address the
deadly fatigue issue.  Although there are some positive aspects
to the proposed regulation, USAPA believes that certain
provisions of the FAA's proposed rules will actually induce
fatigue and degrade safety compared to current regulations.

"The proposed new rule allows airline managements to schedule
crews for 25% more flight time in a day, and for 60% more flight
time in a week," stated USAPA President Mike Cleary.  "It simply
defies common sense that in the wake of a multitude of accidents
where fatigue was a contributing factor, the FAA's solution to
reducing fatigue is to have pilots fly more hours in a given
period of time."

Before the proposed rules were issued, the FAA, pilot unions and
the airline industry all agreed to use a scientific approach to
address pilot fatigue, and an Aviation Rulemaking Committee
(ARC) was established to address the problem.

"From the start USAPA was concerned with the ARC process, as the
FAA chose to invite only members of labor and management to
participate," explained Mr. Cleary.  "No independent academic
experts specializing in fatigue research were consulted, which
only resulted in negotiations and dissent among the parties,
rather than a recommendation based solely on scientific
evaluation, as was called for in the ARC guidelines."

"Safety concerns should never be negotiated, and given the
magnitude of the problem, we are shocked at some of the provisions
in the proposed new rules," Mr. Cleary added.

In its testimony to Congress, USAPA noted other failings to the
proposed rules.

"After a 15-hour work day, the traveling public would reasonably
expect their pilots to have an eight-hour sleep opportunity before
they return to fly," said Mr. Cleary.  "Given that human beings
need time for nutrition and hygiene and time to wind down prior to
effective sleep, the proposed nine-hour rest break is woefully
insufficient."

On international flights, the proposed rule reduces the rest
period by 44% as compared to current regulation.

"To be sure, there are both positive and negative components to
the proposed rules, but the serious nature of this problem
requires a comprehensive final rule that will protect the
traveling public and crewmembers from the dangerous effects of
pilot fatigue," Mr. Cleary continued.  "We look forward to working
with the FAA and legislators to create a rule that will genuinely
fight fatigue and promote an increase in safety in air carrier
transport.  We are certainly not there yet."

              Pilots Protest Delayed Contract Talks

US Airways pilots held a demonstration at Philadelphia
International Airport last September 8, 2010, to protest what
they believed to be US Airways' deliberate efforts to drag out
contract negotiations for years, while benefiting from paying its
pilots the lowest wages among the major airlines.

"US Airways has stalled negotiations so that employees are mired
in bankruptcy-era contracts that were negotiated seven years
ago," said Mike Cleary, president of the U.S. Airline Pilots
Association, in an interview, reports TheStreet.  "They have
found excuse after excuse not to come to the table."

US Airways contract talks began in November 2005, following the
merger between US Airways and America West.  The pilot groups of
the two carriers went to binding arbitration to settle their
differences, but the arbitrator produced a ruling so
controversial that the USAir pilot group, a majority, voted to
quit the Air Line Pilots Association after 57 years.  They formed
USAPA, which is committed to ensuring the seniority ruling is
never implemented.

Currently, two agreements exist, one with each pilot group, notes
the report.

In 2009, a U.S. District Court judge in Phoenix ruled that the
ruling must be part of the contract.  Then, in June, a U.S.
Appeals court ruled that the case cannot be considered until a
contract agreement has been reached.  It ordered the Phoenix
court to dismiss, Ted Reed of The Street relates.

In July, the airline went back to the Phoenix court, asking a
judge to rule that it will not be liable for picking one group's
preferred seniority list over the other's.

That case is pending.

Mr. Cleary called the airline's filing a stall tactic "to involve
everybody in another year of litigation," says the report.
USAPA's view is that the appeals court ruling enables a contract
agreement that does not include the seniority ruling, as long as
that contract provides a seniority agreement that is fair to the
west pilots.  The union believes it does not need a second
court's approval to negotiate such a contract, says Mr. Reed.

                        About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents the more than 5,000 mainline pilots
who fly for US Airways.  USAPA's mission is to ensure safe flights
for airline passengers by guaranteeing that their lives are in the
hands of only the most qualified, competent and well-equipped
pilots.  USAPA will fight against any practices that may
jeopardize its pilots' training, equipment, workplace environment,
compensation or work/life balance, or that compromise its pilots'
ability to execute the optimal flight.

                      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: Three Executives Promoted September
-----------------------------------------------
Building on its industry-leading operational performance, US
Airways (NYSE: LCC) announced September a realignment of its
operations leadership team to strengthen its planning, analysis
and technology expertise.  The three executive promotions were
approved by the Company's Board of Directors.

Kerry Hester, 40, previously vice president, reservations and
customer service planning has been promoted to senior vice
president, operations planning and support.  In her new role, Ms.
Hester will take on responsibility for operations planning and
analysis and share oversight of the crew resources function,
while continuing to maintain oversight of reservations and the
strategy, planning and service recovery functions within customer
service.  She will continue to report to US Airways Chief
Operating Officer Robert Isom.

Tim Lindemann, 44, formerly managing director, customer strategy
and planning has been promoted to vice president, reservations and
customer planning.  Mr. Lindemann will assume responsibility for
the reservations organization, including the reservations planning
and network operations functions, as well as the policies and
procedures and training functions for both the call centers and
airports.  He will continue to report to Hester.

Bob Maloney, 57, formerly managing director, operations control
center (OCC), has been promoted to vice president, operations
control center and air traffic control.  He will continue to
oversee the airline's Pittsburgh-based OCC which manages system-
wide day-to-day departure, in-flight and arrival logistics.
Mr. Maloney, a 36-year airline industry veteran, will also gain
responsibility for the airline's air traffic control
and airfield operations groups.  Mr. Maloney will report to
Captain Ed Bular, senior vice president, flight operations and
inflight.

"Over the past three years, the US Airways team has achieved a
remarkable operational turnaround, and we've emerged a consistent
leader in operational reliability.  As we return our airline to
sustained profitability and position US Airways for the
opportunities ahead, it is critical that we continue to build
on our operational strengths by bolstering our planning, analysis
and technical expertise.  Kerry, Tim and Bob have made
significant contributions to our airline, and we are confident
that with today's realignment, their leadership and expertise
will help drive additional efficiencies throughout our
operation," said Mr. Isom.

                      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: Tops in DOT Report, Employees Share $3.1MM Bonus
------------------------------------------------------------
US Airways ranked first in on-time reliability and customer
satisfaction among the major network carriers in the second
quarter, according to the Department of Transportation's latest
Air Travel Consumer Report released August 10, 2010.

The #1 rankings for the quarter were fueled by three consecutive
first-place rankings (April, May and June) in on-time performance
and two consecutive months (May and June) as the #1 carrier in
customer satisfaction, among the airline's major hub-and-spoke
competitors.

Highlights from the June DOT report included:

  On-Time Performance: US Airways ranked first with 83.4 percent
  of its flights arriving within 14 minutes of their scheduled
  arrival time.  This is the third consecutive month US Airways
  has ranked #1 in on-time performance.

  Customer Satisfaction: US Airways ranked first with 1.87
  complaints for every 100,000 enplanements.  This is the second
  month in a row that US Airways received the lowest ratio of
  customer complaints.

  Baggage Handling: US Airways ranked a very close second with
  2.53 mishandled bags for every 1,000 passengers.  In another
  tight race, US Airways placed second in baggage handling for
  the quarter.

"Once again, our employees stepped up to the plate and, despite
summer thunderstorms and record load factors, kept our operation
running smoothly and got our customers where they wanted to go,
on time, with their bags and without any hassle," US Airways
President, Scott Kirby, said.  "Delivering these back-to-back
first-place results is a great achievement.  I congratulate and
thank our 31,000 employees for doing an outstanding job."

In late August, US Airways employees were set to receive a $100
bonus for June's results, representing a $3.1 million payout for
its 31,000 employees.  The airline awards $50 per metric -- on-
time arrivals, baggage handling and customer complaints -- when
it places first among the "Big Five" network carriers --American,
Continental, Delta, United and US Airways.  Including June's
bonus, US Airways employees will have shared approximately
$10.7 million so far in 2010.

US Airways Chief Operating Officer, Robert Isom said, "June's
results demonstrate the intense focus that our employees have on
making sure that flights arrive on time, bags are delivered as
promised and that customers are treated right.  It is exciting to
see that our efforts are being recognized by the DOT and, more
importantly, by our customers.  These back-to-back first-place
finishes validate what we've always known - US Airways has the
best aviation professionals in the industry."

                      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 CENTRAL: Fitch Withdraws 'E' Individual Rating
-------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for U.S.
Central Federal Credit Union following the National Credit Union
Administration's announced creation of a bridge corporate credit
union known as U.S. Central Bridge Corporate Federal Credit Union
which assumed the operations of the former USC.  With the creation
of the bridge corporate credit union, the conserved charter has
ceased operations and has been placed into an asset management
estate with its remaining assets to be liquidated through
securitizations.  Therefore, Fitch no longer considers the ratings
of USC as relevant to the agency's coverage and has decided to
withdraw the ratings of USC.

The creation of the bridge corporate was originally announced by
the National Credit Union Administration on Sept. 24, 2010 in
conjunction with an announcement of the NCUA's corporate credit
union resolution plans, which included new regulations for
corporate credit unions, the removal of approximately $50 billion
of impaired assets, also known as 'legacy assets', as well as the
creation of bridge corporate credit unions for those currently
operating under NCUA conservatorship.

These ratings have been affirmed and withdrawn:

U.S. Central Federal Credit Union

  -- Long-term Issuer Default Rating at 'AA'; withdrawn;
  -- Short-term IDR at 'F1+'; withdrawn;
  -- Commercial Paper at 'F1+'; withdrawn;
  -- Individual at 'E'; withdrawn;
  -- Support rating at '1'; withdrawn;
  -- Support floor at 'AA' withdrawn.


WARREN MOTEL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Warren Motel Associates, a Pennsylvania
        Limited Partnership
        210 Ludlow Street
        Warren, PA 16365

Bankruptcy Case No.: 10-11851

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Michael Kaminski, Esq.
                  BLUMLING & GUSKY, LLP
                  1200 Koppers Building
                  436 Seventh Avenue
                  Pittsburgh, PA 15219-1425
                  Tel: (412) 227-2500
                  Fax: (412) 227-2050
                  E-mail: mkaminski@blumlinggusky.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo WF            The Warren Holiday Inn   $5,032,695
1203 Ford Street          210 Ludlow St.
San Rafael, CA 94901      Warren, PA

The petition was signed by John McGraw, general partner.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
210 Ludlow Street Corp.                10-11850   10/08/10


WASHINGTON MUTUAL: Revised Reorganization Plan Faces Objection
--------------------------------------------------------------
Bankruptcy Law360 reports that Washington Mutual Inc.'s most
recent bankruptcy reorganization plan has come under fire, with
several groups raising objections to the insolvent bank's
disclosure statement, including the California Department of Toxic
Substances Control and various securities and Employee Retirement
Income Security Act claimants.

A slew of objections was filed by the groups Wednesday in the U.S.
Bankruptcy Court for the District of Delaware, seeking
clarification, alteration or delay of WaMu's sixth amended joint
plan.

                           Revised Plan

As reported by the Troubled Company Reporter on October 7, 2010,
Washington Mutual filed with the Bankruptcy Court an amended Plan
of Reorganization and Disclosure Statement.  The Plan and
Disclosure Statement are premised upon consummating an amended and
restated global settlement agreement among WMI, the FDIC and
JPMorgan.  The parties have agreed to modify the terms of the
initial global settlement agreement announced earlier this year to
address changed circumstances, including the appointment of an
examiner in connection with the Company's bankruptcy proceedings
and subsequent agreement with certain holders of indebtedness
issued by Washington Mutual Bank.

The Plan contemplates, among other things, distribution of funds
to holders of allowed claims against the estate in excess of
approximately $7 billion, including approximately $4 billion of
previously disputed funds on deposit with JPMC.

WMI believes the Settlement will result in significant recoveries
for the estate's stakeholders and is in the best interests of the
estate.

The Bankruptcy Court will hold a hearing on October 18, 2010, to
consider approval of the Disclosure Statement.  Following approval
of the Disclosure Statement, WMI will ask the Bankruptcy Court to
confirm the Plan.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, serve as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP, serves as legal counsel to WMI with
responsibility for the Chapter 11 case.


WCI COMMUNITIES: Stages Comeback After Chapter 11 Exit
------------------------------------------------------
Pelican Preserve, an adult community in Fort Myers, Fla., hasn't
had its grand opening yet, but several buyers have already signed
contracts for homes in the development, where prices start at
$140,000, Dow Jones' DBR Small Cap reports.

According to the report, the early sales -- and the relatively
modest selling prices that helped attract them -- reflect the
advantages WCI Communities Inc. now enjoys over many of its home-
building rivals, thanks to a trip through bankruptcy court.

Pelican Preserve, with its planned new 1,150 homes, is the
company's first new construction and sales project since it
emerged from Chapter 11 proceedings last year, the report says.

Under court protection, the report notes, WCI slashed its costs by
nearly 75%. It has also been able to write down the value of its
land holdings, which was battered by the housing downturn, to
reflect the current market.

While most builders done in by the housing market's collapse are
gone for good, a few are emerging from bankruptcy revitalized -
with less debt, choice land and sharper business plans, the report
discloses.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WES CONSULTING: Gruber & Company Raises Going Concern Doubt
-----------------------------------------------------------
WES Consulting, Inc., filed on October 13, 2010, its annual report
on Form 10-K for the fiscal year ended June 30, 2010.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $1.0 million and $3.6 million for the years
ended June 30, 2010, and 2009, respectively, and as of June 30,
2010, the Company had an accumulated deficit of $6.2 million and a
working capital deficit of $676,989.

The Company reported a net loss of $1.0 million on $11.1 million
of revenue in fiscal 2010, compared to a net loss of $3.6 million
on $10.3 million of revenue in fiscal 2009.

The Company's balance sheet at June 30, 2010, showed $3.1 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $738,462.

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

               http://researcharchives.com/t/s?6c82

                     About WES Consulting

Atlanta, Ga. - based WES Consulting, Inc. (OTC BB: WSCU) was
incorporated February 25, 1999, in the State of Florida.  Until
October 19, 2009, the Company was in the business of consulting
and commercial property management.  On October 19, 2009, the
Company entered into a Merger and Recapitalization Agreement with
Liberator, Inc., a Nevada corporation.  Pursuant to the Agreement,
Liberator merged with and into the Company, with the Company
surviving as the sole remaining entity.  The Merger has been
accounted for as a reverse merger.

The Company is a designer and manufacturer of various specialty
furnishings for the sexual wellness market.  The Company's sales
and manufacturing operation are located in the same facility in
Atlanta, Georgia.  Sales are generated through the internet and
print advertisements.


WESTBRIDGE BANK: Closed; Midland States Bank Assumes Deposits
-------------------------------------------------------------
WestBridge Bank and Trust Company of Chesterfield, Mo., was closed
on Friday, October 15, 2010, by the Missouri Division of Finance,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Midland States Bank of
Effingham, Ill., to assume all of the deposits of WestBridge Bank
and Trust Company.

The sole branch of WestBridge Bank and Trust Company will reopen
during normal banking hours as a branch of Midland States Bank.
Depositors of WestBridge Bank and Trust Company will automatically
become depositors of Midland States Bank.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage.  Customers of WestBridge Bank and Trust
Company should continue to use their existing branch until they
receive notice from Midland States Bank that it has completed
systems changes to allow other Midland States Bank branches to
process their accounts as well.

As of June 30, 2010, WestBridge Bank and Trust Company had around
$91.5 million in total assets and $72.5 million in total deposits.
Midland States Bank did not pay the FDIC a premium for the
deposits of WestBridge Bank and Trust Company.  In addition to
assuming all of the deposits of the failed bank, Midland States
Bank agreed to purchase essentially all of the assets.

The FDIC and Midland States Bank entered into a loss-share
transaction on $72.6 million of WestBridge Bank and Trust
Company's assets.  Midland States Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2607.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/westbridge.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $18.7 million.  Compared to other alternatives, Midland
States Bank's acquisition was the least costly resolution for the
FDIC's DIF.  WestBridge Bank and Trust Company is the 131st FDIC-
insured institution to fail in the nation this year, and the fifth
in Missouri.  The last FDIC-insured institution closed in the
state was Southwest Community Bank, Springfield, on May 14, 2010.


WINALTA INC: Gets Unanimous Creditors Nod of Plan of Arrangement
----------------------------------------------------------------
Winalta Inc., in combination with its wholly owned subsidiaries
Winalta Oilfield Rentals Inc., Winalta Carriers Inc. and Baywood
Property Management Inc., have received approval of their proposed
consolidated plan (the "Plan") from the affected creditors
submitted to them pursuant to the provisions of the Companies'
Creditors Arrangement Act ("CCAA").  At a meeting held on October
14, 2010, 100% of the creditors who hold unsecured debt affected
by the Plan voted in favour of the Plan.  Having obtained the
requisite votes in each class, Winalta will seek a sanction order
in respect of the Plan.  The sanction hearing under the CCAA
process is scheduled to occur on October 22, 2010 in the Court of
Queen's Bench of Alberta, Judicial Centre of Edmonton (the
"Court").

Under the Plan of Arrangement, creditors have been offered payment
of 100% of their proven claim, such amount to be payable on the
terms set forth in the Plan.  The materials filed with the Court
to date in the CCAA proceedings are available at www.deloitte.com
under the Insolvency and Restructuring Proceedings link.

"We appreciate the support given by all of our creditors under the
CCAA process for our plan of reorganization," stated Artie Kos,
President and Chief Executive Officer.  "The strength and ongoing
profitability of our oilfield rentals business was a significant
factor in enabling Winalta to progress to the stage in the CCAA
process we now find ourselves.  Upon exiting CCAA, we look forward
to continued growth as a pure play oilfield rentals business."

Winalta Inc. is an Oilfield Rentals provider that leases portable
industrial accommodations and catering services to the energy
sector.

Winalta Inc. shares trade on the TSX Venture Exchange under the
symbol "WTA.A".

Winalta Inc. is an Oilfield Rentals provider that leases portable
industrial accommodations and catering services to the energy
sector.


WORKFLOW MANAGEMENT: Arnold & Porter Hiring Facing Objections
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee and the first- and second-lien
lenders are opposing a request by Workflow Management Inc. to hire
Arnold & Porter LLP as special counsel.

According to the report, the U.S. Trustee and the prepetition
lenders claim that Arnold & Porter is ineligible to serve as a
special counsel.  Silver Point Finance LLC, as agent for the
second-lien lenders, pointed out that the firm in other matters
simultaneously represents Perseus LLC, Workflow's Washington-based
controlling shareholder and a subordinated creditor.  Credit
Suisse AG, Cayman Islands Branch, filed a similar objection in its
role as agent for the first-lien lenders.

                     About Workflow Management

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

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

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


XINHUA SPORTS: NASDAQ Panel Grants Request for Continued Listing
----------------------------------------------------------------
Xinhua Sports & Entertainment Limited disclosed that on October
12, 2010, following a hearing held in September 2010 before a
NASDAQ Listing Qualifications Panel, the Panel granted the
Company's request for an extension of time, as permitted under
NASDAQ's Listing Rules, to regain compliance with the $1.00
minimum bid price requirement for continued listing on The Nasdaq
Stock Market.  The Panel's decision requires, among other things,
that on or before February 1, 2011, the Company must have
evidenced a closing bid price of $1.00 or more per American
Depository Share for a minimum of the ten prior consecutive
trading days, which period may be extended at the discretion of
the Panel.  This date represents the full extent of the Panel's
authority under NASDAQ's Listing Rules to grant an extension with
respect to the Company's bid price deficiency.  While the Company
is diligently taking steps to regain compliance in accordance with
the Panel's decision, there can be no assurances that the Company
will be able to do so.

As previously disclosed, NASDAQ notified the Company on August 5,
2010 that it had not regained compliance with the minimum $1.00
bid price requirement and that the Company's ADSs would be
suspended unless the Company requested a hearing before a Panel.
The Company timely requested a hearing and appeared before the
Panel on September 16, 2010.  On October 12, 2010, the Panel
granted the Company's request for an extension of time to regain
compliance with the $1.00 minimum bid price requirement for
continued listing.  The Panel may reconsider the terms of this
decision based on any event, condition or circumstance that would,
in the opinion of the Panel, make continued listing of the
Company's securities on The Nasdaq Stock Market inadvisable or
unwarranted.  In addition, the Nasdaq Listing and Hearing Review
Council may, on its own motion, determine to review any Panel
decision within 45 calendar days after issuance of the written
decision. If the Listing Council determines to review this
decision, it may affirm, modify, reverse, dismiss or remand the
decision to the Panel.

Separately, on October 11, 2010, the Company received a Nasdaq
Staff Deficiency Letter indicating that the Company no longer
complies with the Market Value of Publicly Held Shares requirement
for continued listing set forth in NASDAQ Listing Rule
5450(b)(2)(C). The Deficiency Letter states that, pursuant to the
NASDAQ Listing Rules, the Company will be provided 180 calendar
days, or until April 4, 2011, to regain compliance with this
requirement.  XSEL can regain compliance if, at any time during
the compliance period, the market value of its publicly-held ADSs
closes at $15 million or more for a minimum of ten consecutive
business days.  The Deficiency Letter does not impact the
Company's listing on NASDAQ at this time and XSEL will continue to
trade under the symbol "XSEL."

If the Company does not regain compliance by April 4, 2011, it
will receive a written notification that the Company's securities
are subject to delisting.  At that time, the Company may appeal
the delisting determination to a Nasdaq panel, and the Company
would remain listed pending the panel's decision.  Alternatively,
the Company may apply to transfer to The Nasdaq Capital Market,
provided it meets the requirements for continued listing on that
market.  To avail itself of this alternative the Company would
need to submit an application to transfer its ADSs to The Nasdaq
Capital Market prior to expiration of the 180-day compliance
period.

                         About XSEL

Headquartered in Beijing -- http://www.xsel.com/-- Xinhua Sports
& Entertainment Limited has offices and affiliates in major cities
throughout China including Beijing, Shanghai, Guangzhou, Shenzhen
and Hong Kong.  Xinhua Sports & Entertainment Limited shares are
listed on the NASDAQ Global Market.


* 2010 Bank Failures Now 132 as 2 Missouri Banks, 1 Other Shut
--------------------------------------------------------------
Three more banks were closed by regulators Friday -- Premier Bank,
Jefferson City, MO; WestBridge Bank and Trust Company,
Chesterfield, MO; and Security Savings Bank, F.S.B., Olathe, KS --
raising this year's total of number of U.S. bank failures to 132.

The Federal Deposit Insurance Corp. was named receiver for the
three banks.  The FDIC was able to sign contracts for banks to
assume the deposits of Premier, et al.  For the three banks shut
Friday, Premier was the biggest with $1.18 billion in assets and
cost the FDIC's insurance fund $406.9 million.

                      2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
Premier Bank          $1,180.0    Providence Bank.        $406.9
WestBridge Bank          $91.5    Midland States Bank      $18.7
Security Savings Bank   $508.4    Simmons First            $82.2

Wakulla Bank            $424.1    Centennial Bank         $113.4
Shoreline Bank          $104.2    GBC International        $41.4
Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             829 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said the number of
institutions on its "Problem List" rose to 829 at June 30, 2010
from 775 at March 31, 2010. However, the total assets of "problem"
institutions declined from $431 billion to $403 billion.  Also,
while the number of "problem" institutions is the highest since
March 31, 1993, when there were 928, it is the smallest net
increase since the first quarter of 2009.

The FDIC said 45 insured institutions failed during the second
quarter.

On Tuesday, the FDIC said commercial banks and savings
institutions insured by the agency reported an aggregate profit of
$21.6 billion in the second quarter of 2010, a $26 billion
improvement from the $4.4 billion net loss the industry posted in
the second quarter of 2009.

The Deposit Insurance Fund balance improved for the second quarter
in a row.  The DIF balance -- the net worth of the fund --
improved from negative $20.7 billion to negative $15.2 billion
during the second quarter. The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve, which covers the costs of expected failures. The reserve
declined from $40.7 billion to $27.5 billion during the quarter.

The FDIC's liquid resources -- cash and marketable securities --
remained strong. Liquid resources stood at $44 billion at the end
of the second quarter, a decline from $63 billion at the end of
the first quarter. The decline in cash balances reflects
previously anticipated outlays, primarily related to three bank
failures in Puerto Rico on April 30th.

"As we expected," Chairman Bair said, "demands on cash have
increased this year. But our projections indicate that our current
resources are more than enough to resolve anticipated failures."

Total insured deposits declined by 0.7% ($39 billion) during the
quarter.

                Problem Institutions      Failed Institutions
                --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

    http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P's Global Corp. Default Tally at 68 So Far in 2010
-------------------------------------------------------
The year-to-date 2010 global corporate default tally remains
unchanged at 68 after no issuers defaulted this week, said an
article published October 15 by Standard & Poor's, titled
"Global Corporate Default Update (Oct. 8 - 14, 2010) (Premium)."
By region, the current year-to-date default tallies are 46 in the
U.S., three in Europe, eight in the emerging markets, and 11 in
the other developed region (Australia, Canada, Japan, and New
Zealand).

So far this year, missed interest or principal payments are
responsible for 23 defaults, Chapter 11 and foreign bankruptcy
filings account for 22, distressed exchanges account for 18,
receiverships are responsible for three, and regulatory directives
and administration account for one default each.

Of the global corporate defaulters in 2010, 42% of issues with
available recovery ratings had recovery ratings of '6' (indicating
S&P's expectation for negligible recovery of 0% to 10%), 12% of
the issues had recovery ratings of '5' (modest recovery prospects
of 10% to 30%), 8% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 17% had recovery ratings of '3'
(meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 12% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).

In S&P's view, a modest amount of maturing debt over the next four
quarters is one of the key factors that should keep default rates
low in the one-year forecast horizon, even though many
speculative-grade issuers could have a tough time refinancing if
financial conditions worsen materially.  S&P's baseline projection
for the U.S. corporate speculative-grade default rate in the 12
months ending in June 2011 is 2.8%, with alternative scenarios of
2.5% at the optimistic end and 4.5% at the pessimistic end.  S&P's
pessimistic scenario is the same as the long-term (1981 to 2009)
average default rate.  S&P's forecasts are based on quantitative
and qualitative factors that it considers, including, but not
limited to, Standard & Poor's proprietary default model for the
U.S. corporate speculative-grade bond market.


* Moody's Revises Newspaper Industry Outlook to Negative
--------------------------------------------------------
Moody's Investors Service revised its outlook for the U.S.
newspaper industry to negative from stable, reflecting a waning of
recent moderation in advertising revenue declines.

This outlook expresses Moody's expectations for the industry's
fundamental credit conditions during the next 12 to 18 months.
Moody's said it expects newspaper revenue to decline 5% to 6% in
2010 and in the mid-single-digits in 2011, less severe than the
22% drop in 2009.

"Despite this respite in the rate of decline for newspaper
advertising, the industry's longer-term secular deterioration is
returning to the forefront," said John Puchalla, vice president at
Moody's.  "Even in a slowly growing economy, the erosion of
newspapers' readership share and pricing power continues unabated
as readers embrace free and low-cost content on the web and mobile
devices."

According to Moody's, aggressive increases in home delivery prices
have boosted newspaper publishers' revenue in the short term, but
Moody's said it anticipates more promotional activity going
forward as they seek to limit the erosion of circulation.

Moody's adds that the industry will make less use of worker
furloughs and, in order to attract and retain employees, it may
reinstate benefits cut during the downturn.  However, newspapers
will continue focusing on structural cost changes, eventually
leading to more headcount reductions and a slight uptick in
severance costs.

"Publishers will endeavor to avoid newsroom cuts that could
adversely affect content and competitiveness, although we think
they'll be unavoidable," said Mr. Puchalla.

To return the industry outlook to stable, Moody's said it would
need to expect a stronger and more prolonged economic expansion
that could relieve some of the secular pressure on newspaper
revenues, or further development of user fees and advertising in
new distribution channels through pay-walls or other means that
would not overly cannibalize traditional print volumes or pricing.


* BOND PRICING -- For Week From October 11 - 15, 2010
-----------------------------------------------------

  Company            Coupon      Maturity  Bid Price
  -------            ------      --------  ---------
ABITIBI-CONS FIN      7.875%     8/1/2009        17
BOWATER INC             9.5%   10/15/2012        29
BOWATER INC             6.5%    6/15/2013      29.5
BOWATER INC           9.375%   12/15/2021      19.6
AMBAC INC             9.375%     8/1/2011     42.25
ADVANTA CAP TR         8.99%   12/17/2026        12
AFFINITY GROUP       10.875%    2/15/2012     47.25
ANTIGENICS             5.25%     2/1/2025        41
AHERN RENTALS          9.25%    8/15/2013    51.375
AMBASSADORS INTL       3.75%    4/15/2027        50
AT HOME CORP         0.5246%   12/28/2018     0.016
MERRILL LYNCH          1.85%     3/9/2011      98.5
BANK NEW ENGLAND       8.75%     4/1/1999     9.875
BANK NEW ENGLAND      9.875%    9/15/1999    12.625
BLOCKBUSTER INC           9%     9/1/2012       2.5
BANKUNITED FINL        6.37%    5/17/2012     7.313
CELL GENESYS INC      3.125%     5/1/2013        35
CAPMARK FINL GRP      5.875%    5/10/2012      33.5
CHAMPION ENTERPR       2.75%    11/1/2037     1.323
C&D TECHNOLOGIES        5.5%   11/15/2026        69
COLONIAL BANK         6.375%    12/1/2015     0.125
EDDIE BAUER HLDG       5.25%     4/1/2014         5
FRANKLIN BANK             4%     5/1/2027     1.125
FEDDERS NORTH AM      9.875%     3/1/2014       0.5
FAIRPOINT COMMUN     13.125%     4/1/2018      7.55
FAIRPOINT COMMUN     13.125%     4/2/2018       8.5
GREAT ATLA & PAC      5.125%    6/15/2011      67.5
GREAT ATLA & PAC       6.75%   12/15/2012        51
GEN ELEC CAP CRP      4.875%   10/21/2010   100.013
GENERAL MOTORS         9.45%    11/1/2011     32.25
GENERAL MOTORS        7.125%    7/15/2013     33.17
155 E TROPICANA        8.75%     4/1/2012     5.375
ELEC DATA SYSTEM      3.875%    7/15/2023      96.5
INDALEX HOLD           11.5%     2/1/2014      0.75
KEYSTONE AUTO OP       9.75%    11/1/2013      44.5
LEHMAN BROS HLDG      7.875%    11/1/2009    21.375
LEHMAN BROS HLDG       5.75%    4/25/2011    21.125
LEHMAN BROS HLDG       5.75%    7/18/2011      21.5
LEHMAN BROS HLDG        4.5%     8/3/2011     20.75
LEHMAN BROS HLDG      6.625%    1/18/2012    21.625
LEHMAN BROS HLDG       5.25%     2/6/2012     21.15
LEHMAN BROS HLDG          6%    7/19/2012        22
LEHMAN BROS HLDG          5%    1/22/2013    20.625
LEHMAN BROS HLDG      5.625%    1/24/2013     22.75
LEHMAN BROS HLDG        5.1%    1/28/2013        19
LEHMAN BROS HLDG          5%    2/11/2013      19.5
LEHMAN BROS HLDG        4.8%    2/27/2013     20.75
LEHMAN BROS HLDG        4.7%     3/6/2013     20.25
LEHMAN BROS HLDG          5%    3/27/2013     20.75
LEHMAN BROS HLDG       5.75%    5/17/2013    21.125
LEHMAN BROS HLDG       5.25%    1/30/2014     20.25
LEHMAN BROS HLDG        4.8%    3/13/2014    21.375
LEHMAN BROS HLDG          5%     8/3/2014      20.5
LEHMAN BROS HLDG        6.2%    9/26/2014    19.624
LEHMAN BROS HLDG       5.15%     2/4/2015     20.75
LEHMAN BROS HLDG       5.25%    2/11/2015     20.75
LEHMAN BROS HLDG        8.8%     3/1/2015        21
LEHMAN BROS HLDG          6%    6/26/2015     20.75
LEHMAN BROS HLDG        8.5%     8/1/2015        21
LEHMAN BROS HLDG          5%     8/5/2015     20.75
LEHMAN BROS HLDG          6%   12/18/2015     20.75
LEHMAN BROS HLDG        5.5%     4/4/2016    21.375
LEHMAN BROS HLDG       5.75%     1/3/2017       0.1
LEHMAN BROS HLDG       8.92%    2/16/2017        19
LEHMAN BROS HLDG      5.875%   11/15/2017    21.375
LEHMAN BROS HLDG        5.7%    1/28/2018      20.5
LEHMAN BROS HLDG       5.55%    2/11/2018      20.5
LEHMAN BROS HLDG          6%    2/12/2018        18
LEHMAN BROS HLDG       5.25%     3/5/2018      18.3
LEHMAN BROS HLDG      6.875%     5/2/2018        23
LEHMAN BROS HLDG       8.05%    1/15/2019    20.125
LEHMAN BROS HLDG          7%    4/16/2019     20.75
LEHMAN BROS HLDG        8.5%    6/15/2022      20.5
LEHMAN BROS HLDG         11%    6/22/2022     20.75
LEHMAN BROS HLDG       11.5%    9/26/2022     19.75
LEHMAN BROS HLDG        9.5%   12/28/2022    19.944
LEHMAN BROS HLDG        9.5%    1/30/2023      20.5
LEHMAN BROS HLDG        8.4%    2/22/2023     19.75
LEHMAN BROS HLDG        9.5%    2/27/2023     17.51
LEHMAN BROS HLDG          9%     3/7/2023    20.375
LEHMAN BROS HLDG         10%    3/13/2023     18.95
LEHMAN BROS HLDG          8%    3/17/2023     20.25
LEHMAN BROS HLDG         18%    7/14/2023    18.735
LEHMAN BROS HLDG     10.375%    5/24/2024      18.8
LEHMAN BROS HLDG         11%    3/17/2028     20.25
LEHMAN BROS INC         7.5%     8/1/2026        11
CHENIERE ENERGY        2.25%     8/1/2012      47.5
LOCAL INSIGHT            11%    12/1/2017      29.5
MAGNA ENTERTAINM       8.55%    6/15/2010        17
NETWORK COMMUNIC      10.75%    12/1/2013    35.013
NEWPAGE CORP             10%     5/1/2012      60.5
NEWPAGE CORP             12%     5/1/2013        38
NTY-CALL11/10         7.125%    10/1/2015     99.55
RESTAURANT CO            10%    10/1/2013    31.375
RESTAURANT CO            10%    10/1/2013     30.15
PALM HARBOR            3.25%    5/15/2024     55.75
PHII-CALL10/10        7.125%    4/15/2013       103
RASER TECH INC            8%     4/1/2013        37
SPHERIS INC              11%   12/15/2012         1
STATION CASINOS       6.875%     3/1/2016      0.75
THORNBURG MTG             8%    5/15/2013      3.75
TRANS-LUX CORP         8.25%     3/1/2012      10.2
TIMES MIRROR CO        7.25%     3/1/2013        43
TRICO MARINE              3%    1/15/2027    10.625
TRICO MARINE SER      8.125%     2/1/2013        17
VIRGIN RIVER CAS          9%    1/15/2012      42.5
VISANT HOLDING C       8.75%    12/1/2013    103.73
WCI COMMUNITIES       7.875%    10/1/2013      0.25
WCI COMMUNITIES           4%     8/5/2023         1
WASH MUT BANK FA       5.65%    8/15/2014       0.2
WASH MUT BANK FA      5.125%    1/15/2015      0.38
WASH MUT BANK NV        5.5%    1/15/2013      0.38
WASH MUT BANK NV       5.95%    5/20/2013     0.625
WASH MUT BANK NV       6.75%    5/20/2036     0.625



                           *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


                  *** End of Transmission ***