TCR_Public/101019.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 19, 2010, Vol. 14, No. 290

                            Headlines

3 G PROPERTIES: Guaranty Action Sent Back to Wake County State Ct.
AFC HOLDCO: Mitsui Unit to Dissolve Business
AMARU INC: Posts $209,300 Net Loss in June 30 Quarter
AMERICAN ACCESSORIES: Case Summary & 4 Largest Unsecured Creditors
AMERICAN COMMERCE: Posts $124,000 Net Loss in August 31 Quarter

AMERICAN INT'L: CEO Benmosche Receives 1,930 Restricted Shares
AMERICAN INT'L: Fairholme Raises Stake to 26.6% Shares
ASCEND PERFORMANCE: Moody's Withdraws 'B2' Corp. Family Rating
AWR WHOLESALE: Voluntary Chapter 11 Case Summary
BALOISE INSURANCE: Chapter 15 Case Summary

BANKATLANTIC BANCORP: Faces NYSE Delisting as Stock Under $1.00
BEAR ISLAND: Court Declares Black Diamond Bid Best and Highest
BEAVER BROOK: Default on $10.33MM Loan Prompts Chapter 22
BEDFORD TOWN: Washington Gas Sanctioned for Violating Stay
BEHROOZ SUMEKH: Involuntary Chapter 11 Case Summary

BLOCKBUSTER INC: Reveals $152.2 Mil. Loss for 8 Months
BLOCKBUSTER INC: Starts Search for New Chief Executive
BONSO ELECTRONICS: Posts $657,700 Net Loss in March 31 Quarter
BRUCE BUCKNER: Case Summary & 8 Largest Unsecured Creditors
BURGER KING: Tender Offer Cues Fitch's to Cut Long-Term IDR to B

CAPMARK FINANCIAL: Creditors Argue Firm Overpaid Lenders
CASCADES INC: DBRS Confirms Issuer Rating at 'BB'
CASTAIC PARTNERS: Enters Chapter 11 in Los Angeles
CATHOLIC CHURCH: Urges Court to Move Quickly on Diocese Appeal
CEDAR FAIR: Moody's Retains 'Ba3' Rating with Stable Outlook

CENTURION PROPERTIES: Can Use Cash Collateral Until Dec. 31
CENTURION PROPERTIES: Files Schedules of Assets & Liabilities
CENTURION PROPERTIES: US Trustee Unable to Form Creditors' Panel
CHEMTURA CORP: Court Establishes Reserve for Environmental Claims
CHEMTURA CORP: Court Sets Diacetyl Reserve for $6.9 Million

CHEMTURA CORP: Wins Approval of Andrews/Guild Diacetyl Pacts
CHEMTURA CORP: Wins Nod for Burcham Diacetyl Settlement
CITY INTERNATIONAL: Chapter 15 Case Summary
CLOVERLEAF ENTERPRISES: Judge Opts to Assign Chapter 11 Trustee
CRYSTAL CATHEDRAL: Files for Chapter 11 in California

CRYSTAL CATHEDRAL: Case Summary & 20 Largest Unsecured Creditors
CUSTOM CABLE: Counsel for Parent's Shareholders Asks to Withdraw
DAVID DRUMM: Files for Chapter 7 in Boston
DAYBREAK OIL: Incurs $370,100 Net Loss in August 31 Quarter
DOWA INSURANCE: Chapter 15 Case Summary

DRYSHIPS INC: Unit Signs Drilling Deal With Vanco Overseas
DUNE ENERGY: Pays $500,000 to Amend Wells Fargo Credit Pact
E.DIGITAL CORPORATION: Posts $350,200 Net Loss in June 30 Quarter
EDUCATION RESOURCES: Settlement Allows Plan Confirmation
EMMIS COMMS: Posts $70,000 Net Income in August 31 Quarter

ENERGY FUTURE: Units Price Offering of $350MM 2nd Lien Notes
ESBH INC: Voluntary Chapter 11 Case Summary
EURAMAX HOLDINGS: Delays $175 Million Shares Offering
EURAMAX HOLDINGS: Posts $22.9 Mil. Net Loss for 2010 First Half
EXTENDED STAY: Settles Aecon Construction Claims

EXTENDED STAY: Starwood Appeal Reimbursement Order
FBL FINANCIAL: AM Best Affirms Issuer Credit Rating at "bb"
FISHER COMMUNICATIONS: S&P Withdraws 'B-' Corp. Credit Rating
FM AVIATION: Case Summary & 3 Largest Unsecured Creditors
FONTAINEBLEAU LV: Ch. 7 Trustee Proposes RMS as Consultant

FONTAINEBLEAU LV: Ch. 7 Trustee Wants Kasowitz as Special Counsel
FONTAINEBLEAU LV: Waldman Withdraws as Resorts' Counsel
FREDDIE MAC: Clayton Rose Elected to Board of Director
FREDERICK BERG: Meridian Founder Charged With $350MM Fraud
GENERAL GROWTH: Bankruptcy Court Allows Capital Raise

GENERAL GROWTH: Names Members to Spin-Off's Board
GENERAL GROWTH: Parties Lodge Objections, Support for Plan
GLOBAL ENTERTAINMENT: Posts $566,000 Net Loss in August 31 Quarter
HAWK CORP: S&P Shifts CreditWatch on 'B' Rating to Positive
HENRY ANDERSON: Court Extends Cash Collateral Use Until Nov. 4

HERBALIFE INTERNATIONAL: Moody's Upgrades Default Rating to 'Ba1'
INTELLIPHARMACEUTICS: Posts $2.1MM Net Loss in August 31 Quarter
INTELSAT SA: Unit Completes Cash Tender Offers to Buy Sr. Notes
ISTAR FINANCIAL: Files Financial Information of LNR Property
JOHN FREDERICK DIXON: Court Slashes Wendel Rosen Fees

K2 PURE: S&P Corrects Press Release; Puts 'B' Rating to Loan
KAUFMAN PEBBLE: Involuntary Chapter 11 Case Summary
KOWALLIS AND MACKEY: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: LBIE Seeks Court Ruling on $1 Bil. in Securities
LEHMAN BROTHERS: LBSF & Primus Agree to Settle Claims

LEHMAN BROTHERS: Sells 9.9 Million Edelweiss Shares
LIONS GATE: S&P Shifts CreditWatch on 'B-' Rating to Developing
LIQUIDMETAL TECH: Names Two New Members to Board of Directors
LOUISIANA VALVE: Case Summary & 23 Largest Unsecured Creditors
M & U LLC: Voluntary Chapter 11 Case Summary

MAJESTIC LIQUOR: Plan Provides Full Satisfaction on Most Claims
MEDCLEAN TECHNOLOGIES: Manatuck Reports 15.07% Equity Stake
MEDICAL EDUCATIONAL: Court Decides on Chapter 11 Case Status Today
MERUELO MADDUX: Investors Propose New Competing Plans
METALINK LTD: Receives NASDAQ Notice of Noncompliance

MICHAELS STORES: Has Private Placement for $800MM of Senior Notes
MIDWEST BANC: 401(k) Plan Has Net Assets of $14.3MM at End of 2009
MOBILE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
NATIONAL CENTURY: White, et al, Win Nod for Distribution of Funds
NAZIA ROSEHILL: Case Summary & Largest Unsecured Creditor

NEW BERN: Asks for Oct. 30 Extension of Plan Filing Exclusivity
NEW LEAF: Completes $2 Million Sale of Bridge Notes & Warrants
OLD COLONY: Blames Demise on Steep Loan Interest Rate
OPEN TEXT: S&P Raises Corporate Credit Rating to 'BB+'
ORLEANS HOMEBUILDERS: CEO Leaving Post After $700,000 Payment

PACIFIC AVENUE: Panel Gets OK to Tap O'Dea & Vann as Counsel
PACIFIC AVENUE: Taps James McElroy as Counsel in Regions Bank Case
POPULAR LIFE: AM Best Upgrades Issuer Credit Rating to "bb+"
PRECISION OPTICS: Investors Extend Note's Due Date to November 15
QUALITY DISTRIBUTION: Moody's Keeps 'Caa1' Corp. Family Rating

RADIENT PHARMACEUTICALS: Defaults Under 12% Convertible Notes
RICHARD GETTY: U.S. Trustee Unable to Appoint Creditors Committee
RICHARD MUNSON: Court Dismisses Credit Union Suit Over Land Rover
RITE AID: 401(k) Plan Blackout Period Starts November 15
RIVER ROAD: Seeks to Appeal Ruling Favoring Credit Bidding

SABRA HEALTH: Moody's Assigns 'B2' Rating on Senior Unsec. Notes
SABRA HEALTH: S&P Assigns 'B' Corporate Credit Rating
SEAGATE TECHNOLOGY: Fitch Puts 'BB+' Rating on Negative Watch
SEAGATE TECHNOLOGY: Private Deal Won't Affect Moody's 'Ba1' Rating
SEAGATE TECHNOLOGY: S&P Puts 'BB+' Rating on CreditWatch Negative

SEALY CORP: Marketing VP Acquires 73,062 Unrestricted Shares
SEVERN BANCORP: Reports $485,000 net Profit in Third Quarter
SIMON WORLDWIDE: Panel Approves Dismissal of BDO USA as Accountant
SIMON WORLDWIDE: Burkle's Overseas Toys Has $11-Mil. Buyout Offer
SMART-TEK SOLUTIONS: J. Kinross-Kennedy Raises Going Concern Doubt

SOUTH BAY: Asks for Plan Filing Exclusivity Until Feb. 15
SOUTH BAY: Removal Period Extended Until February 15
SOUTH BAY: SANDAG Contemplates Take Over
SPARKLEBERRY EB: To Pay Creditors from Sale of Land
SPARKLEBERRY EB: To Justify Reorganization Case on October 21

SPHERIS INC: CoMetrics Named Fin'l Advisor for SP Wind Down
TBP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
TEL-INSTRUMENT: NYSE Amex Accepts Continued Listing
TELETOUCH COMMUNICATIONS: Posts $230,000 Net Loss in Aug. 31 Qtr.
THOMPSON PUBLISHING: Bids Due By Nov. 12; Sale Hearing on Nov. 19

THORNBURG MORTGAGE: Orrick, Ex-Execs Fail to Stop Fraud Suit
TIGRENT INC: Strudwick et al. Extend Forbearance Until Feb. 2011
TIX CORP: Echo Lake Opposes Plan to Delist Shares
TODD'S INTERTHERM: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Arkin Kaplan, et al., Represent Step One Lenders

TRIBUNE CO: Names Jerry Core VP/GM for KTXL-TV
TRUST NO. 3645: Involuntary Chapter 11 Case Summary
TURKPOWER CORP: Posts $429,300 Net Loss in August 31 Quarter
TWIN CITY: Voluntary Chapter 11 Case Summary
ULTIMATE ESCAPES: Gets Final Approval to Incur Loan and Use Cash

ULTIMATE ESCAPES: October 29 Set as General Claims Bar Date
ULTIMATE ESCAPES: Plan Contemplates Liquidation of All Assets
ULTIMATE ESCAPES: Committee Taps FTI Consulting as Fin'l Advisor
US FIDELIS: Wants Dec. 31 Extension of Plan Filing Exclusivity
US FIDELIS: Proofs of Claim Deadline for Non-Consumers on Dec. 1

USEC INC: Amends & Restates Credit Agreement With JPMorgan Chase
VIRTUAL GEOSATELLITE: Voluntary Chapter 11 Case Summary
VWE GROUP: Court Dismisses Ponzi Scheme Claims as Time-Barred
WASHINGTON MUTUAL: Wins Nod to Send Plan to Creditors for Voting
WARNER MUSIC: Oaktree Capital Reports 6.1% Equity Stake

WILLIAM NORRIE: Involuntary Chapter 11 Case Summary
WORKSTREAM INC: Delays Filing of Quarterly Report on Form 10-Q
YELLOWSTONE CLUB: Robert Sumpter Claim Reduced to $250,000
YURI PLYAM: Ch. 11 Case Dismissed at Request of Creditors

* Aspatore Books Publishes Trends in Commercial Bankruptcy Filings

* Wilson Sonsini & Rosati Expands Corporate Finance Practice
* Bankruptcy Lawyers Field Calls From Troubled Municipalities

* Large Companies With Insolvent Balance Sheets

                            *********

3 G PROPERTIES: Guaranty Action Sent Back to Wake County State Ct.
------------------------------------------------------------------
In In re: Southern Community Bank & Trust v. James D. Goldston,
III, James M. Adams, Sr., Timothy P. Kelly, Lake Glad Road
Commercial, LLC, and Lake Glad Road Partners, LLC, Defendants,
Adv. Proc. No. 10-00178 (Bankr. E.D. N.C.), the Hon. J. Rich
Leonard remands a guaranty action to the Superior Court of Wake
County, North Carolina.

In April 2010, plaintiff filed a complaint in Wake County Superior
Court against defendants to recover sums owed under two separate
loan agreements and promissory notes, and underlying guaranties.
In total, the notes and guaranty agreements provide for the
payment of roughly $6,700,000.  The plaintiff commenced
foreclosure proceedings in Granville County against tracts of land
that serve as security under the notes.

On June 14, 2010, Lake Glad Road Commercial, Lake Glad Road
Partners, and a third entity known as Granville Park Partners,
LLC, which was not a party to the guaranty action, filed Articles
of Merger.  The surviving entity is 3 G Properties, LLC.
Defendants Goldston and Adams each have a 50% ownership interest
in 3 G.  On the same date as the merger, 3 G filed a petition for
relief under chapter 11 of the Bankruptcy Code.  On July 8, 2010,
the plaintiff filed an amended complaint, removing Commercial and
Partners as defendants in the guaranty action and adding John
Patrick Williams and Toby Barnette, the other guarantors on the
Commercial note, as defendants.  Defendant Mr. Kelly along with
Messrs. Williams and Barnette were each member/managers of Clear
Creek, LLC, a member of Commercial, and additional guarantors on
the Commercial note.  On July 26, 2010, defendants Goldston and
Adams filed a notice of removal in the bankruptcy court, listing
themselves, defendant Mr. Kelly, Commercial and Partners as
defendants.  In response, the plaintiff requests that the court
abstain from hearing the guaranty action.

In remanding the lawsuit, Judge Leonard holds that the state court
can timely adjudicate the plaintiff's guaranty action such that
there will not be an unfavorable effect on the administration of
the bankruptcy case.  The guaranty action is not a core proceeding
arising under or arising in a case under the Bankruptcy Code.
Moreover, the guaranty action against the defendants does not
invoke a substantive right created by federal bankruptcy law, but
rather is based entirely on state law.

A copy of the Court's Order dated Oct. 14, 2010, is available
at http://is.gd/g6r5ufrom Leagle.com.

Wake Forest, North Carolina-based 3 G Properties, LLC, dba
Granville Park Partners, LLC, Lake Glad Road Commercial, LLC, dba
Lake Glad Road Partners, LLC, filed for Chapter 11 bankruptcy
protection on June 14, 2010 (Bankr. E.D. N.C. Case No. 10-04763).
Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., represent the Company in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


AFC HOLDCO: Mitsui Unit to Dissolve Business
--------------------------------------------
Mitsui & Co., Ltd. disclosed that its subsidiary, AFC HoldCo, LLC,
resolved to dissolve the business and plans to complete the
liquidation.

AFC HoldCo, LLC's representative officer is Masahiko Kurahashi.

Major shareholder of the company is Mitsui & Co. (U.S.A.), Inc. (A
wholly owned subsidiary of Mitsui) 87.5%

As a result of the business performance review, Mitsui judged that
its subsidiaries' auto finance business would be unprofitable
under the current severe market conditions and determined to
dissolve the company.

Schedule for the resolution of dissolution is on October 12, 2010
and the beginning of 2011 the Completion of liquidation.

This dissolution will have minimal impact on Mitsui's consolidated
financial statements for the year ending March 31, 2011.


AMARU INC: Posts $209,300 Net Loss in June 30 Quarter
-----------------------------------------------------
Amaru Inc. filed on October 15, 2010, an amended quarterly report
for the three months ended June 30, 2010.

The Company reported a net loss of $209,323 on $38,753 of revenue
for the second quarter ended June 30, 2010, compared to a net loss
of $483,112 on $14,007 of revenue for the same period in 2009.

The Company incurred a loss from operations of $407,618 for the
three months ended June 30, 2010, as compared to a loss from
operations of $744,466 for three months ended June 30, 2009.  The
decrease in operating loss is due mainly as a result of cost
reduction measures to reduce operating costs.

The Company's balance sheet at June 30, 2010, showed $4.3 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $751,139.

Mendoza Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's financial results for 2009.
The independent auditors noted that the Company has sustained
accumulated losses from operations totaling $37.4 million at
December 31, 2009.

A full-text copy of the Form 10-Q/A-1 is available for free at:

               http://researcharchives.com/t/s?6c96

                         About Amaru Inc.

Singapore-based Amaru Inc. provides entertainment-on-demand and e-
commerce channels on Broadband, and 3G devices.  The Company
delivers both wire and wireless solutions, streaming via
computers, TV sets, PDAs and 3G hand phones.  The Company launches
e-commerce channels (portals) that provide on-line shopping but
with a difference, merging two leisure activities of shopping and
entertainment.


AMERICAN ACCESSORIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Accessories Holdings, L.P.
        Mark Weisbart, Trustee for
        American Accessories, Inc., G.P.
        12770 Coit Road, Suite 541
        Dallas, TX 75251

Bankruptcy Case No.: 10-43534

Chapter 11 Petition Date: October 12, 2010

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Mark A. Weisbart, Esq.
                  THE LAW OFFICES OF MARK A. WEISBART
                  12770 Coit Road, Suite 541
                  Dallas, TX 75251
                  Tel: (972) 628-3694
                  Fax: (972) 628-3687
                  E-mail: weisbartm@earthlink.net

Scheduled Assets: $450,000

Scheduled Debts: $1,804,003

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-43534.pdf

The petition was signed by Mark Weisbart, trustee for American
Accessories, Inc., general partner.


AMERICAN COMMERCE: Posts $124,000 Net Loss in August 31 Quarter
---------------------------------------------------------------
American Commerce Solutions, Inc., filed on October 15, 2010, its
quarterly report on Form 10-Q, reporting a net loss available to
common stockholders of $124,013 on $538,135 of revenue for the
three months ended August 31, 2010, compared with net income
available to common stockholders of $1.2 million on $549,477 of
revenue for the same period ended August 31, 2009.

The Company incurred a net consolidated loss from continuing
operations of $124,013 for the three months ended August 31, 2010,
compared to a loss of $154,073 for the three months ended
August 31, 2009.

Current liabilities exceed current assets by approximately
$914,100 at August 31, 2010.  Additionally, the Company is in
default on several notes payable.

The Company's balance sheet at August 31, 2010, showed
$5.1 million in total assets, $4.5 million in total liabilities,
and stockholders' equity of $659,197.

As reported in the Troubled Company Reporter on June 4, 2010,
Peter Messineo, CPA, of Palm Harbor, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended February 28, 2010.  The independent auditor noted that the
Company has incurred recurring losses from continuing operations,
has negative working capital and has used significant cash in
support of its operating activities.

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

                 http://researcharchives.com/t/s?6ca4

                     About American Commerce

Bartow, Fla.-based American Commerce Solutions, Inc., is primarily
a holding company with two wholly owned subsidiaries.  One
subsidiary, International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.  The
second subsidiary, Chariot Manufacturing Company, which was
acquired on October 11, 2003, from a related party, manufactures
motorcycle trailers with fiberglass bodies and other fiberglass
parts by contract with affiliate owned, Tampa Fiberglass, Inc.
Effective June 1, 2009, Chariot was sold and is classified as a
discontinued operation.


AMERICAN INT'L: CEO Benmosche Receives 1,930 Restricted Shares
--------------------------------------------------------------
Robert H. Benmosche, President and CEO of American International
Group, Inc., disclosed that on October 14 he acquired 1,930 shares
of common stock raising his stake to 78,375 shares.  He directly
holds those shares.  The shares are restricted from transfer until
August 10, 2014, pursuant to the 2009-2010 Stock Salary Award
Agreement with the Company dated November 24, 2009.  The award
reflects 3,668 shares less 1,738 shares withheld for taxes.

                             About AIG

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

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

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


AMERICAN INT'L: Fairholme Raises Stake to 26.6% Shares
------------------------------------------------------
Fairholme Capital Management LLC said in a regulatory filing that
as of October 14 it may be deemed to be the beneficial owner of
36,657,349 shares or 26.6% of the common stock of American
International Group Inc.  The amount assumes Fairholme has
converted 95% of the AIG preferred shares it held into common
stock.

Fairholme Fund Inc. may be deemed to be the beneficial owner of
32,824,976 AIG Shares -- 23.8% -- and Bruce R. Berkowitz may be
deemed to be the beneficial owner of 36,657,349 AIG Shares --
26.6% -- based upon the 137,939,277 AIG Shares outstanding.

Earlier this month, Fairholme disclosed that as of October 4,
2010, it may be deemed to beneficially own 32,909,500 AIG shares
or roughly 24.4%.

                             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.


ASCEND PERFORMANCE: Moody's Withdraws 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the ratings for Ascend
Performance Materials Holdings, Inc., following APMH's
postponement of several debt transactions.  APMH has no rated debt
at this time.  The ratings withdrawn are the B2 Corporate Family
Rating; the B2 Probability of Default Rating; and the B2 (LGD4,
55%) rating on the proposed $800 million guaranteed secured Term
Loan B due 2016 to be issued by Ascend Performance Materials LLC.

Issuer: Ascend Performance Materials Holdings, Inc.

Withdrawals:

  -- Corporate Family Rating, Withdrawn, previously rated B2
  -- Probability of Default Rating, Withdrawn, previously rated B2

Issuer: Ascend Performance Materials LLC

Withdrawals:

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B2, LGD4, 55%

Moody's last rating action affecting APMH occurred on
September 29, 2010, when Moody's assigned an initial B2 CFR and a
B2 rating to Ascend's proposed term loan B.

APMH is a privately held major integrated Nylon 6,6 manufacturer
based in Houston, Texas.


AWR WHOLESALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: AWR Wholesale, Inc.
        aka Alan Moss
        436 Lafayette Street
        New York, NY 10003

Bankruptcy Case No.: 10-15254

Chapter 11 Petition Date: October 6, 2010

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

Judge: Burton R. Lifland

Debtor's Counsel: Gilbert A. Lazarus, Esq.
                  LAZARUS & LAZARUS, P.C.
                  240 Madison Avenue, 8th Floor
                  New York, NY 10016
                  Tel: (212) 889-7400
                  Fax: (212) 684-0314
                  E-mail: glawlazarus@aol.com

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

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

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

The petition was signed by Alan R. Moss, president.


BALOISE INSURANCE: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Toby Wooldridge

Chapter 15 Debtor: Baloise Insurance Ltd.
                     aka The Baloise Insurance Company Limited
                   Aeschengraben 21, Box 2275
                   CH-4002
                   Basle
                   Switzerland

Chapter 15 Case No.: 10-15358

Type of Business: The Debtor is one of the largest Swiss insurance
                  groups which offers cargo insurance services.

Chapter 15 Petition Date: October 14, 2010

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

Judge: James M. Peck

Chapter 15
Petitioner's
Counsel:          Kenneth P. Coleman, Esq.
                  ALLEN & OVERY LLP
                  1221 Avenue of Americas
                  New York, NY 10022
                  Tel: (212) 610-6300
                  Fax: (212) 610-6399

Estimated Assets: $0 to $50,000

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

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


BANKATLANTIC BANCORP: Faces NYSE Delisting as Stock Under $1.00
---------------------------------------------------------------
BankAtlantic Bancorp Inc. was notified on October 12, 2010, by
NYSE Regulation Inc. that the Company's Class A Common Stock did
not satisfy one of the New York Stock Exchange standards for
continued listing.

The NYSE requires a listed company's stock to maintain an average
closing price per share in excess of $1.00 for a consecutive 30-
trading-day period.  As of October 1, 2010, the average closing
price per share of the Company's Class A Common Stock over the
preceding 30-trading-day period was $0.99.

Under the NYSE's rules, the Company has a period of six months,
subject to possible extension, to bring its share price and 30-
trading-day average share price back over $1.00.  The Company's
Class A Common Stock will continue to be listed and traded on the
NYSE during this period, subject to the Company's compliance with
other continued listing standards of the NYSE.  The Company
intends to provide notification to the NYSE of its intent to
regain compliance and steps it will take to attempt to do so.
There is no assurance that the Company will be able to satisfy the
NYSE's requirement within the six-month cure period and maintain
the listing of its Class A Common Stock.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic Bancorp's balance sheet showed $4.656 billion in
assets and $4.578 billion in liabilities at June 30, 2010.

                            *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.


BEAR ISLAND: Court Declares Black Diamond Bid Best and Highest
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved the sale of declared Black Diamond Capital Management
LLC's bid to be the highest and best bid to buy Bear Island Paper
Co. LLC, and its Canadian parent, White Birch Paper Co.  According
to the Court's docket, the bankruptcy judge affirmed Black Diamond
as the winning at the sale hearing held October 13, 2010.

As reported in the Troubled Company Reporter on September 30, the
Company selected as the winning bid the offer from the stalking
horse bidder, a group comprised of Black Diamond Capital
Management LLC, Credit Suisse Group AG, and Caspian Capital
Advisors LLC, holders of 65% of the $438 million in first-lien
debt.  The losing bidder, a group holding 22% of the first-lien
debt, however, contends that they submitted the superior bid at
the auction.

Black Diamond's winning bid consisted (i) a $90 million cash
payment, allocated to the current assets, (ii) $4.5 million cash
payment, allocated to the fixed assets owned by the Canadian
affiliates; and a (iii) $78 million credit bid allocated to the
fixed assets owned by the Canadian affiliates.

                  About White Birch & Bear Island

Canada-based White Birch Paper Company is the second-largest
newsprint producer in North America.  As of December 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
February 24, 2010.  Bear Island estimated assets of $100 million
to $500 million and debts of $500 million to $1 billion in its
Chapter 11 petition.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartners LLP serves as
financial and restructuring advisors to Bear Island, and Lazard
Freres & Co., serves as investment banker.  Garden City Group is
the claims and notice agent.  Chief Judge Douglas O. Tice, Jr.,
handles the Chapter 11 and Chapter 15 cases.


BEAVER BROOK: Default on $10.33MM Loan Prompts Chapter 22
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beaver Brook Village LLC filed for Chapter 11
bankruptcy protection after defaulting on a $10.3 million mortgage
with Wells Fargo Bank NA.

Mr. Rochelle relates that Beaver Brook owes $1 million to
creditors under a prior Chapter 11 case that concluded in late
2008 with a confirmed reorganization plan.  Payments under the
prior plan are also in default.

The Company said cash flow has continued to decline since the
first reorganization.

Beaver Brook Village LLC is the owner of a mixed-use real estate
development in Dracut, Massachusetts.  The project has 47
apartments and 30 commercial units on 6.5 acres.  Beaver Brook
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.

Beaver Brook first filed for Chapter 11 on August 10, 2007 (Bankr.
D. Mass. Case No. 07-43103).  William H. Harris, Esq., at Harris &
Dial, P.C., in North Andover, Massachusetts, served as Debtor's
counsel.  In its prior petition, the Debtor listed $12,019,803 in
assets and $14,365,086 in debts.


BEDFORD TOWN: Washington Gas Sanctioned for Violating Stay
----------------------------------------------------------
The Hon. Thomas J. Catliota of the United States Bankruptcy Court,
D. Maryland sanctioned Washington Gas Co. -- at the behest of
Bedford Town Condominium -- for violation of the automatic stay.
On April 16, 2010, Washington Gas sent the Debtor a notice of its
intention to terminate gas service on or after April 30, 2010 --
despite receiving notice of the Debtor's bankruptcy case.  The
Court awarded Bedford Town damages of $1,975.

A copy of the Court's memorandum of decision, dated Sept. 20, is
available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100920357

Bedford Town Condominium Association aka The Marylander sought
chapter 11 protection (Bankr. D. Md. Case No. 10-15831) on March
19, 2010, estimating under $50,000 in assets and $500,000 to $1
million in debts.  John D. Burns, Esq., at The Burns LawFirm, LLC
-- burnslaw@burnslaw.algxmail.com -- in Greenbelt, Maryland,
serves as counsel to the Debtor.  A copy of the Debtor's chapter
11 petition is available at http://bankrupt.com/misc/mdb10-
15831.pdf at no charge.


BEHROOZ SUMEKH: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Behrooz Sumekh
                639 W. Camino Real
                Arcadia, CA 91007

Bankruptcy Case No.: 10-54048

Involuntary Chapter 11 Petition Date: October 13, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Pro Se

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Daniel Lamden                      Loan                   $390,000
1508 Greenfield Avenue, # 408
Los Angeles, CA 90025

Samuel Torbati                     Loan                   $350,000
435 N. Oakhurst Drive, # 404
Beverly Hills, CA 90210


BLOCKBUSTER INC: Reveals $152.2 Mil. Loss for 8 Months
------------------------------------------------------
In connection with the negotiation of the pre-arranged
recapitalization plan of Blockbuster Inc., certain holders of its
11.75% senior secured notes conducted a due diligence review of
the Company, according to a Form 8-K filed with the U.S.
Securities and Exchange Commission dated October 12, 2010.

As part of the due diligence review, the Restricted Noteholders
received certain financial projections for the Company, relates
Rod McDonald, Esq., Blockbuster's vice president, secretary and
general counsel.

Pursuant to confidentiality agreements entered into with the
Restricted Noteholders, Blockbuster agreed to disclose a summary
of any material non-public information previously disclosed to the
Restricted Noteholders.  As a result, the Company has included a
summary of the projections that it provided to the Restricted
Noteholders in its SEC filing, solely to comply with its
obligations to the Restricted Noteholders under the
confidentiality agreements.

        Condensed Consolidated Statement of Operations
                34 Weeks Ended August 29, 2010
                         (In Millions)

Condensed consolidated statement of operations:
Total revenue                                           $2,194.1
Cost of sales                                              990.7
                                                         -------
Gross profit                                             1,203.4

Operating expenses:
  General and administrative                             1,165.7
  Advertising                                               37.4
  Depreciation & intangible amortization                    66.0
                                                         -------
Operating loss                                             (65.7)

Interest and other income, net                             (85.6)
                                                         -------
Loss from continuing operations                           (151.3)
before income taxes

Provision for income taxes                                   0.6
                                                         -------
Loss from continuing operations                           (151.9)

Loss from discontinued operations                            0.3
                                                         -------
Net loss                                                 ($152.2)
                                                         =======

Reconciliation of adjusted EBITDA:

Net loss                                                 ($152.2)

Adjustments to reconcile net loss to adjusted EBITDA:
  Loss from discontinued operations, net                     0.3
  Provision for income taxes                                 0.6
  Interest and other income, net                            85.6
  Depreciation & intangible amortization                    66.0
                                                         -------
EBITDA                                                       0.3

Lease termination costs incurred for store closures         36.1
Severance costs                                             12.5
Stock compensation                                           0.7
Net gain on a third party games sale (non-recurring)        (7.7)
Professional fees related to
recapitalization costs (non-recurring)                     14.9
                                                         -------
Adjusted EBITDA                                            $56.8
                                                         =======

Mr. McDonald asserts that the Projections were provided solely in
connection with the Restricted Noteholders' due diligence review
and not expressly for inclusion in the Form 8-K filing or any
other public document.

The Projections are subject to numerous assumptions, risks and
limitations, and are now out of date, do not reflect the Company's
current plan or capital structure under consideration, and are
subject to substantial revision, Mr. McDonald contends.  He also
notes that the Projections are not a guaranty of future
performance, and actual results may differ from the Projections
and the differences may be material.

Mr. MacDonald adds, among other things, that the Projections do
not purport to present the Company's financial condition in
accordance with accounting principles generally accepted in the
United States of America.

                       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: Starts Search for New Chief Executive
------------------------------------------------------
Blockbuster Inc. has commenced search for a new chief executive
officer to replace present CEO, James Keyes, The Wall Street
Journal reports.

Joann S. Lublin and Mike Spector of WSJ report that Blockbuster
has hired an executive-search firm, Korn/Ferry International, to
look at new blood to run the company after it emerges from
bankruptcy protection.

Mr. Keyes was named CEO in 2007, and a candidate to continue
leading Blockbuster, WSJ says citing unnamed people familiar with
the matter.  According to the report, some creditors are
dissatisfied with Mr. Keyes, and want to identify candidates, who
can steer Blockbuster into digital businesses.

The company's senior bondholders, including Carl Icahn, will have
to approve the new CEO choice by December 31, 2010, under the
prepetition restructuring deal negotiated by key parties, notes
the report.

An unnamed company spokeswoman is quoted as saying that the search
is "moving forward with what is consistent with our public
disclosures and the requirements of the recapitalization plan.
Jim remains fully engaged and committed to the business and the
plan.  This includes active participation in any evaluation of
potential CEO candidates."  An unnamed source has also said that
Mr. Keyes supports the CEO search, says the Journal.

The WSJ report also says that potential prospects may include
former executives from Yahoo Inc., Google Inc. and Amazon.com
Inc., who got wealthy from those employers but have not been a
CEO.

                       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)


BONSO ELECTRONICS: Posts $657,700 Net Loss in March 31 Quarter
--------------------------------------------------------------
Bonso Electronics International Inc. filed on October 15, 2010,
its annual report on Form 20-F for the fiscal year ended March 31,
2010.

The Company reported a net loss of $657,680 on $28.5 million of
revenue for fiscal 2010, compared with a net loss of $7.6 million
on $40.4 million of revenue for fiscal 2009.  The decrease in
sales was primarily the result of decreased demand for the
Company's telecommunication products and consumer electronics
scales products.

The Company's balance sheet at March 31, 2010, showed
$23.7 million in total assets, $10.5 million in total liabilities,
and stockholders' equity of $13.2 million.

The Group has sustained operating losses in each of the fiscal
years ended March 31, 2008, 2009, and 2010.

A full-text copy of the Form 20-F is available for free at:

               http://researcharchives.com/t/s?6ca1

                     About Bonso Electronics

Shatin, Hong Kong-based Bonso Electronics International Inc.
(NasdaqCM: BNSO:) -- http://www.bonso.com/-- designs, develops,
produces and sells electronic sensor-based and wireless products
for private label original equipment manufacturers, original brand
manufacturers and original design manufacturers.

Since 1989, the Company has manufactured all of its products in
China in order to take advantage of the lower overhead costs and
competitive labor rates.  The Company's factory is currently
located in Shenzhen, China, about 50 miles from Hong Kong.


BRUCE BUCKNER: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bruce Wayne Buckner
          dba Lakeside Deli
          dba Stratton Laundry Service & Center
        1838 Industrial Drive
        Monterey, TN 38574

Bankruptcy Case No.: 10-10963

Chapter 11 Petition Date: October 11, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: George C. Paine II

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: $1,034,565

Scheduled Debts: $324,195

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-10963.pdf


BURGER KING: Tender Offer Cues Fitch's to Cut Long-Term IDR to B
-----------------------------------------------------------------
In conjunction with the expiration of 3G Capital's tender offer,
Fitch Ratings has taken various rating actions on Burger King
Holdings, Inc., and its wholly-owned operating subsidiary Burger
King Corporation.

Fitch has downgraded these:

Burger King Corporation

  -- Long-term Issuer Default Rating to 'B' from 'B+'.

Fitch has assigned these ratings:

Burger King Holdings, Inc.

  -- Long-term IDR 'B';
  -- $150 million secured revolving facility 'BB-/RR2';
  -- $1.850 billion secured term loan facility 'BB-/RR2';
  -- $800 million senior unsecured notes 'CCC/RR6'.

Fitch has also withdrawn its 'BB+/RR1' rating on Burger King
Corporation's secured bank facility which is being repaid as a
result of the buy-out.

The Rating Outlook is Stable.

As previously mentioned, these actions follow the completion of
3G Capital's tender offer for all the outstanding shares of
Burger King's stock at $24/share or $3.3 billion and resolves
the Negative Rating Watch Fitch placed on Burger King's ratings
on Sept. 2, 2010.  Fitch downgraded Burger King Corporation's
IDR to 'B+' from 'BB' on Sept. 2, 2010 following the company's
definitive agreement to be acquired by 3G Capital in a transaction
valued at approximately $4.1 billion, including the assumption
of roughly $800 million of debt and capital leases.  3G is
providing roughly $1.5 billion of equity capital and Burger King
will have approximately $2.7 billion of debt when the transaction
closes later this month.  Financing to fund the buyout includes
a $1.85 billion six-year term loan, a portion of its new
$150 million five-year revolver and $800 million of 9.875% senior
unsecured notes due Oct. 15, 2018.  The debt was issued by merger
subsidiary -- Blue Acquisition Sub, Inc. -- but upon consummation
of the transaction, Burger King will assume all of the
obligations.

The new secured bank facility subjects the company to various
financial covenants, including a maximum leverage ratio, a minimum
interest coverage ratio and a leverage-based maximum yearly
capital expenditure restriction.  Terms also include mandatory
prepayments with a percentage of excess free cash flow as defined
by the agreement.  The bank debt is secured on a first priority
basis by a perfected security interest in all tangible and
intangible assets of Burger King Corporation and is guaranteed by
Burger King Holdings and all material wholly-owned domestic
subsidiaries of Burger King Corporation.  The $800 million of
9.875% senior unsecured notes are also guaranteed by Burger King
Holdings, Inc., and all domestic subsidiaries and contain a change
of control put option.

The ratings reflect Burger King's high financial leverage, its
positive free cash flow (FCF- defined as cash flow from operations
less capital expenditures and dividends) and its competitive
market position in the global quick-service restaurant industry.
Total adjusted debt-to-operating EBITDAR (defined as total debt
plus eight times gross rent expense-to-earnings before interest,
taxes, depreciation, amortization and gross rents) pro forma for
the leveraged buyout is approximately 6.5x, up from 3.5x at
June 30, 2010.  Since fiscal 2007, Burger King's FCF has grown at
a 13% compound annual growth rate to $126 million in fiscal 2010
as operating income growth has been complemented by recent
reductions in capital expenditures.  Although same-store sales
(SSS) performance weakened and the company has lost market share
over the past two years, Burger King remains the third largest
sandwich chain in the U.S. according to Nation's Restaurant New's
Annual Top 100 ranking with approximately 10% market share, 12,174
units worldwide and roughly $15 billion of systemwide sales.

The 'RR2' Recovery Rating on Burger King's $1.850 billion of
secured debt indicates that Fitch views recovery prospects on
these obligations as superior at 71%-90%.  While not anticipated,
the 'RR6' rating assigned to Burger King's senior unsecured notes
reflects Fitch's opinion that recovery prospects would be below
10% if the bonds went into default.  Fitch's recovery analysis is
based on the assumption that the company's going concern
enterprise value in a distressed situation would be approximately
$1.7 billion or about 60% below the $4.1 billion value of the
recent buyout.

At June 30, 2010, 38% of Burger King's 12,174 restaurants were
located outside of the North America and 89% were franchised while
11% were company operated.  New management plans to refranchise
half of the 1,339 company operated units over the next three to
five years and to focus on international expansion.  Fitch expects
these efforts to be accretive to margins since franchised stores
generate a higher margin and food-away-from-home expenditures are
growing faster outside the U.S.  However, Fitch is also mindful of
risks associated with a highly franchised system, such as engaging
in long-term contracts with franchisees that are not effective
operators and the franchisor having less influence over the
overall direction of the brand.

3G plans to reduce capital expenditures from $150 million in
fiscal 2010 to maintenance levels or approximately $22 million
beginning in fiscal 2011.  The combination of significantly
reduced capital expenditures and an acceleration of refranchising
should significantly increase consolidated margins and FCF in the
near-to-intermediate term.  As such, Fitch projects that Burger
King can generate free cash flow in excess of $200 million in
fiscal 2011 and 2012 and maintain adequate liquidity, despite
higher interest costs.  Given 3G's history of reducing both cost
and financial leverage for companies that it has acquired,
adjusted leverage could fall to the mid-5.0x level within the next
24 months if this discretionary cash is used for debt repayment
versus cash payouts and the operations don't deteriorate.

Fitch views management's plan to refranchise nearly 700 company
operated restaurants over the next five years as aggressive but
recognizes that the environment for these transactions is
improving due to greater access to capital.  If management is
unable to execute its operating strategy, Burger King continues to
lose market share, financial policies are more aggressive than
Fitch anticipates and adjusted leverage consistently remains
materially above pro forma levels, ratings will be reviewed for a
downgrade.

Fitch remains concerned about the need for Burger King to broaden
its appeal to a wider array of consumers by refreshing its
restaurants, its marketing and its food offerings.  Since the
inception of the company's re-imaging program two and a half years
ago, the company has only remodeled 170 or about 13% of its
company units.  Fitch views the company's barbell menu of value
and premium food items and focus on enhanced breakfast offerings,
such as the breakfast platters, Seattle's Best coffee and mini
blueberry biscuits, as steps in the right direction.  However, a
lack of investment into the brand and continued high levels of
unemployment among Burger King's core customer demographic, which
skews younger and more male, could cause the company's SSS to
continue to lag competitors.


CAPMARK FINANCIAL: Creditors Argue Firm Overpaid Lenders
--------------------------------------------------------
Bankruptcy Law360 reports that unsecured creditors in Capmark
Financial Group Inc.'s bankruptcy argued Friday that the debtor is
overpaying for a mortgage pool in a proposed $975 million
settlement with secured lenders on a $1.5 billion loan.  Law360
says the official committee of unsecured creditors made its case
at an evidentiary hearing in the U.S. Bankruptcy Court for the
District of Delaware.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides 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 and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of June
30, 2009.

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.

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.


CASCADES INC: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------
DBRS has confirmed the Issuer Rating and the Senior Unsecured Debt
rating of Cascades Inc. (Cascades or the Company), both at BB (high).
The trend has been changed to Stable from Negative, recognizing that
the Company has stabilized its financial profile through a severe
recession in the North American economy.  With the North American
economy on the mend, albeit at a weak pace, DBRS expects Cascades'
financial profile to remain near current levels in the medium term.
Additionally, the current rating continues to be supported by the
Company's solid business profile with a leading market position in a
number of its businesses.

The Company's operating results were weighed down by deteriorating
market conditions in 2008.  The ratings were placed on a Negative
trend in March 2009 to reflect DBRS's concerns at that time about the
Company's aggressive leverage and the potential impact of a severe
recession on its already weak financial profile.  The Company has
done a good job in managing its operations during the recession.  A
combination of lower material and energy costs, benefits from cost
improvement initiatives and a weaker Canadian dollar have more than
offset the decline in volume and prices.  The Company has reversed
the declining trend and reported a marked improvement in its
operating results from the weak levels prior to 2009.  DBRS believes
that the low point of this cycle is behind the industry and market
conditions are likely to continue to improve, albeit modestly, in the
near- to medium-term.  Moreover, the narrowing of the spread between
selling prices and raw material costs, which weighed on H1 2010
results, appears to have reversed.  Hence, DBRS expects the Company's
operating performance to improve for the remainder of the year.  The
Company's financial profile is expected to remain compatible with the
rating, albeit slightly weaker than 2009.  Furthermore, DBRS expects
the Company to report stronger results in 2011 in line with an
anticipated uptrend in the general economy.  In 2009, Cascades
strengthened its balance sheet using free cash flow to pay down debt,
and all debt coverage metrics also showed improvement.

The current rating continues to be underpinned by the Company's solid
business profile.  Cascades' value added packaging, specialty product
sales mix and high containerboard converting integration levels (a
strategy that has improved earnings stability through industry cycles
relative to producers with a larger proportion of commodity products
and limited integration) reduces business risk.  In addition,
contributions from a sizeable, higher margin and comparatively less
volatile tissue business further enhance earnings stability.  In
addition to the improved debt coverage ratios, the Company continues
to have good liquidity with cash and available liquidity totalling
$422 million at the end of June 2010.  In addition, the Company has a
modest debt maturity schedule which adds to its financial
flexibility.

DBRS expects the Company's financial profile to remain relatively
stable in the medium term.  On March 11, 2010, the Company announced
a share repurchase program to buy up to 4.85 million shares, and
Cascades spent $2.2 million in Q2 2010 (about $4 million in 2009)
buying back shares.  However, DBRS expects the Company to remain
committed to strengthening its balance sheet and to be judicious in
its share repurchases.  The Company's rating is expected to remain at
the current level in the medium term.  Despite the improvement, the
Company's leverage is still aggressive for a cyclical company and
Cascades is vulnerable to the state of the economy.  An unexpected
sharp decline in the economy would place the Company at risk again
and could lead to negative rating actions.

DBRS has simulated a default scenario for Cascades in order to
analyze the potential recovery for the Company's Senior Unsecured
Debt in the event of default.  The scenario assumes a prolonged
period of severe economic conditions, regardless of how hypothetical
or unlikely the conditions may be, in which product demand and prices
plummet, and EBITDA quickly declines and turns negative over the
forecasted period.  DBRS assumes that the Company would be
reorganized as a going concern in the event of default, and has
derived a recovery rating of RR4 for the Senior Unsecured Debt.  The
RR4 rating corresponds to recovery prospects of between 30% and 50%
for senior unsecured debt holders.


CASTAIC PARTNERS: Enters Chapter 11 in Los Angeles
--------------------------------------------------
Castaic Partners LLC filed a Chapter 11 petition on Oct. 13 in Los
Angeles, California (Bankr. C.D. Calif. Case No. 10-53956).

Castaic owns 847 acres of unimproved land on Tapia Canyon Road in
Castaic, California.  Court papers claim the land is worth $29.5
million.

Castaic Partners owes $24 million on a mortgage held by Compass
USA SPE LLC.  The property owner is also delinquent on almost $2
million in property taxes owing to Los Angeles County.


CATHOLIC CHURCH: Urges Court to Move Quickly on Diocese Appeal
--------------------------------------------------------------
The Catholic entities intent on reversing a bankruptcy judge's
decision to keep $75 million in investment funds out of their
grasp say their appeal in the Roman Catholic Diocese of Wilmington
case must move forward quickly, DBR Small Cap reports.

According to the report, the 12 groups, which include Diocese of
Wilmington Schools Inc., St. Ann's Roman Catholic Church and
Catholic Youth Organization Inc., say they're suffering "ongoing
harm" as their bid to have a Wilmington, Del., bankruptcy judge's
earlier decision undone awaits a ruling by the Third Circuit Court
of Appeals.  "That harm results from the appellants' inability to
readily access their funds - funds that, in certain instances,
comprise all of an appellants' liquid assets," the groups said in
papers filed with the appeals court, the report relates.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CEDAR FAIR: Moody's Retains 'Ba3' Rating with Stable Outlook
------------------------------------------------------------
Moody's Investors Service said Cedar Fair, L.P.'s Ba3 Corporate
Family Rating and stable rating outlook are not affected by Q
Funding's filing of a proxy statement to adopt changes to the
Partnership Agreement to separate the roles of Chairman and CEO
and to prioritize distributions to unitholders, although any
changes to the company's financial policies or ability to achieve
the credit metrics Moody's anticipate in the ratings could
negatively affect the ratings or outlook.

The last rating action was on May 20, 2010 when Moody's changed
Cedar Fair's rating outlook to stable from negative, upgraded
the speculative-grade liquidity rating to SGL-2 from SGL-3, and
assigned a Ba2 senior secured credit facility rating, and B2
senior unsecured note rating in conjunction with a proposed
refinancing of the capital structure.  Moody's commented on
July 15, 2010, that Cedar Fair's revised financing structure
did not affect the company's ratings.

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

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership formed in 1987 that owns and
operates 11 amusement parks, seven water parks (six outdoor and
one indoor) and hotels in North America.  Properties are located
in the U.S. and Canada and include Cedar Point (OH), King's Island
(OH), Knott's Berry Farm (CA), and Canada's Wonderland (Toronto).
In June 2006, Cedar Fair, L.P., completed the acquisition of
Paramount Parks, Inc., from a subsidiary of CBS Corporation for a
purchase price of $1.24 billion.  Cedar Fair's revenue for the LTM
ended June 27, 2010, was approximately $925 million.


CENTURION PROPERTIES: Can Use Cash Collateral Until Dec. 31
-----------------------------------------------------------
Centurion Properties III, LLC, sought and obtained authorization
from the Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington to use prepetition lender General
Electric Capital Corporation's cash collateral until December 31,
2010.

The Debtor will use the money pursuant to this budget:

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

The Debtor will prepare its budget for the three month period
commencing January 1, 2011.  The budget will be submitted to GECC
for approval by December 17, 2010, and a hearing for the approval
will take place by December 31, 2010.

The Debtor will establish a money market account at Washington
Trust Bank.  All funds currently on deposit in the Lockbox will be
transferred to the money market account.  Future revenues from the
Battelle Property -- consists of five buildings, related
improvements and common areas on the leasehold estates in
Richland, Washington, at the Battelle Memorial Institute Campus --
will also be deposited into the money market account.  The Debtor
will instruct tenants of the Battelle Property that any and all
payments related to the Battelle Property should be directed to
the money market account.  The money market account will be
controlled by the Debtor and not require GECC's signature or
written approvals for withdrawals.  To the extent the Debtor has
any right to funds in the money market account, GECC is granted a
first priority perfected security interest in and lien upon the
money market account, all Debtor's rights in the funds therein,
and any interest earned thereon.

GECC is entitled to the monthly payment of interest based on the
outstanding principal amount of the loan on the first day of each
month.

To provide adequate protection of GECC's interest in the property
securing its prepetition secured claims against the Debtor
resulting from the use of cash collateral, the Debtor will pay by
GECC $330,000 by the first day of each month.  As further
protection to GECC for any decrease  in the value of its interest
in any property securing its prepetition secured claims against
the Debtor resulting from the use of cash collateral, GECC is
granted a first priority perfected security interest in and lien
upon all property constituting mortgaged property, whether now
owned and existing or hereafter acquired.  GECC is also entitled
to any and all rights afforded by Section 507(b) of the U.S.
Bankruptcy Code.  If the protections afforded are inadequate, GECC
may be entitled to a superpriority administrative claim.

The Debtor will provided financial reports for each calendar month
to GECC by the 15th day of any following month, commencing on
September 15, 2010, and other information relating to the Battelle
Property and its leasing as GECC may request from time to time.

GECC will have the right to credit bid the allowed amount of its
secured claim in any sale, lease or other disposition of assets
that secure the Debtor's obligations under the loan documents.

                     About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, filed
for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D.
Wash. Case No. 10-04024).  John D. Munding, Esq., at Crumb &
Munding, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $50,000,001 to
$100,000,000.


CENTURION PROPERTIES: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Centurion Properties III, LLC, has filed with the U.S. Bankruptcy
Court for the Eastern District of Washington its schedules of
assets and liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                   $98,000,000
B. Personal Property                  $907,255
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $93,258,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $22,076,775
                                   -----------         -----------
      TOTAL                        $98,907,255        $115,334,775

Kennewick, Washington-based Centurion Properties III, LLC, filed
for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D.
Wash. Case No. 10-04024).  John D. Munding, Esq., at Crumb &
Munding, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $50,000,001 to
$100,000,000.


CENTURION PROPERTIES: US Trustee Unable to Form Creditors' Panel
----------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, said he is
unable to appoint members to the Official Committee of Unsecured
Creditors in Centurion Properties, Inc.'s Chapter 11 cases.

Due to lack of response to the Trustee's request for notice of
willingness to serve on the unsecured creditors' committee, the
U.S. Trustee is not appointing an unsecured creditors' committee
in this case at the present time.

Kennewick, Washington-based Centurion Properties III, LLC, filed
for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D.
Wash. Case No. 10-04024).  John D. Munding, Esq., at Crumb &
Munding, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $50,000,001 to
$100,000,000.


CHEMTURA CORP: Court Establishes Reserve for Environmental Claims
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized Chemtura Corporation and its
debtor affiliates to establish a distribution reserve amount with
respect to Class 11 Environmental Claims in connection with
confirmation of the Debtors' Chapter 11 Plan of Reorganization.

The amount of the Environmental Reserve will be $37,645,938.

To the extent amounts are placed in a segregated reserve within
the Environmental Reserve as a result of settlement agreements
that are pending approval of the Court, the rights of all parties
to the settlement agreements are subject to the settlement
agreements.

In addition to segregated reserves that are established as a
result of pending settlement motions, the Debtors are authorized
to establish a segregated reserve within the Environmental
Reserve amounting to $6,325,217 on account of, and for the
benefit of the holders of:

  -- Claim No. 10718 filed by the New Jersey Department of
     Environmental Protection with respect to a site located in
     Brainards, New Jersey; and

  -- Claim No. 1578 filed by the Township of Harmony.

The rights of NJDEP and the Township with respect to their Claims
will be preserved pending the consensual resolution or litigation
of the asserted Claims, provided that the amount that may be
recovered from the Debtors on account of the Claims will be
limited to the amount set in the Segregated Environmental
Reserve.

In addition to segregated reserves that are established as a
result of pending settlement motions that have been filed with
the Court, the Debtors are authorized to establish another
segregated reserve within the Environmental Reserve totaling
$4,129,722 for the benefit of the California Department of Toxic
Substances Control with respect to its claims.  The rights of
DTSC will be preserved pending the consensual resolution or
litigation of its claims.  The amount that may be recovered from
the Debtors by DTSC on account of DTSC's Claims will be limited
to the amount set in the segregated Environmental Reserve.

The Court's Order establishing the Environmental Reserve is
without prejudice to (a) the contentions of certain governmental
units and parties that the Debtors' remediation and environmental
obligations are not claims under Section 101(5) of the Bankruptcy
Code that are dischargeable pursuant to Section 1141 of the
Bankruptcy Code, and (b) the contentions of any other party-in-
interest that the Debtors' remediation and environmental
obligations are claims under Section 101(5) that are
dischargeable pursuant to Section 1141.

               Stetlers Object to Establishment of
                    Disputed Claims Reserve

In addition to establishing establish a distribution reserve with
respect to Class 11 Environmental Claims, the Debtors also asked
the Court to establish a distribution reserve amount with respect
to disputed claims in connection with confirmation of the Plan.

Amy and Kurt Stetler tell the Court that their only objection to
the Debtors' request is that it values the Stetlers claim at zero
based upon insurance coverage, "without proof that such coverage
exists."  However, the Stetlers note that they will withdraw
their objection in the event:

  -- insurance coverage is proved;

  -- an acceptable mechanism is established for creation of a
     reserve if coverage does not ultimately exist; or

  -- a reserve established based upon a reasonable estimate of
     Stetlers' claim assuming no insurance coverage.

Against this backdrop, the Stetlers ask Judge Gerber to deny
establishment of a disputed claims distribution reserve until
their demands are met.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Court Sets Diacetyl Reserve for $6.9 Million
-----------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has established a reserve for diacetyl-
related liabilities of Chemtura Corporation and its debtor
affiliates in the aggregate amount of $6,923,975.

The $6.9 million Main Reserve will be segregated into separate
reserves.  A schedule on the specific segregated amounts,
however, is filed under seal as the liquidated claims of Ungerer
& Company are confidential in nature.

Should the Debtors consensually resolve the liquidation corporate
Diacetyl Claim held by Ungerer before the effective date of their
proposed Chapter 11 Plan, the Debtors may reduce the amount of
Ungerer's segregated portion of the Diacetyl Reserve to the
settled value, net of demonstrably available insurance proceeds,
pending Court approval of the settlement.

Upon approval by the Court of the Debtors' settlement and release
agreements with any counsel for Diacetyl Claimants or Diacetyl
Claimants themselves before the Effective Date, the Debtors may
reduce the amount of the applicable segregated portion of the
Diacetyl Reserve to zero and those claims will be paid in
accordance with the particular settlement and release agreements
and the Plan.

Nothing in the Court's order will constitute or be construed as
constituting the allowance of any Diacetyl Claim.

The Court entered its ruling in light of the Debtors' previous
motion for the estimation of the value of Diacetyl Claims and the
Debtors' having filed a Joint Plan of Reorganization dated
August 4, 2010, which provides for the establishment of the
Diacetyl Reserve.  Judge Gerber also acknowledged that the
Debtors have consensually resolved all remaining Diacetyl Claims
requiring estimation under the Court's Amended Case Management
Order dated September 1, 2010.

The Amended CMO acknowledges that the Debtors have resolved 90%
of the asserted Diacetyl Claims by entering into a settlement
with Humphrey Farrington & McClain P.C., which acted on behalf of
the its clients.  The Amended CMO thus provides that Diacetyl
Claimants whose Diacetyl Claims have not been resolved by
settlement and must be estimated were required to serve
declarations in support of their Claims; parties-in-interest were
given the opportunity to respond to the declarations; and the
Court will have held an oral agreement on the valuation briefing.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Wins Approval of Andrews/Guild Diacetyl Pacts
------------------------------------------------------------
Chemtura Corp. and its units and obtained permission from Judge
Robert Gerber to enter into three settlement and release
agreements with:

  (1) Andrews & Thornton, Brown Rudnick, Dimarco Araujo &
      Montevideo, Kresch Legal Services, Goldenberg Heller
      Antognoli & Rowland, and The Lyon Firm, on behalf of their
      diacetyl-related clients;

  (2) the Metzger Law Group on behalf of their diacetyl-related
      clients; and

  (3) Jennifer Guild, on her own behalf.

The Agreements resolve four pending lawsuits initiated by the
Andrews Counsel and three pending lawsuits initiated by the
Metzger Counsel on behalf of their clients, alleging injuries
related to exposure to the chemical diacetyl, as well as 10
diacetyl-related proofs of claim filed by the Diacetyl Claimants
in response to the Debtors' comprehensive noticing of the
October 30, 2009 Bar Date.

The Diacetyl Claimants represented by the Andrews Counsel and
their corresponding claims or lawsuits are:

    Claimant                Claim No./Lawsuit
    --------                -----------------
    Carolyn Kiefer          11177
    Charles Norrington      10617
    Erik Marin              14146
    Francisco Herrera       10332
    Karen Birdson           13966
    Samuel Berry            10530
    John & Steven Landolfi  11877
     for the deceased
    Roy Hood                Hood v. Givaudan Flavors Corp.,
                            et al. Case No. A1005239

The Diacetyl Claimants represented by the Metzger Counsel and
their corresponding claims or lawsuits are:

    Claimant               Claim No./Lawsuit
    --------               -----------------
    Ricardo Corona         6059
    Irma Mancilla          6232
    Victor Mancilla        6262

    Ismael Rosas           Rosas, et al., v. Flavorchem
                           Corp., et al., No. BC400974,
                           Los Angeles County Superior
                           Court, California

    Wilfredo Velasquez     Velasquez v. FEMA, et al., No.
                           BC370319, Los Angeles County
                           Superior Court, California

    Gustavo Gomez          Rosas, et al., v. Flavorchem
                           Corp., et al., No. BC400974,
                           Los Angeles County Superior
                           Court, California

    Regulo Arredondo       Rosas, et al., v. Flavorchem
                           Corp., et al., No. BC400974,
                           Los Angeles County Superior
                           Court, California

Jennifer Guild's claim is designated as Claim No. 8297.

The Agreements allow for the payment of certain settlement
amounts, assuming each of the Diacetyl Claimants satisfies
certain settlement criteria, to resolve liabilities that could be
several times greater.

The settlement amounts are predicated on the same economic claims
matrix that has already been reviewed and approved by the Court
in connection with the $50 million settlement among Chemtura
Corp., Chemtura Canada and Humphrey Farrington & McClain P.C. on
behalf of its clients.

The Settlements further provide that each of the Diacetyl
Claimants agree not to oppose confirmation of the Debtors'
Chapter 11 Plan.

The Settlements eliminate a risk of substantial liability, free
the Debtors from the costs and expenses of protracted litigation,
and allow the Debtors to focus on emerging from Chapter 11, M.
Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
maintains.

Full-text copies of the Diacetyl Claims Settlement are available
for free at:

         http://bankrupt.com/misc/ChemAndrewsSttlmt.pdf
         http://bankrupt.com/misc/ChemGuildSttlmt.pdf
         http://bankrupt.com/misc/ChemMetzgerSttlmt.pdf

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Wins Nod for Burcham Diacetyl Settlement
-------------------------------------------------------
Chemtura Corporation and Chemtura Canada Co./CIE sought and
obtained permission from Judge Robert Gerber to enter into a
diacetyl claims settlement with Tom R. Burcham, III, Esq., Robert
Devoto, Esq., Gary Matheny, Esq., and Spencer P. Desai, Esq., on
behalf of clients the counsel represent, with respect to certain
diacetyl-related liabilities.

The Burcham Agreement resolves two pending lawsuits brought by
plaintiffs represented by the Burcham Counsel against the Debtors
alleging injuries related to exposure to the chemical diacetyl,
as well as seven diacetyl-related proofs of claim filed by the
Burcham Diacetyl Claimants in response to the Debtors'
comprehensive noticing of the October 30, 2009 Bar Date.

The Diacetyl Claimants represented by the Burcham Counsel and
their corresponding claims or asserted lawsuits are:

    Claimant               Claim No./Lawsuit
    --------               -----------------
    Carolyn Kiefer         11177
    Georgia Hawthorne      10834
    Karen Geile            11175
    Marjorie Turnbough     11176
    Mary Whiteside         11174
    Rachane Thitakom       10717
    Sara Lane              10707
    Pamela Wibbenmeyer     Wibbenmeyer, et al. v. Citrus &
                           Allied Essences, Ltd., et al.,
                           No. 07PR-CCC00047-01, Circuit
                           Court of Cape Girardeau County,
                           Missouri
    Lauren Elder           Wibbenmeyer, et al. v. Citrus &
                           Allied Essences, Ltd., et al.,
                           No. 07PR-CCC00047-01, Circuit
                           Court of Cape Girardeau County,
                           Missouri

The Burcham Agreement calls for a total payment of up to
$2,205,728, assuming each of the Diacetyl Claimants satisfies
certain settlement criteria, to resolve liabilities that could be
several times greater.

Expert reviews and records indicate that the Burcham Diacetyl
Claims could be worth more than $6.5 million, according to the
Debtors.  Thus, the Debtors maintain, the Burcham Settlement
relieves Chemtura Corp. and Chemtura Canada's liability for the
Burcham Claims and Lawsuits at a fraction of their potential
value.

Before any portion of the settlement amount is paid to a Diacetyl
Claimant, the Diacetyl Claimant must provide these information to
Chemtura Corp. and Chemtura Canada:

  (i) an affidavit signed by the Diacetyl Claimant indicating
      the place or places at which and time period during which,
      the Diacetyl Claimant alleges exposure to Diacetyl or any
      product, including butter flavoring, that contains
      Diacetyl manufactured, distributed, or sold by Chemtura
      Corp. or Chemtura Canada, and the employment position, if
      applicable, held by the Diacetyl Claimant for each time
      period;

(ii) evidence that Diacetyl manufactured, distributed, or
      sold by Chemtura Corp. or Chemtura Canada was used or
      present at one or more of the places during the time
      period identified by a Diacetyl Claimant in the affidavit
      prepared; and

(iii) a medical affidavit from a licensed physician including,
      at a minimum, the following conclusions:

      (a) the FEV1 score for the Diacetyl Claimant;
      (b) the lung capacity of the Diacetyl Claimant is
          impaired; and
      (c) the Diacetyl Claimant's exposure to Diacetyl caused or
          contributed to the Diacetyl Claimant's lung capacity
          impairment.

Counsel to the Debtors, M. Natasha Labovitz, Esq., at Kirkland &
Ellis LLP, in New York, relates that the settlement amount is
predicated on the same economic claims matrix that has already
been reviewed and approved by the Court in connection with the
$50 million settlement among Chemtura Corp., Chemtura Canada and
Humphrey Farrington & McClain P.C. on behalf of its clients.

The payment of the Settlement Amount fully satisfies and resolves
the Diacetyl Claims held by the Burcham Diacetyl Claimants.  The
Burcham Counsel will obtain a separate release and indemnity
agreement from each Diacetyl Claimant and submit that agreement
to Chemtura and Chartis Insurers to be held in escrow pending
resolution of the Settlement Criteria.

With Judge Gerber's approval of the Burcham Settlement, Chemtura
Corp. is to use commercially reasonable efforts to obtain a stay
by the Court of the portion of the estimation hearing proceedings
that pertains to the Diacetyl Claims.

Within two business days after the Settlement Amount is paid, the
Burcham Counsel will file in the pending Burcham Diacetyl
Lawsuits the required notices, stipulations, or motions to
dismiss with prejudice any Diacetyl Claims against Chemtura and
Chemtura Canada.

Moreover, with the Court's approval of the Burcham Settlement
obtained, the Burcham Diacetyl Claims are deemed to be
temporarily allowed solely for purposes of voting to accept or
reject the Plan in the amounts set forth in the Liquidation
Matrix. In addition, each of the Burcham Diacetyl Claimants
agrees not to oppose confirmation of the Debtors' Chapter 11
Plan.

The Official Committee of Unsecured Creditors and the Ad Hoc
Committee of Bondholders both support the Debtors' entry into the
Burcham Settlement.

A full-text copy of the Burcham Diacetyl Claims Settlement is
available for free at:

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

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CITY INTERNATIONAL: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Petitioner: Toby Wooldridge

Chapter 15 Debtor: City International Insurance Company Limited
                   40 Dukes Place
                   EC3A 7NH
                   London

Chapter 15 Case No.: 10-15360

Chapter 15 Petition Date: October 14, 2010

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

Chapter 15
Petitioner's
Counsel:          Kenneth P. Coleman, Esq.
                  ALLEN & OVERY LLP
                  1221 Avenue of Americas
                  New York, NY 10022
                  Tel: (212) 610-6300
                  Fax: (212) 610-6399

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

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

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


CLOVERLEAF ENTERPRISES: Judge Opts to Assign Chapter 11 Trustee
---------------------------------------------------------------
The Baltimore Sun's Hanah Cho, citing a court ruling issued on
October 13, reports that a trustee will be assigned to the
bankruptcy proceedings of Rosecroft Raceway.

The Baltimore Sun relates Bankruptcy Judge Paul Mannes wrote in
his decision that "although grounds exist for converting the case
. . . this Court determines in its discretion that appointment of
a Chapter 11 Trustee is the better course."

According to The Baltimore Sun, the U.S. trustee requested that
Company be converted from a reorganization to a liquidation, or in
the alternative, have the Debtor's estate taken over by a Chapter
11 trustee.

Cloverleaf Enterprises Inc. --
http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness
track in Fort Washington, Maryland.  The Company filed for Chapter
11 protection (Bankr. D. Md. Case No. 09-20056) on June 3, 2009,
represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP in
Washington, D.C.  The Company estimated $10 million to $50 million
in assets and $1 million to $10 million in debts in its Chapter 11
petition.  The Company's operations were halted in June 2010.


CRYSTAL CATHEDRAL: Files for Chapter 11 in California
-----------------------------------------------------
Crystal Cathedral Ministries filed for Chapter 11 protection on
October 18 in Santa Ana, California (Bankr. C.D. Calif. Case No.
10-24771).  The Debtor estimated assets and debts of $50 million
to $100 million in its Chapter 11 petition.

Crystal Cathedral Ministries is the Southern California megachurch
founded by television evangelist Robert Schuller.  The church,
based in Garden Grove, claims a congregation of 10,000 members.

According to The Orange County Register, Senior Pastor Sheila
Schuller Coleman said in a statement Monday that the bankruptcy
filing was a necessity because a small number of creditors chose
to file lawsuits and obtained court-ordered writs to attach the
church's bank accounts and assets in an attempt to get paid right
away.

"For these reasons, the Ministry now finds it necessary to seek
the protection of a Chapter 11," she said later at a press
conference.

"Budgets could not be cut fast enough to keep up with the
unprecedented rapid decline in revenue due to the recession,"
Pastor Schuller Coleman also said in the statement.

U.S. churches are struggling financially because high unemployment
has cut weekly offerings, said Wayne Bradshaw, president and chief
operating officer of Broadway Federal Bank, according to Bloomberg
News.  The Los Angeles-based lender does about 25% of its lending
business with churches.

Broadway Federal, which has about $510 million in assets, has made
about $100 million in loans to churches, Mr. Bradshaw said.  The
church-related loans have a higher rate of late payments than
Broadway's other loans, Mr. Bradshaw added.

The Debtor's board of directors on Aug. 27 authorized a bankruptcy
filing by Chief Financial Officer Fred W. Southard.

Marc J. Winthrop, Esq., at Winthrop Couchot Professional
Corporation, in Newport Beach, CA, serves as counsel to the
Debtor.


CRYSTAL CATHEDRAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Crystal Cathedral Ministries
        13280 Chapman Ave.
        Garden Grove, CA 92840-4414

Bankruptcy Case No.: 10-24771

Type of Business: Crystal Cathedral Ministries is a Southern
                  Californi-based megachurch founded by television
                  evangelist Robert Schuller.  The church, known
                  for its television show "The Hour of Power."

Chapter 11 Petition Date: October 18, 2010

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

Bankruptcy Judge: Robert N. Kwan

Debtor's Counsel: March J. Winthrop, Esq.
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel. (949) 720-4100
                  Email: mwinthrop@winthropcouchot.com

Estimated Assets: $50 million to $100 million

Estimated Debts : $50 million to $100 million

The petition was signed by Fred W. Southard, chief financial
officer.

Crystal Cathedral's List of 20 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim      Claim Amount
  -------------                 ---------------      ------------
Promotional Media Inc.          Trade                $397,855
Attn: Corporate Officer
727 N. Main S1.
Orange, CA 92868

Infocision Management Corp.     Trade                $359,788
Attn: Corporate Offcer
325 Springside Dr.
Akron, OR 44333

Media Services Agency           Trade                $352,370
Attn: Lucille Hollison
P.O. Box 11901
Santa Ana, CA 92711

Lloyd Daniel Corporation        Trade                $318,500

FGS-CA, Inc.                    Trade                $252,992

KWGN-TV                         Trade                $206,945

World Marketing Inc.            Trade                $200,386

Thomas Nelson Publisher         Trade                $200,219

Daystar Television Network      Trade                $172,997

Wheelchair Foundation           Trade                $163,551

Lutzker & Lutzker, LLP          Trade                $147,225

KMSP                            Trade                $115,175

Classis of California-          Trade                $111,675
Canyon Lake

Gipson Hoffman & Pancione       Trade                $110,622

WKCF-TV                         Trade                $105,400

Scripps Howard Broad            Trade                 $87,125

A-I Building Maintenance, Inc.  Trade                 $86,456

KMYQ                            Trade                 $80,155

WKRC-TV                         Trade                 $74,970

Advantage Mailing Inc.          Trade                 $71,305


CUSTOM CABLE: Counsel for Parent's Shareholders Asks to Withdraw
----------------------------------------------------------------
Latham Shuker Eden & Beaudine LLP is seeking bankruptcy-court
approval to withdraw as counsel for shareholders of Custom Cable
Industries Inc.'s parent, DBR Small Cap reports.

According to the report, the firm said in court papers Friday that
it currently represents two groups of shareholders in Custom
Cable's parent HWI Technologies LLC, which last month lost their
bid to have Custom Cable's bankruptcy case dismissed.  The report
relates that partners at the law firm first appeared in Custom
Cable's bankruptcy case when two groups of HWI shareholders -
holders of Class A preferred shares and a group of shareholders
called "non-ComVest shareholders" sought the dismissal of the
company's bankruptcy case.  ComVest Capital LLC is Custom Cable's
senior lender and majority shareholder.  But, the report notes, on
Oct. 11, the firm said "certain events occurred which gave rise to
Latham Shuker's need to withdraw from further representation."
The partners are R. Scott Shuker and Hewett G. Woodward.

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

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


DAVID DRUMM: Files for Chapter 7 in Boston
------------------------------------------
David K. Drumm, former chief executive officer of Anglo Irish Bank
Corp., filed a Chapter 7 bankruptcy petition on October 14 in
Boston (Bankr. D. Mass. Case No. 10-21198).  The Debtor estimated
assets and debt between $1 million and $10 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the filing came after the bank turned down Mr. Drumm's offer
to settle a lawsuit in Irish courts over an EUR8.5 million ($12
million) loan.  Mr. Drumm has resided in Massachusetts for the
past six months and lives in Wellesley.

Mr. Rochelle relates that the Chapter 7 filing in the U.S. may
have been calculated to prevent the filing of an involuntary
bankruptcy against him in Ireland or to stop the lawsuit there.
The filing of the petition may force his Irish creditors to come
to the U.S. to test whether he is eligible for bankruptcy in the
U.S.

Mr. Drumm resigned from Dublin-based Anglo Irish in December 2008,
a month before the bank was seized by the Irish government.


DAYBREAK OIL: Incurs $370,100 Net Loss in August 31 Quarter
-----------------------------------------------------------
Daybreak Oil and Gas, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $370,111 on $307,006 of revenue for
the three months ended August 31, 2010, compared with a net loss
of $471,021 on $130,147 of revenue for the same period ended
August 31, 2009.

The Company has incurred net losses since inception and as of
August 31, 2010, has an accumulated deficit of $21.9 million.

The Company's balance sheet at August 31, 2010, showed
$2.5 million in total assets, $2.1 million in total liabilities,
and stockholders' equity of $420,410.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended February 28, 2010.
The independent auditors noted that the Company suffered losses
from operations and has negative operating cash flows.

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

               http://researcharchives.com/t/s?6c9a

                        About Daybreak Oil

Spokane, Wash.-based Daybreak Oil and Gas, Inc. (OTC BB: DBRM)
-- http://www.daybreakoilandgas.com/-- is an independent oil and
natural gas exploration, development and production company.

The Company is in the process of developing a multi-well oilfield
project in Kern County, California and has participated in the
drilling of nine oil wells that have achieved commercial
production.  This project is comprised of three project areas:
East Slopes, East Slopes North and the Expanded AMI project.


DOWA INSURANCE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Toby Wooldridge

Chapter 15 Debtor: Dowa Insurance Company (Europe) Limited
                   9-13 Frenchurch Buildings
                   EC3M 5HR
                   London

Chapter 15 Case No.: 10-15361

Chapter 15 Petition Date: October 14, 2010

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

Chapter 15
Petitioner's
Counsel:          Kenneth P. Coleman, Esq.
                  ALLEN & OVERY LLP
                  1221 Avenue of Americas
                  New York, NY 10022
                  Tel: (212) 610-6300
                  Fax: (212) 610-6399

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

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

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


DRYSHIPS INC: Unit Signs Drilling Deal With Vanco Overseas
----------------------------------------------------------
DryShips Inc. said that its fully-owned subsidiary Ocean Rig UDW
Inc. has signed drilling contracts with subsidiaries of Vanco
Overseas Energy Limited.

Under the contracts, Vanco is operator and LUKOIL Overseas is
majority co-venturer for a five-well contract for exploration
drilling offshore Ghana and Cote d'Ivoire for a period of about
one year with one drillship, commencing in the second quarter of
2011.  The value of the contracts is approximately $160 million.
The Company has the option to use either of the OceanRig Corcovado
or the OceanRig Olympia.  The contract may be extended for an
additional year or an additional well, prior to the completion of
operations on the second well in the program.

George Economou, Chairman, President & CEO commented, "We are
pleased to have concluded the contract for one of the first two
drillships that will deliver from Samsung in the first quarter of
2011.  The option of using the first or the second drillship
allows us to service the requirements of the customer and gives us
flexibility considering the other tenders we are working on.  This
contract opens a new relationship for OceanRig with International
operators who have strong potential in the ultra deepwater space
and have drilling programs well beyond this first commitment.
Moreover, this contract builds on the platform we have nurtured in
Ghana.  Ghana is emerging as a new oil province in West Africa
with potential that could match Angola in the years to come. Our
highly capable and unique semi-submersible drilling rig, the Eirik
Raude, has been drilling offshore Ghana on contract to Tullow Oil
for almost two years now.  The experience gained over this period
and the economies of scale with two rigs in adjacent areas will
benefit OceanRig and position us for further business in this
region.  We are proud to be part of the growth story of Ghana."

Mr. Economou added, "The fundamentals of the ultra deepwater
market have strengthened substantially in the last couple of
months.  While this hasn't manifested itself in the form of rising
rates yet, we are experiencing a surge in activity.  OceanRig is
amongst the first to announce the conclusion of a contract in
recent months, but we are aware of at least four additional ultra
deepwater units that have been, or are close to being, contracted.
Assuming this is the case the supply picture starts to look much
better than what analysts were projecting just a few weeks ago.
Moreover, demand is rising as we see new projects being tendered,
with inquiries emerging on a weekly basis. We remain confident
that the remaining three drillships will also find employment
contracts in the near future."

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet as of June 30, 2010, showed
$5.983 billion in total assets, $3.101 billion in total
liabilities, and stockholders equity of $2.882 billion.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.


DUNE ENERGY: Pays $500,000 to Amend Wells Fargo Credit Pact
-----------------------------------------------------------
Dune Energy Inc. entered into a sixth amendment to Credit
Agreement dated May 15, 2007, with Wells Fargo Capital Finance
Inc., formerly known as Wells Fargo Foothill Inc., as arranger and
administrative agent, and the lenders named therein.

Modifications to the Credit Agreement include:

  * adjusting the Borrowing Base formula to provide for an
    increase, from $20 million to $30 million, in the additional
    allowance to be deducted from the Company's PDP calculation
    when determining the Borrowing Base;

  * modifying the definition of "Permitted Dispositions" to no
    longer include the sale, lease, license, assignment, farm-out,
    conveyance or other transfer of any, or any interest in, Oil
    and Gas Properties constituting Proved Reserves in the normal
    course of business without prior consent, as required under
    the Credit Agreement;

  * eliminating the requirement to maintain Acceptable Commodity
    Hedging Agreements for the Company's Hydrocarbon production
    for periods subsequent to March 31, 2011; and

  * adjusting existing restrictive covenants to lower certain
    minimum production requirements of net hydrocarbons by the
    Company, measured for any calendar month.

Upon the Company's failure to comply with covenants, the Company's
senior creditors have the right to refuse to advance additional
funds under the Credit Agreement and declare any outstanding
principal and interest immediately due and payable.

As of October 12, 2010, the Company had no outstanding borrowings
under the revolving loan and $8.5 million of standby letters of
credit outstanding.  An amendment fee of $500,000 was paid for
these changes.

A full-text copy of the Sixth Amended Credit Agreement is
available for free at http://ResearchArchives.com/t/s?6c9c

                        About Dune Energy

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

The Company's balance sheet at June 30, 2010 showed
$299.88 million in total assets, $337.90 million in total
liabilities, redeemable preferred stock of $195.16 million, and
a stockholders' deficit of $233.18 million.

                          *     *     *

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


E.DIGITAL CORPORATION: Posts $350,200 Net Loss in June 30 Quarter
-----------------------------------------------------------------
e.Digital Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $350,192 on $512,398 of revenue for the
three months ended June 30, 2010, compared to a net loss of
$569,076 on $223,030 of revenue for the same period ended June 30,
2009.  The Company has an accumulated deficit of $80.3 million as
of June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $3.0 million
in total assets, $311,891 in total liabilities, and stockholders'
equity of $2.7 million.

As reported in the Troubled Company Reporter on June 15, 2010,
SingerLewak LLP, in Los Angeles, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has historically suffered recurring losses from operations and has
a substantial accumulated deficit.

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

               http://researcharchives.com/t/s?6ca5

                   About e.Digital Corporation

San Diego, Calif.-based e.Digital Corporation is a holding company
incorporated under the laws of Delaware that operates through a
wholly-owned California subsidiary of the same name.  The Company
markets its eVU(R) mobile entertainment system for the travel and
recreational industries and licenses and enforces its Flash-R(TM)
portfolio of flash memory patents for use in portable devices
produced by electronic product manufacturers.


EDUCATION RESOURCES: Settlement Allows Plan Confirmation
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that The Education Resources Institute Inc. is in a
position to confirm a Chapter 11 plan at a hearing following a
settlement compromising the $87 million claim of First Marblehead
Corp.

In return for dropping claims on both sides, First Marblehead will
have an approved unsecured claim for $28.1 million.  The claim
resulted mostly from the rejection of the agreements between the
two companies.

First Marblehead provided back office and other services in
connection with originating and securitizing loans.

The Plan confirmation hearing was scheduled for October 18.

Mr. Rochelle relates that the disclosure statement explaining the
Chapter 11 plan says that secured lenders, with as much as $400
million in claims, will be paid in full over time.  Unsecured
creditors, including deficiency claims of secured lenders, should
see up to 60% on claims that may reach $375 million.

The Plan was developed by TERI and the creditors' committee.

                   About The Education Resources

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540).  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it estimated assets of more than $1 billion and under
$1 billion in debts.


EMMIS COMMS: Posts $70,000 Net Income in August 31 Quarter
----------------------------------------------------------
Emmis Communications Corporation filed its quarterly report on
Form 10-Q with the Securities and Exchange Commission, reporting
net income of $70,000 on $66.85 million of net revenues for the
three months ended Aug. 31, 2010, compared with a net loss of
$133.37 million on $64.21 million of net revenues for the same
period a year ago.

The Company's balance sheet at Aug. 31, 2010, showed
$493.89 million in total assets, $484.90 million in total
liabilities, $140.459 million in series A convertible preferred
stock, shareholders' deficit of $178.959 million, noncontrolling
interests of $49.22 million, and a total deficit of
$131.47 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ca0

                           About Emmis

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

                           *     *     *

Emmis carries a 'Caa2' long term corporate family rating, with
negative outlook, from Moody's.  It has a 'Caa3' probability of
default rating from Moody's.


ENERGY FUTURE: Units Price Offering of $350MM 2nd Lien Notes
------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC and TCEH Finance,
Inc., both indirect wholly-owned subsidiaries of Energy Future
Holdings Corp. have priced a private offering of $350 million
principal amount of 15% Senior Secured Second Lien Notes due 2021,
Series B.

The offering is expected to close on or about October 20, 2010,
subject to customary closing conditions.  The Issuer intends to
use the net proceeds from the offering for the payment, repayment
or prepayment of term loans under TCEH's Credit Agreement, dated
as of October 10, 2007, as amended, and/or the repurchase of
principal amounts outstanding of the Issuer's 10.25% Senior Notes
due 2015, 10.25% Senior Notes due 2015, Series B and 10.50%/11.25%
Senior Toggle Notes due 2016 , which may include repurchases of
TCEH 2015/2016 Notes in connection with this offering, including
from certain of the initial purchasers.

The Companies will use the net proceeds from the offering for the
payment, repayment or prepayment of term loans under TCEH's Credit
Agreement, dated as of October 10, 2007, as amended, and/or the
repurchase of principal amounts outstanding of the Issuer's 10.25%
Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B and
10.50%/11.25% Senior Toggle Notes due 2016, which may include
repurchases of TCEH 2015/2016 Notes in connection with this
offering, including from certain of the initial purchasers.

                     About Energy Future

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

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                        *     *     *

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

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

The TCR on August 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating were affirmed.  The
rating outlook remains negative.  Moody's said the affirmation of
EFH's Caa1 CFR considers the very weak financial profile,
untenable capital structure, questionable long-term business plan
and material operating headwinds for the company.  Moody's
believes EFH has very little financial flexibility.


ESBH INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: ESBH, Inc.
        4410 Massachusetts Ave, NW
        Washington, DC 20016

Bankruptcy Case No.: 10-01000

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Natalie S. Walker, Esq.
                  WEBSTER, FREDRICKSON, CORREIA & PUTH
                  1775 K Street, NW, Suite 600
                  Washington, DC 20006
                  Tel: (202) 659-8510
                  E-mail: nwalker@wfcplaw.com

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

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

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

The petition was signed by David Castiel, CEO.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ellipso, Inc.                          09-0148    02/25/2009


EURAMAX HOLDINGS: Delays $175 Million Shares Offering
-----------------------------------------------------
Euramax Holdings, Inc., filed with the Securities and Exchange
Commission AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 to delay a planned offering of
common stock.  The Company plans to raise up to $175 million in
the offering, according to an accompanying preliminary prospectus.
The Company has tapped Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Deutsche Bank Securities Inc. as underwriters.

The Company expects to use the net proceeds of the offering to
repay term loans under its first lien credit facility.  As of
July 2, 2010, approximately $524.5 million of term loans were
outstanding under the first lien credit facility.  The facility
terminates on June 29, 2013.

Euramax was acquired by private equity funds affiliated with
Goldman, Sachs & Co. and certain members of its senior management
on June 29, 2005, for $1.038 billion, excluding fees and related
expenses, less outstanding debt, net of cash and cash equivalents,
and certain transaction expenses.  The Company's then-existing
equity sponsors made an equity contribution of $311.3 million and
management rolled over approximately $20.7 million of equity
(which included a rollover of $11.1 million of fully vested and
exercisable options). In addition, the Company and its subsidiary
Euramax International, Inc. incurred $750.0 million of debt to
finance the Acquisition.

On June 29, 2009, the Company, its then-existing equity sponsors,
its lenders and management shareholders agreed to a restructuring
of indebtedness owed to lenders under its then-existing first and
second lien credit agreements and of amounts owed to
counterparties to the Company's existing interest rate swaps.  The
lenders cancelled 100% of amounts owed under the second lien
credit agreement, consisting of principal and accrued interest of
$191 million and $12 million, respectively, in exchange for 100%
of the Company's issued and outstanding common stock as of the
date of the Restructuring.  Common stock was issued to lenders in
proportion to their holdings of the second lien loans immediately
prior to the Restructuring. The then-existing equity sponsors lost
all of their equity investment in the Company.

Since the second quarter of 2008, the Company has worked to
operate a more efficient, lower cost business, including closing
26 facilities and reducing supervisory and administrative
personnel.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6ca6

                      About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

At July 2, 2010, the Company had $725,237,000 in total assets,
$524,465,000 in total liabilities, and $13,468,000 in
shareholders' equity.

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EURAMAX HOLDINGS: Posts $22.9 Mil. Net Loss for 2010 First Half
---------------------------------------------------------------
Euramax Holdings Inc. disclosed in a filing with the Securities
and Exchange Commission that it posted a net loss of $22.9 million
for the first half of 2010, ended July 2, 2010, as compared to a
net loss of $74.0 million for the first half of 2009, ended
June 26, 2009.

Euramax has been in the red for the past three years, incurring a
$85.6 million net loss for 2009, a $500.6 million net loss for
2008, and a $49.4 million net loss for 2007.

The Company said net sales -- which include revenue recognized
from the sales of products less provisions for returns,
allowances, rebates and discounts -- increased $74.4 million, or
20.2%, to $442.3 million in the first half of 2010 compared to
$367.9 million in the first half of 2009 as global economic
concerns diminished and pent up demand for many of its products
was released.

                      About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

At July 2, 2010, the Company had $725,237,000 in total assets,
$524,465,000 in total liabilities, and $13,468,000 in
shareholders' equity.

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EXTENDED STAY: Settles Aecon Construction Claims
------------------------------------------------
Extended Stay Inc. sought and obtained a court order approving a
settlement of claims with Aecon Buildings.

The deal requires Extended Stay to pay C$135,000 to settle Aecon
Buildings' claim in return for the withdrawal of the lawsuit
Aecon filed against the company and its affiliates.

Aecon Buildings sued Extended Stay, ESA Canada Trustee Inc., ESA
Canada Operating Lessee Inc. and HVM Canada Hotel Management ULC
after a disagreement ensued over how much should be paid to the
firm.

Aecon Buildings provided labor and materials for the renovation
of the Extended Stay Deluxe Toronto-Vaughan hotel in Vaughan,
Canada.  It filed the lawsuit to seek payment of C$232,060 for
its lien claim, and an additional C$63,640 for damages.

The hotel is owned by ESA Canada Trustee and is leased to ESA
Canada Operating.

The settlement calls for the withdrawal by Aecon Buildings of its
proofs of claim that were filed against ESA Canada Trustee and
ESA Canada Operating in their bankruptcy cases.  It also requires
Aecon Buildings to indemnify the defendants and another company,
Extended Stay Canada Inc., for any claim asserted by Sirro
Brothers Cement Finishing and Spray Ltd.

Sirro Brothers is a subcontractor retained by Aecon to help in
the renovation of the hotel.  It brought a lawsuit against Aecon
Buildings, ESA Canada Trustee and Extended Stay Canada to seek
payment of C$188,994.

The settlement deal is formalized in a four-page agreement, a
copy of which is available without charge at:

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

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Starwood Appeal Reimbursement Order
--------------------------------------------------
An investment group led by Starwood Capital took an appeal to the
U.S. District Court for the Southern District of New York to
reverse a decision entered by a bankruptcy judge overseeing the
bankruptcy cases of Extended Stay Inc. and its affiliated
debtors.

The appeal raises the issue of whether Judge James Peck
appropriately denied the proposed reimbursement of the Starwood
group's expenses "based on the lack of cause shown" and "as an
unauthorized use of cash collateral."

Judge Peck earlier denied a motion by Extended Stay to reimburse
the investment group as much as $7,629,504, for its expenses.

The Starwood group was one of the bidders that proposed to fund
Extended Stay's restructuring plan.  An agreement with Extended
Stay required the Debtor to reimburse the Starwood group for its
expenses in case the Debtor accepted a bid other than that of
Starwood's.

                       About Extended Stay

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

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

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

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


FBL FINANCIAL: AM Best Affirms Issuer Credit Rating at "bb"
-----------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
A- (Excellent) from B++ (Good) and issuer credit rating (ICR) to
"a-" from "bbb+" of Farm Bureau Life Insurance Company (FB Life).
Additionally, A.M. Best has affirmed the FSR of B+ (Good) and the
ICR of "bbb-" of FB Life's affiliate, EquiTrust Life Insurance
Company (EquiTrust).

Concurrently, A.M. Best has affirmed the ICR and debt ratings of
"bb", as well as the indicative ratings on securities available
under the shelf of FBL Financial Group Inc. (FFG) [NYSE: FFG], the
parent of FB Life and EquiTrust.  The outlook for all ratings has
been revised to stable from negative.  All companies are domiciled
in West Des Moines, IA. (See below for a detailed listing of the
debt ratings.)

The rating upgrades for FB Life recognize its solid risk-adjusted
and absolute capitalization, consistently positive operating
earnings and an aggregate unrealized gain position in its
investment portfolio.  The ratings continue to recognize FB Life's
more balanced business profile between life and annuity reserves,
stable profitability trends and its strong affinity within the
Farm Bureau market.  The rating actions also reflect A.M. Best's
belief that the significant capital calls from FFG to fund the
rapid growth at EquiTrust will no longer be necessary.  Thus, the
rating drag has been removed from the ratings of FB Life.  FB Life
will continue to face the challenge of managing spread compression
in a low interest rate environment and high, but declining,
exposure to real estate related assets.

The rating affirmations of EquiTrust reflect its more favorable
risk-adjusted and absolute capitalization, which has improved due
to the significant decline in annuity production and the company's
profitable earnings recorded at year-end 2009 and through the
second quarter of 2010, resulting from reduced new business strain
and an aggregate unrealized gain position in its investment
portfolio.  The sales reduction reflects management's recent
efforts to make EquiTrust capital self-sufficient and return it to
a profitable operating earnings position.  While the new product
portfolio emphasizes lower strain products and a more balanced
approach to annuity and life production, EquiTrust will continue
to be challenged to manage spread compression in this low interest
rate environment, given the very high interest rate sensitivity of
its liability structure.  Similar to FB Life, EquiTrust has a high
level of real estate related investments.

The rating affirmations of FFG acknowledge its adequate interest
coverage and leverage position as well as the company's still
elevated, albeit reduced, levels of intangibles to equity.  A.M.
Best notes that FFG has $100 million in private debt due in 2011.
FFG has eliminated the unrealized loss position in its fixed
income portfolio, and through the second quarter of 2010 is in a
gain position reflecting general market improvement and portfolio
rebalancing.

The revised outlook recognizes A.M. Best's belief that additional
investment impairments will likely be within tolerance for the
organization's capital position, even as commercial mortgage
backed securities and commercial mortgage loan portfolios are
likely to remain under pressure for the near term.  In addition,
A.M. Best believes that spread management will continue to be a
challenge for FFG, although spreads are within prescribed targets.

The following debt ratings have been affirmed:

FBL Financial Group Inc:

  -- "bb" on $75 million 5.85% senior unsecured notes, due 2014
  -- "bb" on $100 million 5.875% senior unsecured notes, due 2017

The following indicative ratings on securities available under the
shelf registration have been affirmed:

FBL Financial Group Inc:

  -- "bb" on senior debt
  -- "bb-" on subordinated debt
  -- "b+" on preferred stock

FBL Financial Group Capital Trust II:

  -- "b+" on trust preferred securities


FISHER COMMUNICATIONS: S&P Withdraws 'B-' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Seattle, Wash.-based Fisher Communications Inc.
at the company's request.

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


FM AVIATION: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: FM Aviation, LLC
        3040 Gulf to Bay Blvd.
        Clearwater, FL 33759
        Tel: (727) 724-2600

Bankruptcy Case No.: 10-24832

Chapter 11 Petition Date: October 14, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Langfred W. White, Esq.
                  LAW OFFICES OF LANGFRED W. WHITE, PA
                  25400 U.S. Highway 19 North, Suite 160
                  Clearwater, FL 33763
                  Tel: (727) 797-5599
                  Fax: (727) 797-5695
                  E-mail: lan@lwwhiteattorney.com

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

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

The petition was signed by Frank M. Mongelluzzi, managing member.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
World Fuel Services       Contract               $24,696
2458 Payshere Circle
Chicago, IL 60674

Paradigm Jet              Contract               $6,601
Management
800 Ellis Road #563
Muskegon, MI 49441

Gulfstream                Contract               $1,215
P.O. Box 730349
Dallas, TX 75373

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frank M. Mongelluzzi                   10-39289   09/22/2010


FONTAINEBLEAU LV: Ch. 7 Trustee Proposes RMS as Consultant
----------------------------------------------------------
Soneet R. Kapila, the Chapter 7 trustee for Fontainebleau Las
Vegas Holdings LLC, seeks the U.S. Bankruptcy Court's permission
to retain Fredric Fenstermacher and his firm, Risk Management
Solutions, Inc., to serve as his independent risk management
consultant.

Mr. Kapila tells the Court that he requires the services of an
experienced risk management and insurance consulting firm to
provide him risk management advice and services.  The services
will include:

  -- choosing and working with insurance providers;

  -- reconciling and evaluating premiums paid and owing;

  -- resolving pending workers compensation, general
     liability, property, and other claims;

  -- filing new claims with insurance carriers;

  -- performing reconciliations and evaluations of collateral
     supporting claims;

  -- preparing and compiling risk assessment reports;

  -- providing the Chapter 7 Trustee with evidence-based
     recommendations to improve standing and reduce general
     risk; and

  -- compiling and analyzing other additional information as may
     be requested by the Chapter 7 Trustee or his counsel.

Mr. Kapila says Risk Management Solutions has agreed to be
compensated in accordance with Section 330 of the Bankruptcy Code.

Mr. Fenstermacher, a principal at Risk Management Solutions,
assures the Court that neither he nor his firm represent any
interest adverse to the Chapter 7 Trustee, the Debtors or the
bankruptcy estates with regards to the matters for which they are
employed as required by Section 327(a) of the Bankruptcy Code.

                         *     *     *

The Court approved the application and authorized Mr. Kapila to
retain Risk Management Solutions.

                   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 listed 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, listed 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 Wants Kasowitz as Special Counsel
-----------------------------------------------------------------
Soneet R. Kapila, the Chapter 7 trustee for Fontainebleau Las
Vegas Holdings LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Kasowitz, Benson, Torres & Friedman, LLP, as his special
litigation counsel, nunc pro tunc to the Conversion Date.

Prior to the conversion of the bankruptcy cases to Chapter 7,
Kasowitz Benson served as special litigation counsel to the
Debtors in connection with an existing litigation against the
Revolving Bank Lenders, which include Bank of America, N.A., and
Merrill Lynch Capital Corporation.  As a result, the firm and its
attorneys have a substantial depth of background and knowledge in
litigation in which the bankruptcy estate is involved, Mr. Kapila
told Judge Cristol.

The Lender Litigation remains pending in the United States
District Court for the Southern District of Florida.  The District
Court has entered an order, which sets forth a time schedule that
contemplates a two-week trial beginning February 13, 2012, and the
imminent commencement of depositions.

Because of Kasowitz Benson's prior involvement with the Lender
Litigation, the lawyers in that firm have extensive knowledge with
respect to conducting discovery and depositions and are well-
equipped to continue to represent the estates, Mr. Kapila
explained.

Kasowitz Benson will be paid based on the firm's standard hourly
rates, and will be reimbursed for actual and necessary expenses
incurred.  The principal attorneys designated to represent Mr.
Kapila and their current standard hourly rates are:

     Professional              Rate
     ------------              ----
     Marc E. Kasowitz        $1,000
     David M. Friedman         $950
     Adam L. Shiff             $825
     Jed I. Bergman            $685
     Seth A. Moskowitz         $575
     Matthew B. Stein          $525
     Daniel A. Fliman          $525
     Cara M. Ciuffani          $450
     Matthew A. Kraus          $365

Other Kasowitz Benson attorneys and paralegals may from time to
time serve the Debtors.  The billing rates of these Kasowitz
Benson professionals are:

     Professional          Hourly Rate
     ------------          -----------
     Partners            $550 - $1,000
     Special Counsel       $525 - $750
     Associates            $275 - $675
     Staff Attorneys       $225 - $390
     Paralegals            $150 - $225

Mr. Kapila submits that Kasowitz Benson's proposed retention meets
all the prerequisites for retention of special counsel under
Section 327(e) of the Bankruptcy Code.   Section 327(e) permits a
trustee, with court approval, to employ an attorney that has
represented the debtor, if in the best interest of the estate, and
if the attorney does not represent or hold any interest adverse to
the debtor or to the estate with respect to the matter on which
the attorney is to be employed.

David M. Friedman, Esq., a member of Kasowitz, Benson, Torres &
Friedman LLP, in New York -- dfriedman@kasowitz.com -- assures the
Bankruptcy Court that Kasowitz Benson neither represents nor holds
any interest adverse to the Chapter 7 Trustee or the bankruptcy
estates with respect to the matters upon which the firm is being
engaged.

                   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 listed 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, listed 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: Waldman Withdraws as Resorts' Counsel
-------------------------------------------------------
Sarah J. Springer, Esq., at Waldman Trigoboff Hildebrandt Marx &
Calnan, P.A., in Weston, Florida, asks the U.S. Bankruptcy Court
to allow her firm to withdraw as counsel for Non-Debtor
Fontainebleau Resorts, LLC.  She reveals that her firm and
Fontainebleau Resorts have developed irreconcilable differences
between them concerning a certain litigation commenced by
Wilmington Trust FSB, et al.

An order in the Litigation restrained Fontainebleau Resorts'
ability to transfer any of its assets for any purpose, including
the payment of attorneys' fees and expenses.  Accordingly, Ms.
Springer contends that the firm has no present ability to be
compensated for its legal services.  She assures the Court that
there will be no prejudice to any parties if the firm is allowed
to withdraw its services.

The Court will convene a hearing on October 21, 2010, to consider
the request.

                       Plaintiffs Object

Plaintiffs in Avenue CLO Fund, Ltd., et al. v. Bank of America,
N.A., et al., No. 09-cv-23835-ASG and ACP Master, LTD., et al. v.
Bank of America, N.A., et al., No. 10-cv-20236- ASG, and Defendant
Bank of America, N.A., jointly inform the Court that recent
developments in the Litigation have eliminated the basis for
Waldman's withdrawal motion.  On September 27, 2010, the parties
to the Litigation entered a stipulation to dissolve the temporary
restraining order.

Nonetheless, Waldman has confirmed that it intends to proceed with
its withdrawal motion even though there is no longer any legal
impediment to it being paid and no indication that Fontainebleau
is refusing to pay Waldman, the Plaintiffs say.  Hence, they point
out, Waldman's motion is baseless, and Waldman should only be
permitted to withdraw as counsel to the extent that the withdrawal
will not further delay Fontainebleau's compliance with outstanding
subpoenas.

                        Waldman Replies

What the Term Lenders and Defendant fail to mention in their
objection is that the $1.036 billion judgment entered against
Fontainebleau and which prompted the TRO has not been dissolved,
vacated or otherwise nullified, Ms. Springer says.  She contends
that under the circumstances of that judgment, Fontainebleau has
no present ability to compensate Waldman for its ongoing services
in the Litigation or other proceeding.

Ms. Springer points out that the irreconcilable differences still
exist between the Firm and Fontainebleau, and the basis for the
request has not been eliminated as the Term Lenders and Defendant
speculatively assert.  Hence, she insists that Waldman should be
permitted to withdraw, and to be relieved of further obligations.

                   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 listed 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, listed 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.


FREDDIE MAC: Clayton Rose Elected to Board of Director
------------------------------------------------------
Freddie Mac announced that that Clayton S. Rose, Professor of
Management Practice at Harvard Business School and veteran
executive in the financial services and investment industries, was
elected to serve as a director on the Company's board.

"Clayton Rose brings to Freddie Mac's board of directors a wealth
of financial and management experience," said John A. Koskinen,
Freddie Mac's non-executive chairman.  "His years of managing
large and complex financial organizations, and his practical
insight into the workings of global markets, are particularly
valuable to our board as Freddie Mac continues to serve its vital
mission of providing liquidity, stability and affordability to the
nation's housing finance system."

Mr. Rose has been a member of the faculty at Harvard Business
School since July 2007.  He was awarded a PhD in sociology from
the University of Pennsylvania in 2007.  Rose served as an adjunct
professor at the Stern School of Business at New York University
from 2002 to 2004, and at the Graduate School of Business at
Columbia University from 2002 until 2006.

In 2001, Mr. Rose served as vice chairman and chief operating
officer of JP Morgan, the investment bank of J.P. Morgan Chase &
Co.  Previously, he worked at J.P. Morgan & Co. Incorporated from
1981 to 2000, where, among other positions, he was head of the
Global Investment Banking and the Global Equities Divisions and
served as a member of the firm's executive committee.

Mr. Rose is a member of the board of directors of XL Group plc,
where he is a member of the Nominating, Governance and External
Affairs Committee and Risk and Finance Committee.  He is a trustee
of the Howard Hughes Medical Institute and the National Opinion
Research Center at the University of Chicago, and is a director of
Public/Private Ventures.  From November 2007 to March 2010, he
served as chairman of the board of Highbridge Capital Management,
an alternative investment management firm owned by JP Morgan Chase
& Co.  Rose previously served as a member of the board of
directors of Mercantile Bankshares Corporation, from September
2003 to April 2007, and of Lexicon Pharmaceuticals, Inc., from
September 2003 through October 2007.

                          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.


FREDERICK BERG: Meridian Founder Charged With $350MM Fraud
----------------------------------------------------------
Bankruptcy Law360 reports that federal prosecutors have unsealed a
10-count wire fraud and money laundering case against a Seattle-
area man accused of raising more than $350 million between 2001
and 2010 for his now-bankrupt Meridian Mortgage investment company
and using the money to pay for a mansion, jets and expensive cars.

Four of defendant Frederick Darren Berg's Meridian real estate
funds were forced into bankruptcy in June and others followed
quickly thereafter, according to a criminal information lodged
Thursday, Law360 says.

                     About Frederick Berg

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

Mr. Berg was facing a suit for alleged failure to pay interest
payments to Meridian Group fund investors from whom Mr. Berg
raised at least $145 million.  Investors made an involuntary
Chapter 11 filing against four of the funds on July 8, 2010.


GENERAL GROWTH: Bankruptcy Court Allows Capital Raise
-----------------------------------------------------
Bankruptcy Judge Allan Gropper permitted General Growth
Properties, Inc., to enter into the Equity ROFO Letter, the Pre-
Emergence Underwriting Agreement, the Guarantee, Commitment
Letter, the Fee Letter, and the Side Letter, and Potential
Engagement Letter Extensions, and to undertake the obligations set
forth therein, including, but not limited to, paying any fees plus
any expenses required under the Agreements.

According to Bloomberg News, Judge Gropper referred to the
financing agreements as an indication "of the enormous success" of
GGP's progress while under Chapter 11.

Judge Gropper held that if the Debtors determine to enter into the
Pre-Emergence Underwriting Agreement and Guarantee, they will file
a separate motion, subject to the reservations of right by the
U.S. Trustee for Region 2, the Debtors and all other parties.

          U.S. Trustee Questions UBS's Disinterestedness

Tracy Hope Davis, U.S. Trustee for Region 2, objected to UBS
Securities, LLC's participation in the capital raise asserting
that "UBS comes by way of the Debtors' Motion seeking to assume
additional and potentially more lucrative roles as a lender to
the Debtors and an underwriter of the capital raise."

Counsel to the U.S. Trustee, Andrew B. Schwartz, Esq., in New
York, asserted that the Bankruptcy Code and the law of this
circuit are very clear that as a professional retained under
Section 327(a) of the Bankruptcy Code, UBS must not have any
interest or relationship, however slight, that would faintly color
the independence and impartial attitude the law requires.
The U.S. Trustee previously objected to the employment of UBS as
the Debtors' financial advisor due to the firm's apparent lack of
disinterestedness, he pointed out.

UBS's proposed roles, which are traditionally situated on the
other side of the negotiating table from the Debtors, demonstrate
that UBS (i) is holding interests adverse to the Debtors' estates;
(ii) is no longer disinterested; and (iii) suffers from disabling
conflicts of interest, Mr. Schwartz argued.  He also stressed that
the Debtors have failed to submit any affidavits to support their
assertion that the Court's approval of UBS as underwriter and
lender commitment party does not affect the firm's
disinterestedness as the Debtors' financial advisor.

The U.S. Trustee also objected to the Debtors' entry into a pre-
emergence mandatorily exchangeable notes offering.  Mr. Schwartz
asserts that the Debtors have failed to provide the parties-in-
interest, including the U.S. Trustee with a copy of the Pre-
Emergence Underwriting Agreement.

              UBS Defends Roles in Financing Deals

"Despite the incredibly successful outcome of the Debtors'
Chapter 11 cases, the U.S. Trustee is once again seeking to limit
UBS's role in these Chapter 11 cases, even though UBS's efforts
have undeniably contributed to the Debtors' success," counsel to
UBS, Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York --jay.goffman@skadden.com -- told the
Court.

Mr. Goffman asserted that it was always contemplated and
disclosed that the Debtors may seek to take advantage of UBS's
strength in raising capital.  UBS has strong knowledge of the
Debtors, the potential public offering that the Debtors may
conduct and has strong equity capabilities that will help the
Debtors complete their offering, he insisted.

Indeed, Goldman Sachs, as "lead left" underwriter, and Deutsche
Bank are the two joint global coordinators primarily responsible
for coordinating all bookrunning activities, Mr. Goffman
clarified.  The joint global coordinators will be the primary
parties in setting initial price ranges to the market.  In other
words, UBS will not control pricing, he pointed out.  As to the
proposed debt facility, Deutsche Bank, Wells Fargo Securities,
and RBC Capital Markets Corp. are the joint lead arrangers that
drive the syndication and terms in the market, he further notes.
UBS will simply be a terms maker and will not dictate the terms,
he added.

With respect to the Pre-Emergence Mandatorily Exchangeable Notes
Offering, the Debtors informed UBS that they will withdraw the
request to pursue the Pre-Emergence Mandatorily Exchangeable
Notes Offering at this time, Mr. Goffman related.

                     Objections Overruled

All objections to the Exit Financing Motion or the relief sought
in the Exit Financing Motion that have not been withdrawn,
waived, settled, or specifically addressed in this order, and all
reservations of rights included in those objections, are
overruled in all respects on the merits, Judge Gropper ruled.

The U.S. Trustee's objection, according to Bill Rochelle of
Bloomberg News, was resolved through a closed-door meeting with
the Court.

The Court authorized the Debtors to accept the financing
commitments upon terms substantially similar to the terms set
forth in the Commitment Letter and Fee Letter; provided, however,
that

  (a) the payment of any fees to UBS will be made immediately;
      and

  (b) UBS will be approved as an Underwriter and Lender
      Commitment Party effective after the entry of the
      confirmation order.

Judge Gropper held that nothing in the order will prevent the
Debtors from naming UBS as Underwriter or Lender Commitment Party
on any documents before entry of the Confirmation Order or prevent
UBS from doing any preparatory work or executing any documents in
preparation for being an Underwriter or Lender Commitment Party.

Judge Gropper granted the payment obligations of the Debtors under
the Commitment Letter and the Fee Letter administrative priority
under Sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Judge Gropper also authorized the Debtors to exercise the Clawback
Election and to incur any related Clawback Fee.

Judge Gropper deferred the determination of UBS's status as a
disinterested person after March 11, 2010, or whether UBS
represents or holds an interest adverse to GGP's estates, subject
to the reservations of right by the U.S. Trustee, UBS, and all
other parties.  UBS's engagement as an Underwriter or Lender
Commitment Party will not however limit or modify the terms of
UBS's engagement under the UBS Retention Orders, Judge Gropper
clarified.

In a related order, Judge Gropper held that GGP may file under
seal the Fee Letter, Side Letter, unredacted Potential Engagement
Letter Extensions, and unredacted Equity ROFO Letter as exhibits
to the Financing Motion.  However, redacted versions of the
Potential Engagement Letter Extensions and the Equity ROFO Letter
as agreed to between the Debtors and the U.S. Trustee will be
filed with the Court immediately upon entry of this order.

The Fee Letter, Side Letter, the Unredacted Potential Engagement
Letter Extensions, and the Unredacted Equity ROFO Letter, if
filed under seal, will remain under seal and confidential and
will not be made available to any party other than the Court and
the Limited Notice Parties, Judge Gropper ruled.

Indeed, before entry of the sealing order, the Debtors informed
the Court that Goldman, Sachs & Co. and Deutsche Bank Securities,
Inc., agreed on the terms of the Potential Engagement Letter
Extensions.  Due to the confidential nature of the Potential
Engagement Letter Extensions, GGP filed the Potential Letter
Extensions under seal in accordance with the Court's order on
October 7, 2010.

                       About General Growth

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

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

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


GENERAL GROWTH: Names Members to Spin-Off's Board
-------------------------------------------------
General Growth Properties, Inc. (NYSE: GGP) named the individuals
that will comprise the nine-member Board of Directors for the
spin-off company that will consist of GGP's portfolio of master
planned communities and other real estate assets with long-term
potential.  GGP also announced the spin-off company will be named
The Howard Hughes Corporation.

The Howard Hughes Corporation Board of Directors will assume its
responsibilities following the spin-off, which is expected to
occur upon GGP's emergence from bankruptcy in early November.  The
Company intends to name William A. Ackman Chairman at that time.

"I am extremely pleased that we have assembled such an
experienced, talented and dynamic group of individuals to serve as
directors of The Howard Hughes Corporation," said Bill Ackman,
Chairman Designee of the Board of The Howard Hughes Corporation.
"I also believe the Howard Hughes name -- which reflects the
success and vision of one of our country's greatest entrepreneurs
-- is a fitting brand for this world-class portfolio of real
estate assets.  We look forward to working to create long-term
value for our shareholders."

The following eight individuals will be members of The Howard
Hughes Corporation Board of Directors.  One seat on the Board of
Directors will be reserved for the company's Chief Executive
Officer, who is expected to be announced after the spin-off is
completed.

    * Bill Ackman -- Founder and Chief Executive Officer of
      Pershing Square Capital Management, L.P. and a director of
      General Growth Properties, Inc. from June 2009 to March
      2010.  Mr. Ackman will serve as the Chairman of the Board
      of The Howard Hughes Corporation.

    * David Arthur -- Managing Partner, Real Estate Investments
      -- North America, for Brookfield Asset Management

    * Adam Flatto -- President, The Georgetown Company, a
      privately held real estate investment and development
      company based in New York City

    * Jeff Furber -- Chief Executive Officer of AEW Capital
      Management, L.P., which provides real estate investment
      management services to investors worldwide

    * Gary Krow -- President, CEO and a director of
      GiftCertificates.com, a leading eCommerce provider of B2B
      incentive management solutions.  Formerly, President of
      Comdata Corporation, a subsidiary of Ceridian Corporation.

    * Allen Model -- Co-Founder, Treasurer and Managing Director
      of Overseas Strategic Consulting, Ltd., an international
      consulting firm that provides public information services
      to clients worldwide

    * Scot Sellers -- Chief Executive Officer of Archstone, one
      of the world's largest apartment companies, and former
      Chairman of the National Association of Real Estate
      Investment Trusts (NAREIT)

    * Steve Shepsman -- Executive Managing Director and Founder
      of New World Realty Advisors, a real estate advisory firm
      with expertise in real estate restructuring, development
      and finance, and Chair of the Official Committee of Equity
      Holders in the Chapter 11 proceedings of General Growth
      Properties, Inc.

Messrs. Ackman, Model and Krow are designees of Pershing Square
Capital Management, L.P. whose investment agreement with The
Howard Hughes Corporation allows it to name three members of
the Board.  Mr. Arthur is a designee of Brookfield Asset
Management, whose investment agreement with The Howard Hughes
Corporation allows it to name one member of the Board.

                       About General Growth

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

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

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


GENERAL GROWTH: Parties Lodge Objections, Support for Plan
----------------------------------------------------------
Various parties have filed objections to confirmation of General
Growth Properties Inc.'s proposed plan of reorganization.

-- Creditors Committee Members

The Official Committee of Unsecured Creditors says it supports
confirmation of General Growth Properties, Inc. and its 125 debtor
affiliates' Third Amended Joint Plan of Reorganization.  However,
the Creditors' Committee reserves its rights to object with
respect to (i) the Unmatured Rouse Notes in Classes 4.6-4.8
and (ii) the 2006 Bank Loan Claims in Class 4.9.  Counsel to the
Creditors' Committee, Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, insists that the cash out
option afforded to REP Investments, LLC; Fairholme Capital
Management, LLC and Pershing Square Capital Management L.P. with
respect to their Unmatured Rouse Notes to offset their cash
obligations under the Investment Agreements would be inconsistent
with Section 1123(a)(4) of the Bankruptcy Code if not for the
current trading prices of the Unmatured Rouse Notes.

The current trading prices, Mr. Stamer points out, indicate that
the treatment of the non-Investor Unmatured Rouse Notes will not
result in less favorable treatment of those notes vis-a-vis the
cash out option afforded to the Investors.  The Creditors'
Committee thus reserves its rights to object if the trading
market changes before the confirmation hearing that would result
in less favorable treatment for the non-Investor holders of
Unmatured Rouse Notes.

In conjunction with the Creditors' Committee's response, members
of the Creditors' Committee, Bank of New York Mellon Trust
Company, N.A. and Wilmington Trust Company filed separate
objections.  Counsel to BoNY, Ronald L. Cohen, Esq., at Seward &
Kissel LLP, in New York, insists that the possibility remains that
by the confirmation hearing, the market price for the Unmatured
Notes will have fallen below par.  If that happens, then the cash-
out of the Investor's Unmatured Notes will result in a higher
recovery for the Investors in respect of the Unmatured Notes will
provide to the non-Investor holders, he emphasizes.  Thus, should
the value of the Unmatured Notes decline in the marketplace
before the confirmation hearing, BoNY reserves its right to
object to confirmation of the Plan.

-- Comptroller of State of NY

The Comptroller of the State of New York, as trustee of the
Common Retirement Fund, disputes the cure amount set forth in the
Third Amended Joint Plan of Reorganization for its claim under a
$254 million promissory note made by GGP Limited Partnership.
Counsel to the Comptroller, Andrew C. Gold, Esq., at Herrick,
Feinstein LLP, in New York -- agold@herrick.com -- insists that
the Comptroller is entitled to a pendency interest on its claim
at the contract default rate of 8.95% for the period from the
Petition Date through the effective date of the Plan.  However,
the proposed treatment of the Comptroller's secured claim under
the Plan is to cure and reinstate the Note by payment of
$23.7 million in accrued interest through September 30, 2010, he
complains.

-- California Franchise Tax Board

The state of California Franchise Tax Board objects to the
confirmation of the Third Amended Joint Plan of Reorganization
because it:

  (1) imposes inappropriate restrictions on allowance
      of administrative expenses for taxes incurred postpetition
      by (i) denying payment for interest on postpetition taxes;
      and (ii) requiring governmental units to file requests for
      payment as a condition to allowance; and

  (2) the Plan appears as if it may improperly release claims
      against non-debtor entities.

The provisions on the administrative expense claims are in direct
conflict with Section 503(b) of the Bankruptcy Code, Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, in Washington,
D.C. -- jguy@orrick.com -- asserts on behalf of the Tax Board.
He also contends that the Plan Debtors have not made any showing
of "unusual circumstances" to justify that release.  Nor does the
Plan provide for a channeling injunction or any other mechanism
to ensure that released claims will be otherwise paid, he points
out.

-- Oracle America

Oracle America, Inc., opposes confirmation of the Third Amended
Joint Plan of Reorganization because of the Plan Debtors' failure
to identify the contracts for assumption.  As a result, Oracle
complains that it is unable to assess the impact of the proposed
assumption.

Oracle also objects to the Plan Debtors' intent to allow Spinco
access to certain of the Debtors' services, including Oracle's JD
Edwards Applications pursuant to a Transition Services Agreement.
Oracle tells the Court that the "shared" access exceeds the scope
of the Oracle licenses' permitted uses, and would result in an
unauthorized "splitting" of the licenses between the Debtors and
Spinco, as a transitional user of the Debtors' choosing.  Oddly,
no JDE contracts have been identified for assumption by the
Debtors, Oracle points out.

                   Equity Committee Supports Plan

The Official Committee of Equity Security Holders says it
continues to support confirmation of the Third Amended Joint Plan
of Reorganization, which it believes achieves a significant
recovery for equity.

Despite the parties' best efforts, issues remain with respect to
the Spinco-related agreements in the Plan Supplement and the
Spinco transition, John Jerome, Esq., at Saul Ewing LLP, in New
York, counsel to the Equity Committee, relates.  Among other
things, if a Spinco Note is issued under the Plan, New GGP's
obligation to indemnify Spinco with respect to significant tax
liabilities that will be payable with respect to prior sales of
master planned communities assets, may be voided or significantly
reduced, he notes.  Hence, the size of any possible Spinco Note
is of vital interest to shareholders and its calculation is a
continuing process, as the component parts of the calculation
remain fluid, he points.

Notwithstanding those issues, the Equity Committee remains
hopeful that the open issues related to the Spinco Note can be
resolved by the confirmation hearing or the Effective Date of the
Plan.  The Equity Committee will continue to work alongside the
Debtors and the Investors to achieve resolution of all open
matters relating to General Growth Properties, Inc. and affecting
equity interests in these Chapter 11 cases.

                   Voting Certification Deadline

Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended the voting certification
deadline for all votes on the Third Amended Joint Plan of
Reorganization to October 18, 2010.  Likewise, Judge Gropper
waived the requirement under Rule 3018-1 of the Local Bankruptcy
Rules for the Southern District of New York that voting
certification be filed not less than seven days before the
confirmation hearing.

At a hearing held September 23, 2010, the Court reserved
consideration of the altering the Voting Certification Deadline,
and approved the Disclosure Supplement to the Disclosure Statement
and Third Amended Joint Plan of Reorganization.  Judge Gropper
finds that sufficient cause exists to extend the Voting
Certification Deadline.

Specifically, Judge Gropper determined that because the Voting
Certification Deadline and the re-solicitation voting deadline for
the Hughes Heirs have been set on October 14, 2010, completion of
the certification by the then Voting Certification Deadline is
impracticable.

                       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 ENTERTAINMENT: Posts $566,000 Net Loss in August 31 Quarter
------------------------------------------------------------------
Global Entertainment Corporation filed its quarterly report on
Form 10-Q, reporting a net loss attributed to Global of $566,000
on $1,824,000 of revenue for the three months ended August 31,
2010, compared with a net loss attributable to Global of $249,000
on $2,370,000 of revenue for the same period ended August 31,
2009.

The Company's balance sheet at August 31, 2010, showed
$2,606,000 in total assets, $2,614,000 in total liabilities, and a
stockholders' deficit of $8,000.

As reported in the Troubled Company Reporter on September 20,
2010, Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
May 31, 2010.  The independent auditors noted that the Company
has experienced a significant decline in operations, cash flows
and liquidity.

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

                  http://researcharchives.com/t/s?6ca2

                    About Global Entertainment

Tempe, Ariz.-based Global Entertainment Corporation (OTC BB: GNTP)
-- http://www.globalentertainment2000.com/-- is an integrated
events and entertainment company focused on mid-size communities
that is engaged, through its seven wholly owned subsidiaries, in
sports management, multi-purpose events and entertainment centers
and related real estate development, facility and venue management
and marketing and venue ticketing.


HAWK CORP: S&P Shifts CreditWatch on 'B' Rating to Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised the
CreditWatch implications on its 'B' corporate credit rating for
Ohio-based Hawk Corp., to positive from developing, where they
were placed on July 2, 2010.

"The rating action follows the announcement that Carlisle Cos.
Inc. will acquire Hawk for $413 million," said Standard & Poor's
credit analyst Gregoire Buet.  "Hawk's board of directors has
approved a sale of the company to Carlisle.  Carlisle and Hawk
expect closing to occur by year-end."

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


HENRY ANDERSON: Court Extends Cash Collateral Use Until Nov. 4
--------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has authorized Henry L.
Anderson, Jr., to continue using cash collateral until November 4,
2010, which is the date set for the hearing on conformation of the
proposed Chapter 11 plan and other matters.

On September 2, 2010, the Court entered an order allowing the
Debtor to use rents generated by its properties cash collateral
through September 24, 2010, which was the scheduled date for the
hearing on the confirmation of the Debtor's plan.  The Court also
ruled that the Debtor was authorized to distribute a portion of
the remaining funds from the sale of his property at 816 Schloss:
(a) to Crescent Bank, the amount of $30,000, as adequate
protection for its loan secured by the Debtor's property at 232
Causeway Drive in Wrightsville Beach, North Carolina, and (b) to
the Debtor, the amount of $20,000, to pay for the postpetition,
necessary and reasonable expenses of operating his law office and
his rental properties and for his personal living expenses.

On September 9, 2010, Internal Revenue Service asked the Court to
reconsider and alternatively for a temporary restraining order,
asking the Court to reconsider its previous ruling.

On September 13, 2010, the Debtor asked the Court to continue
hearings, requesting that the hearing scheduled for September 24,
2010, on the confirmation of the Debtor's plan and other matters
be continued to November 4, 2010.  On September 15, 2010, the
Court allowed the Debtor to use cash collateral and to partially
distribute sale proceeds.

In light of the IRS' pending motion, Stubbs & Perduc, P.A.,
retained the sales proceeds in its trust account.  On
September 20, 2010, in a telephonic hearing, the Court made these
determinations:

     A. the Court would grant the Debtor's motion to continue
        hearings through November 4, 2010;

     B. the Debtor would be permitted to use the $20,000 from the
        sales proceeds and the rents generated from the lease of
        all of its properties through the date of the continued
        hearings subject to the payment of adequate protection:

        (a) To Cresent Bank, (i) an immediate payment of $30,000
            from the sales proceeds as set for in the Court's
            September 15, 2010 order, (ii) two payments in the
            amount of $7,083.33 each to be made on October 1,
            2010, and November 1, 2010, from the sales proceeds;

        (b) To BB&T, the amount of $2,000 to be made on
            October 20, 2010, from the sales proceeds;

        (c) To the IRS, the remaining sales proceeds in the amount
            of $33,833.34, to be made on October 1, 2010; and

        (d) To First Bank, one-half of the net rental income
            generated by its collateral, after expenses and
            commission payments to the management company.

The Court affirms its previous order with respect to the payment
of $30,000 of the sales proceeds to Crescent Bank, and
distribution of $20,000 to pay for the postpetition, necessary and
reasonable expenses of operating law office and rental properties
and for personal living expenses of the Debtor.

The Debtor will pay to Crescent Bank additional adequate
protection from the sales proceeds in two payments of $7,083.33
each to be made on October 1, 2010, and November 1, 2010,
respectively.

The Debtor will continue to pay First Bank adequate protection in
an amount equal one-half of the net rental income, after expenses
and commission payments to the management company, through
November 4, 2010.

The Debtor will pay BB&T additional adequate protection from the
sales proceeds in the amount of $2,000 on October 20, 2010.

                    About Henry L. Anderson, Jr.

Wrightsville Beach, North Carolina-based Henry L. Anderson, Jr.,
filed for Chapter 11 bankruptcy protection on February 3, 2010
(Bankr. E.D. N.C. Case No. 10-00809).  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  In its schedules, the Company disclosed
assets of $17,913,107, and total debts of $10,730,549.


HERBALIFE INTERNATIONAL: Moody's Upgrades Default Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Herbalife International, Inc.'s
Probability of Default Rating to Ba1 from Ba2.  The company's
Corporate Family Rating and the senior secured bank credit
facility rating were affirmed at Ba1.  The outlook remains stable.

                        Ratings Rationale

The upgrade in the Probability of Default rating to Ba1 from Ba2
acknowledges Herbalife's continued strong operating performance
and its improved sales leader retention rate.  As Herbalife's
probability of default continues to decline, asset recovery rates
in the event of default have become less clear.  Thus, Moody's is
applying its standard 50% family recovery rate to Herbalife
instead of the previously used 65% rate.

Herbalife's Ba1 Corporate Family Rating reflects its very strong
credit metrics, healthy liquidity profile, conservative capital
structure, significant geographic diversification with sales in 73
countries, and the stable sales performance of its core meal-
replacement products.  These positive attributes are offset by the
company's modest scale, sales concentration in a relatively narrow
product segment -- meal replacement shakes and nutritional
supplements -- and its small market share in the broader packaged
food market.  The rating also acknowledges the ongoing challenges
of the multi-level selling model, particularly the high turnover
of the sales representatives.
This rating was upgraded:

  -- Probability of Default Rating to Ba1 from Ba2.

These ratings were affirmed and LGD point estimates adjusted:

  -- Corporate Family Rating at Ba1;

  -- $250 million secured revolving credit facility at Ba1 (to LGD
     3, 40% from LGD 2, 27%);

  -- $200 million secured term loan at Ba1 (to LGD 3, 40% from LGD
     2, 27%);

The stable outlook reflects Moody's expectations that the company
will continue to generate strong earnings and cash flow and that
it will maintain very strong debt protection measures.  The
outlook assumes that the company will maintain a conservative
financial policy.

An upgrade is unlikely in the foreseeable future due to the
company's narrow product offering.  The credit quality of
Herbalife would improve should the rate of decline of new sales
representatives stabilize in South and Central America and EMEA
and the growth rate of active sales representatives turns
positive.

Ratings could be downgraded should operating performance decline,
financial policy become more aggressive, leverage increases
meaningfully, or liquidity weaken.  In addition, downward rating
pressure may result should the number of re-qualified sales
leaders continue to decrease, which could lead to weaker operating
performance.

Herbalife International, Inc., headquartered in Los Angeles,
California, is a marketer of weight management meal replacement
shakes, nutritional supplements, energy drinks, and skin care
products that are sold through a global network of 2.1 million
independent distributors in 73 countries.  Revenues are about
$2.5 billion.


INTELLIPHARMACEUTICS: Posts $2.1MM Net Loss in August 31 Quarter
----------------------------------------------------------------

Intellipharmaceutics International Inc. reported a net loss of
$2.1 million on $0 revenue for the three-month period ended
August 31, 2010, compared with a net loss of $165,739 on $125,590
of revenue for the three month period ended September 30, 2009.

The increased period-over-period loss is mainly due to increases
in both research and development expenses and increases in
selling, general and administrative expenses.

As at August 31, 2010, Intellipharmaceutics' cash totaled
$2.4 million, compared with $4.1 million as at May 31, 2010.  The
Company believes that it may receive a refund of approximately
C$1.0 million during the fourth quarter of fiscal 2010, comprised
of scientific research & development tax credits.

The Company's balance sheet at August 31, 2010, showed
$4.6 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $1.8 million.

As reported in the Troubled Company Reporter on March 5, 2010,
Deloitte & Touche LLP, in Toronto, Ontario, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's results for the the 11 month period ended
November 30, 2009.  The independent auditors noted of the
Company's recurring losses from operations and inability to
generate sufficient cash flows to meet its obligations and sustain
its operations.

A full-text copy of the Company's press release is available for
free at http://researcharchives.com/t/s?6c9d

A full-text copy of the unaudited interim financial statements for
the three and nine month periods ended August 31, 2010, is
available for free at http://researcharchives.com/t/s?6c9e

             About Intellipharmaceutics International

Toronto, Ontario-based Intellipharmaceutics International Inc.
(Nasdaq: IPCI) (TSX: I) -- http://www.intellipharmaceutics.com/--
is a pharmaceutical company specializing in the research,
development and manufacture of novel or generic controlled release
and targeted release oral solid dosage drugs.  The Company's
patented Hypermatrix(TM) technology is a unique and validated
multidimensional controlled-release drug delivery platform that
can be applied to the efficient development of a wide range of
existing and new pharmaceuticals.  Based on this technology,
Intellipharmaceutics has a pipeline of products in various stages
of development in therapeutic areas that include neurology,
cardiovascular, GIT, pain and infection.


INTELSAT SA: Unit Completes Cash Tender Offers to Buy Sr. Notes
---------------------------------------------------------------
Intelsat S.A. said that its subsidiary, Intelsat Corporation,
completed on Oct. 15, 2010, its cash tender offers to purchase any
and all of Intelsat Corp.'s outstanding 9 1/4% Senior Notes due
2014, and Intelsat Corp.'s outstanding 6 7/8% Senior Secured
Debentures due 2028, in each case on and subject to the terms and
conditions set forth in the related Offer to Purchase and Consent
Solicitation Statement.

Intelsat Corp. received tenders of $546,286,000 aggregate
principal amount of the 2014 Notes, representing approximately
83.0% of the outstanding principal amount of the 2014 Notes, and
$124,959,000 aggregate principal amount of the 2028 Notes,
representing approximately 99.9% of the outstanding principal
amount of the 2028 Notes.  Intelsat Corp has purchased all of
the Notes validly tendered in the Tender Offers.

                        About Intelsat S.A.

Based in Luxembourg, Intelsat S.A. provides fixed satellite
services worldwide.  Its unit Intelsat Corporation, --
http://www.intelsat.com/-- formerly known as PanAmSat
Corporation, is a global provider of video, corporate, Internet,
voice and government communications services with a fleet of 25
satellites in-orbit.

Intelsat S.A.'s balance sheet at June 30, 2010, showed
US$17.34 billion in total assets, US$814.64 million in total
current liabilities, US$15.22 billion in long term debt,
US$128.77 million in deferred revenue, US$254.63 million in
deferred satellite performance, US$548.71 million in deferred
income taxes, US$239.87 million in accrued retirement benefits,
a US$335.15 million redeemable non-controlling interest,
US$8.88 million commitment and contingencies, and a stockholders'
deficit of US$210.76 million.

Intelsat S.A. reported revenue of US$635.3 million and a net loss
of US$180.6 million for the three months ended June 30, 2010.

Intelsat S.A., formerly Intelsat, Ltd., carries a 'Caa1' corporate
family rating from Standard & Poor's.


ISTAR FINANCIAL: Files Financial Information of LNR Property
------------------------------------------------------------
On July 29, 2010, iStar Financial Inc. acquired an approximate 24%
ownership interest in LNR Property Corporation as part of a
recapitalization of LNR.  In the transaction, iStar and a group of
investors, including other creditors of LNR, acquired 100% of the
common stock of LNR in exchange for cash and the extinguishment of
existing senior notes of LNR's parent holding company.

iStar's share of the consideration paid was $100 million in cash
and $100 million aggregate principal amount of Holdco Notes.  LNR
used the cash proceeds received from the issuance of the common
stock plus other cash on hand to pay down a portion of its
existing senior term loan.  As a lender under the senior term
loan, iStar's loan was paid down from an original principal
balance of $102.0 million to $50.8 million.  As part of the
recapitalization, for so long as iStar maintains a specified
ownership interest in LNR, iStar will have the right to designate
two members to LNR's board of managers.

On October 14, 2010, iStar filed with the Securities and Exchange
Commission:

  * financial statements of LNR, available for free at
    http://ResearchArchives.com/t/s?6c8f

  * Pro Forma Financial Information of LNR, available for free at
    http://ResearchArchives.com/t/s?6c90

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of June 30, 2010, iStar had $10.653 billion in total assets;
total liabilities of $8.802 billion, redeemable non-controlling
interests of $7.441 million, and non-controlling interests of
$46.602 million; and total equity of $1.843 billion.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2010,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on iStar Financial to 'CCC' from 'B-'.
At the same time, S&P lowered the senior unsecured debt rating to
'CCC-' from 'CCC+.' The outlook is negative.

iStar's limited funding flexibility and the severe credit quality
deterioration in its loan portfolio continue to put negative
pressure on the rating.  "S&P's analysis indicates that the firm
should not become insolvent and has ample liquidity to operate
through 2010, but management faces a significant challenge with
$3.0 billion in debt coming due in 2011 and $3.5 billion due in
2012," said Standard & Poor's credit analyst Jeffrey Zaun.  In the
longer term, the company's concentration in highly cyclical
commercial real estate will limit the ratings.  Although credit-
market turmoil and a severe recession impeded capital formation
through 2009, the firm's capital ratios improved slightly in
first-quarter 2010.  Management has been able to execute a rapid
pull-back in operations through a protracted and severe recession
in CRE markets.


JOHN FREDERICK DIXON: Court Slashes Wendel Rosen Fees
-----------------------------------------------------
The Hon. Salan Jaroslovsky said when an attorney is appointed by
the court to represent an individual debtor-in-possession, the
actual client is the bankruptcy estate, not the individual.  The
Court said debtor's counsel Wendel, Rosen, Black & Dean LLP,
blatantly violated this rule.  When a creditor objected to the
debtor's claim of exemption of over $1 million in retirement
funds, Wendel Rosen defended the exemption and argued directly
against the interests of the estate.  There can be no clearer
conflict of interest.  Compounding the offense, Wendel Rosen now
seeks compensation for these services.

The court is usually fairly tolerant of Chapter 11 counsel
assisting the debtor individually, so long as compensation is not
sought from the estate and so long as the actions taken by counsel
are not contrary to the interests of the estate.  However, in this
case Wendel Rosen more than crossed the line.  Counsel appears to
have completely forgotten where its loyalties and responsibilities
lie.

Thus, the Court reduced Wendel Rosen's fees by $8,000, which is
the approximate amount Wendel Rosen billed for defending the claim
of exemption.  Wendel Rosen may not collect these fees from either
the estate or the debtor or anyone else, directly or indirectly.
Any attempt to be compensated for these services, and future
action taken by Wendel Rosen against the interests of the
bankruptcy estate, will result in a complete forfeiture of all
compensation in the case.

A copy of the Court's Memorandum on Application for Compensation
dated September 20, 2010, is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100920353

San Rafael, California-based John Frederick Dixon filed for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-11851) on
June 19, 2009.  Michael D. Cooper, Esq., at Wendel, Rosen, Black
and Dean LLP, represents the Debtor in its restructuring efforts.
The Debtor estimated assets and debts of $10 million to $50
million in the Chapter 11 petition.


K2 PURE: S&P Corrects Press Release; Puts 'B' Rating to Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said that in the article
published on Oct. 14, 2010, the debt amount in the headline was
misstated.

S&P published this corrected version:

S&P is assigning a 'B' issue rating and a recovery rating of '2'
to K2 Pure Solutions NoCal L.P.'s $121.5 million senior secured
term loan.

The stable outlook reflects a long-term tolling agreement with Dow
Chemical, reasonable capacity expectations, and the ability to
leverage proven technology to produce a high-quality product.

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, California.  The project
is indirectly owned by K2 Pure Solutions, which is indirectly
owned by Centre Partners and K2's executive management team.  S&P
rate K2 using Standard & Poor's project finance criteria.


KAUFMAN PEBBLE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Kaufman Pebble Creek, LLC
                  aka Pebble Creek
                3959 E. Thousand Oaks Boulevard
                Thousand Oaks, CA 91362

Bankruptcy Case No.: 10-32879

Involuntary Chapter 11 Petition Date: October 13, 2010

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

Judge: James M. Marlar

Petitioners' Counsel: Alan R. Solot, Esq.
                      TILTON & SOLOT
                      459 N. Granada Avenue
                      Tucson, AZ 85701
                      Tel: (520) 622-4622
                      Fax: (520) 882-9861
                      E-mail: arsolot@tiltonandsolot.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Coffee Builders, Inc.              Unpaid Invoices      $1,519,079
7049 E. Tanque Verde, Suite 105
Tucson, AZ 85715

CIS Roofing, Inc.                  Unpaid Invoices        $162,771
26861 Trabuco, Suite 353
Mission Viejo, CA 92691

Door Pac, LLC                      Unpaid Invoices         $16,052
2201 E. Elvira, Road
Tucson, AZ 85756-7026

Horizon Contracting, LLC           Unpaid Invoice          $12,225
510 S. 52nd Street, Suite 101
Tempe, AZ 85281


KOWALLIS AND MACKEY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Kowallis and Mackey, III, LLC
        398 S. 9th Street Ste. 260
        Boise, ID 83702

Bankruptcy Case No.: 10-03333

Chapter 11 Petition Date: October 12, 2010

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  E-mail: jmeier@cosholaw.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 Matthew Mackey, member.


LEHMAN BROTHERS: LBIE Seeks Court Ruling on $1 Bil. in Securities
-----------------------------------------------------------------
Lehman Brothers International Europe has asked a U.K. court to
determine the ownership of over $1 billion worth of securities
left in Lehman Brothers Holdings Inc.'s accounts when it filed
for bankruptcy protection two years ago, according to an
October 11, 2010 report by Bloomberg News.

The move came after other units of LBHI, which include those in
Switzerland and Hong Kong, contested the ownership of the
securities that they had bought and sold to each other in a
series of internal transactions.  The assets are currently held
by LBIE.

LBIE's lawyer Iain Miligan said the case is complicated because
the bank's transactions had not been as well documented as
transactions with the "outside world," Bloomberg News reported.

The U.K. court will begin hearing the case this week.

The case is the latest twist in a series of lawsuits stemming
from the collapse of LBHI in 2008.

PricewaterhouseCoopers, the administrators of LBIE, has already
been involved in a number of lawsuits including a legal fight
over the $2 billion of client money deposited with LBIE.  In this
case, the Court of Appeal overturned an earlier decision that
only Lehman clients who had money segregated for them were
entitled to share in billions of dollars deposited with LBIE,
Financial Times reported.

PwC has now applied to U.K.'s Supreme Court for permission to
appeal against the decision, according to the report.

Last week a German court rejected a claim made on behalf of LBIE
clients to return $1 billion of client money that had been
deposited with Germany-based Lehman Brothers Bankhaus prior to
LBIE's administration, Financial Times reported.

PwC filed a petition before the Frankfurt am Main regional court
to have the $1 billion plus interest returned to LBIE by the
German affiliate.  The German court, however, ruled that the
petition should be dismissed, according to the report.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF & Primus Agree to Settle Claims
-----------------------------------------------------
Primus Guaranty Ltd. said it agreed to settle all claims between
Primus Financial and Lehman Brothers Special Financing Inc.,
Bloomberg News reported.

Under the deal, Primus Financial paid $17.5 million to terminate
all credit swaps and settle all outstanding claims with LBSF.
Primus had about $1.1 billion of credit default swaps outstanding
with the Lehman unit, according to the report.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Sells 9.9 Million Edelweiss Shares
---------------------------------------------------
Lehman Brothers Netherlands Horizons BV sold 9.9 million shares
of Edelweiss Capital Ltd. at 53.33 rupees a share, according to
data posted by the Bombay Stock Exchange on its Web site on
October 1, 2010, Bloomberg News reported.

Edelweiss Capital is an Indian provider of financial services.

The buyer was not known, according to the report.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LIONS GATE: S&P Shifts CreditWatch on 'B-' Rating to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating for British
Columbia, Canada-domiciled and Santa Monica, Calif.-headquartered
Lions Gate Entertainment Corp. and its subsidiary, Lions Gate
Entertainment Inc., to developing from negative.  S&P initially
placed the rating on CreditWatch with negative implications on
March 24, 2010, in response to investor Carl Icahn's unsolicited
tender offer to acquire all outstanding shares of the
entertainment company's common stock.

The revision of the CreditWatch implications was in response to
Lions Gate's announcement that it has proposed a merger with
Metro-Goldwin-Mayer Studios Inc. Lions Gate has not released terms
of its merger offer; hence, the financial profile of a combined
entity is still to be determined.  If a transaction is consummated
with minimal additional debt, it could improve Lions Gate's credit
metrics, but if substantial debt is involved, financial risk could
increase.  Accordingly to detailed press reports, MGM has roughly
$4 billion of debt, and is preparing for a bankruptcy filing in
which its creditors would become equity holders.  MGM has one of
the industry's largest film libraries, and it produces the
lucrative James Bond films.  A combination with Lions Gate would
bring significant additional film library assets and cash flow,
but could entail substantial production funding and financing
needs if the new company's management pursues an active production
strategy under the MGM brand.

Separately, on July 20, 2010, Lions Gate announced that it
completed a transaction whereby $100 million of its senior
subordinated notes were converted into common shares.  The
conversion lowered Lions Gate's debt by $100 million and reduced
the refinancing risk posed by potential puts of convertible debt
in the company's 2012 fiscal year (ending March 31, 2012) by an
equivalent amount, leaving about $114 million of putable
convertible debt and production loans maturing during that period.
The transaction does not change S&P's view that the company's
overall financial risk remains very high.  The conversion
increased the company's share count by about 13%, modestly
diluting the Icahn Group's stake to about 33% from 38%.

Carl Icahn has stated that he supports Lions Gate's MGM merger
proposal, but continues to pursue his litigation regarding the
convertible exchange.  His tender offer for the remainder of the
company's shares expires on Oct. 22.

"In resolving the CreditWatch listing, S&P will consider the
outcome of the litigation and tender offer, the structure of the
proposed merger with MGM, the outcome of the merger proposal, and,
if accepted, the combined companies' new business and financial
strategies," said Standard & Poor's credit analyst Deborah Kinzer.
"S&P could raise the rating if Lions Gate succeeds in merging with
MGM with a financial structure and business plan that gives the
combined entity a stronger business and financial profile.  S&P
could lower the rating if an MGM acquisition plan involves higher
debt, significant future production funding needs, and, in S&P's
view, higher overall financial risk.  S&P could also lower the
rating if an MGM acquisition does not occur and Carl Icahn's
protracted takeover attempts involve, in its assessment, higher
credit risk."


LIQUIDMETAL TECH: Names Two New Members to Board of Directors
-------------------------------------------------------------
Liquidmetal Technologies Inc. has named two new members to the
Board of Directors of the Company.  Chairman Abdi Mahamedi is
welcoming Daniel Young and Ricardo Salas to board seats being
vacated by Martin Weinstein and Iraj Azarm.

"Liquidmetal Technologies is grateful for the contributions and
service of Dr. Weinstein and Mr. Azarm during their tenure as
directors.  Their insights helped to guide the Company through
several complex and important matters," commented Mr. Mahamedi.
"We also look forward to benefiting from the insights and
experience that our new directors bring to our Board at this
exciting phase in our technology's commercialization."

Incoming member Daniel Young is president of Irvine Community
Development Company LLC, an affiliate of the 140 year old Irvine
Company known for the planned development of the Irvine Ranch
properties in Orange County, California.  In addition to the
master planned communities, the Irvine Company is also known for
its portfolio of elite investment properties in Orange County, San
Diego, West Los Angeles and the Silicon Valley.  As president of
ICDC, Mr. Young guides all facets of the Irvine Company's
community master-planning and development process.  Mr.  Young
also has a history of community involvement which includes 11
years on the Santa Ana City Council, including 8 years as mayor.
He has served on the board of directors of several regional
agencies.  Mr. Young is a graduate of California State University
and has a master's degree in public administration from the
University of Southern California.

Current Liquidmetal Technologies Executive Vice President
and former company President Ricardo Salas is also joining the
Company's Board of Directors.  Mr. Salas previously served as a
board member of the Company from April 1995 to May 2003.  Prior to
his tenure with Liquidmetal Technologies, Salas served as Chairman
and Chief Executive Officer of iLIANT Corporation, an information
technology and outsourcing service firm in the healthcare
industry.  Mr. Salas currently serves as a director of
CyberDefender Corporation as well as two privately held technology
companies.  Mr. Salas received his degree in Economics from
Harvard College.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

The Company's balance sheet at June 30, 2010, showed
$10.28 million in assets, $30.33 million in liabilities, and a
shareholders' deficiency of $20.06 million.  Stockholders' deficit
was $19.15 million at Dec. 31, 2009.

Choi, Kim & Park LLP, in Los Angeles, Calif., in an August 6, 2010
report, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has significant operating losses and working capital
deficit.


LOUISIANA VALVE: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Louisiana Valve & Machine Works, Inc.
        4122 Riverview Dr.
        Port Allen, LA 70767

Bankruptcy Case No.: 10-11571

Chapter 11 Petition Date: October 6, 2010

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: John M. Delgado, Esq.
                  628 St. Joseph Street
                  Baton Rouge, LA 70802
                  Tel: (225) 383-5080
                  Fax: (225) 389-0021
                  E-mail: johndelgadolaw@gmail.com

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

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

A list of the Company's 23 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lamb10-11571.pdf

The petition was signed by Wayne Marchand, owner/president.


M & U LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: M & U, LLC
        8317 Kennedy Ave.
        Highland, IN 46322

Bankruptcy Case No.: 10-24667

Chapter 11 Petition Date: October 6, 2010

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

Judge: J. Philip Klingeberger

Debtor's Counsel: Catherine Molnar-Boncela, Esq.
                  GORDON E. GOUVEIA & ASSOCIATES
                  433 West 84th Drive
                  Merrillville, IN 46410
                  Tel: (219) 736-6020
                  E-mail: geglaw@gouveia.com

Scheduled Assets: $1,840,000

Scheduled Debts: $414,250

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

The petition was signed by Mir S. Igbal, sole manager.


MAJESTIC LIQUOR: Plan Provides Full Satisfaction on Most Claims
---------------------------------------------------------------
Majestic Liquor Stores, Inc., et al., submitted to the U.S.
Bankruptcy Court for the Northern District of Texas a proposed
Plan of Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides that the
Reorganized Debtors will assume the liability for and obligation
to perform and make all distributions or payments on account of
all Allowed Claims.  All distributions or payments will be made by
the respective responsible Reorganized Debtors.  The estimated
percentage recovery for all creditors is 100%, except for the
Class 6 - NRP Claim which is unknown.

The payments to be made by Reorganized Majestic under the Plan
will be funded from Reorganized Majestic's income and revenues
from operation of its business.  The payments to be made by
Reorganized Majestic Grapevine under the Plan will be
funded from (a) available cash on hand held by Reorganized
Grapevine and (b) payments received by Reorganized Majestic
Grapevine from Reorganized Majestic under the Plan on account of
Majestic Grapevine's Rejection Claim against Majestic arising from
Majestic's rejection of the lease between Majestic Grapevine and
Majestic with respect to the Cuney Property.

The payments to be made by Reorganized Majestic Properties under
the Plan will be made from the Majestic Properties Savings
Account.  The payments to be made by the Reorganized Individual
Debtors under the Plan will be funded from (a) the funds received
by the Reorganized Individual Debtors on account of the
Bratton/Fair Tax Refunds, (b) the Reorganized Individual Debtors'
future earnings, and (c) other sources of available cash on hand
of the Reorganized Individual Debtors.

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

                       About Majestic Liquor

Fort Worth, Texas-based Majestic Liquor Stores, Inc. -- dba Double
T Discount Beer & Wine No. 2, et al. -- was incorporated in 1955.
It operates Texas retail stores for the sale of liquor, beer, wine
and bar supplies.  The Company operates 46 retail stores and three
wholesale locations.

Majestic Liquor together with its affiliates filed for Chapter 11
bankruptcy protection on June 6, 2010 (Bankr. N.D. Tex. Case No.
10-43849).  J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at
Forshey & Prostok, LLP, assists the Company in its restructuring
effort.  Focus Management Group USA Inc. is the Company's
financial advisor.  The Company estimated its assets and debts at
$10 million to $50 million.


MEDCLEAN TECHNOLOGIES: Manatuck Reports 15.07% Equity Stake
-----------------------------------------------------------
Manatuck Hill Partners, LLC, disclosed in a Schedule 13D/A filing
with the Securities and Exchange Commission that it beneficially
owns 114,619,669 shares of Common Stock of MedClean Technologies,
Inc., representing 15.07% of the shares outstanding as of
August 19, 2010, based upon the Company's quarterly report on
Form 10-Q for the quarter ended June 30, 2010.  The beneficial
ownership assumes the issuance of 34,167,225 shares of Common
Stock issuable upon the exercise of certain warrants owned by
Manatuck Hill Scout Fund, L.P., Manatuck Hill Mariner Master Fund,
L.P. and Manatuck Hill Navigator Master Fund, L.P.

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at June 30, 2010, showed $2.49 million
in total assets, $2.54 million in total liabilities, and a
$45,852 stockholders' deficit.

As reported in the Troubled Company Reporter on March 8, 2010,
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, 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 of the Company's substantial recurring losses.


MEDICAL EDUCATIONAL: Court Decides on Chapter 11 Case Status Today
------------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico will convene a hearing today, October 19,
2010, at 9:00 a.m., to consider the dismissal or conversion of
Medical Educational and Health Services Inc.'s Chapter 11 case to
one under Chapter 7 of the Bankruptcy Code.

Party-in-interest Dr. Orlando Marini Roman raised the concern
whether Orestes Castellanos Rodriguez, the Company's president,
was authorized to sign the bankruptcy petition and whether failure
to have said authoization must result in the dismissal of the
Debtor's case.

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  Rafael Gonzalez
Velez, Esq., who has an office in San Juan, Puerto Rico, assists
the Debtor in its restructuring effort.  The Company estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.


MERUELO MADDUX: Investors Propose New Competing Plans
-----------------------------------------------------
Bankruptcy Law360 reports that equity holders and secured
investors of Meruelo Maddux Properties Inc. have proposed new
competing reorganization plans in an ongoing fight over the
bankrupt real estate company's future.

According to BankruptcyData.com, Legendary Investors Group No. 1
and East West Bank filed a Second Amended Plan of Reorganization
and Disclosure Statement.  According to the Disclosure Statement,
"The Plan provides for the reorganization of the Debtors' affairs
to create a strong, well managed and well-financed operation. The
Plan's foundation is an $80 million recapitalization via a $5
million cash infusion by Legendary, conversion of approximately
$65 million of the proponents' debt to equity and a $10 million
Rights Offering to Holders of MMPI Existing Common Stock as of the
Effective Date. Such Holders will be offered the right to purchase
up to a total of 2,202,500 additional shares of Reorganized MMPI
Common Stock, equal to a 10% stake in Reorganized MMPI."

                       About Meruelo Maddux

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


METALINK LTD: Receives NASDAQ Notice of Noncompliance
-----------------------------------------------------
Metalink Ltd. has received notification from The NASDAQ Stock
Market that it is no longer in compliance with the continued
listing requirements for The NASDAQ Capital Market (Rule
5550(a)(2)) as a result of the closing bid price per share of the
Company's ordinary shares falling below the minimum trading price
of $1.00 for thirty consecutive business days.

NASDAQ provided Metalink with a compliance period of 180 calendar
days, or until April 11, 2011, to regain compliance with the bid
price requirement before its shares will be delisted from NASDAQ.
Compliance is achieved if, at anytime before April 11, 2011, the
bid price of the Company's ordinary shares closes at $1.00 per
share or more for at least 10 consecutive business days.  At the
end of such compliance period, the Company may be afforded an
additional compliance period of 180 days if it meets the other
initial listing requirements of the NASDAQ Capital Market at that
time.

                         About Metalink

Metalink -- http://www.MTLK.com/-- shares trade on Nasdaq under
the symbol "MTLK".


MICHAELS STORES: Has Private Placement for $800MM of Senior Notes
-----------------------------------------------------------------
Michaels Stores Inc. and certain of its subsidiaries, as
guarantors, entered on Oct. 7, 2010, into a Purchase Agreement
with Deutsche Bank Securities Inc., Banc of America Securities
LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC,
relating to the sale of $800,000,000 aggregate principal amount of
its 7-3/4% Senior Notes due 2018.

The Notes will be sold through a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The Notes have not been registered under
the Securities Act or applicable state securities laws and may not
be offered or sold absent registration under the Securities Act or
applicable state securities laws or applicable exemptions from
registration requirements.

The Purchase Agreement contains customary representations,
warranties and agreements by the Company and indemnification
provisions whereby the Company and the Guarantors, on one hand,
and the Initial Purchasers, on the other, have agreed to indemnify
each other against certain liabilities.

The offering is expected to close on October 21, 2010, subject to
satisfaction of customary closing conditions.  The Company plans
to use the net proceeds from this offering, together with cash on
hand, to repurchase its outstanding 10% Senior Notes due 2014.

A full-text copy of the Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?6c92

                       About Michaels Stores

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

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

Michaels Stores carries a 'B3' Corporate Family Rating from
Moody's.  Moody's said the CFR reflects the Company's significant
financial leverage and weak credit metrics.  It also recognizes
Michaels' leadership position in the highly fragmented arts and
crafts segment, and its high operating margins.


MIDWEST BANC: 401(k) Plan Has Net Assets of $14.3MM at End of 2009
------------------------------------------------------------------
Midwest Banc Holding Inc. 401(k) Plan and Trust filed on October
15, 2010, an annual report on Form 11-K as of December 31, 2009.

The Plan's audited statements of net assets available for plan
benefits as of December 31, 2009, showed total net assets of
$14,255,852, consisting of total assets of $14,269,261 less
$13,409 representing adjustment from fair value to contract value
for fully benefit-responsive investment contracts.

The Plan is a defined contribution 401(k) plan covering all full-
time and part-time employees of Midwest Banc Holdings, Inc., and
its subsidiaries who have one month of service or its equivalent
and are age 19 or older.  It is subject to the provisions of the
Employee Retirement Income Security Act of 1974.

On May 14, 2010, Midwest Bank and Trust Company, the wholly-owned
bank subsidiary of the Company, was closed by the Illinois
Department of Financial and Professional Regulation, Division of
Banking and placed into receivership by the Federal Deposit
Insurance Corporation.  The Company's ownership interest in the
Bank represented substantially all of the Company's assets.  As a
result of the Bank's receivership and the termination of service
of all active participants, it is the Company's intention to
terminate the Plan and distribute all remaining assets to the
participants in 2010.

A full-text copy of the Form 11-K is available for free at:

               http://researcharchives.com/t/s?6c94

                        About Midwest Banc

Hindale, Ill.-based Midwest Banc Holdings is the holding company
for Midwest Bank and Trust Company.  The bank, however, became
subject to FDIC receivership on May 14, 2010.

Midwest Banc Holdings filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-37319) in Chicago on August 20, 2010.  Hinshaw &
Culbertson serves as bankruptcy counsel to the Debtor.  Midwest
Banc disclosed assets of $9,690,937 and debts of $144,746,169 as
of the bankruptcy filing.


MOBILE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Mobile Communications Holdings, Inc.
        4410 Massachusetts Ave, NW, Suite 385
        Washington, DC 20016

Bankruptcy Case No.: 10-01003

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Natalie S. Walker, Esq.
                  WEBSTER, FREDRICKSON, CORREIA & PUTH
                  1775 K Street, NW, Suite 600
                  Washington, DC 20006
                  Tel: (202) 659-8510
                  E-mail: nwalker@wfcplaw.com

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

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

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

The petition was signed by David Castiel, CEO.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ellipso, Inc.                          09-0148    02/25/2009


NATIONAL CENTURY: White, et al, Win Nod for Distribution of Funds
-----------------------------------------------------------------
In the NCFE Multi-District Litigation, Lead Plaintiffs Larry
White, Glenn Schrader, Donna Schrader, Laurie Davis and Gary Davis
jointly ask the Ohio Bankruptcy Court to:

  (1) authorize a procedure for distribution of settlement fund;

  (2) approve reimbursement of final administration expenses;
      and

  (3) approve the payment of certain incentive awards by
      their counsel, Vianale & Vianale LLP, to the Lead
      Plaintiffs.

The federal securities class action on behalf of shareholders of
e-Medsoft.com created a settlement fund of $400,000, plus accrued
interest, pursuant to a Court-approved stipulation and settlement.
As of June 30, 2010, the amount in the Settlement Fund, net of
prior payment of attorneys' fees and expenses and tax-related
payments, was $210,615, which is currently held in a segregated,
interest-bearing account invested pursuant to the Stipulation.

By this motion, the Plaintiffs ask the Court to approve payment
from the fund of outstanding settlement administrator's fees and
expenses of $78,661.  The Net Settlement Fund available for
distribution after these payments are made will be $131,954.  The
Plaintiffs also ask the Court to approve the determinations of the
Claims Administrator, Gilardi and Co. LLC, to accept and reject
the claims filed in the class action, and to direct distribution
of the Settlement Fund.

James E. Arnold, Esq., at James E. Arnold & Associates, LPA, in
Columbus, Ohio -- jarnold@arnlaw.com -- relates that to date,
Gilardi has received and processed 458 Proof of Claim forms in
accordance with the terms of the Stipulation and the Court-
approved Plan of Allocation.  Of the 458 claims received, 109
claims have been adjudged as payable claims.

Of the Proof of Claim forms received, 25 claims were postmarked
after the Court-approved deadline of July 1, 2009, Mr. Arnold
discloses.  He submits that it would be fair, reasonable and in
the interest of justice to allow the late claims to be eligible to
share in the Net Settlement Fund because no delay in the
processing or distribution of the Net Settlement Fund has resulted
from the processing of these late, but otherwise valid, claims.

Accordingly, the Plaintiffs ask the Court to approve the
administrative determination not to reject the claims submitted
after the July 1, 2009 deadline because of lateness.  However,
there must be a final cut-off date after which no late claims will
be accepted, and the Plaintiffs ask that the final cut-off date be
July 9, 2010.

Vianale & Vianale asks for permission to make incentive payments
of up to $750 each from the funds paid as attorneys' fees, and not
from the Settlement Fund, to Lead Plaintiffs Larry White, Glenn
Schrader and Donna Schrader.  Mr. Arnold asserts that Mr. White
and the Schraders remained active in the prosecution of the matter
for over five years, and each of the Lead Plaintiffs spent
considerable time in support of the litigation.

Mr. Arnold assures the Ohio Bankruptcy Court that since the
proposed incentive payments will be made by the counsel, the
payments will not diminish the Settlement Fund or reduce the
amount of money available to fund payments to the Settlement
Class.  Vianale & Vianale believes that a modest incentive payment
is warranted, in view of the time and effort required of Mr. White
and the Schraders.

              District Court Allows Distribution

District Court Judge James L. Graham granted the request and
appoints Gilardi & Co. LLC to serve as Escrow Agent for purposes
of making all distribution of payments.  He also authorizes
Vianale & Vianale to transfer the Settlement Fund to Gilardi for
distribution.

The District Court directs that all checks for distribution to
Authorized Claimants will bear the notation "Non-Negotiable After
90 Days," and that no check will be negotiated in the Settlement
Fund more than 120 days after the date of the check.

If there is any balance remaining in the Net Settlement Fund after
six months from the date of distribution, and if the amount of the
balance is determined by the Plaintiffs' Lead Counsel to be large
enough to fund the additional administration expense of a second
distribution, the Lead Counsel will reallocate the balance among
Authorized Claimants, but only to those claimants, who have cashed
their first distribution check, and would receive at least $10
from the second distribution.  Thereafter, any balance that still
remains in the Net Settlement Fund will be donated to an
appropriate non-profit organization selected by the Lead Counsel.

                 Court Grants Summary Judgment
                      to JP Morgan Chase

District Court Judge James L. Graham granted JP Morgan Chase Bank,
N.A.'s request for summary judgment on all of Plaintiffs Amedisys,
Inc., et al.'s claims in their second lawsuit against JPMorgan, et
al., pending in the Louisiana state court.

The Amedisys claims involve a dispute over $7.3 million worth of
accounts receivable allegedly transferred from Amedisys to bank
accounts owned by NPF VI, a subsidiary of National Century
Financial Enterprises, Inc., and held at JPMorgan.  A similar
dispute was litigated in Ohio Bankruptcy Court following the
collapse of National Century, and it reached the Sixth Circuit on
appeal.

According to JPMorgan, the claims in the Louisiana lawsuit are
barred by res judicata because Amedisys' rights vis-a-vis JPMorgan
were resolved in the Ohio bankruptcy case.  Judge Graham agreed
with JPMorgan's stand, and hence, granted its motion for summary
judgment.

                       Amedisys Appeals Ruling

Amedisys, Inc., and certain of its affiliates notified the U.S.
District Court for the Southern District of Ohio that it will take
an appeal to the United States Court of Appeals for the Sixth
Circuit from the opinion and order entered by District Court Judge
James L. Graham granting JP Morgan Chase Bank, N.A.'s request for
summary judgment on all of Plaintiffs Amedisys, Inc., et al.'s
claims in their second lawsuit against JPMorgan, et al., pending
in the Louisiana state court.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NAZIA ROSEHILL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Nazia Rosehill Holding LLC
        9630 Rosehill Road
        Lenexa, KS 66215

Bankruptcy Case No.: 10-23481

Chapter 11 Petition Date: October 7, 2010

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

Debtor's Counsel: J. Aaron Cook, Esq.
                  GHAFOOR COOK & ASSOCIATES
                  136 E Walnut, Suite 300
                  Independence, MO 64050
                  Tel: (816) 373-7379
                  Fax: (816) 222-0757
                  E-mail: bankruptcy@ghafoorcook.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
------                   ---------------        ------------
Johnson County Treasure   Property Tax           $82,473
111 S Cherry St
Olathe, KS 66061

The petition was signed by Nazia Memon, manager/member.


NEW BERN: Asks for Oct. 30 Extension of Plan Filing Exclusivity
---------------------------------------------------------------
New Bern Riverfront Development, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of North Carolina to further extend
its exclusive periods to (i) file a plan and explanatory
disclosure statement and; (ii) obtain confirmation of the plan.

The Debtor wants its plan proposal period extended until
October 30, 2010, and its exclusive period to confirm a plan of
reorganization extended until December 30, 2010.

The Company says its Chapter 11 case involves the resolution of
two primary issues: (i) the sale of existing residential
condominium units, and (ii) settlement or trial of pending
litigation which has been removed from the state court, each which
can be expected to take a substantial period of time to complete.
Sales have not progressed at the rate expected by the Debtor,
resulting in an inability to fund the pending litigation and
special counsel for the Debtor has now filed a motion for leave to
withdraw from further representation.

To complete the discussions and tailor any proposed plan in light
of these developments, the Debtor requests a third extension for
an additional 60 days in order to finalize the proposed plan and
disclosure statement.

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW LEAF: Completes $2 Million Sale of Bridge Notes & Warrants
--------------------------------------------------------------
New Leaf Brands Inc. said it completed on October 12, 2010, a unit
offering of an aggregate of $2,010,227 -- including the $1,652,273
reported on September 24, 2010 -- of its bridge notes and warrants
to accredited investors.  The bridge notes were sold at an
Original Issue Discount of 12%, and have a 90-day maturity.

Each Unit sold consisted of $1,000 principal amount of 12% OID
Notes, and warrants to purchase 1,200 shares of common stock at
$0.25 per share.  The company sold 2,412,273 warrants to the
accredited investors in conjunction with this offering.

Hudson Securities Inc. acted as exclusive placement agent for the
offering and received a fee of $88,920 in cash and 266,760
warrants in conjunction with the offering.

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company's balance sheet at June 30, 2010, showed $5.92 million
in total assets, $7.39 million in total liabilities, and a
$1.47 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010, Mayer
Hoffman McCann P.C., in Phoenix, Ariz., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has a working capital
deficiency, was not in compliance with certain financial covenants
related to debt agreements, and has a significant amount of debt
maturing in 2010.


OLD COLONY: Blames Demise on Steep Loan Interest Rate
-----------------------------------------------------
Old Colony LLC filed for Chapter 11 protection on October 11 in
Boston (Bankr. D. Mass. Case No. 10-21100).

Old Colony owns the 83-room Inn at Jackson Hole resort in Teton
Village, Wyoming.  It purchased the property for $26 million in
May 2007.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the first and second mortgages are in default.  Wells
Fargo NA is owed $17.5 million on the first mortgage, while JH
Lending Trust has the $3.5 million second mortgage.

Old Colony blames its problems in part on the second mortgage,
which carries interest at 15% a year.


OPEN TEXT: S&P Raises Corporate Credit Rating to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Waterloo, Ont.-based enterprise
software provider, Open Text Corp. to 'BB+' from 'BB'.  The
outlook is stable.  At June 30, the company had US$300 million of
reported debt outstanding.

At the same time, S&P raised its issue-level rating on the
company's US$465 million senior secured facilities by one notch to
'BBB' from 'BBB-', reflecting the higher corporate credit rating.
The facilities comprise a US$75 million operating revolver due
2011 and a US$390 million term loan due 2013.  The recovery rating
on these facilities is unchanged at '1', reflecting S&P's
expectation of a very high (90%-100%) recovery in the event of
default.

"The upgrade reflects S&P's view of Open Text's solid market
position, and improved profitability despite difficult market
conditions, as well as the company's demonstrated success at
integrating acquisitions," said Standard & Poor's credit analyst
Madhav Hari.

Given its improved size from recent acquisitions, healthy cash
generation from substantial recurring maintenance revenue, and
strong liquidity position, S&P expects Open Text to be able to
accommodate its near-term growth strategy such that adjusted debt
leverage stays within the 2x-3x range.  These credit metrics are
appropriate for the ratings, in S&P's opinion.

The ratings on Open Text are constrained by the highly competitive
and consolidating technology marketplace in which the company
operates, characterized by large, more-integrated suppliers; the
company's narrow business risk profile; still-moderate, albeit
steadily improving, scale; and the prospect of moderating organic
growth, owing to what S&P considers still-weak IT spending and a
moderately acquisitive growth strategy.  S&P believes these
factors are partially offset by Open Text's healthy market
position within a niche segment of the broader software industry;
ongoing demand for compliance-driven content management solutions;
its large base of recurring software maintenance revenue;
reasonable customer and geographic diversity; healthy operating
margins compared with that of other enterprise software peers; and
a history of generating healthy free cash flow.

Open Text is the world's largest independent enterprise content
management software provider targeting large Global 2000
enterprise customers.  The company's products and services are
used by about 46,000 customers and millions of users in 114
countries, and it retains a strong presence in the
manufacturing/high technology, energy, government, pharma/life
sciences, and financial services sectors.  ECM software license
and support services (an estimated US$3.5 billion-plus addressable
market) help large businesses capture, store, and manage
unstructured corporate data.

The stable outlook on Open Text reflects what Standard & Poor's
views as relatively stable near-term demand for ECM software, a
meaningful base of recurring maintenance revenue, improved scale,
and traction with key channel partners such as SAP (and
increasingly Oracle), which should help the company sustain its
profitability and credit profile.  Despite relatively conservative
credit metrics, an upgrade is constrained by Open Text's
relatively narrow business risk profile and still-moderate scale.
S&P could lower the rating on the company if it adopts a more
aggressive financial policy, including debt-financed acquisitions,
which could push adjusted debt leverage in excess of 3x, or if
experiences a market share loss compared with its rivals.


ORLEANS HOMEBUILDERS: CEO Leaving Post After $700,000 Payment
-------------------------------------------------------------
Orleans Homebuilders Inc. has struck a deal that would hand its
chief executive and chairman of the board $700,000 in exchange for
him giving up his role in the company, DBR Small Cap reports.

According to the report, Jeffrey P. Orleans has agreed to leave
the business his grandfather founded, according to court papers.
He has been with the company for 40 years, serving as its CEO and
chairman of the board since 1986, and adding the responsibilities
of president in the fall of 2009 as well.  The report relates that
Orleans Homebuilders is poised to implement a reorganization plan
that would hand most of the stock in the new Orleans Homebuilders
to current majority holders of the company's pre- and post-
bankruptcy secured debt.

Creditors are voting on that restructuring proposal, following the
court's approval earlier this month of the company's disclosure
statement, or plan outline, the report notes.

                    About Orleans Homebuilders

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

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


PACIFIC AVENUE: Panel Gets OK to Tap O'Dea & Vann as Counsel
------------------------------------------------------------
The Official Consolidated Committee of Unsecured Creditors of
Pacific Avenue, LLC, et al., sought and obtained authorization
from the Hon. George R. Hodges of the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Dennis O'Dea and
Christopher M. Vann as bankruptcy counsel, effective September 10,
2010.

Messrs. Dennis and Vann will, among other things:

     a. take necessary action on behalf of the Committee to
        protect and preserve the collective interests of the
        unsecured creditors in the Debtors' bankruptcy estates;

     b. prepare and file on behalf of the Committee all
        applications, answers, orders, reports, motions and
        notices in these cases;

     c. appear before the Court, and other courts as may be
        appropriate, to represent the interests of the Committee
        in matters that require representation and to represent
        and assist the Committee in negotiations with other
        parties in interests in the cases; and

     e. perform other legal services for the Committee as may be
        necessary in the cases.

Mr. O'Dea will be paid $350 per hour for his services, while
Mr. Vann will be paid $225 per hour.

Messrs. O'Dea and Vann assured the Court that they are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

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

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


PACIFIC AVENUE: Taps James McElroy as Counsel in Regions Bank Case
------------------------------------------------------------------
Pacific Avenue, LLC, et al., ask for authorization from the
Western District of North Carolina to employ James McElroy &
Diehl, P.A., as the Debtors' counsel in the adversary proceeding
pending between the Debtors and Regions Bank.

JMD represented, prepetition, the Debtors in investigating and
filing a complaint against Regions Bank.  To the extent required,
JMD will represent the Debtors in any matters in the Debtors'
bankruptcy case that may be related to the Adversary Proceeding.

The hourly rates of JMD's personnel are:

     Partners                      $225-$425
     Associates                    $150-$215
     Paraprofessionals               $100

The primary attorneys and paralegals expected to represent the
Debtors and their respective hourly rates are:

     Gary S. Hemric, Partner           $400
     Jared E. Gardner, Partner         $350
     Kristen E. Finlon, Associate      $195

Jared E. Gardner, Esq., a member of JMD, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

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

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


POPULAR LIFE: AM Best Upgrades Issuer Credit Rating to "bb+"
------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating to "bb+" from
"bb" and affirmed the financial strength rating of B (Fair) of
Popular Life Re (San Juan, Puerto Rico).  The outlook for both
ratings has been revised to stable from negative.  Popular Life Re
is a life reinsurance subsidiary of Popular Inc., a publicly
traded bank holding company based in Puerto Rico.

The rating upgrade of the ICR reflects Popular Life Re's continued
statutory operating earnings in recent years and the maintenance
of solid capitalization ratios.  While premium volume declined in
recent years, reflecting the downturn in the Puerto Rican economy,
the company's business volume has stabilized.  In addition, A.M.
Best believes premium volume will increase should the local
economy continue to improve and loan origination activity
increases.

A.M. Best believes Popular Life Re is an important subsidiary, as
it represents an extension of Popular Inc.'s well established
insurance agency business, which operates under the brand Popular
Insurance.  Popular Life Re reinsures a portion of credit policies
on consumer loans originated at Banco Popular de Puerto Rico, as
well as personal accident and health policies underwritten by
unaffiliated carriers.

While A.M. Best believes the financial condition of Popular Life
Re is secure, its ratings reflect the continued weak financial
condition of Popular Inc., although some improvements in liquidity
and capital are noted.  The organization continues to work through
loan delinquencies at each of its banks, and nonperforming assets
are still increasing.  Though losses have lessened, Popular Inc.
has not yet regained profitability.  A.M. Best expects that
economic stresses experienced in Puerto Rico will pressure the
pace of improvement over the near-to-intermediate term.


PRECISION OPTICS: Investors Extend Note's Due Date to November 15
-----------------------------------------------------------------
Precision Optics Corporation Inc. on June 25, 2008, entered into a
Purchase Agreement, as amended between Dec. 11, 2008, and
September 15, 2010, with certain accredited investors pursuant to
which it sold an aggregate of $600,000 of 10% Senior Secured
Convertible Notes.

On Oct. 15, 2010, the Investors amended the Notes to extend the
"Stated Maturity Date" to November 15, 2010.  The Company believes
the Investors will continue to work with its Company to reach a
positive outcome on the Note repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

                        Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company reported a net loss of $660,882 on $3.1 million of
revenue for fiscal 2010, compared to a net loss of $992,135 on
$3.5 million of revenue for fiscal 2009.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.

The Company's balance sheet at June 30, 2010, showed $1.9 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $164,249.


QUALITY DISTRIBUTION: Moody's Keeps 'Caa1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Quality
Distribution LLC to positive from stable.  All existing ratings,
including the corporate family rating Caa1, have been affirmed.

The positive rating outlook considers that better volumes,
initially evidenced in the first half of 2010, could improve free
cash flow generation from relatively low levels.  Loads grew 4%,
year-over-year, during the first six months of 2010 (9% during the
second quarter of 2010).  Increased working capital growth
prevented flow-through of higher volumes to free cash but working
capital should stabilize in the second half of 2010.  Planned low
capital spending and Quality's net operating loss tax shield
further support the debt reduction potential.  Material debt
reduction in the second half of 2010 and expectation of a 5% free
cash flow to debt ratio over the intermediate-term could trigger a
ratings upgrade.  (As of June 30, 2010 free cash flow to debt was
about 1%.)

The affirmed Caa1 corporate family rating continues to reflect
high financial leverage, low asset coverage, and limited free cash
flow against an adequate liquidity profile and Quality's strong
position within its niche.  While the rating encompasses that
Quality's decreasing ownership of tractors / terminals and greater
dependence on affiliates for these transport assets could limit
future earnings declines, affiliates could also gain bargaining
power, customer retention issues could more quickly develop in a
stress scenario, and the need to financially support affiliates
represents a potential liability.

The affirmed ratings are:

  -- Corporate family and probability of default, Caa1

  -- $16 million 9% subordinated notes due November 2010 Caa3, to
     LGD 6, 90% from LGD 5, 89%

Moody's last rating action on Quality occurred October 22, 2009,
when, following a limited default on the 9% subordinated notes due
November 2010, the probability of default rating was changed to
Caa1/LD from Caa3.  (The LD designation was subsequently removed.)

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

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2009 revenues were $614 million.  Apollo Management,
L.P., owns approximately 52% of the common stock of Quality
Distribution, Inc.


RADIENT PHARMACEUTICALS: Defaults Under 12% Convertible Notes
-------------------------------------------------------------
Radient Pharmaceuticals Corporation said it incurred a Trigger
Event on the 12% Convertible Notes issued in first and second
quarter of 2010 due to its failure to have the related
registration statement declared effective by June 1, 2010.

The Company filed on Sept. 7, 2010, an Event of Default under
those same notes occurred since it did not hold the related
shareholder meeting by August 31, 2010.  Once an Event of Default
occurs, the note holders can declare the full amount of the note
automatically due and payable.  The Company submitted a letter
requesting the note holders waive such default and give us until
November 15, 2010 to hold the related shareholder meeting.  Many
of the note holders have already agreed to such waiver.  However,
as a reporting company, the Company required to report any events
that accelerate or increase a direct financial obligation.
Therefore, although the note holders waived the defaults and no
other remedy is available pursuant to an additional default.

The first interest payment, and an additional agreed upon
installment payment, for the notes issued in the last three
closings of the financings the Company completed in the first and
second quarter of 2010 are due this month; the failure to make
such payment constitutes an Event of Default.  Under the terms of
the Notes, this Event of Default causes a Trigger Event.  However,
under the terms of the Notes, only two Trigger Events shall be
applied.   Upon the occurrence of a Trigger Event, the outstanding
balance of the Notes shall immediately increase to 125% of the
then owing principal balance and interest shall accrue at the rate
of 18% per annum thereafter.  As previously disclosed, the Company
increased the balance of the Notes and raised the interest to 18%
on June 1, 2010; the Company also increased the principal balance
of the Notes pursuant to the terms of the Waiver and expect the
remaining note holders to sign the waiver so that they too can
receive the additional raise in principal.

The Company said, "We received additional comments from the SEC
on October 7, 2010 and had discussions with the SEC reviewers
handling our filings to further enhance our understanding of the
comments to ensure complete and accurate responses thereto.  As
disclosed in the 8-K that we filed on October 5, 2010, we
tentatively set November 15, 2010 as the new annual meeting date
and October 13, 2010 as the related record date.  We anticipate
meeting these dates and finally being able to hold the shareholder
meeting and obtain the shareholder approval we need."

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


RICHARD GETTY: U.S. Trustee Unable to Appoint Creditors Committee
-----------------------------------------------------------------
Virginia A. Burdette, the U.S. Trustee for Region 18, is unable to
appoint members to the Official Committee of Unsecured Creditors
in Richard K. Getty's Chapter 11 cases.

Despite efforts to contact eligible unsecured creditors, the U.S.
Trustee has not received a sufficient number of creditors willing
to serve on a committee of unsecured creditors.

Tacoma, Washington-based Richard K. Getty filed for Chapter 11
bankruptcy protection on July 26, 2010 (Bankr. W.D. Wash. Case No.
10-46061).  James L. Day, Esq., Bush Strout & Kornfeld, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $50 million to $100 million in its Chapter
11 petition.


RICHARD MUNSON: Court Dismisses Credit Union Suit Over Land Rover
-----------------------------------------------------------------
The Hon. Susan Pierson Sonderby dismissed the lawsuit Consumers
Cooperative Credit Union, v. Richard J. Munson and Lida Downey
a/k/a Lida Downey Munson, Adv. Proc. No. 10-A-00218 (Bankr. N.D.
Ill.).

In August 2005, the Munsons purchased a 2005 Land Rover.  The
purchase was financed through a $58,274 loan from the Credit
Union.  On September 17, 2009, the Credit Union filed suit in the
Circuit Court of Cook County to recover the Land Rover and direct
the Defendants to execute the appropriate application with the
Illinois Secretary of State to have the Credit Union's lien
perfected.  On December 7, 2009, the state court entered a
"Judgment in Detinue", stating, inter alia, that the Credit Union
had established a right to possession of the Land Rover and
ordering Debtors to return it to the Credit Union within fourteen
days.  The order further provided that the case was continued to
January 11, 2010 "for status on the return of the collateral."
According to the Credit Union, the Debtors failed to comply with
the state court order.  The Credit Union filed the adversary
complaint to implement the state court order.  The Credit Union
requested an order determining that the debt owed to it by Debtors
is nondischargeable under Sections 523(a)(2)(A) and (a)(6).

The Court, however, noted that the Debtors paid -- subsequent to
their August 2005 promise to perfect the Credit Union's lien --
over $47,900 (i.e., over 82%) of the $58,274.54 loaned by the
Credit Union for the purchase of the Land Rover.  While intent may
be alleged generally, there is no allegation in the complaint of a
present intention not to perform the promise to perfect the Credit
Union's lien, and the facts alleged in the complaint do not
plausibly suggest such an intent.  Under the circumstances, the
Credit Union has failed to state a plausible claim for relief
under Section 523(a)(2)(A), the Court said.

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

             http://www.leagle.com/unsecure/page.htm?shortname=inbco20100917602

Richard J. Munson and Lida Downey, aka Lida Downey Munson, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-01559) on January 16, 2010.  Gregory K. Stern, Esq., in
Chicago, serves as bankruptcy counsel.  The Munsons listed
$1,287,775 in assets and $2,185,870 in debts in their petition.


RITE AID: 401(k) Plan Blackout Period Starts November 15
--------------------------------------------------------
Rite Aid Corporation provided on October 15, 2010, a notice to
its directors and executive officers informing them of a blackout
period for The Rite Aid 401(k) Plan, the Rite Aid 401(k)
Distribution Employees Savings Plan and the Rite Aid Services,
L.L.C., 401(k) Plan, and the trading restrictions that apply to
them during the blackout period.

The blackout period is required to facilitate the elimination of
the Rite Aid Company Stock Funds as an investment option under the
401(k) plans, and the liquidation of shares of Rite Aid company
stock currently held in the Company Stock Funds, which liquidation
was directed to be undertaken by the trustee of the Company Stock
Funds for the 401(k) plans.

The blackout period will begin on November 15, 2010 at 4:00 p.m.
and will end on December 3, 2010 at 4:00 p.m.  During the Blackout
Period, participants in the 401(k) plans will be unable to direct
or diversify investments in the Company Stock Funds, or obtain a
distribution, including a hardship distribution or in-service
withdrawal, from the portion of the participants' accounts
invested in the Company Stock Funds.

                       About Rite Aid Corp.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

The Company's balance sheet at May 29, 2010, showed $8.0 billion
in total assets, $9.7 billion in total liabilities, and
$1.7 billion in stockholders' deficit.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RIVER ROAD: Seeks to Appeal Ruling Favoring Credit Bidding
----------------------------------------------------------
Bankruptcy Law360 reports that River Road Hotel Partners LLC has
sought approval to appeal a judge's order that denied the
Company's request for Chapter 11 plan sale procedures that would
have blocked lenders from credit bidding on assets.

River Road filed a motion for certification of its appeal on
Thursday in the U.S. Bankruptcy Court for the Northern District of
Illinois, Law360 says.

                   About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


SABRA HEALTH: Moody's Assigns 'B2' Rating on Senior Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the
prospective senior unsecured notes offering of Sabra Health Care
REIT, Inc. Moody's has also assigned a B2 corporate family rating
to Sabra.  The rating outlook is stable.  This is the first time
Moody's has rated Sabra.

These ratings were assigned with a stable outlook:

* Sabra Health Care REIT, Inc. -- corporate family rating at B2.

* Sabra Health Care Limited Partnership -- prospective senior
  unsecured debt rating at B2.

                        Ratings Rationale

Sabra Health Care REIT's B2 corporate family and senior unsecured
ratings reflect the REIT's small size, early stage of growth, and
100% tenant concentration with SHG Services, Inc. (corporate
family rating of B1).  SHG is a wholly-owned subsidiary of Sun
Healthcare Group and will comprise the operating assets of Sun
following the planned restructuring of the company.  Sabra will
own substantially all of Sun's owned real estate.  Sabra's heavy
concentration in skilled nursing facilities is also a key credit
concern as this sector is heavily dependent on government
reimbursements.  Positively, Moody's notes that the REIT's
portfolio is reasonably diversified across 19 states, which
reduces its exposure to severe budget cuts from any one state.

Following the separation from Sun (expected to occur in late
2010), Sabra is expected to be capitalized with modestly high
overall and secured leverage levels.  The REIT's liquidity is
anticipated to consist of a new $100 million secured revolver and
about $60 million cash and it will have negligible near-term debt
maturities.  Net proceeds from Sabra's planned $225 million senior
unsecured notes offering due 2018 will be used, together with cash
from Sun, to redeem Sun's existing 9.125% senior subordinated
notes.  Moody's notes that Sabra will have limited cushion on its
interest coverage and unencumbered asset bond covenants until it
achieves accretive growth.

Positively, Moody's notes that Sabra's long-term triple net master
leases with Sun are structured with solid EBITDAR coverage (1.6x),
which should support stable cash flows.  Furthermore, while Sabra
is a new company that has yet to demonstrate a track record, the
new management team is small, but highly seasoned with public
company, healthcare and real estate experience.  This experience
should help the REIT as it looks to grow and diversify its
portfolio by tenant, geography and property sub-type.

The stable outlook reflects Sabra's predictable cash flow from its
long term triple net leases and negligible debt maturities until
2013.  These positives help to offset limited financial
flexibility as the REIT looks to grow and diversify its asset
base.

Moody's indicated that a rating upgrade would be difficult in the
short-term, but would likely reflect increased size (gross assets
above $800M), reduced tenant concentration (largest tenant<80% of
revenues), fixed charge coverage closer to 2.5x and effective
leverage below 50% of gross assets.

Negative rating pressure would likely result from sustained,
substantial deterioration in EBITDAR coverage ratios, fixed charge
coverage below 2.0x on a sustained basis, or material increases in
secured debt, which could create subordination and pressure on the
senior unsecured debt rating.

This is the first time Moody's has rated Sabra Health Care REIT,
Inc.

Sabra Health Care REIT, Inc., a wholly owned subsidiary of Sun
Healthcare Group, Inc., will own substantially all of Sun's
currently owned real property assets and will lease those assets
to Sun following the planned restructuring.  The shares of Sabra
common stock are expected to trade on the NASDAQ Global Select
Market under the symbol "SBRA." Sabra intends to qualify and elect
to be treated as a real estate investment trust for U.S. federal
income tax purposes commencing with its taxable year beginning on
January 1, 2011.


SABRA HEALTH: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary 'B'
corporate credit ratings to Sabra Health Care REIT Inc., its
operating partnership, Sabra Health Care L.P., and Sabra Capital
Corp. Additionally, S&P assigned a preliminary 'B' rating and '3'
recovery rating to Sabra's proposed $225 million senior unsecured
notes.  The preliminary '3' recovery rating indicates S&P's
expectation for a meaningful (50%-70%) recovery for noteholders in
the event of a payment default.  (The preliminary ratings are
subject to the completion of a separation transaction.) The
outlook is stable.

"S&P's 'B' rating on Sabra reflects the company's comparatively
small health care portfolio relative to peers, significant tenant
concentration, and modest room under its debt covenants," said
credit analyst George Skoufis.  "Sabra will be a newly formed
entity with no historical track record operating as a public
company.  These factors offset Sabra's geographic diversity, long-
term leases, and lack of debt maturities until 2013.  S&P view the
company's business risk profile as weak and the financial risk
profile as aggressive."

The outlook is stable.  S&P expects cash flow to be stable based
on the sound rent coverage and long-term nature of the leases,
which should support current debt protection measures.  S&P also
assume that Sabra will pursue and fund growth in a leverage-
neutral manner.  S&P would lower its ratings on Sabra if the
company were to aggressively pursue acquisitions, such that its
derived FCC for the company declines from current levels or
covenant pressures arise.  While S&P views an upgrade as unlikely
in the near term, S&P would consider raising the rating if Sabra
can execute on its acquisition and diversification strategy while
also building its covenant cushion and achieving an adequate
liquidity profile.


SEAGATE TECHNOLOGY: Fitch Puts 'BB+' Rating on Negative Watch
-------------------------------------------------------------
Fitch Ratings has placed the ratings of Seagate Technology Public
Limited Company and its wholly owned subsidiaries on Rating Watch
Negative following the company's announcement that it hired legal
and financial advisors to review a preliminary leveraged buyout
offer and other strategic alternatives, both of which could
potentially result in substantial increases in leverage.
Approximately $2.2 billion of total debt is affected by Fitch's
action.

Fitch expects to resolve the Rating Watch Negative after Seagate
concludes its review of the preliminary LBO offer and other
strategic alternatives.

Fitch notes that the indentures governing all of Seagate's
outstanding debt include change of control provisions.  Under the
provisions, Seagate is required to offer to purchase all of the
outstanding debt at 101% of par value plus accrued interest in the
event a person acquires more than 50% of the company's voting
stock, which results in a rating downgrade within 60 days of
consummating the change of control.

Lastly, Fitch has withdrawn the Issuer Default Rating of 'BB+' for
Seagate Technology US Holdings since the entity redeemed all
public debt.

Fitch currently rates Seagate and its wholly owned subsidiaries:

Seagate

  -- IDR 'BB+'.

Seagate HDD Cayman

  -- IDR 'BB+';
  -- Senior unsecured debt 'BB+'.

Seagate Technology International

  -- IDR 'BB+';
  -- Secured second lien notes 'BBB-'.


SEAGATE TECHNOLOGY: Private Deal Won't Affect Moody's 'Ba1' Rating
------------------------------------------------------------------
In an 8-K filing, Seagate announced that it is in discussions with
an unnamed party that has expressed preliminary interest regarding
a potential going private transaction.  Given that there is no
guarantee that the company will receive and/or accept a formal
offer regarding a transaction, the company's Ba1 CFR is not
impacted.  However, Moody's will continue to monitor the potential
take-private developments, and to the extent Seagate were to
announce a definitive transaction, the eventual outcome of the
company's ratings would depend on the amount of additional debt
that would be used to purchase the company.

The last rating action was on April 29, 2010, when Moody's raised
Seagate's CFR to Ba1 with a stable outlook.

With headquarters in Scotts Valley, CA, and revenues of
$11.4 billion for the fiscal year ended July 2, 2010, Seagate is
a global leader in the design, manufacture and marketing of disk
drive products used as the primary medium for storing electronic
information in systems ranging from personal computers and
consumer electronics to data centers.


SEAGATE TECHNOLOGY: S&P Puts 'BB+' Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings
on Seagate Technology and its subsidiaries, including the 'BB+'
corporate credit rating, on CreditWatch with negative
implications.

Seagate's announcement that it is considering the indication of
interest for a going-private transaction, and that the board is
considering it as well as other strategic alternatives, increases
the likelihood that some recapitalization event could occur, in
S&P's opinion.

"Given the early stage of the evaluation process, there is a wide
range of outcomes with respect to a downgrade of the company,"
said Standard & Poor's credit analyst Lucy Patricola.  "For
example, a going-private transaction could result in S&P's
lowering the corporate credit rating to the 'B' category.

At the opposite end of the range, ratings would remain unchanged
if the company's current capitalization does not change.
Additionally, there is some capacity within the current rating for
a modest increase in leverage should the company pursue a
leveraging transaction to enhance shareholder value.  Given the
uncertainties with respect to the final capital structure, all
issue-level ratings are on CreditWatch Negative.

S&P will monitor developments as the company evaluates its
strategic alternatives and will update the rating as necessary.
In the event the company pursues a going-private transaction, S&P
may lower the rating prior to final resolution.


SEALY CORP: Marketing VP Acquires 73,062 Unrestricted Shares
------------------------------------------------------------
Jodi Allen, Sealy Corporation senior vice-president for Marketing,
disclosed in a Form 4 filing with the Securities and Exchange
Commission that on Oct. 14, 2010, the restrictions lapsed on
108,160 restricted shares of Sealy Corp. common stock.  That lapse
was settled with Ms. Allen receiving 73,062 unrestricted shares
and surrendering 35,098 shares to Sealy Corp. for the payment of
tax liabilities in connection with the lapse.  Following the
transaction, Ms. Allen may be deemed to directly hold 380,375
common shares.

According to Ms. Allen's filing, the initial grant was for 400,000
restricted stock units with an annual growth rate of 8% until
vested.  The grant vests on an annual basis over 4 years.  As a
result of the 8% growth rate, if fully vested, will results in
488,535 shares of Sealy common stock.

In a separate Form 4 filing, Sealy Corp. director John B. Replogle
disclosed that on October 13, 2010, he acquired 18,000 restricted
stock units.  Each restricted stock unit represents a contingent
right to receive one share of Sealy common stock.  The grant is
for 18,000 restricted stock units with 1/3 vesting on Oct. 13,
2011, 1/3 vesting on Oct. 13, 2012 and the final 1/3 vesting on
Oct. 13, 2013.

Sealy director Deborah G. Ellinger disclosed in a Form 3 filing
that she doesn't hold any company securities.

The number of shares of Sealy common stock outstanding as of
September 21, 2010, was 97,494,390.

                        About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total
current liabilities, $749.66 million in long-term obligations,
$58.00 million in other liabilities, $875,000 in deferred
income tax liabilities, and a stockholders' deficit of
$95.43 million.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEVERN BANCORP: Reports $485,000 net Profit in Third Quarter
------------------------------------------------------------
Severn Bancorp Inc. announced results for the quarter and nine
months ended September 30, 2010.  Net income for the third quarter
was $485,000 compared to net loss of $4.4 million per share for
the third quarter of 2009.  Net income was $550,000 for the nine
months ended September 30, 2010, compared to net loss of $12.6
million for the nine months ended September 30, 2009.

At September 30, 2010, Severn's regulatory capital ratios
continued to exceed the levels required to be considered "well
capitalized" under applicable federal banking regulations,
including its core ratio of approximately 12.1% compared to the
regulatory requirement of 5% for "well capitalized" status.

"While we are pleased to report a modest profit for the third
quarter compared to last year's third quarter loss, it is clear
that economic conditions remain challenging," said Alan J. Hyatt,
president and chief executive officer.  "Despite the disruptions
in our industry and the overall economy we are continuing our
strategy to provide full service banking to our customers."  Mr.
Hyatt continued "We are confident that we are the best choice for
Anne Arundel County residents who are seeking a financial
institution that provides sound banking products and excellent
customer service, as well as a commitment to reinvest in our
community."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6c99

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SIMON WORLDWIDE: Panel Approves Dismissal of BDO USA as Accountant
------------------------------------------------------------------
Simon Worldwide Inc. said BDO USA LLP, formerly known as BDO
Seidman LLP, was dismissed as the independent registered public
accounting firm of Simon Worldwide Inc.  The dismissal of BDO was
approved by the Company's Audit Committee.

The reports of BDO on the Company's financial statements as of and
for the fiscal years ended December 31, 2009 and 2008 did not
contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to audit scope or accounting
principle.  With respect to qualifications as to uncertainty, the
reports of BDO on the Company's financial statements as of and for
the fiscal years ended December 31, 2009 and 2008 each noted that
such financial statements had been prepared based on the
assumption that the Company would continue as a going concern,
that there is doubt about the Company's ability to continue as a
going concern, and that such financial statements did not include
any adjustments that might result from the outcome of this
uncertainty.

During the Company's fiscal years ended December 31, 2009 and 2008
and through October 8, 2010 there were no disagreements with BDO
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to the satisfaction of BDO would have caused them to
make reference to the subject matter of the disagreement in
connection with their reports on the financial statements for such
years. During the Company's fiscal years ended December 31, 2009
and 2008 and through October 8, 2010 there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company's Audit Committee engaged Ernst & Young LLP as its new
independent registered public accounting firm to audit the
Company's financial statements for the Company's fiscal year
ending December 31, 2010.  The decision to engage Ernst & Young
LLP as the Company's independent registered public accounting firm
was the result of a competitive selection process.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SIMON WORLDWIDE: Burkle's Overseas Toys Has $11-Mil. Buyout Offer
-----------------------------------------------------------------
Overseas Toys, L.P., which is owned by Ronald Burkle's The Yucaipa
Companies, on October 13 announced its intent to commence a
Qualified Offer to acquire all of the outstanding shares of common
stock of Simon Worldwide, Inc., par value $0.01 per share, not
owned by Overseas Toys.

In a letter to the members of the Board of Directors of Simon
Worldwide, Robert P. Bermingham, its Secretary, said, "We believe
that Simon's Liquidation Value is equal to $11,841,000 in the
aggregate. . . .  This aggregate Liquidation Value of $11,841,000
would result in a per share amount to be received by the
shareholders upon liquidation of approximately $0.23 (based upon
the 50,611,879 shares of Common Stock reported as being issued and
outstanding as set forth in Simon's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 13,
2010).  We are prepared, however, to offer $0.25 per share of
Common Stock in our potential Qualified Offer."

"We believe that the price of $0.25 per share proposed to be paid
in our anticipated Qualified Offer is fair to the other
shareholders of Simon, and represents a premium of approximately
7% over the amount per share we believe the shareholders would
receive upon a liquidation of Simon.  A per share offer price of
$0.25 for the Common Stock would represent a premium of
approximately 3% over the per share amount of total Company
stockholders' equity as of June 30, 2010 as reported on the Most
Recent 10-Q.  It also represents premiums of approximately 6% and
4% over the closing price and the 50-day moving average closing
price, respectively, of Simon's Common Stock as reported on the
Pink Sheets on October 13, 2010.

"We propose to make a Qualified Offer that is not subject to any
financing or due diligence contingencies or to any other
conditions other than those that are reasonable and customary for
similar transactions; provided, that the Board and the Independent
Directors approve our proposed Liquidation Value within the time
period specified in the Recapitalization Agreement.  The potential
Qualified Offer will be subject to compliance with all applicable
federal and state laws and regulatory requirements.

"There can be no assurance that a Qualified Offer will be
commenced by us or, if commenced, will be successfully
consummated.  The foregoing summarizes our current intentions only
and should not be construed as an offer to purchase any shares of
Common Stock.  If there is mutual agreement as to the Liquidation
Value and the other terms of a Qualified Offer, a Qualified Offer
would only be commenced by means of a tender offer statement to
the holders of Common Stock and our filing of a Schedule TO with
the Securities and Exchange Commission.  Until such time as a
Qualified Offer commences (in which case we will be governed by
the terms of our offer), we reserve whatever rights we currently
may have to make or support other proposals, including, without
limitation, liquidation of the Company or the declaration of an
extraordinary dividend (either before or after a Qualified Offer
is consummated)."

As of October 13, Mr. Burkle may be deemed to beneficially own
37,940,756 shares or roughly 75.0% of Simon common stock.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At June 30, 2010, the
Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.

The Company's balance sheet at June 30, 2010, showed $13,098,000
in total assets, $808,000 in total current liabilities, and
$12,290,000 stockholders' equity.


SMART-TEK SOLUTIONS: J. Kinross-Kennedy Raises Going Concern Doubt
------------------------------------------------------------------
Smart-Tek Solutions Inc. filed on October 15, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.

The Company reported net income of $203,080 on $12.0 million of
revenue for fiscal 2010, compared to a net loss of $136,367 on
$3.2 million of revenue for fiscal 2009.  The net income consists
of $490,340 in income from the new Smart-Tek Automated Services
subsidiary, offset by a loss of $157,228 from the Smart-Tek
Communications Inc. subsidiary plus corporate charges of $130,032.

The Company's balance sheet at June 30, 2010, showed $3.7 million
in total assets, $4.1 million in total liabilities, and a
stockholders' deficit of $438,164.

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

                  http://researcharchives.com/t/s?6ca3

                    About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.


SOUTH BAY: Asks for Plan Filing Exclusivity Until Feb. 15
---------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., as debtors and debtors-in-possession, ask Judge
Louise D. Adler, United States bankruptcy judge for the Southern
District of California, to extend for 90 days (i) their exclusive
period to file a plan of reorganization through and including
February 15, 2011, and (ii) their exclusive period to solicit
votes for a plan through and including April 16, 2011, without
prejudice to the Debtors' right to request further extensions.

The Debtors' current Exclusive Plan Proposal Period expires on
November 17, 2010, and their Exclusive Solicitation Period
expires on January 16, 2011.

The Debtors request a further extension of their Exclusive
Periods to permit resolution of the long-standing priority
dispute -- the Mechanics Lien Dispute -- between their secured
lenders and Otay River Constructors and InTrans Group, Inc.  The
Debtors believe that this is a "gating issue" to confirmation of
a plan of reorganization, according to R. Alexander Pilmer, Esq.,
at Kirkland & Ellis LLP, in Los Angeles, California.

Mr. Pilmer relates that since the Petition Date, the Debtors have
worked diligently toward their goal of an efficient and
consensual balance sheet restructuring.  Initially, the Debtors
focused on stabilizing their operations, including seeking and
receiving authority to continue using cash collateral and to pay
prepetition claims for wages and benefits, taxes, customer
programs, insurance and utilities, he continues.

More recently, the Debtors have focused on the Mechanics Lien
Dispute.  The Debtors filed their adversary proceeding shortly
after the Petition Date; established a discovery schedule with
the other parties to the litigation; moved for summary judgment
on a potentially dispositive issue of law; and when that motion
was denied, implemented a negotiated discovery and trial schedule
with the aim of an expeditious resolution of the Mechanics Lien
Dispute.  The extensive preparation for trial has consumed a
significant amount of the Debtors' time, Mr. Pilmer says.

The Debtors and their advisors have also been actively analyzing
the Debtors' business along with projections of future traffic
flows and housing development to assess all potential
restructuring alternatives and develop parameters for a feasible
post-emergence capital structure, Mr. Pilmer informs the Court.

The Debtors believe they will be well positioned to finalize a
plan of reorganization and prepare a disclosure statement once
the Mechanics Lien Dispute is resolved, whether by Court or by
settlement among the parties.

Moreover, the Debtors note that they and their advisors have been
analyzing potential restructuring alternatives and are working
with the parties that they believe hold the fulcrum security.
Mr. Pilmer adds that the Debtors have also been entertaining
unsolicited requests for information from third parties
interested as potential plan sponsors or purchasers of assets.
The Debtors, with the assistance of their advisors, will continue
to assess all possible restructuring alternatives and will work
with their stakeholders as they deem appropriate to develop a
consensual plan of reorganization as expeditiously as possible,
he assures the Court.

Mr. Pilmer asserts that an extension of the Exclusive Periods is
appropriate under the circumstances.  He points out that, absent
an extension, the Exclusive Periods will expire before the
Mechanics Lien Dispute is resolved and before the Debtors have
had a meaningful opportunity to develop a consensual plan of
reorganization, which would present a risk of undue interference
and disruption to the plan formulation and negotiation process.

The motion is scheduled to be heard on November 4, 2010.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SOUTH BAY: Removal Period Extended Until February 15
----------------------------------------------------
The U.S. Bankruptcy Court entered its written order on
September 29, 2010, granting South Bay Expressway L.P.'s request
to extend the period during which they may remove civil actions
by 120 days, to no earlier than February 15, 2011.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SOUTH BAY: SANDAG Contemplates Take Over
----------------------------------------
South Bay Expressway CEO Greg Hulsizer said the toll road could
be sold within the next year as several groups have come forward
with thoughts of purchasing the 10-mile road, including the San
Diego Association of Governments, reports 10News.

"[W]e've been approached by several private sector companies
who've shown an interest," Mr. Hulsizer said, notes the report.

Robert J. Hawkins of the San Diego Union Tribune said the board
of directors of SANDAG had a closed session last October 8, 2010,
to consider negotiating for the 35-year state lease under which
South Bay Expressway Ltd. operates the 10-mile toll road in South
County.  Prior to the session, SANDAG executive director Gary
Gallegos had confirmed that he will ask for the board's blessing
to explore a bid for the roadway, added Mr. Hawkins.

"It" is the 35-year franchise lease under which South Bay Express
Ltd. operates the extension of state Route 125 from Sweetwater
Valley to the border with Mexico.  "That's the real asset," said
Mr. Gallegos.  The lease extends to 2042 and has 32 years of life
left, he pointed out.

But neither SANDAG nor South Bay has initiated any discussion on
a sale, clarified Mr. Gallegos, according to the report.

If SANDAG does go after the toll road, it would use a combination
of TransNet sales tax revenue, as well as state and federal
funds, the report added.

In response, Mr. Hulsizer said he would "welcome the interest
from SANDAG in the same manner that we are welcoming interest
from other parties" and that he would refer SANDAG to the
company's financial representative Imperial Capital.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SPARKLEBERRY EB: To Pay Creditors from Sale of Land
---------------------------------------------------
Sparkleberry EB, LLC, submitted to the U.S. Bankruptcy Court for
the Southern District of Texas a combined Plan of Reorganization
and Disclosure Statement.

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

Sparkleberry owns approximately 15 acres of raw land on East Beach
in Galveston, Texas.

According to the Disclosure Statement, the Plan envisions the sale
of the sole asset of Sparkleberry through an auction process.
Whitney Bank, N.A., is a qualified bidder for the auction and may
submit a credit bid up to the amount of its secured claim.

The sale pursuant to the auction would close in a title company.
The title company would pay all secured claims of the Debtor
because they would be an encumbrance on the property that was
being sold.  However, any proceeds of the sale that remains after
payment of all secured claims and all costs of sale would be
remitted to Sparkleberry.  Sparkleberry, in turn, would pay
the claims of the unsecured class and the member.

Under the Plan, the Debtor will pay Whitney Bank or its successors
and assigns, in full from the proceeds of the auction.

The Debtor will pay the unsecured debt from the auction proceeds
only after payment in full of all secured claims and costs of the
sale.

The remaining class are the members of the Sparkleberry will
retain their ownership of the company and enjoy a return for their
investment only if funds exist after full satisfaction of the debt
to creditors.

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

                    About Sparkleberry EB, LLC

Houston, Texas-based Sparkleberry EB, LLC, is a limited liability
company organized under the laws of the State of Texas for the
purpose of development land on Galveston East Beach.  The Company
filed for Chapter 11 bankruptcy protection on July 5, 2010 (Bankr.
S.D. Tex. Case No. 10-80395).  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, assists the Debtor in its restructuring
effort.  The Company disclosed $32,000,601 in assets and
$3,545,374 in liabilities.


SPARKLEBERRY EB: To Justify Reorganization Case on October 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
directed Sparkleberry EB, LLC, and its counsel to appear before
the Court on October 21, 2010, at 10:00 a.m. to show cause why the
Chapter 11 case must not be dismissed.

Houston, Texas-based Sparkleberry EB, LLC, filed for Chapter 11
bankruptcy protection on July 5, 2010 (Bankr. S.D. Tex. Case No.
10-80395).  Barbara Mincey Rogers, Esq., at Rogers & Anderson,
PLLC, assists the Debtor in its restructuring effort.  The
Company disclosed $32,000,601 in assets and $3,545,374 in
liabilities.


SPHERIS INC: CoMetrics Named Fin'l Advisor for SP Wind Down
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the retention of CoMetrics Partners LLC as Financial
Advisors and Walter Jones as Liquidating Trustee for SP Wind Down,
formerly Spheris Inc.

Spheris Inc, which had been a transcriber of medical dictation for
doctors and hospitals, has an approved Chapter 11 plan in which
unsecured creditors and holders of senior subordinated notes were
told in the disclosure statement that they should expect recovery
of approximately 23 cents on the dollar.

CoMetrics Partners LLC had been acting as the financial advisor to
the Committee, and Walter Jones, Managing Director of the
CoMetrics Profit Maximization/Turnaround Division as Liquidating
Trustee responsible for distributing the company proceeds and
other remaining assets.

Mr. Jones has extensive experience in Chapter 11 restructuring and
has been directly responsible for advising debtors and the
creditors' committee with respect to marshalling and distributing
estate assets, reconciling liabilities and maximizing timely
distributions to creditors.

"We are pleased the Official Committee has selected and the court
approved CoMetrics Partners to act as its Financial Advisor and
Liquidating Trustee," said Gary D. Herwitz, Managing Partner of
CoMetrics.

                      About CoMetrics Partners

CoMetrics Partners LLC was founded in 2005 by Managing Partner
Gary D. Herwitz.  The firm specializes in providing middle market
companies with strategic vision and leadership to integrate
operations, technology and finance.  The firm's services include
consulting and corporate finance, profit improvement and turn
around services as well a proprietary supply chain management
solution for middle market importers.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serves as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50 million to $100 million while debts range from
$100 million to $500 million.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


TBP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TBP Construction, Inc.
        506 West Dee Drive
        Garden City, UT 84028

Bankruptcy Case No.: 10-33874

Chapter 11 Petition Date: October 7, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: D. Rand Henderson, Esq.
                  HENDERSON LAW OFFICES
                  P.O. Box 594
                  Logan, UT 84323-0594
                  Tel: (435) 713-0660
                  Fax: (435) 792-3836
                  E-mail: bkecf0904@hendersonlaw.org

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/utb10-33874.pdf

The petition was signed by Troy Petersen, president.


TEL-INSTRUMENT: NYSE Amex Accepts Continued Listing
---------------------------------------------------
Tel-Instrument Electronics Corp. announced October 18 that the
NYSE Amex accepted its proposed plan to return to compliance with
the minimum stockholder equity requirement by January 30, 2012. As
previously reported, the Company was not in compliance with the
Exchange's requirement for continued listing of its shares under
Section 1003(a)(ii) of the Exchange's rules as its stockholders'
equity at March 31, 2010 was $3.85 million as compared to the
$4.0 million minimum requirement. Based upon the information
provided by the Company, the Exchange has determined that the
Company has made a reasonable demonstration of its ability to
regain compliance with Section 1009 of the Company Guide by
January 30, 2012.  Based on this, the Exchange will continue the
listing of the Company.

The Exchange will periodically review the Company's financial
results for compliance with the Plan. If the Company does not show
progress consistent with the Plan, the Exchange Staff will review
the circumstances and could commence delisting proceedings. The
Company is confident that it will achieve its objectives and
maintain its listing on the NYSE Amex.

Pursuant to Exchange rules, the Company's stock continues to be
listed for trading.


TELETOUCH COMMUNICATIONS: Posts $230,000 Net Loss in Aug. 31 Qtr.
-----------------------------------------------------------------
Teletouch Communications Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $230,000 on $8.98 million of
total operating revenues for the three months ended Aug. 31, 2010,
compared with a break-even on $11.45 million of total operating
revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2010, showed
$20.33 million of total assets, $28.94 million of total
liabilities, and a stockholders' deficit of $8.61 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6c9f

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


THOMPSON PUBLISHING: Bids Due By Nov. 12; Sale Hearing on Nov. 19
-----------------------------------------------------------------
The Honorable Peter J. Walsh approved uniform bidding procedures
for the sale of Thompson Publishing Holding Co.'s assets at a
hearing on Oct. 13, 2010.  Bids topping the Debtors' First Lien
Lenders' $42 million credit bid must be presented to the Debtors
by 4:30 p.m. on Nov. 12, 2010.  In the event any higher and better
offers are received by the Debtors, an auction will be held at
10:00 a.m. on Nov. 17, 2010.  The Debtors will ask Judge Walsh to
approve a sale of substantially all of the estates' assets to the
highest and best bidder at a Sale Hearing at 9:30 a.m. on Nov. 19,
2010.

Legal publisher Thompson Publishing Holding Co. Inc. and six
affiliates sought chapter 11 protection (Bankr. D. Del. Case No.
10-13070) on Sept. 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.  John F. Ventola, Esq. -- jventola@choate.com
-- and Lisa E. Herrington, Esq. -- lherrington@choate.com -- at
Chote, Hall & Stewart LLP in Boston, Mass., and Alissa T. Gazze,
Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell, LLP, provide the Debtors with legal
counsel, and Mark Chesen and Michael Gorman at SSG Capital
Advisors LLC in Conshohocken, Pa., provide the Debtors with
financial advisory services.


THORNBURG MORTGAGE: Orrick, Ex-Execs Fail to Stop Fraud Suit
------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has kept alive a
trustee's claims of legal malpractice against an Orrick Herrington
& Sutcliffe LLP partner, as well as some claims of corporate
malfeasance against former executives of Thornburg Mortgage Inc.,
who allegedly conspired to siphon assets from the bankrupt lender
to start a new business.

Judge Richard D. Bennett of the U.S. District Court for the
District of Maryland handed a partial victory to court-appointed
trustee Joel I. Sher on Thursday, Law360 says.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg listed total assets of
$24.4 billion and total debts of $24.7 billion, as of January 31,
2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TIGRENT INC: Strudwick et al. Extend Forbearance Until Feb. 2011
----------------------------------------------------------------
Tigrent Inc. agreed on October 7, 2010, to a further forbearance
with M. Barry Strudwick, Susan Weiss and certain other parties
with respect to a settlement memorandum providing for settlement
and release of certain claims with respect to its litigation
relating to Monterey del Mar, S.A., a Panamanian company and other
matters.

Under the terms of the Settlement Memorandum, the Company agreed
to pay Mr. Strudwick and Ms. Weiss a total of $3.8 million -- $1.2
million of which was paid in 2009. The Company issued two
promissory notes for the remaining $2.6 million, one for $2.3
million and the other for $300,000.  The Company has missed
payments of approximately $220,337 and $5,983 with respect to the
First Note and Second Note, respectively, that were due July 15,
2010.  The Company and the holders of the Notes first entered into
a forbearance on July 30, 2010, which forbearance expired on
August 13, 2010.  Since the expiration of the Company's last
forbearance, the Company and the holders of the Notes have
continued to consider and discuss plans regarding continued
forbearance, future payments and transfer of collateral.

Under the terms of the Additional Forbearance, the holders of the
Notes agreed to forbear from enforcing their rights and remedies
under the Notes and the Settlement Memorandum for a period ending
February 15, 2011.  In consideration for the Additional
Forbearance, the Company has agreed to execute a quitclaim deed
transferring Tranquility Bay, undeveloped real property located in
Lee County, Florida, to the holders of the Notes.  Upon recording
of the Deed, $300,000 will be credited toward the amounts due and
coming due under the Notes.

                        About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate. The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed $43.8
million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TIX CORP: Echo Lake Opposes Plan to Delist Shares
-------------------------------------------------
Ephraim Fields of Echo Lake Capital he had sent a letter to the
Board of Directors of Tix Corp.  In the letter, Mr. Fields
expressed his belief that the plan to delist and deregister the
company's stock was not in the best interest of shareholders and
had resulted in the further destruction of shareholder value.
Mr. Fields also noted that the board was attempting to enact the
Proposal without the approval of the company's shareholders.  As a
result, Mr. Fields called on TIXC's board to publicly release all
the materials, analyses, reports, studies, etc. used by the board
in evaluating whether the Proposal would benefit shareholders.


TODD'S INTERTHERM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Todd's Intertherm, Inc.
        dba Todd's Heating and Cooling
        200 E 33rd St
        Garden City, ID 83714

Bankruptcy Case No.: 10-03293

Chapter 11 Petition Date: October 7, 2010

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Matthew Todd Christensen, Esq.
                  ANGSTMAN, JOHNSON & ASSOCIATES, PLLC
                  3649 N. Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117
                  E-mail: mtc@angstman.com

Scheduled Assets: $145,634

Scheduled Debts: $1,108,117

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-03293.pdf

The petition was signed by Michael Murphy Sweet, president.


TRIBUNE CO: Arkin Kaplan, et al., Represent Step One Lenders
------------------------------------------------------------
In a joint verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure, Arkin Kaplan Rice, LLP; Olshan
Grundman Frome Rosenzweig & Wolosky LLP; and Morris, Nichols,
Arsht & Tunnell LLP, disclosed that they represent a number of
individual creditors in connection with their holdings of Step One
indebtedness governed by the Credit Agreement, dated as of May 17,
2007, by an among Tribune, each lender from time to time a party
thereto, and certain financial institutions and administrative
agent, syndication agent, co-documentation agents, and joint lead
arrangers and joint bookrunners.

The names and addresses of the individual creditors are available
for free at http://bankrupt.com/misc/Tribune_Arkinetal.pdf

According to the firms, the aggregate amount of Step One claims
held by the Step One Credit Agreement Lenders against the Debtors
currently totals approximately $767,748,214.

The firms assure the Court that they do not represent the Step One
Credit Agreement Lenders as a committee and do not undertake to
represent the interests of any creditor, party-in-interest, or
other entity that has not signed a retention agreement with them.

                         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: Names Jerry Core VP/GM for KTXL-TV
----------------------------------------------
Tribune Broadcasting announced that Jerry Del Core will join the
company as vice president/general manager of KTXL-TV in
Sacramento.  Del Core brings more than 20 years of diverse
management experience to the station.

"I'm delighted to have Jerry join our west coast team," said Ray
Schonbak, executive vice president for Tribune Broadcasting.
"With his robust experience, proven sales and marketing record,
consistency in delivering results and motivating staff, he's the
right choice to take KTXL to new heights."

Prior to joining Tribune, Del Core was most recently chief
operating officer and market manager/Sacramento for Adelante Media
Group (formerly Bustos Media).  He has held numerous leadership
posts in broadcasting, and from 2007 to 2010, served as vice
president and market manager for Border Media, where he launched
three media properties from Spanish to general market.

"I'm very excited to join Jerry Kersting, Ray Schonbak and the
Tribune team at Fox 40 in Sacramento," said Del Core.  "This is a
great station with a great staff that has continued to perform.
Together, we'll take the necessary steps to continue growing
viewership, ratings, results and profitability."

Notably, throughout his career, Del Core served as adjunct
professor in mass communications at Norfolk State University,
Norfolk, Virginia and Curry College, Milton, Massachusetts.

Del Core will join KTXL-TV on Oct. 25.

                         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)


TRUST NO. 3645: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Trust No. 3645
                  aka Pebble Creek
                3959 E. Thousand Oaks Boulevard
                Thousand Oaks, CA 91362

Bankruptcy Case No.: 10-32880

Involuntary Chapter 11 Petition Date: October 13, 2010

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

Judge: Eileen W. Hollowell

Petitioners' Counsel: Alan R. Solot, Esq.
                      TILTON & SOLOT
                      459 N. Granada Avenue
                      Tucson, AZ 85701
                      Tel: (520) 622-4622
                      Fax: (520) 882-9861
                      E-mail: arsolot@tiltonandsolot.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Coffee Builders, Inc.              Unpaid Invoices      $1,519,079
7049 E. Tanque Verde, Suite 105
Tucson, AZ 85715

CIS Roofing, Inc.                  Unpaid Invoices        $162,771
26861 Trabuco, Suite 353
Mission Viejo, CA 92691

Door Pac, LLC                      Unpaid Invoices         $16,052
2201 E. Elvira, Road
Tucson, AZ 85756-7026

Horizon Contracting, LLC           Unpaid Invoice          $12,225
510 S. 52nd Street, Suite 101
Tempe, AZ 85281


TURKPOWER CORP: Posts $429,300 Net Loss in August 31 Quarter
------------------------------------------------------------
TurkPower Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $429,312 on $25,922 for the three months
ended August 31, 2010, compared with a net loss of $500 on $0
revenue for the same period ended August 31, 2009.

The increase in revenues was due to the commencement of the
Company's operations in Turkey.

The Company had a working capital deficit as of August 31, 2010,
of $1.97 million.

The Company's balance sheet at August 31, 2010, showed
$2.38 million in total assets, $2.37 million in total liabilties,
and stockholders' equity of $13,071.

As reported in the Troubled Company Reporter on October 7, 2010,
MaloneBailey LLP, in Houston, Tex., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2010.

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

                  http://researcharchives.com/t/s?6c9b

                   About TurkPower Corporation

New York-based TurkPower Corporation was incorporated on
November 4, 2004m in Delaware.  On May 11, 2010, Global Ink Supply
Co. changed its name to TurkPower Corporation.

On December 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.


TWIN CITY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Twin City Hospital
        819 North First Street
        Dennison, OH 44621

Bankruptcy Case No.: 10-64360

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Shawn M. Riley, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Ave, E, #2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  E-mail: sriley@mcdonaldhopkins.com

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

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

The petition was signed by Douglas J. Ross, Sr., board chairman.

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


ULTIMATE ESCAPES: Gets Final Approval to Incur Loan and Use Cash
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized Ultimate Escapes Holdings, LLC, et al., to
obtain postpetition secured financing from CapitalSource Finance
LLC, as administrative, payment and collateral agent,
CapitalSource Bahamas LLC as collateral agent, and CapitalSource
Bank as lender, and to use cash collateral.

The Debtors are indebted to the original lender in the aggregate
amount of $97,276,905 with respect to the prepetition loan.

As reported in the Troubled Company Reporter on September 23,
2010, the DIP lenders have committed to provide up to $2,322,720
through October 8, 2010, and up to $3,631.983 through October 22,
2010. The DIP facility will mature on October 22, 2010.

The Debtors would use the loan and the cash collateral to fund
their Chapter 11 case, pay suppliers and other parties.

As security for the DIP indebtedness, the Agents will be granted
these security and liens in all currently owned or hereafter
acquired property and assets of the Debtors: (a) perfected first
priority senior security interest in the DIP facility collateral;
(b) a perfected security interest in and lien upon the DIP
facility collateral; (c) a perfected first priority senior priming
lien on all of the DIP facility collateral, including the
prepetition collateral, which will be senior to all other security
interests and liens in the property of the Debtors' estates except
for permitted liens and prepetition liens; and (d) neither the
prepetition liens nor the DIP facility liens will be subject to
subordination to any other liens, security interests or claims.

The Agents and the original lender have consented to the Debtors'
use of cash collateral.  As adequate protection for any diminution
in value, the Debtors will grant the Agents valid, binding,
enforceable and perfected additional and replacement liens in all
property of the Debtors' estates.  If the adequate protection
isn't sufficient, the Agents and the original lender will (i) have
a claim allowed under Sections 507(a)(2) and 507(b) of the U.S.
Bankruptcy Code; and (ii) be entitled to seek further adequate
protection of its interests and further relief as consistent
therewith.  The Debtors will also grant the Agents and the
original lender (a) repayment of the principal amount of the
prepetition obligations in accordance with the DIP orders; and (b)
payments in the amount of interest, fees, costs and expenses with
respect to the prepetition obligations in accordance with the DIP
orders.

The prepetition obligations will bear interest at the applicable
default rates in the DIP loan documents and the prepetition loan
documents.  The DIP indebtedness will bear interest at the same
default rate as in the prepetition loan documents.

The Debtors' access to the cash collateral is dependent on, among
other things:

   -- auction for the sale of assets by October 21;

   -- Court approving the sale of assets by October 22;

   -- sale of assets closing by October 25, in the event that
      there are no qualified competing bids to that of the agents,
      DIP lender and original lender, or by October 29, if a
      qualified competing bid is submitted; or

   -- the occurrence of an event of default.

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

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


ULTIMATE ESCAPES: October 29 Set as General Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established October 29, 2010, at 4:00 p.m. (prevailing Eastern
Time) as the deadline for any individual or entity to file proofs
of claim against Ultimate Escapes Holdings, LLC, et al.

The Court also set January 31, 2011, as the governmental units bar
date.

Proofs of claim must be delivered to the Debtors' claims agent,
The Garden City Group, Inc.

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

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


ULTIMATE ESCAPES: Plan Contemplates Liquidation of All Assets
-------------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., submitted to the U.S.
Bankruptcy Court for the District of Delaware a proposed
liquidating plan of reorganization and an explanatory disclosure
statement.

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

According to the Disclosure Statement, the Plan provides for the
orderly liquidation of substantially all of the Debtors assets and
the distribution of proceeds.  Subject to the occurrence of the
effective date, the Debtors and their estates will be deemed
substantially consolidated for voting and distribution purposes
only.

Pursuant to the asset purchase agreement, UPB Acquisition Corp.,
an affiliate of Oaktree Capital Management, L.P., will purchase
the Debtors' assets for $25 million in the form of a credit bid on
account of the obligations owed to UPBA, subject to bigger and
better offers.

A liquidating trust will be created and vested with certain
property and the liquidating trust will reduce to cash or
otherwise liquidate the liquidating trust assets and distribute
assets.

                Treatment of Claims and Interests

  Classes of Claims and Interests           Estimated % Recovery
  ------------------------------            --------------------
Class 1 - Senior Creditor Claims          6.4% to 8.5% (after
                                          reducing claims on
                                          account of credit bid)

Class 2 - Other Secured Claims            100%

Class 3 - Other Priority Claims           100%

Class 4 - Unsecured Claims                0% to 3%

Class 5 - Intercompany Claims             0%

Class 6 - Equity Interests                0%

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

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

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


ULTIMATE ESCAPES: Committee Taps FTI Consulting as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ultimate Escapes Holdings, LLC, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ FTI Consulting, Inc., as its financial advisors.

FTI will, among other things:

   -- assist the Committee with he assessment and monitoring of
      the Debtors' short term cash flow, liquidity and operating
      results;

   -- assist in the review of financial information distributed by
      the Debtors to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash receipts
      and disbursements analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions of
      which Court's approval is sought; and

   -- render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      the Debtors' Chapter 11 cases.

Conor P. Tully, senior managing director with FTI, tells the Court
that the hourly rates of FTI's personnel are:

   Senior Managing Directors              $755 - $885
   Directors/Managing Directors           $545 - $725
   Consultants/Senior Consultants         $270 - $515
   Administration/Assosiates              $110 - $250

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

                   About Ultimate Escapes, Inc.

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

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

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


US FIDELIS: Wants Dec. 31 Extension of Plan Filing Exclusivity
--------------------------------------------------------------
US Fidelis, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Missouri to further extend the plan filing exclusive
period through December 31, 2010, and an extension of the plan
acceptance exclusive period through March 1, 2011.

On July 2, 2010, the Court granted the Debtor's first motion to
extend the plan filing exclusivity period through and including
September 30, 2010, as to all parties-in-interest with the
exception of the Committee, and to extend the plan acceptance
exclusivity period through and including November 29, 2010, as to
all parties-in-interest with the exception of the Committee.

The Debtor asks for further extension given the number of
creditors holding secured and unsecured claims against the
Debtor's estate, the complex nature of the Debtor's operations,
and the number of significant adversary proceedings currently
associated with the Debtor's Chapter 11 bankruptcy case.

The Court has set a hearing for on October 20, 2010, at 9:30 a.m.
on the Debtor's request.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


US FIDELIS: Proofs of Claim Deadline for Non-Consumers on Dec. 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
established December 1, 2010, as the deadline for non-consumer
claimants to file proofs of claim against US Fidelis, Inc.

Proofs of claim must be delivered to:

     Clerk of the Bankruptcy Court
     United States Bankruptcy Court
     Eastern District of Missouri, Eastern Division
     Thomas F. Eagleton United States Courthouse
     111 S. Tenth Street, 4th Floor
     ST. Louis, MO 63102

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


USEC INC: Amends & Restates Credit Agreement With JPMorgan Chase
----------------------------------------------------------------
USEC Inc. and its wholly owned subsidiary United States Enrichment
Corporation entered effective Oct. 8, 2010, into a Third Amended
and Restated Credit Agreement with the lenders parties thereto,
JPMorgan Chase Bank, N.A., as administrative and collateral agent,
and the revolving joint book managers, revolving joint lead
arrangers and other agents.

The Amended Credit Agreement amends and restates the Second
Amended and Restated Revolving Credit Agreement dated as of
February 26, 2010 by and among USEC, United States Enrichment
Corporation, the lenders parties thereto, JPMorgan Chase Bank,
N.A., as administrative and collateral agent, and the joint book
managers, joint lead arrangers and other agents, as amended.

The Amended Credit Agreement adds an $85 million term loan
facility to the Company's existing revolving credit facility.  The
total Credit Facility is now $310 million. As part of the Amended
Credit Agreement, $25 million of existing lender commitments was
moved from the existing Revolving Credit Facility to the Term
Loan, resulting in aggregate lender commitments under the
Revolving Credit Facility of $225 million.  The Amended Credit
Agreement increases the letter of credit sublimit to $150 million.
The Revolving Credit Facility may be expanded through additional
commitments up to an aggregate of $250 million in revolving credit
commitments.  The Amended Credit Agreement also provides that USEC
may increase the amount of the Term Loan from $85 million up to
$100 million, subject to USEC obtaining additional commitments.
As a result, the total Credit Facility could be expanded through
additional commitments and term loans to up to $350 million.

The Term Loan is 100% funded.  The Term Loan was issued with an
original issue discount of 2% and will bear interest, at the
election of USEC, at either:

    1) the JPMorgan Chase Bank prime rate or the federal funds
       rate plus 6.5%; or

    2) an adjusted 1-month LIBO Rate plus 7.5%.  There is a floor
       on the adjusted 1-month LIBO Rate for the Term Loan of
       2.0%.

The interest rate on outstanding borrowings under the Revolving
Credit Facility is unchanged and, at USEC's election, is either:

    * the sum of (1) the greatest of (a) the JPMorgan Chase Bank
      prime rate, (b) the federal funds rate plus of 1%, or (c)
      an adjusted 1-month LIBO Rate plus 1% plus (2) a margin
      ranging from 2.25% to 2.75% based upon availability; or

    * the sum of the LIBO Rate plus a margin ranging from 4.0% to
      4.5% based upon availability.

The Credit Facility matures on May 31, 2012.  The Term Loan is
subject to mandatory prepayment consistent with the Existing
Credit Agreement.  The Term Loan may be prepaid voluntarily
subject to a prepayment fee of 2% of the amount if prepaid before
October 8, 2011 and 1% of the amount if prepaid after October 8,
2011 but prior to January 1, 2012.

The Amended Credit Agreement also increases the ACP Spending
Basket to $165 million.  Under the terms of the Amended Credit
Agreement, the Company is subject to restrictions on its ability
to spend on the American Centrifuge project. Subject to certain
limitations when availability falls below certain thresholds, the
Amended Credit Agreement permits the Company to spend up to $165
million for the American Centrifuge project over the term of the
credit facility.

The Credit Facility does not restrict the investment of proceeds
of grants and certain other financial accommodations that may be
received from the U.S. Department of Energy or other third parties
that are specifically designated for investment in the American
Centrifuge project.  Under this provision, the $45 million made
available by DOE pursuant to a cooperative agreement entered into
with USEC in March 2010 for continued American Centrifuge
activities is not restricted by the Credit Facility or counted
towards the ACP Spending Basket.  In addition to the ACP Spending
Basket, the Credit Facility also permits the investment in the
American Centrifuge project of net proceeds from additional equity
capital raised by USEC, subject to certain provisions and certain
limitations when availability falls below certain thresholds.  The
$75 million investment from Toshiba Corporation and B&W made at
the first closing of the transactions on September 2, 2010 was not
restricted or counted toward the ACP Spending Basket.

Certain of the lenders, as well as certain of their respective
affiliates, have performed, and may in the future perform, for the
Company and its subsidiaries, various commercial banking,
investment banking, underwriting and other financial advisory
services, for which they have received, and will receive,
customary fees and expenses.

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?6c91

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at June 30, 2010, showed $3.6 billion
in total assets, $1.2 billion in total current liabilities, $556.0
million in other long-term liabilities, and stockholders' equity
of $1.2 billion.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VIRTUAL GEOSATELLITE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Virtual Geosatellite, LLC
        4410 Massachusetts Ave, NW
        Washington, DC 20016

Bankruptcy Case No.: 10-01001

Chapter 11 Petition Date: October 8, 2010

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Natalie S. Walker, Esq.
                  WEBSTER, FREDRICKSON, CORREIA & PUTH
                  1775 K Street, NW, Suite 600
                  Washington, DC 20006
                  Tel: (202) 659-8510
                  E-mail: nwalker@wfcplaw.com

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

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

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

The petition was signed by David Castiel, CEO.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ellipso, Inc.                          09-0148    02/25/2009


VWE GROUP: Court Dismisses Ponzi Scheme Claims as Time-Barred
-------------------------------------------------------------
In David Cohain D.D.S., et al., v. Laura Klimley, et al.; D. Kent
Sissel, et al., v. Laura Klimley, et al.; and Wayne E. Pullins,
David E. Pullins and Dianne H. Pullins, v. John Palmero, case nos.
08-Civ.-5047, 09-Civ.-4527, 09-Civ.-10584, the Hon. Paul G.
Gardephe granted defendant Laura Klimley and John Palmero's
motions to dismiss the Cohain and Sissel Actions.  Mr. Palmero's
motion to dismiss is denied with respect to the Pullins
Plaintiffs' claims for common law fraud and civil conspiracy but
otherwise granted.

Judge Gardephe held that the Plaintiffs commenced their actions
after the statutes of limitations expired.  Therefore, the claims
are time-barred.

The three actions arise from Plaintiffs' purchase of debt
instruments from VWE Group, Inc., alleging a ponzi scheme.  The
suits were filed in 2008.

When VWE filed its bankruptcy petition, the aggregate outstanding
principal of the Notes was more than $26 million.

A copy of the Court's Memorandum Opinion & Order dated Sept. 20,
2010, is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infdco20100920794

In 1958, Victor Eimicke formed VWE Group, Inc.  Yonkers, N.Y.-
based VWE sold materials designed to assist employers in "the
hiring, firing and motivation of employees."  VWE later began
producing and selling greeting cards, a business which ultimately
accounted for the majority of its revenues.  In December 2003, VWE
sold the greeting card business.  The company filed for chapter 11
protection on June 1, 2004 (Bankr. S.D.N.Y. Case No. 04-20308).
Joseph O'Neil, Jr., Esq., at Reed Smith LLP, represented the
Debtor.


WASHINGTON MUTUAL: Wins Nod to Send Plan to Creditors for Voting
----------------------------------------------------------------
Washington Mutual, Inc. disclosed that the United States
Bankruptcy Court for the District of Delaware has approved the
Disclosure Statement filed in connection with the Company's
proposed Plan of Reorganization, subject to WMI filing the final
version of the Disclosure Statement with the Bankruptcy Court.
Approval of the Disclosure Statement allows WMI to solicit
approval of the Plan from its creditors.

The Bankruptcy Court has set the voting deadline for November 15,
2010, for eligible stakeholders.  The Court has scheduled a
hearing to consider the approval of the Plan beginning on
December 1, 2010.

On October 6, 2010, WMI filed with the Court the proposed Plan and
Disclosure Statement.  The Plan and Disclosure Statement are
premised upon consummating an amended and restated global
settlement agreement and JPMorgan Chase Bank, N.A.  The Plan,
Disclosure Statement, and the Settlement have the full support of
the FDIC, JPMC, certain holders of indebtedness issued by the
Company and Washington Mutual Bank, as the case may be, and the
Official Committee of Unsecured Creditors, which was appointed by
the Bankruptcy Court.

As previously announced, 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.

                     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.


WARNER MUSIC: Oaktree Capital Reports 6.1% Equity Stake
-------------------------------------------------------
Various funds affiliated with Oaktree Capital Group Holdings GP,
LLC, disclosed that they may be deemed to beneficially own
9,425,000 shares or roughly 6.1% of the common stock of Warner
Music Group Corp. as of October 6, 2010.

As of August 2, 2010, 154,732,150 shares of Warner Music Common
Stock are outstanding.

                    About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at June 30, 2010, showed $3.65 billion
in total assets, $3.82 billion in total liabilities, and
stockholders' deficit of $174 million.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.


WILLIAM NORRIE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: William R. Norrie
                665 33rd Street
                Manhattan Beach, CA 90266

Bankruptcy Case No.: 10-53949

Involuntary Chapter 11 Petition Date: October 13, 2010

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

Judge: Ernest M. Robles

Petitioners' Counsel: Pro Se

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
William Malcolm Norrie             Loan                    $50,000
187 Sunset Terrace
Laguna Beach, CA 92651

Katherine Norah Norrie             Loan                   $100,000
187 Sunset Terrace
Laguna Beach, CA 92651

John David Norrie                  Loan                    $75,000
14 Monarch Bay Plaza
Monarch Beach, CA 92629


WORKSTREAM INC: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
Workstream Inc. said it could not file timely its quarterly report
on Form 10-Q for the period ended Aug. 31, 2010, with the
Securities and Exchange Commission.

On August 13, 2010, the Company completed (a) an exchange of
approximately $22.3 million of its senior secured notes for common
shares in the Registrant, (b) a private placement of common shares
for $1.25 million and (c) an issuance of a new senior secured note
in the principal face amount of $750,000.  As a result of the
Exchange, the Company's financial results are subject to
significant transaction-related adjustments.

Although, the Company has devoted substantial time and effort to
incorporate the Exchange related transactions into its Form 10-Q
for the quarterly period ended August 31, 2010, the Company has
determined that it is unable to file the Form 10-Q by the
prescribed due date without unreasonable effort or expense.

The Company said it is in the process of incorporating the
adjustments into its Form 10-Q and intends to file its Form 10-Q
with the SEC as promptly as practicable.  The Company said it is
not presently aware of any circumstances that would prevent it
from filing its Form 10-Q on or before the fifth calendar day
following the prescribed due date in compliance with Rule 12b-25.

                      About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM.OB) provides
enterprise workforce management solutions and services that help
companies manage the entire employee lifecycle -- from recruitment
to retirement. Workstream services customers with offices across
North America.

The Company's balance sheet at May 31, 2010, showed $8.6 million
in total assets, $28.7 million in total liabilities, and a
stockholders' deficit of $20.1 million.


YELLOWSTONE CLUB: Robert Sumpter Claim Reduced to $250,000
----------------------------------------------------------
The Hon. Ralph B. Kirscher grants Robert Sumpter an allowed
unsecured nonpriority claim for $250,000 in the bankruptcy case of
Yellowstone Mountain Club LLC.

Judge Kirscher also grants Yellowstone Club Liquidating Trust's
Motion for Summary Judgment of Mr. Sumpter's Proof of Claim No.
741 filed August 12, 2010, and sustains the Liquidating Trust's
objection to the claim.  Judge Kirscher holds that Mr. Sumpter's
claim for damages above and beyond his $250,000 membership deposit
is speculative and not provided for under the Membership
Agreement.

Mr. Sumpter formerly was employed by YMC as director of
development.  In the days immediately preceding the August 2008
transfer of YMC ownership to Edra Blixseth, Mr. Sumpter exchanged
his Company Membership for a Resident Membership, and paid to YMC
a $250,000 Resident Membership deposit.  YMC later recalled the
membership.  Mr. Sumpter asserted an unsecured claim for
$4,316,000 for breach of contract damages under 11 U.S.C. Sec.
365(g).

The Yellowstone Club Liquidating Trust is represented by:

          Robert L. Sterup, Esq.
          HOLLAND & HART LLP
          401 North 31st Street, Suite 1500
          Billings, MT 59101-1277
          Tel: (406) 252-2166
          Fax: (406) 252-1669
          E-mail: rsterup@hollandhart.com

Mr. Sumpter is represented in the case by:

           Stephen C. Mackey
           TOWE, BALL, ENRIGHT, MACKEY & SOMMERFELD, P.L.L.P.
           2525 Sixth Avenue
           North P.O. Box 30457
           Billings, Montana 59107-0457
           Tel: (406) 248-7337
           Fax: (406) 248-2647

A copy of the Court's Memorandum of Decision dated Oct. 14, 2010,
is available at http://is.gd/g6smH from Leagle.com

                     About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Bankr. D. Mont. Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

The Court entered an order confirming The Yellowstone Club's
Chapter 11 Plan of Reorganization in June 2009.


YURI PLYAM: Ch. 11 Case Dismissed at Request of Creditors
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of
California dismissed the Chapter 11 case of Yuri Plyam and
Natalia Plyam.

As reported in the Troubled Company Reporter on June 30, 2010,
creditors Precision Development, LLC, and Castle Asset Management,
LLC, claimed that the Debtors' bankruptcy filing was made in bad
faith and must be dismissed.

Precision Development and Castle Asset are owned by Clare and Sara
Bronfman.  Yuri and Natalia Plyam, who were financial advisors to
the Bronfmans, were managers and minority owners of Precision and
Castle Asset.  The Bronfmans were majority and passive owners.
The Bronfmans contend that the Plyams embezzled millions of
dollars from the venture to pursue an opulent and decadent
lifestyle.

The Bronfmans' unsecured claims against the Plyams consist of
98.8% of the entirety of all unsecured claims listed on the
Plyams' list of top 20 unsecured creditors filed with the
Petition.  The other 1.2% claims on the Top 20 List consist
largely of claims of the Plyams' lawyers and experts employed to
defend the State Court Case.  "There is no federal Bankruptcy
Court interest in asserting control over what should be a state
court dispute.  This is a two-party dispute which should be
returned to the state court," Precision Development and Castle
Asset stated.

The Debtors are also prohibited from filing any new Chapter 11
bankruptcy petition at any time unless the Debtors obtains a
further order from the Court.  The Debtors are also advised to pay
any and all outstanding U.S. Trustee quarterly fees before the
filing of any new Chapter 11 petition.

The Debtors must pay the U.S. Trustee $650 for quarterly fee.

                         About Yuri Plyam

Beverly Hills, California-based Yuri Plyam aka Yura Plyam and
Natalia Plyam aka Natasha Plyam filed for Chapter 11 bankruptcy
protection on June 18, 2010 (Bankr. C.D. Calif. Case No. 10-
34923).  Michael Jay Berger, Esq., who has an office in Beverly
Hills, California, assists the Debtors in their restructuring
effort.  The Debtors estimated their assets and debts at
$10 million to $50 million.


* Aspatore Books Publishes Trends in Commercial Bankruptcy Filings
------------------------------------------------------------------
Aspatore Books, a Thomson Reuters business, released an
authoritative book providing insight into the latest developments
in commercial bankruptcy filings titled "Trends in Commercial
Bankruptcy Filings (isbn:978-0-314-26855-6).  Jonathan Carson and
Michael Frishberg of Kurtzman Carson Consultants (KCC), a
Computershare company and a leading claims and noticing agent,
were selected as co-authors to contribute perspective on the
administrative challenges facing companies undergoing Chapter 11
bankruptcy within the ever-changing corporate restructuring
landscape.

"We were honored to contribute our unique perspective on the
Chapter 11 process with an eye towards the administrative hurdles
that debtors and their professionals often encounter throughout
corporate restructuring," commented Jonathan Carson, KCC's
managing director and co-founder.  "We developed the chapter based
upon our combined experience as corporate restructuring attorneys
and our current roles supporting the administrative needs of the
most complex Chapter 11 filings in the country."

In addition to Jonathan Carson and Michael Frishberg, who formerly
practiced in the Restructuring practice of Kirkland & Ellis, the
book featured partners from some of the nation's leading law
firms.  From navigating recent trends in 363 asset sales and
liquidations to understanding changes in credit bidding, these
authors offer tips on remaining up-to-date in the current economic
environment.  The different niches represented and the breadth of
perspectives presented enable readers to get inside some of the
great legal minds of today, as these experienced lawyers offer up
their thoughts around the keys to success in this rapidly-changing
area of law.

The Inside the Minds series provides readers with an unprecedented
introspective look into the leading minds of the business and
legal world. For complete information on Aspatore titles, please
visit http://www.west.thomson.com/aspatore/ or e-mail
West.customer.service@thomson.com
This book can be purchased immediately by calling 1-866-ASPATORE
or by visiting:
http://west.thomson.com/productdetail/176577/41079597/productdetai
l.aspx

            About Aspatore, a Thomson Reuters Business

Aspatore Books, a Thomson Reuters business, exclusively publishes
C-Level executives from the world's most respected companies and
law firms. C-Level Business Intelligence(TM), as conceptualized
and developed by Aspatore Books, provides professionals of all
levels with proven business intelligence from industry insiders--
direct and unfiltered insight from those who know it best--as
opposed to third-party accounts offered by unknown authors and
analysts.  Aspatore Books is committed to publishing an innovative
line of business and legal books, those which lay forth principles
and offer insights that when employed, can have a direct financial
impact on the reader's business objectives.  In essence, Aspatore
publishes critical tools for all business professionals.


* Wilson Sonsini & Rosati Expands Corporate Finance Practice
------------------------------------------------------------
Wilson Sonsini Goodrich & Rosati, the premier provider of legal
services to technology, life sciences, and growth enterprises
worldwide, today announced that Charlotte Kim has joined the firm
as a partner in the corporate finance practice.  She comes to the
firm from Choate Hall & Stewart, where she was a partner in their
finance and restructuring practice.  Kim will be based in Wilson
Sonsini Goodrich & Rosati's New York office.

"Charlotte is a gifted attorney with considerable experience
representing both borrowers and lenders in a wide variety of
complex corporate finance transactions," said CEO Steve Bochner.
"Her legal skills, outstanding client service, and extensive
representation of companies at all stages of development make her
a perfect fit for the firm. She will lend additional expertise to
our thriving corporate finance practice, and allow us to better
serve companies and financial institutions on the East Coast."

With particular experience in the energy, healthcare, and
technology sectors, Kim works with public and private companies
and their investors on their debt capital structures and financing
needs throughout the life cycle of the enterprise, from start-up
through operations, acquisitions, investments, securities
offerings, and restructuring.  In addition, she works with
financial institutions and investors on all aspects of cash-flow
and asset-based financings.  Her transactional experience
encompasses senior, subordinated, and other junior lending; buyout
and acquisition finance; private placements and debt securities
offerings; venture debt; domestic and international corporate
finance; project finance; securitizations; lease financings;
related derivative transactions; and restructuring transactions,
both in and out of bankruptcy.  Her international experience
includes numerous cross-border transactions and investments
involving the U.S., Europe, Asia, and Latin America. Overall, she
has structured, negotiated, and closed as lead attorney more than
140 corporate finance transactions totaling more than $20 billion
in value.

Prior to joining Choate, Kim had been an associate at Chadbourne &
Parke and Milbank, Tweed, Hadley & McCloy in New York. She
received her J.D. from Harvard Law School in 1995, was a Fulbright
Scholar at the Centre for European Policy Studies in Belgium from
1991-1992, and graduated magna cum laude from Harvard University
in 1991 with a degree in social studies.

             About Wilson Sonsini Goodrich & Rosati

Wilson Sonsini Goodrich & Rosati's broad range of services and
legal disciplines is focused on serving the principal challenges
faced by the management and boards of directors of business
enterprises.  The firm is nationally recognized as a leader in the
fields of corporate governance and finance, mergers and
acquisitions, private equity, securities class action litigation,
employment law, intellectual property, and antitrust, among many
other areas of law.  With long-standing roots in Silicon Valley,
Wilson Sonsini Goodrich & Rosati has offices in Austin, New York,
Palo Alto, San Diego, San Francisco, Seattle, Shanghai, and
Washington, D.C. In addition, the firm has applied for a license
to open an office in Hong Kong.


* Bankruptcy Lawyers Field Calls From Troubled Municipalities
-------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP is no stranger to restructuring
international corporations, but the New York law firm recently
took on a different type of client - a school district, DBR Small
Cap reports.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                 Total       Working   Holders'
                                Assets       Capital     Equity
Company         Ticker           ($MM)         ($MM)      ($MM)
-------         ------          ------       -------   --------
AUTOZONE INC      AZO US         5,571.6        (452.1)    (738.8)
LORILLARD INC     LO US          3,140.0       1,654.0      (54.0)
DUN & BRADSTREET  DNB US         1,632.5        (475.7)    (783.9)
MEAD JOHNSON      MJN US         2,032.0         357.5     (509.3)
BOARDWALK REAL E  BOWFF US       2,364.5           -        (64.6)
BOARDWALK REAL E  BEI-U CN       2,364.5           -        (64.6)
TAUBMAN CENTERS   TCO US         2,560.9           -       (510.5)
NAVISTAR INTL     NAV US         9,418.0       2,011.0   (1,040.0)
CHOICE HOTELS     CHH US           390.2        (291.4)     (97.0)
WEIGHT WATCHERS   WTW US         1,090.1        (344.4)    (693.5)
SUN COMMUNITIES   SUI US         1,167.4           -       (123.0)
TENNECO INC       TEN US         2,980.0         286.0      (47.0)
UNISYS CORP       UIS US         2,714.4         366.1   (1,080.1)
WR GRACE & CO     GRA US         4,053.3       1,257.7     (229.5)
CABLEVISION SYS   CVC US         7,631.6           3.8   (6,183.6)
MOODY'S CORP      MCO US         1,957.7        (134.2)    (491.9)
IPCS INC          IPCS US          559.2          72.1      (33.0)
UNITED CONTINENT  UAL US        20,134.0      (1,590.0)  (2,756.0)
THERAVANCE        THRX US          232.4         180.2     (126.0)
VENOCO INC        VQ US            709.1          14.1     (118.6)
DISH NETWORK-A    DISH US        9,031.0         608.6   (1,580.3)
HEALTHSOUTH CORP  HLS US         1,756.1         112.5     (429.9)
CHENIERE ENERGY   CQP US         1,769.5          37.3     (503.5)
VECTOR GROUP LTD  VGR US           850.0         288.8      (19.6)
NATIONAL CINEMED  NCMI US          725.5          90.2     (381.7)
OTELCO INC-IDS    OTT-U CN         333.3          25.6       (1.2)
INCYTE CORP       INCY US          493.7         340.3     (104.8)
PROTECTION ONE    PONE US          562.9          (7.6)     (61.8)
ARVINMERITOR INC  ARM US         2,817.0         313.0     (909.0)
OTELCO INC-IDS    OTT US           333.3          25.6       (1.2)
CARDTRONICS INC   CATM US          472.6         (25.3)      (2.1)
UNITED RENTALS    URI US         3,574.0          24.0      (50.0)
JUST ENERGY INCO  JE-U CN        1,780.6        (470.0)    (279.3)
DISH NETWORK-A    EOT GR         9,031.0         608.6   (1,580.3)
LIBBEY INC        LBY US           794.2         144.4      (11.7)
KNOLOGY INC       KNOL US          648.0          48.7      (13.5)
TEAM HEALTH HOLD  TMH US           828.2          80.0      (37.8)
INTERMUNE INC     ITMN US          161.4          84.7      (46.5)
REGAL ENTERTAI-A  RGC US         2,575.0        (219.7)    (283.5)
DOMINO'S PIZZA    DPZ US           418.6          88.0   (1,263.1)
BOSTON PIZZA R-U  BPF-U CN         110.2           2.3     (117.7)
REVLON INC-A      REV US           776.3          76.9   (1,011.8)
AFC ENTERPRISES   AFCE US          114.5          (0.2)      (4.0)
FORD MOTOR CO     F US         183,156.0     (23,512.0)  (3,541.0)
GRAHAM PACKAGING  GRM US         2,096.9         228.4     (612.2)
WORLD COLOR PRES  WC CN          2,641.5         479.2   (1,735.9)
SALLY BEAUTY HOL  SBH US         1,517.1         345.6     (523.9)
WORLD COLOR PRES  WCPSF US       2,641.5         479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN        2,641.5         479.2   (1,735.9)
JAZZ PHARMACEUTI  JAZZ US           97.3         (24.2)     (16.3)
SUPERMEDIA INC    SPMD US        3,261.0         522.0      (22.0)
PETROALGAE INC    PALG US            6.1          (8.9)     (47.4)
COMMERCIAL VEHIC  CVGI US          276.9         111.2      (10.4)
ALASKA COMM SYS   ALSK US          627.4          15.0      (11.3)
US AIRWAYS GROUP  LCC US         8,131.0        (220.0)    (168.0)
BLUEKNIGHT ENERG  BKEP US          297.3        (431.2)    (149.9)
FORD MOTOR CO     F BB         183,156.0     (23,512.0)  (3,541.0)
AMER AXLE & MFG   AXL US         2,027.7          31.7     (520.4)
RURAL/METRO CORP  RURL US          288.5          34.6     (101.2)
CENTENNIAL COMM   CYCL US        1,480.9         (52.1)    (925.9)
HALOZYME THERAPE  HALO US           51.5          38.3      (14.1)
MORGANS HOTEL GR  MHGC US          774.4          50.5       (4.3)
RSC HOLDINGS INC  RRR US         2,690.2        (120.0)     (33.8)
LIONS GATE        LGF US         1,592.9        (783.4)      (1.6)
SINCLAIR BROAD-A  SBGI US        1,539.8          52.1     (170.4)
NPS PHARM INC     NPSP US          193.8         129.0     (179.5)
CC MEDIA-A        CCMO US       17,286.8       1,240.8   (7,209.3)
MANNKIND CORP     MNKD US          239.6          11.0     (137.7)
QWEST COMMUNICAT  Q US          18,959.0        (424.0)  (1,241.0)
AMR CORP          AMR US        25,885.0      (2,015.0)  (3,930.0)
MITEL NETWORKS C  MITL US          624.5         162.6      (48.1)
ACCO BRANDS CORP  ABD US         1,064.0         242.5     (125.6)
SANDRIDGE ENERGY  SD US          3,128.7        (109.4)    (118.5)
PALM INC          PALM US        1,007.2         141.7       (6.2)
GENCORP INC       GY US            981.8         150.8     (224.9)
NEXSTAR BROADC-A  NXST US          584.5          33.0     (187.2)
PDL BIOPHARMA IN  PDLI US          271.5         (66.5)    (434.9)
PLAYBOY ENTERP-A  PLA/A US         189.0         (12.4)     (27.6)
PLAYBOY ENTERP-B  PLA US           189.0         (12.4)     (27.6)
VIRGIN MOBILE-A   VM US            307.4        (138.3)    (244.2)
ARQULE INC        ARQL US          118.5          53.9       (4.1)
CONSUMERS' WATER  CWI-U CN         887.2           3.2     (258.0)
CENVEO INC        CVO US         1,553.4         199.9     (183.8)
WARNER MUSIC GRO  WMG US         3,655.0        (546.0)    (174.0)
GLG PARTNERS-UTS  GLG/U US         400.0         156.9     (285.6)
GLG PARTNERS INC  GLG US           400.0         156.9     (285.6)
LIN TV CORP-CL A  TVL US           783.5          28.7     (156.5)
EPICEPT CORP      EPCT SS           11.4           3.3      (10.2)
STEREOTAXIS INC   STXS US           50.9          (0.2)      (0.8)
EASTMAN KODAK     EK US          6,791.0       1,423.0     (208.0)
GREAT ATLA & PAC  GAP US         2,677.1         (51.0)    (524.0)
HOVNANIAN ENT-B   HOVVB US       1,909.8       1,264.2     (207.4)
EXELIXIS INC      EXEL US          419.7          12.8     (214.7)
ABSOLUTE SOFTWRE  ABT CN           124.3          (5.1)      (2.6)
HOVNANIAN ENT-A   HOV US         1,909.8       1,264.2     (207.4)
PRIMEDIA INC      PRM US           218.9          (5.9)    (102.1)
MAGMA DESIGN AUT  LAVA US           74.6           9.6       (6.1)
DENNY'S CORP      DENN US          296.7         (23.2)    (112.9)
IDENIX PHARM      IDIX US           77.2          38.1       (7.3)
ALEXZA PHARMACEU  ALXA US           71.3          21.0      (28.7)
NEWCASTLE INVT C  NCT US         3,594.5           -       (837.5)
ARRAY BIOPHARMA   ARRY US          159.2          39.4     (116.7)

                           *********

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.

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

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

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

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

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


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